Filed by Automated Filing Services Inc. (604) 609-0244 - Image Innovations Holdings Inc. - Exhibit 10.4






 ASSET PURCHASE AGREEMENT  


THIS AGREEMENT is made effective as of the 4th day of March, 2004



AMONG:



  
    
      
         MICHAEL RADCLIFFE 

         (the “Principal Shareholder") 

      

    

  



 OF THE FIRST PART 


AND:



  
    
      
         MDK SPORTS & ENTERTAINMENT INC., a Delaware corporation
        

         (“MDK Sports") 

      

    

  



 OF THE SECOND PART 


AND:



  
    
      
         IMAGE INNOVATIONS HOLDINGS INC., 

          a Nevada corporation 

         (“Image Innovations") 

      

    

  



 OF THE THIRD PART 


AND:



  
    
      
         IMAGE INNOVATIONS SPORTS & ENTERTAINMENT INC., 

          a Delaware corporation 

         (“Image Sports") 

      

    

  



 OF THE FOURTH PART 


WHEREAS:


 A.         MDK Sports
  is the legal and beneficial owner of all inventory, personal property and material
  contracts necessary for the celebrity image memorabilia business carried on
  by MDK Sports; 

 B.         Image Sports
  has agreed to acquire all inventory, personal property and material contracts
  necessary for the celebrity image memorabilia business carried on by MDK Sports
  in consideration of the delivery to MDK Sports of shares of the common stock
  of Image Innovations; 

 C.         Image Innovations
  has agreed to issue the shares of common stock of Image Innovations necessary
  to enable Image Sports to acquire all inventory, personal property and material
  contracts necessary for the celebrity image memorabilia business carried on
  by MDK Sports; 

 D.         The Boards
  of Directors of each of Image Innovations, Image Sports and MDK Sports have
  approved and adopted this Agreement; 

 E.         The Principal
  Shareholder is a principal of MDK Sports and joins in the execution of this
  Agreement in order to provide certain representations, warranties and covenants
  to Image Innovations and Image Sports; and 


Page 1 of 16







 F.         The parties
  previously entered into a merger agreement dated March 19, 2004 for the merger
  of MDK Sports and Image Sports, which merger agreement has been terminated by
  agreement. 

 NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
  of covenants and agreements set forth herein and of the sum of $1.00 paid by
  each party to the other, the receipt of which is hereby acknowledged, the parties
  hereto agree each with the other as follows: 


ARTICLE 1. DEFINITIONS 


          1.1        
  Definitions. The following terms have the respective meanings specified
  in this Article, unless the context indicates otherwise. 

	 	(a)	"Agreement" shall mean this Agreement,
        and all the exhibits, schedules and other documents attached to or referred
        to in the Agreement, and all amendments and supplements, if any, to this
        Agreement;

	 	 	 
	 	(b)	"Assets" shall mean the Inventory, the Personal Property
      and the Material Contracts;
	 	 	 
	 	(c)	"Exchange Act" shall mean the United States Securities Exchange
      Act of 1934, as amended;
	 	 	 
	 	(d)	"Inventory" shall mean all inventory of MDK Sports as set
      forth in Disclosure Schedule 3.11 attached hereto;
	 	 	 
	 	(e)	"Material Contracts" shall mean all material contracts to
      which MDK Sports is party as set forth in Disclosure Schedule 3.15 attached
      hereto;
	 	 	 
	 	(f) 	"Personal Property" shall mean all personal property of MDK
      Sports as set forth in Disclosure Schedule 3.10 attached hereto;
	 	 	 
	 	(g)	"SEC" shall mean the Securities and Exchange Commission;
	 	 	 
	 	(h)	"Securities Act" shall mean the United
        States Securities Act of 1933, as amended; and



          1.2        
  Schedules. The following schedules are attached to and form part of this
  Agreement: 

	   	Disclosure Schedule 3.3 – List of Shareholders of MDK Sports
	 	Disclosure Schedule 3.7 – List of Liabilities
	 	Disclosure Schedule 3.10 – Personal Property
	 	Disclosure Schedule 3.11 – List of Inventory
	 	Disclosure Schedule 3.12 – Employees and Consultants
	 	Disclosure Schedule 3.14 – Leases
	 	Disclosure Schedule 3.15 – Material Contracts


          1.3        
  Currency. All dollar amounts referred to in this Agreement are in United
  States funds, unless expressly stated otherwise. 

 ARTICLE 2. 

  THE ASSET PURCHASE 

          2.1        
  The Asset Purchase. MDK Sports hereby agrees to sell, transfer and assign
  the Assets to Image Sports free and clear of all liens, charges, encumbrances
  and securities interests and Image 


Page 2 of 16









 Innovations agrees to purchase the Assets free and clear of
  all liens, charges, encumbrances and securities interests, each on the terms
  and subject to the conditions of this Agreement. 

          2.2        
  Closing. As soon as practicable following the satisfaction or waiver
  of the conditions set forth in Section 6 of this Agreement, and provided that
  this Agreement has not been terminated pursuant to Section 9, the parties
  to this Agreement will hold a closing (the “Closing”) for the purpose
  of confirming the purchase and sale of the Assets at a time and date mutually
  agreed upon by the parties. Unless otherwise agreed by the parties, the Closing
  will take place at the offices of the lawyers for Image Innovations or at such
  other location as agreed to by the parties. The date on which the Closing actually
  occurs is referred to as the “Closing Date.” At the Closing, the
  parties will execute and exchange all documents, certificates and instruments
  contemplated by this Agreement. The parties agree to use commercially reasonable
  efforts and all due diligence to cause the Closing to be consummated on or before
  March 5, 2005 unless such date is extended by the mutual agreement of the parties.


          2.3        
  Directors and Officers. The directors and officers of Image Sports upon
  Closing will be the following persons: Alain Kardos, Director and CEO, Derick
  Sinclair, Director and CFO and Michael Radcliffe, Director and COO. 

          2.4        
  Consideration. As consideration of the sale, transfer and assignment
  of the Assets by MDK Sports to Image Sports, Image Sports will deliver to MDK
  Sports an aggregate of 4,000,000 shares of Image Innovations Common Stock on
  Closing. All certificates representing the shares of Image Innovations Common
  Stock issued on Closing will be endorsed with the following legend pursuant
  to the Securities Act in order to reflect that the fact that the shares of Image
  Innovations Common Stock will be issued to MDK Sports pursuant to exemptions
  from the registration requirements of the Securities Act: 


   “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
    HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND
    HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
    OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
    TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR
    PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.”
     



          2.5        
  Additional Shares of Image Innovations Common Stock. Image Sports agrees
  to deliver to MDK Sports the following shares of Image Innovations Stock upon
  achievement of the milestones set forth below, provided that no shares will
  be issuable in the event that the milestone is not achieved for whatever reason:


	 	(a)	an aggregate of 2,500,000
        shares of Image Innovations Common Stock will be issued to MDK Sports
        in the event that each of the conditions listed below are met:

	 	 	 	 
	 	 	(i)	 The trademark License Agreement made
        on the 25th day of June 2003, by and among Roush Corporation
        d/b/a Roush Racing and Phizer Inc. and Authentic Legends is transferred
        to Image Sports;

	 	 	 	 
	 	 	(ii)	The Authentic Legends Affiliations Agreement
        by and between Millennium International Sports and Entertainment, LLC
        and Carlo Beninati dated 5th day of November, 2003 whereby
        Carlo Beninati is to create a unique original work of art on canvas using
        the likeness of Mark Martin is transferred to Image Sports; and

	 	 	 	 
	 	(b)	an aggregate of 1,500,000
        shares of Image Innovations Common Stock will be issued to MDK Sports
        in the event that a Trademark License Agreement is made by and among Tony
        Stewart’s Race team and Tony Stewart’s Sponsor and Image Sports.




Page 3 of 16







 ARTICLE 3.  

  REPRESENTATIONS AND WARRANTIES OF MDK SPORTS AND 

  THE PRINCIPAL SHAREHOLDER  

          MDK Sports
  and the Principal Shareholder each jointly and severally represent and warrant
  to Image Innovations, and acknowledge that Image Innovations are relying upon
  such representations and warranties, in connection with the execution, delivery
  and performance of this Agreement, notwithstanding any investigation made by
  or on behalf of Image Innovations, as follows: 

          3.1        
  Organization and Good Standing. MDK Sports is a corporation duly organized,
  validly existing and in good standing under the laws of the State of Delaware
  and has all requisite corporate power and authority to own, lease and to carry
  on its business as now being conducted. MDK Sports is duly qualified to do business
  and is in good standing as a foreign corporation in each of the jurisdictions
  in which it owns property, leases property, does business, or is otherwise required
  to do so, where the failure to be so qualified would have a material adverse
  effect on the business of MDK Sports taken as a whole. 

          3.2        
  Authority. MDK Sports has all requisite corporate power and authority
  to execute and deliver this Agreement and any other document contemplated by
  this Agreement to transfer the Assets to Image Sports (collectively, the “MDK
  Sports Transfer Documents”) to be signed by MDK Sports and to perform its
  obligations thereunder and to consummate the sale of the Assets. The execution
  and delivery of each of the MDK Sports Transfer Documents by MDK Sports and
  the consummation of the sale of the Assets have been duly authorized by its
  Board of Directors and by all of the shareholders of MDK Sports. No other corporate
  or shareholder proceedings on the part of MDK Sports are necessary to authorize
  such documents or to consummate the sale of the Assets. This Agreement has been,
  and the other MDK Sports Transfer Documents when executed and delivered by MDK
  Sports as contemplated by this Agreement will be, duly executed and delivered
  by MDK Sports and this Agreement is, and the other MDK Sports Transfer Documents
  when executed and delivered by MDK Sports as contemplated hereby will be, the
  valid and binding obligation of MDK Sports enforceable in accordance with their
  respective terms, except (1) as limited by applicable bankruptcy, insolvency,
  reorganization, moratorium, and other laws of general application affecting
  enforcement of creditors' rights generally, (2) as limited by laws relating
  to the availability of specific performance, injunctive relief, or other equitable
  remedies, and (3) as limited by public policy. 

          3.3        
  Capitalization of MDK Sports. The entire authorized capital stock and
  other equity securities of MDK Sports consists of 1,500 no par value shares
  of MDK Sports Common Stock (the “MDK Sports Common Stock”). There
  are 1,000 shares of MDK Sports Common Stock issued and outstanding as of the
  date of this Agreement, all of which are owned by the Shareholders in the amounts
  set forth in Disclosure Schedule 3.3. There are no outstanding options, warrants,
  subscriptions, conversion rights, or other rights, agreements, or commitments
  obligating MDK Sports to issue any additional shares of MDK Sports Common Stock,
  or any other securities convertible into, exchangeable for, or evidencing the
  right to subscribe for or acquire from MDK Sports any shares of MDK Sports Common
  Stock. 

          3.4        
  Subsidiaries. MDK Sports does not have any subsidiaries. 

          3.5        
  Actions and Proceedings. There is no claim, charge, arbitration, grievance,
  action, suit, investigation or proceeding by or before any court, arbiter, administrative
  agency or other governmental authority now pending or, to the best knowledge
  of MDK Sports or the Principal Shareholder, threatened against MDK Sports or
  which involves any of the business, or the properties or assets of MDK Sports.


          3.6        
  Compliance. MDK Sports has operated in material compliance with all laws,
  rules, statutes, ordinances, orders and regulations applicable to its business.
  MDK Sports has not received any notice of any violation thereof, nor is MDK
  Sports aware of any valid basis therefore. 

          3.7        
  Financial Representations. Except as set forth in Disclosure Schedule
  3.7, MDK Sports does not have any liabilities or obligations either direct
  or indirect, matured or unmatured, absolute, contingent or otherwise. For purposes
  of this Agreement, the term “liabilities” includes, any direct or
  indirect indebtedness, 


Page 4 of 16









 guaranty, endorsement, claim, loss, damage, deficiency, cost,
  expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted
  choate or inchoate, liquidated or unliquidated, secured or unsecured. 

          3.8        
  Tax Matters. MDK Sports have paid all taxes of any nature required to
  be paid and have timely filed all tax returns which are required to be filed.


          3.9        
  Absence of Changes. Except as set forth in Disclosure Schedule 3.7,
  MDK Sports has not: 

	 	(a)	incurred any liabilities;

	 	 	 
	 	(b)	sold, encumbered, assigned or transferred
        any of its assets;

	 	 	 
	 	(c)	created, incurred, assumed or guaranteed
        any indebtedness for money borrowed, or mortgaged, pledged or subjected
        any of the assets or properties of MDK Sports to any mortgage, lien, pledge,
        security interest, conditional sales contract or other encumbrance of
        any nature whatsoever;

	 	 	 
	 	(d)	declared, set aside or paid any dividend;

	 	 	 
	 	(e)	entered into any agreement or contract;
        or

	 	 	 
	 	(f) 	agreed, whether in writing or orally,
        to do any of the foregoing.



          3.10       
  Personal Property. Disclosure Schedule 3.10 contains a list of
  all material equipment, furniture, fixtures and other tangible personal property
  and assets owned or leased by MDK Sports. Except as disclosed on Disclosure
  Schedule 3.10, MDK Sports possesses all property and items necessary for
  the continued operation of the business of MDK Sports as presently conducted.
  All of such items are in good operating condition (normal wear and tear excepted),
  and are reasonably fit for the purposes for which such item is presently used.
  No material equipment, furniture, fixtures and other tangible personal property
  and assets owned or leased by MDK Sports is subject to any mortgage, lien, pledge,
  security interest, conditional sales contract or other encumbrance of any nature
  whatsoever 

          3.11       
  Inventory. Disclosure Schedule 3.11 contains a list of all inventory
  owned by MDK Sports. All such inventory is in good condition and is fit for
  re-sale without discount. All inventory listed in Disclosure Schedule
  3.11 is owned by MDK Sports free and clear of any mortgage, lien, pledge,
  security interest, conditional sales contract or other encumbrance of any nature
  whatsoever 

          3.12       
  Employees and Consultants. Disclosure Schedule 3.12 lists the name, address,
  date of hire, title or position, compensation and benefits of each employee
  or consultant of MDK Sports. All employees and consultants have been paid all
  salaries, wages, income and any other sum due and owing to them by MDK Sports
  as at the end of the most recent completed pay period. 

          3.13       
  Benefit Plans. MDK Sports has no Employee Benefit Plans within the meaning
  of the Employee Retirement Income Security Act of 1974, as amended, and the
  rules and regulations promulgated thereunder. 

          3.14       
  Real Property. MDK Sports does not own any real property. Disclosure
  Schedule 3.14 lists all leases, subleases or other real property interests
  (collectively, “Leases”) to which MDK Sports is a party or bound.
  Each of the Leases are legal, valid, binding, enforceable and in full force
  and effect in all material respects. All rental and other payments required
  to be paid by MDK Sports pursuant to any such Leases have been duly paid and
  no event has occurred which, upon the passing of time, the giving of notice,
  or both, would constitute a breach or default by any party under any of the
  Leases. The Leases will continue to be legal, valid, binding, enforceable and
  in full force and effect on identical terms following the Closing Date. MDK
  Sports has not assigned, transferred, conveyed, mortgaged, deeded in trust,
  or encumbered any interest in the Leases or the leasehold property pursuant
  thereto. MDK Sports has delivered a true and complete copy of each of the Leases
  to Image Innovations. 


Page 5 of 16







          3.15        
  Material Contracts and Transactions. Disclosure Schedule 3.15
  contains a list of all material contracts, agreements, licenses, permits, arrangements,
  commitments, instruments, understandings or contracts, whether written or oral,
  express or implied, contingent, fixed or otherwise, to which MDK Sports is a
  party (collectively, the “Contracts”). The Contracts constitute all
  contracts, agreements, licenses, permits and agreements necessary for the conduct
  of the business of MDK Sports as carried out to the date of this Agreement and
  as represented to Image Innovations. Each Contract is in full force and effect,
  and there exists no material breach or violation of or default by MDK Sports
  under any Contract nor by any other party to a Contract, or any event that with
  notice or the lapse of time, or both, will create a material breach or violation
  thereof or default under any Contract by MDK Sports or by any other party to
  a Contract. The continuation, validity, and effectiveness of each Contract will
  in no way be affected by the consummation of the transactions contemplated by
  this Agreement. Except as listed on Disclosure Schedule 3.15, there exists
  no actual or threatened termination, cancellation, or limitation of, or any
  amendment, modification, or change to any Contract. A true, correct and complete
  copy (and if oral, a description of material terms) of each Contract, as amended
  to date, has been furnished to Image Innovations. 

          3.16        
  Certain Transactions. MDK Sports is not indebted, directly or indirectly,
  to any of its officers, directors or shareholders or to their respective spouses
  or children, in any amount whatsoever; none of said officers, directors or shareholders,
  or any members of their immediate families, are indebted to MDK Sports or have
  any direct or indirect ownership interest in any firm or corporation with which
  MDK Sports has a business relationship, or any firm or corporation that competes
  with MDK Sports. MDK Sports is not a guarantor or indemnitor of any indebtedness
  of any other person, firm or corporation. 

          3.17        
  No Brokers. MDK Sports has not incurred any obligation or liability to
  any party for any brokerage fees, agent's commissions, or finder's fees in connection
  with the purchase and sale of the Assets contemplated by this Agreement for
  which Image Innovations would be responsible. 

          3.18        
  Minute Books. The minute books of MDK Sports contain a complete summary
  of all meetings of directors and shareholders since the time of incorporation
  of such entity and reflect all transactions referred to in such minutes accurately
  in all material respects. 

           
  3.19         Completeness of Disclosure.
  No representation or warranty by MDK Sports in this Agreement nor any certificate,
  schedule, statement, document or instrument furnished or to be furnished to
  Image Innovations pursuant hereto contains or will contain any untrue statement
  of a material fact or omits or will omit to state a material fact required to
  be stated herein or therein or necessary to make any statement herein or therein
  not materially misleading. 

 ARTICLE 4.  

  INVESTMENT COVENANTS, REPRESENTATIONS AND WARRANTIES  

  OF MDK SPORTS 

          MDK Sports
  covenants with and represents and warrants to Image Innovations as follows,
  and acknowledges that Image Innovations is relying upon such covenants, representations
  and warranties in connection with the issuance of shares of Image Innovations
  Common Stock to MDK Sports, as follows: 

          4.1        
  MDK Sports is an investor in securities of companies in the development stage
  and acknowledges that it is able to fend for itself, can bear the economic risk
  of its investment, and has such knowledge and experience in financial or business
  matters such that it is capable of evaluating the merits and risks of the investment
  in the Image Innovations Common Stock. 

          4.2        
  MDK Sports believes it has received all the information MDK Sports considers
  necessary or appropriate for deciding whether to execute this Agreement, including
  a copy of the Image Innovations SEC Documents. MDK Sports further represents
  that MDK Sports has had an opportunity to ask questions and receive answers
  from the directors and officers of Image Innovations regarding the terms and
  conditions of this Agreement and the business, properties, prospects and financial
  condition of Image Innovations. MDK 


Page 6 of 16









 Sports has had full opportunity to discuss this information
  with MDK Sports’ legal and financial advisers prior to execution of this
  Agreement. 

          4.3        
  MDK Sports acknowledges that this Agreement has not been reviewed by the SEC
  and that the shares of Image Innovations Common Stock will be issued pursuant
  to an exemption from registration under the Securities Act. 

          4.4        
  MDK Sports understands that the shares of Image Innovations Common Stock they
  will be issued will be characterized as "restricted securities" under the federal
  securities laws inasmuch as they are being acquired in a transaction not involving
  a public offering and that under such laws and applicable regulations such securities
  may be resold without registration under the Securities Act only in certain
  limited circumstances. In this connection, MDK Sports represents that MDK Sports
  is familiar with SEC Rule 144, as presently in effect, and understands the resale
  limitations imposed thereby and by the Securities Act. 

          4.5        
  The Image Innovations Common Stock will be acquired by MDK Sports for investment
  for MDK Sports’s own account, not as a nominee or agent, and not with a
  view to the resale or distribution of any part thereof, and that MDK Sports
  has no present intention of selling, granting any participation in, or otherwise
  distributing the same. MDK Sportss does not have any contract, undertaking,
  agreement or arrangement with any person to sell, transfer or grant participations
  to such person or to any third person, with respect to any of the share of Image
  Innovations Common Stock to be issued on Closing. 

          4.6        
  MDK Sports is an “Accredited Investor” as defined by Rule 501 of Regulation
  D of the 1933 Act. 

 ARTICLE 5. 

  REPRESENTATIONS AND WARRANTIES OF  

  IMAGE INNOVATIONS 

          Image Innovations
  and Image Sports jointly and severally represent and warrant to MDK Sports and
  acknowledge that MDK Sports is relying upon such representations and warranties
  in connection with the execution, delivery and performance of this Agreement,
  notwithstanding any investigation made by or on behalf of MDK Sports, as follows:


          5.1        
  Organization and Good Standing. Image Innovations and Image Sports are
  each duly organized, validly existing and in good standing under the laws of
  its jurisdiction of incorporation and have all requisite corporate power and
  authority to own, lease and to carry on its respective businesses as now being
  conducted. Image Innovations is duly qualified to do business and is in good
  standing as foreign corporations in each of the jurisdictions in which it owns
  property, leases property, does business, or is otherwise required to do so,
  where the failure to be so qualified would have a material adverse effect on
  the businesses, operations, or financial condition of Image Innovations. Image
  Sports has not carried on any business or acquired any assets or incurred any
  liabilities since its incorporation, other than by reason of execution of this
  Agreement. 

          5.2        
  Authority. Image Innovations and Image Sports have all requisite corporate
  power and authority to execute and deliver this Agreement and any other document
  contemplated by this Agreement (collectively, the “Image Innovations Documents”)
  to be signed by Image Innovations and Image Sports and to perform their obligations
  thereunder and to consummate the purchase of the Assets. The execution and delivery
  of each of the Image Innovations Documents by Image Innovations and Image Sports
  and the consummation by Image Innovations and Image Sports of the purchase of
  the Assets have been duly authorized by their respective Board of Directors
  and no other corporate or shareholder proceedings on the part of Image Innovations
  or Image Sports are necessary to authorize such documents or to consummate the
  purchase of the Assets. This Agreement has been, and the other Image Innovations
  Documents when executed and delivered by Image Innovations and Image Sports
  as contemplated by this Agreement will be, duly executed and delivered by Image
  Innovations and Image Sports and this Agreement is, and the other Image Innovations
  Documents when executed and delivered by Image Innovations and Image Sports,
  as 


Page 7 of 16









 contemplated hereby will be, the valid and binding obligations
  of Image Innovations and Image Sports enforceable in accordance with their respective
  terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization,
  moratorium, and other laws of general application affecting enforcement of creditors'
  rights generally, (2) as limited by laws relating to the availability of specific
  performance, injunctive relief, or other equitable remedies, and (3) as limited
  by public policy. 

          5.3        
  Capitalization of Image Innovations. The entire authorized capital stock
  and other equity securities of Image Innovations (“Image Innovations Stock”)
  consists of 50,000,000 shares of common stock, par value $0.001 (“Image
  Innovations Common Stock”). There are 19,370,000 shares of Image Innovations
  common stock and no shares of Image Innovations Preferred Stock issued and outstanding
  as of the date of this Agreement. There are share purchase warrants to purchase
  1,200,000 shares of Image Innovations Stock outstanding. There are incentive
  stock options to purchase 1,000,000 shares of Image Innovations Stock outstanding.
  Other than as set forth in this Section 5.3, there are no outstanding options,
  warrants, subscriptions, phantom shares, conversion rights, or other rights,
  agreements, or commitments obligating Image Innovations to issue any additional
  shares of Image Innovations Stock, or any other securities convertible into,
  exchangeable for, or evidencing the right to subscribe for or acquire from Image
  Innovations any shares of Image Innovations Stock. 

          5.4        
  Capitalization of Image Sports. The entire authorized capital stock and
  other equity securities of Image Sports (“Image Sports Stock”) consists
  of 1,500 shares of common stock, par value $0.001 (“Image Sports Common
  Stock”). There are 1,500 shares of Image Sports common stock issued and
  outstanding as of the date of this Agreement. There are no outstanding options,
  warrants, subscriptions, phantom shares, conversion rights, or other rights,
  agreements, or commitments obligating Image Sports to issue any additional shares
  of Image Sports Stock, or any other securities convertible into, exchangeable
  for, or evidencing the right to subscribe for or acquire from Image Innovations
  any shares of Image Sports Stock. 

          5.5        
  Validity of Image Innovations Common Stock Issuable upon Closing. The
  shares of Image Innovations Common Stock to be issued to the Shareholders upon
  completion of the purchase of the Assets in accordance with this Agreement will,
  upon issuance, have been duly and validly authorized and, when so issued in
  accordance with the terms of this Agreement, will be duly and validly issued,
  fully paid and non-assessable. 

          5.6        
  Actions and Proceedings. There is no claim, charge, arbitration, grievance,
  action, suit, investigation or proceeding by or before any court, arbiter, administrative
  agency or other governmental authority now pending or, to the best knowledge
  of Image Innovations or Image Sports, threatened against Image Innovations or
  Image Sports which involves any of the business, or the properties or assets
  of Image Innovations or Image Sports that, if adversely resolved or determined,
  would have a material adverse effect on the business, operations, assets, properties,
  prospects or conditions of Image Innovations or Image Sports taken as a whole.
  There is no reasonable basis for any claim or action that, based upon the likelihood
  of its being asserted and its success if asserted, would have such a material
  adverse effect. 

          5.7        
  SEC Filings. Image Innovations has furnished or made available to MDK
  Sports and the Shareholders a true and complete copy of each report, schedule,
  registration statement and proxy statement filed by Image Innovations with the
  SEC since the inception of Image Innovations (as such documents have since the
  time of their filing been amended, the "Image Innovations SEC Documents").
  Image Innovations has timely filed with the SEC all documents required to have
  been filed pursuant to the Securities Act and the Exchange Act. As of their
  respective dates, Image Innovations SEC Documents complied in all material respects
  with the requirements of the Securities Act, or the Exchange Act, as the case
  may be, and the rules and regulations of the SEC thereunder applicable to such
  Image Innovations SEC Documents, and none of Image Innovations SEC Documents
  contained any untrue statement of a material fact or omitted to state a material
  fact required to be stated therein or necessary to make the statements therein,
  in light of the circumstances under which they were made, not misleading. 

          5.8        
  Absence of Certain Changes or Events. Except as and to the extent disclosed
  in the Image Innovations SEC Documents and as contemplated by this Agreement,
  there has not been any material adverse effect to the business, operations or
  financial conditions of Image Innovations. 


Page 8 of 16







 ARTICLE 6. 

  CLOSING CONDITIONS 

          6.1        
  Conditions Precedent to Closing by Image Innovations and Image Sports.
  The obligations of Image Innovations and Image Sports to consummate the purchase
  of the Assets is subject to the satisfaction of the conditions set forth below,
  unless any such condition is waived by Image Innovations and Image Sports at
  the Closing. The Closing of the purchase of the Assets contemplated by this
  Agreement will be deemed to mean a waiver of all conditions to Closing. These
  conditions of closing are for the benefit of Image Innovations and Image Sports
  and may be waived by Image Innovations and Image Sports in their discretion.


	 	(a)	Representations and Warranties.
        The representations and warranties of MDK Sports and the Principal Shareholder
        set forth in this Agreement will be true, correct and complete in all
        respects as of the Closing Date, as though made on and as of the Closing
        Date and MDK Sports and the Principal Shareholder will have delivered
        to Image Innovations a certificate dated as of the Closing Date, to the
        effect that the representations and warranties made by MDK Sports and
        the Principal Shareholder in this Agreement are true and correct.

	 	 	 
	 	(b)	Performance. All of the covenants
        and obligations that MDK Sports and the Principal Shareholder are required
        to perform or to comply with pursuant to this Agreement at or prior to
        the Closing must have been performed and complied with in all material
        respects.

	 	 	 
	 	(c)	Closing Documents. This Agreement
        and all other MDK Sports Transfer Documents necessary or reasonably required
        to consummate the sale of the Assets to Image Sports, all in form and
        substance reasonably satisfactory to Image Innovations, will have been
        executed and delivered to Image Innovations.

	 	 	 
	 	(d)	Third Party Consents. MDK Sports
        will have received duly executed copies of all third-party consents and
        approvals necessary to transfer the Assets to Image Sports, in form and
        substance reasonably satisfactory to Image Innovations and Image Sports.

	 	 	 
	 	(e)	Due Diligence Review. Image Innovations
        will be reasonably satisfied in all respects with their due diligence
        investigation and review of Image Innovations.

	 	 	 
	 	(f)	Consultant Agreements. Kenneth
        Radcliffe, Michael Radcliffe and Dennis Radcliffe will have entered into
        consulting agreements with Innovation Sports in a form satisfactory to
        Image Innovations.

      



          6.2        
  Conditions Precedent to Closing by MDK Sports. The obligation of MDK
  Sports to consummate the sale of the Assets is subject to the satisfaction
  of the conditions set forth below, unless such condition is waived by MDK Sports
  at the Closing. The Closing of the purchase and sale of the Assets will be deemed
  to mean a waiver of all conditions to Closing. These conditions precedent are
  for the benefit of MDK Sports and may be waived by MDK Sports in its discretion.


	 	(a)	Representations and Warranties.
        The representations and warranties of Image Innovations and Image Sports
        set forth in this Agreement will be true, correct and complete in all
        respects as of the Closing Date, as though made on and as of the Closing
        Date and Image Innovations and Image Sports will have delivered to MDK
        Sports a certificate dated the Closing Date, to the effect that the representations
        and warranties made by Image Innovations and Image Sports in this Agreement
        are true and correct.

	 	 	 
	 	(b)	Performance. All of the covenants
        and obligations that Image Innovations and Image Sports are required to
        perform or to comply with pursuant to this Agreement at




Page 9 of 16









	 	 	or prior to the Closing must have been
        performed and complied with in all material respects. Image Innovations
        and Image Sports must have delivered each of the documents required to
        be delivered by them pursuant to this Agreement.

	 	 	 
	 	(c)	Closing Documents. This Agreement
        and all Image Innovations Documents, all in form and substance reasonably
        satisfactory to MDK Sports, will have been executed and delivered by Image
        Innovations and Image Sports, as applicable.

	 	 	 
	 	(d)	Change in Directors. Image Innovations
        will have delivered to MDK Sports a signed resolution of the directors
        appointing Michael Radcliffe to the board of Image Innovations, such that
        the board of directors of Image Innovations will consist of Alain Kardos,
        Clifford Wilkins, Christopher Smith, and Michael Radcliffe on closing.



 ARTICLE 7.  

  ADDITIONAL COVENANTS OF THE PARTIES 

          7.1        
  Access and Investigation. Between the date of this Agreement and the
  Closing Date, MDK Sports, on the one hand, and Image Innovations, on the other
  hand, will, and will cause each of their respective representatives to, (a)
  afford the other and its representatives full and free access to its personnel,
  properties, contracts, books and records, and other documents and data, (b)
  furnish the other and its representatives with copies of all such contracts,
  books and records, and other existing documents and data as required by this
  Agreement and as the other may otherwise reasonably request, and (c) furnish
  the other and its representatives with such additional financial, operating,
  and other data and information as the other may reasonably request. 

          7.2        
  Confidentiality. All information regarding the business of MDK Sports
  including, without limitation, financial information that MDK Sports provides
  to Image Innovations during Image Innovations’ due diligence investigation
  of MDK Sports will be kept in strict confidence by Image Innovations. Likewise,
  all information regarding the business of Image Innovations including, without
  limitation, financial information that Image Innovations provides to MDK Sports
  during its due diligence investigation of Image Innovations will be kept in
  strict confidence by MDK Sports. 

          7.3        
  Exclusivity. Until such time, if any, as this Agreement is terminated
  pursuant to this Agreement, MDK Sports will not, directly or indirectly solicit,
  initiate, entertain or accept any inquiries or proposals from, discuss or negotiate
  with, provide any non-public information to, or consider the merits of any unsolicited
  inquiries or proposals from, any person or entity (other than Image Innovations)
  relating to any transaction involving the sale of the business or assets (other
  than in the ordinary course of business), or any of the capital stock of MDK
  Sports, or any merger, consolidation, business combination, or similar transaction.


 ARTICLE 8. 

  CLOSING 

          8.1        
  Closing. The Closing shall take place on the Closing Date at the offices
  of the lawyers for Image Innovations or at such other location as agreed to
  by the parties. Notwithstanding the location of the Closing, each party agrees
  that the Closing may be completed by the exchange of undertakings between the
  respective legal counsel for MDK Sports, the Principal Shareholder and Image
  Innovations, provided such undertakings are satisfactory to each party’s
  respective legal counsel. 

          8.2        
  Closing Deliveries of MDK Sports and the Shareholders. At Closing, MDK
  Sports and the Shareholders will deliver or cause to be delivered the following,
  fully executed and in form and substance reasonably satisfactory to Image Innovations:



Page 10 of 16






 

	 	(a)	copies of all resolutions and/or consent
        actions adopted by or on behalf of the boards of directors and the shareholders
        of MDK Sports evidencing approval of this Agreement and the sale of the
        Assets to Image Sports;

	 	 	 
	 	(b)	the certificates required by Section
        6.1(a);

	 	 	 
	 	(c)	a general conveyance of the Assets and
        all other deeds of conveyance, bills of sale, transfer and assignments,
        duly executed, in form and content satisfactory to the solicitors for
        Image Innovations and Image Sports, appropriate to effectively vest good
        and marketable title to the Assets in the name of Image Sports free and
        clear of all encumbrances and immediately registerable in all places where
        registration of such instruments is necessary or desirable, including
        duly executed transfers of the Assets to Image Sports, duly endorsed for
        transfer to Image Sports; and

	 	 	 
	 	(d)	the consultant agreements contemplated
        by Section 6.1(f).



          8.3        
  Closing Deliveries of Image Innovations. At Closing, Image Innovations
  will deliver or cause to be delivered the following, fully executed and in form
  and substance reasonably satisfactory to MDK Sports: 

	 	(a)	copies of all resolutions and/or consent
        actions adopted by or on behalf of the boards of directors of Image Innovations
        and the shareholder and directors of Image Sports evidencing approval
        of this Agreement and the purchase of the Assets;

	 	 	 
	 	(b)	the certificates required by Section
        6.2(a); and

	 	 	 
	 	(c)	share certificates representing the
        4,000,000 shares of Image Innovations Common Stock to be issued upon consummation
        of the purchase of the Assets in the name of MDK Sports endorsed with
        the legend contemplated by this Agreement.



          8.4        
  Post Closing Covenants Regarding Material Contracts. MDK Sports and the
  Principal Shareholder will use their best efforts to ensure that Image Sports
  will receive the full benefit of all contracts to which MDK Sports is party
  and business relationships that MDK Sports has developed in connection with
  its celebrity image memorabilia business. 

 ARTICLE 9. 

  TERMINATION 

          9.1        
  Termination. This Agreement may be terminated at any time prior to the
  Closing Date contemplated hereby by: 

	 	(a)	mutual agreement of Image Innovations,
        Image Sports, the Principal Shareholder and MDK Sports;

	 	 	 
	 	(b)	Image Innovations, if there has been
        a breach by MDK Sports or the Principal Shareholder of any material representation,
        warranty, covenant or agreement set forth in this Agreement on the part
        of MDK Sports or the Principal Shareholder that is not cured, to the reasonable
        satisfaction of Image Innovations, within ten business days after notice
        of such breach is given by Image Innovations (except that no cure period
        will be provided for a breach by MDK Sports or the Shareholders that by
        its nature cannot be cured);

	 	 	 
	 	(c)	MDK Sports, if there has been a breach
        by Image Innovations of any material representation, warranty, covenant
        or agreement set forth in this Agreement on the part of Image Innovations
        that is not cured by the breaching party, to the reasonable




Page 11 of 16






 

	 	 	satisfaction of MDK Sports, within ten
        business days after notice of such breach is given by MDK Sports (except
        that no cure period will be provided for a breach by Image Innovations
        that by its nature cannot be cured);

	 	 	 
	 	(d)	Image Innovations or MDK Sports, if
        the purchase and sale of the Assets contemplated by this Agreement have
        not been consummated prior to March 19, 2004, unless the parties agree
        to extend such date; or

	 	 	 
	 	(e)	Image Innovations or MDK Sports if any
        permanent injunction or other order of a governmental entity of competent
        authority preventing the consummation of the purchase and sale of the
        Assets contemplated by this Agreement has become final and nonappealable.



          9.2        
  Effect of Termination. In the event of the termination of this Agreement
  as provided in Section 9.1, this Agreement will be of no further force or effect,
  provided, however, that no termination of this Agreement will relieve any party
  of liability for any breaches of this Agreement that are based on a wrongful
  refusal or failure to perform any obligations 

 ARTICLE 10. 

  MISCELLANEOUS PROVISIONS 

         10.1        
  Effectiveness of Representations; Survival. Each party is entitled to
  rely on the representations, warranties and agreements of each of the other
  parties and all such representation, warranties and agreement will be effective
  regardless of any investigation that any party has undertaken or failed to undertake.
  The representation, warranties and agreements will survive the Closing Date
  and continue in full force and effect until two (2) years after the Closing
  Date. 

         10.2        
  Further Assurances. Each of the parties hereto will cooperate with the
  others and execute and deliver to the other parties hereto such other instruments
  and documents and take such other actions as may be reasonably requested from
  time to time by any other party hereto as necessary to carry out, evidence,
  and confirm the intended purposes of this Agreement. 

        10.3        
  Amendment. This Agreement may not be amended except by an instrument
  in writing signed by each of the parties. 

         10.4        
  Expenses. Each party to this Agreement will bear its respective expenses
  incurred in connection with the preparation, execution, and performance of this
  Agreement, including all fees and expenses of agents, representatives, counsel,
  and accountants. 

         10.5        
  Entire Agreement. This Agreement, the exhibits, schedules attached hereto
  and the other Closing Documents contain the entire agreement between the parties
  with respect to the subject matter hereof and supersede all prior arrangements
  and understandings, both written and oral, expressed or implied, with respect
  thereto. Any preceding correspondence or offers are expressly superseded and
  terminated by this Agreement. 

         10.6        
  Notices. All notices and other communications required or permitted under
  to this Agreement must be in writing and will be deemed given if sent by personal
  delivery, faxed with electronic confirmation of delivery, internationally-recognized
  express courier or registered or certified mail (return receipt requested),
  postage prepaid, to the parties at the following addresses (or at such other
  address for a party as will be specified by like notice): 


Page 12 of 16






 

	 	If to MDK Sports and to the Shareholders: 
	 	 	 
	 	 	MDK SPORTS & ENTERTAINMENT INC. 

        Attention: Michael Radcliffe 

        PO Box 180 Elka Park, NY 12427 

       Telephone: (518) 589-9190 

        Facsimile: (518) 589-0341 

	 	 	 
	 	If to Image Innovations: 
	 	 	 
	 	 	IMAGE INNOVATIONS HOLDINGS, INC.  

        Attention: Alain Kardos, President 

        Suite 1109, 100 Park Royal 

        West Vancouver, British Columbia 

      Telephone: (604) 925-5283

        Facsimile: (604) 925-5285 

	 	 	 
	 	With a copy (which will not constitute notice)
      to: 
	 	 	 
	 	 	Michael H. Taylor, Esq. 

        O'Neill & Taylor PLLC

        Suite 1010, 435 Martin Street, 

        Blaine, WA 98230 

       Facsimile: (330) 332-2291 




All such notices and other communications will be deemed to
  have been received (a) in the case of personal delivery, on the date of such
  delivery, (b) in the case of a fax, when the party sending such fax has received
  electronic confirmation of its delivery, (c) in the case of delivery by internationally-recognized
  express courier, on the business day following dispatch and (d) in the case
  of mailing, on the fifth business day following mailing. 

         10.7        
  Headings. The headings contained in this Agreement are for convenience
  purposes only and will not affect in any way the meaning or interpretation of
  this Agreement. 

         10.8        
  Benefits. This Agreement is and will only be construed as for the benefit
  of or enforceable by those persons party to this Agreement. 

         10.9        
  Assignment. This Agreement may not be assigned (except by operation of
  law) by any party without the consent of the other parties. 

         10.10      
  Governing Law. This Agreement will be governed by and construed in accordance
  with the laws of the State of Nevada applicable to contracts made and to be
  performed therein. 

          10.11       
  Construction. The language used in this Agreement will be deemed to be
  the language chosen by the parties to express their mutual intent, and no rule
  of strict construction will be applied against any party. 

         10.12       
  Counterparts. This Agreement may be executed in one or more counterparts,
  all of which will be considered one and the same agreement and will become effective
  when one or more counterparts have been signed by each of the parties and delivered
  to the other parties, it being understood that all parties need not sign the
  same counterpart. 

         10.13       
  Fax Execution. This Agreement may be executed by delivery of executed
  signature pages by fax and such fax execution will be effective for all purposes.



Page 13 of 16







         10.14       
  Schedules and Exhibits. The schedules and exhibits are attached to this
  Agreement and incorporated herein. 


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.


 SIGNED, SEALED AND DELIVERED  

  BY MICHAEL RADCLIFFE in the presence of: 

	/s/
      Denise Constable	 	/s/
      Michael Radcliffe
	Signature of Witness	 	MICHAEL RADCLIFFE
	 	 	 
	Tannersville,
      NY 12485	 	 
	Address of Witness	 	 
	 	 	 
	 	 	 
	 	 	 
	MDK SPORTS & ENTERTAINMENT INC.	 	 
	a Delaware corporation by its authorized signatory:	 	 
	 	 	 
	/s/
      Michael Radcliffe	 	 
	Signature of Authorized Signatory	 	 
	 	 	 
	Michael
      Radcliffe	 	 
	Name of Authorized Signatory	 	 
	 	 	 
	President	 	 
	Position of Authorized Signatory	 	 
	 	 	 
	 	 	 
	IMAGE INNOVATIONS HOLDINGS INC.	 	 
	a Nevada corporation by its authorized signatory:	 	 
	 	 	 
	/s/
      Alain Kardos 	 	 
	Signature of Authorized Signatory	 	 
	 	 	 
	Alain
      Kardos	 	 
	Name of Authorized Signatory	 	 
	 	 	 
	President
      and CEO	 	 
	Position of Authorized Signatory	 	 
	 	 	 
	 	 	 
	IMAGE INNOVATIONS SPORTS & ENTERTAINMENT INC.	 	 
	a Nevada corporation by its authorized signatory:	 	 
	 	 	 
	/s/
      Alain Kardos	 	 
	Signature of Authorized Signatory	 	 
	 	 	 
	Alain
      Kardos	 	 
	Name of Authorized Signatory	 	 
	 	 	 
	President
      and CEO	 	 
	Position of Authorized Signatory