Filed by Automated Filing Services Inc. (604) 609-0244 - Image Innovations Holdings Inc. - Exhibit 10.2







LOAN AGREEMENT



THIS AGREEMENT dated January 14, 2003


 BETWEEN:

	 	IMAGE INNOVATIONS INC., a Delaware corporation
        having an office at 1109 - 100 Park Royal South, West Vancouver, British
        Columbia, V7T 1A2 

      (the "Borrower") 



AND: 

	 	H.E. CAPITAL S.A., a corporation having an office
        at Casa del Sol, MJ19 Paseo Marino, Perla Marina, Sosua, Dominican Republic
      

       (the "Lender") 




WITNESSES THAT WHEREAS the Borrower has requested and the Lender
  has agreed to provide the Borrower with a secured non-revolving loan up to the
  aggregate principal amount of $500,000 (United States funds) for general working
  capital purposes on the terms and conditions set forth herein; 

 THEREFORE, in consideration of the premises and the mutual
  covenants and agreements hereinafter set forth, the parties hereto covenant
  and agree each with the other as follows: 

 1.0     INTERPRETATION 

 1.1     Definitions

	 	In this Agreement, unless there is something in the
        subject matter or context inconsistent therewith: 

       "Agreement" means this agreement as amended and
        in effect from time to time; 

       "Date of Advance" means January 14, 2003, whether
        that date is before or after the date of execution of this Agreement or
        the date on which the Loan proceeds are actually advanced to the Borrower;
      

       "Event of Default" has the meaning ascribed thereto
        in Clause 8.1; 













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	 	"General Assignment Agreement" means an agreement
        in form satisfactory to the Lender pursuant to which the Borrower assigns
        to the Lender all accounts receivable of the Borrower, including insurance
        proceeds; 

       "Interest Rate" means nine percent (9%) per annum;
      

       "Lender Priority Agreements" means one or more
        priority agreements in form satisfactory to the Lender evidencing the
        priority of the security interests contained in or created by the Security
        Documents over any and all other security interests in the property, assets
        and undertaking of the Borrower; 

       "Loan" means the secured non-revolving loan in
        the principal amount of $500,000 (United States funds) (or such greater
        amount as may be agreed in writing by the Lender from time to time) to
        be made by the Lender to the Borrower pursuant to this Agreement; 

       "person" includes a corporation, an individual,
        a partnership, a joint venture, a trust, an unincorporated organization,
        and a government or any department or agency thereof; 

       "Permitted Encumbrances" means any security existing
        at the date of this Agreement and registered against the assets of the
        Borrower; 

       "Postponement Agreements" means postponement
        agreements in forms satisfactory to the Lender pursuant to which the Borrower
        and each director and officer of the Borrower postpones the payment of
        any indebtedness of the Borrower to any of them to the payment by the
        Borrower of its indebtedness to the Lender; 

       "Promissory Note" means a promissory note in
        form satisfactory to the Lender evidencing each advance in respect of
        the Loan, to be issued by the Borrower in favour of the Lender; 

       "Security Agreement" means one or more general
        security agreements in forms satisfactory to the Lender, to be made by
        the Borrower in favour of the Lender as security for all present and future
        indebtedness of the Borrower to the Lender and creating a general security
        interest in all of the Borrower's present and after-acquired personal
        property, as amended and in effect from time to time; 

       "Security Documents" means, collectively, the
        Security Agreement, the Promissory Note, the General Assignment Agreement,
        all Lender Priority Agreements, all Postponement Agreements, and such
        other documents and instruments as may be requested by the Lender from
        time to time to better secure payment of the Loan and accrued interest
        thereon. 














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1.2     Governing Law


 This Agreement shall be governed by and be construed in accordance
  with the laws of the Province of British Columbia and Canadian federal laws
  applicable in the Province of British Columbia, and notwithstanding the jurisdictions
  of incorporation of the Borrower and the Lender, the parties hereto irrevocably
  attorn to the jurisdiction of the courts of the Province of British Columbia.



1.3     Severability


 If any covenant, obligation or agreement contained herein
  or the application thereof to any person or circumstance shall, to any extent,
  be invalid or unenforceable, the remainder or this Agreement or the application
  of such covenant, obligation or agreement to such person or circumstance other
  than those to which it is held invalid or unenforceable, shall not be affected
  thereby and each covenant, obligation and agreement contained herein shall be
  separately valid and enforceable to the fullest extent permitted by law. 


1.4     Gender


 Wherever the singular or masculine or neuter is used throughout
  this Agreement the same shall be construed as meaning the plural or feminine
  or body corporate when the context or the parties hereto may require. 


1.5     Currency


 Any amounts expressed in United States funds in this Agreement
  must, together with interest accrued thereon, be repaid in United States funds.



1.6     Schedules



Each Schedule to this Agreement forms part hereof.


2.0     LOAN 


2.1     Amount and Purpose of Loan


 Subject to the terms and conditions hereof, the Lender will
  lend to the Borrower the principal amount of up to $500,000 (United States funds)
  for use by or on behalf of the Borrower for general working capital purposes
  approved by the Lender. 









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2.2     Availability of the Loan


 The Loan proceeds will be advanced by the Lender to the Borrower
  in whole or in part from time to time as may reasonably be required by the Borrower
  for its legitimate business purposes, subject to execution and delivery of such
  of the Security Documents as the Lender may require, and subject to satisfaction
  of all conditions precedent set forth herein. 


2.3     Principal


 The principal balance of the Loan, together with all unpaid
  interest thereon, shall become due and payable and shall be paid in full forthwith
  upon demand made therefor by the Lender. 


2.4     Interest


 The Borrower will pay interest on the amount of the Loan outstanding
  from time to time both before and after each of demand, default and judgement,
  in accordance with the following provisions: 

	 	(a)
 	the Loan will bear interest at the Interest Rate;
	 	 	 
	 	(b)	interest will accrue from day to day on the basis of a year
      of 365 or 366 days, as the case may be;
	 	 	 
	 	(c)	interest will be payable when demand is made for payment
      of the Loan; and
	 	 	 
	 	(d)	if the Borrower fails to make any payment
        of interest when due, the Borrower will pay compound interest thereon
        computed on the last banking day of each month until paid.




2.5     Place of Payment


 All payments to be made by the Borrower to the Lender hereunder
  will be made to the Lender at its address first set forth above or at such other
  place as the Lender may advise the Borrower from time to time in writing. 


2.6     Prepayment


 The Borrower shall have the right to prepay the principal
  balance of the Loan in whole or in part, together with any and all other monies
  due hereunder, without penalty or bonus at any time. 









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2.7     Acceleration


 At the sole option of the Lender, the principal balance of
  the Loan together with all accrued and unpaid interest thereon and all other
  monies due hereunder shall become immediately due and payable upon the occurrence
  of an Event of Default. 


3.0     LIABILITY



3.1     Lender May Grant Extensions


 No obligation, liability or undertaking whatsoever of the
  Borrower, and no security whatsoever given by the Borrower hereunder or under
  any agreement, document or instrument delivered in connection with the Loan,
  shall be limited or affected by the granting of time, renewals, extensions,
  releases or discharges by the Lender to the Borrower. 


3.2     Exhaustion of Remedies


 The Lender shall not be bound to exhaust recourse against
  the Borrower prior to being entitled to payment from the Borrower. 


3.3     Prohibition


 Until all sums owing to the Lender by the Borrower under this
  Agreement have been paid in full, the Borrower shall not, without the prior
  written consent of the Lender, be entitled to, or assert or claim to have the
  benefit of, any right of set-off or counterclaim against the Lender. 


4.0     COVENANTS OF THE BORROWER



4.1     General Covenants



The Borrower hereby covenants and agrees with the Lender that so long as the Loan or any part thereof remains outstanding, the Borrower will:


	 	(a)	duly and punctually pay or cause to be paid to the
        Lender all amounts required to be paid to it pursuant to this Agreement
        on the day, at the place, in the monies and in the manner set forth herein;












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	 	(b)	duly observe and perform each and all
        of its covenants and agreements as set forth in this Agreement and in
        the Security Documents;

	 	 	 
	 	(c)	use the proceeds of the Loan only for the purposes specified
      in clause 2.1;
	 	 	 
	 	(d)	at all times maintain its corporate
        existence and carry on and conduct its businesses in a proper and efficient
        manner and will keep or caused to be kept proper books of account and
        will submit to the Lender within 140 days after the close of each fiscal
        year annual audited financial statements for such year and within 60 days
        of the completion of each quarter fiscal year unaudited financial statements
        in respect of such quarter; and

	 	 	 
	 	(e)	provide the Lender, within five (5)
        days of any written request from the Lender, with a full and complete
        list setting out all of the jurisdictions in which the Borrower carries
        on business and the jurisdictions in which "Collateral", as defined in
        the General Security Agreement, is located.




4.2     Negative Covenants


 The Borrower covenants and agrees that so long as the Loan
  or any part thereof remains outstanding, the Borrower will not, without the
  prior written consent of the Lender: 

	 	(a)	declare or pay or set aside for payment
        any dividend or otherwise make distribution with respect to its shares,
        or voluntarily purchase, redeem, acquire or retire any shares of any class;

	 	 	 
	 	(b)	lend money to or invest money in any
        person, whether by way of loan, acquisition of shares, acquisition of
        debt obligations or in any other manner whatsoever except in the ordinary
        course of business;

	 	 	 
	 	(c)	guarantee or otherwise become surety
        for or upon the obligations of others except in the ordinary course of
        business;

	 	 	 
	 	(d)	consolidate or amalgamate with or merge
        into any other person

	 	 	 
	 	(e)	pay or set aside for payment any bonus,
        management fee or other non-salary remuneration (including options) to
        any of its employees, directors or officers;

	 	 	 
	 	(f) 	commence or in anyway become involved
        in, whether directly or indirectly or in conjunction with any other person,
        any new businesses not reasonably related to the current business of the
        Borrower.













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5.0     REPRESENTATIONS AND WARRANTIES



5.1     Borrower's Representations and Warranties


 The Borrower represents and warrants to the Lender as follows,
  which representations and warranties shall survive the execution and delivery
  of this Agreement and all instruments and agreements delivered pursuant hereto,
  and the advance of the Loan: 

	 	(a)	the Borrower has full power, authority,
        capacity and legal right to enter into and to perform this Agreement and
        all instruments and agreements delivered pursuant hereto;

	 	 	 
	 	(b)	the execution, delivery and performance
        of this Agreement and all instruments and agreements delivered pursuant
        hereto, have been duly authorized by all necessary corporate action on
        the part of the Borrower and will not violate any provision of the Borrower's
        constating documents or any agreement to which it is a party, and this
        Agreement and those Security Documents to which the Borrower is party
        constitute legal, valid and binding obligations of the Borrower enforceable
        against the Borrower in accordance with their respective terms except
        as limited by applicable bankruptcy, insolvency, reorganization or other
        laws of general application relating to or affecting the enforcement of
        creditors' rights and rules or laws concerning equitable remedies.




5.2     Lender's Representations and Warranties


 The Lender represents and warrants to the Borrower as follows,
  which representations and warranties shall survive the execution and delivery
  of this Agreement and all instruments and agreements delivered pursuant hereto,
  and the advance of the Loan: 

	 	(a)	the Lender has full power, authority,
        capacity and legal right to enter into and to perform its obligations
        under this Agreement and all instruments and agreements delivered pursuant
        hereto;

	 	 	 
	 	(b)	the execution, delivery and performance
        of this Agreement and all instruments and agreements delivered pursuant
        hereto, have been duly authorized by all necessary corporate action on
        the part of the Lender and will not violate any provision of the Lender's
        constating documents or any agreement to which it is party.













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6.0     SECURITY



6.1     Delivery


 As security for, inter alia, repayment of the
  Loan and payment of interest thereon, the Borrower shall deliver or cause to
  be delivered to the Lender, duly executed by the Borrower: 

	 	(a)	a Promissory Note;
	 	 	 
	 	(b)	a Security Agreement;
	 	 	 
	 	(c)	such Lender Priority Agreements as may be required from time
      to time by the Lender;
	 	 	 
	 	(d)	such Postponement Agreements as may be required from time
      to time by the Lender; and
	 	 	 
	 	(e)	such further and other documents and
        instruments as the Lender may require from time to time to better secure
        the payment of the Loan, provided, however, that any such documents and
        instruments shall be consistent with the provisions of this Agreement.



 6.2     The Lender may register any
  or all Security Documents at any time and in any jurisdiction, against any or
  all assets of the Borrower, without the consent of or notice to the Borrower.


 7.0     CONDITIONS 


          Conditions Precedent to Obligations of Lender


 7.1     The obligation of the Lender
  to advance the Loan or any part thereof is subject to the fulfillment of each
  of the following conditions precedent: 

	 	(a)	the representations and warranties contained
        herein and in any related agreements made in favour of the Lender shall
        be true and correct on and as at the Date of Advance;

	 	 	 
	 	(b)	the Borrower shall have issued, executed
        and delivered to the Lender, or caused to be issued, executed and delivered
        to the Lender, each of the Security Documents and such other documents
        and instruments as the Lender may reasonably require;













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	 	(c)	the Security Agreement and any other
        registerable Security Documents, or notice thereof, shall have been registered
        or recorded in all offices of public record in British Columbia and elsewhere
        necessary to maintain the validity and priority thereof subject to no
        prior liens, encumbrances or security interests save and except for Permitted
        Encumbrances as defined therein;

	 	 	 
	 	(d)	the Lender shall have received certified
        copies of such resolutions of the directors of the Borrower authorizing
        the transactions contemplated herein as the Lender shall reasonably request;

	 	 	 
	 	(e)	the Borrower and the Lender shall have
        obtained any and all consents, approvals or authorizations and made such
        filings as may be required in connection with the valid issue, execution,
        delivery and performance of this Agreement and the Security Documents;

	 	 	 
	 	(f)	 two nominees of the Lender shall have
        been appointed to the board of directors of the Borrower and the Borrower
        shall have no more than three directors.



 The foregoing conditions precedent are for the sole benefit
  of the Lender and may be waived in full or in part by the Lender at any time.


 8.0     DEFAULT 


8.1     Events of Default


 The Borrower shall be in default under this Agreement, unless
  waived in writing by the Lender, in any of the following circumstances (each
  of which is herein called an "Event of Default"): 

	 	(a)	if the Borrower fails to pay the Loan
        or any interest thereon forthwith upon demand for payment being made;

	 	 	 
	 	(b)	if the Borrower defaults in the performance
        or observance of any other term, condition or covenant contained herein
        or in the Security Documents or in any other agreement between the Lender
        and the Borrower and such default is not remedied within five (5) days'
        notice from the Lender to the Borrower specifying such default;

	 	 	 
	 	(c)	if any representation, warranty or statement
        made in this Agreement, the Security Documents or any certificate or other
        document delivered to the Lender pursuant to this Agreement is untrue
        or incorrect in any material respect;













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	 	(d)	the Borrower declares itself to be insolvent
        or admits in writing its inability to pay its debts generally as they
        become due, or makes an assignment for the benefit of its creditors, is
        declared bankrupt, makes or files a notice of intention to make a proposal
        or otherwise takes advantage of provisions for relief under the Bankruptcy
        and Insolvency Act, the Companies Creditors' Arrangement Act
        or similar legislation in any jurisdiction (including "Chapter 11" in
        the United States), or makes an authorized assignment; or

	 	 	 
	 	(e)	a receiver, receiver and manager or
        receiver-manager of all or any part of the assets of the Borrower is appointed;
        or

	 	 	 
	 	(f) 	an order is made or an effective resolution
        is passed for winding-up the Borrower; or

	 	 	 
	 	(g)	the Borrower proposes to dispose of
        all or substantially all of its assets and undertaking or ceases or threatens
        to cease to carry on all or a substantial part of its business; or

	 	 	 
	 	(h)	an order of execution in excess of $10,000
        against the assets of the Borrower or any part thereof remains unsatisfied
        for a period of 10 days; or

	 	 	 
	 	(i) 	without the prior written consent of
        the Lender, the Borrower creates or permits to exist any security interest
        in, charge, encumbrance, lien on or claim against any assets of the Borrower
        which ranks or could in any event rank in priority to or pari passu with
        any of the security interests created by the Security Documents, save
        and except for Permitted Encumbrances (as defined therein); or

	 	 	 
	 	(j)	 if, without the prior written consent
        of the Lender, there is any change or modification to any of the material
        terms of the Permitted Encumbrances other than a reduction of the obligations
        of the Borrower in respect thereof; or

	 	 	 
	 	(k)	the holder of any other security interest,
        charge, encumbrance, lien or claim against any of the assets of the Borrower
        does anything to enforce or realize on such security interest, charge,
        encumbrance, lien or claim; or

	 	 	 
	 	(l) 	the Borrower enters into an amalgamation,
        merger, share exchange or other arrangement or compromise with any other
        person, or issues any securities other than common shares without par
        value; or













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	 	(m)	the Borrower fails to deliver to the
        Lender, forthwith after the advance of Loan proceeds, any Security Documents
        not delivered prior to the advance of the Loan proceeds, it being hereby
        acknowledged by the Borrower that if the Loan proceeds are advanced prior
        to execution, delivery and registration of all Security Documents, the
        Borrower will have a continuing obligation to use its own best efforts
        to have such Security Documents executed, delivered and, where appropriate,
        registered;

	 	 	 
	 	(n)	if the Lender ceases to have two nominees
        on the board of directors of the Borrower or the Borrower has more than
        three directors.




8.2 Waiver not to Affect Subsequent Breach


 The Lender may waive non-performance, default or any breach
  by the Borrower hereunder. No waiver shall extend to a subsequent non-performance,
  breach or default, whether or not the same as or similar to the non-performance,
  breach or default waived. No act or omission of the Lender shall extend to or
  be taken in any manner whatsoever to affect any subsequent breach or default
  of the Borrower or the rights of the Lender resulting therefrom. Any such waiver
  must be in writing and signed by the Lender to be effective. Notwithstanding
  any other provision of this Agreement, it is acknowledged and agreed by the
  Borrower that if Lender advances Loan proceeds prior to satisfaction of each
  of the conditions precedent set forth in clause 7.1, such conditions will not
  be or be deemed to have been waived, but will become covenants to be performed
  by the Borrower forthwith following the advance of Loan proceeds without further
  notice from the Lender or action on the part of the Lender, and any failure
  on the part of the Borrower to perform such obligations will be deemed to be
  an Event of Default for the purposes of clause 8.1(m). 


9.0     GENERAL



9.1     Proof of Indebtedness


 The records of the Lender as to the amount outstanding hereunder,
  or as to payment of any money payable hereunder or any part thereof being in
  default or of any demand for payment having been made shall be prima facie proof
  of such fact. 









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9.2     Waiver or Modification


 No failure or delay on the part of the Lender in exercise
  of any power or rights hereunder shall operate as a waiver thereof, nor shall
  any single or partial exercise of such right or power preclude any other right
  or power hereunder. No amendment, modification or waiver of any condition of
  this Agreement or consent to any departure by the Borrower therefrom shall in
  any event be effective unless the same shall be in writing signed by the Lender
  and nothing contained in this Agreement may be varied, modified, abrogated,
  altered or compromised except by written agreement of all parties. 


9.3     Time of Essence



Time shall be of the essence hereof.



9.4     Expenses


 The Borrower shall be liable to pay and will pay, forthwith
  upon a request for same, all costs, charges and expenses (including legal fees
  and disbursements on a solicitor and own client basis) paid or incurred at any
  time or from time to time by the Lender for or in respect of the negotiation
  of the terms and conditions of the Loan, the preparation of this Agreement and
  the Security Documents, the carrying out of any and all actions contemplated
  by this Agreement and the Security Documents, and for and in respect of any
  and all acts, actions and proceedings (including legal proceedings) for the
  exercise, enforcement or preservation of any of its rights, remedies or recourse
  hereunder and under the Security Documents or the payment or other satisfaction
  of the Loan. 


9.5     Assignment


 The Borrower shall have no right to assign or transfer its
  rights hereunder without the prior written consent of the Lender. The Lender
  may assign or transfer any or all of its rights or interest hereunder or under
  the Security Agreements without the prior written consent of the Borrower, provided
  that no such assignment shall be effective against the Borrower until the Lender
  gives notice of such Assignment to the Borrower. 


9.6     Appropriation of Monies Received


 The Lender may upon the occurrence and during the continuance
  of an Event of Default appropriate any monies received by it from the Borrower
  or from any security held by the Lender in or toward payment of such of the
  obligations of the Borrower as the Lender may see fit. 









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9.7     Non-Merger


 The taking of any action or dealing whatsoever by the Lender
  in respect of the Borrower or any security held by the Lender shall not operate
  as a merger of any of the obligations of the Borrower to the Lender or in any
  way suspend payment or affect or prejudice the rights, remedies and powers,
  legal or equitable, which the Lender may have in connection with such obligations,
  and the surrender, cancellation dealing with the said security or any part thereof
  shall not release or affect the obligations of the Borrower or prejudice any
  other part of the said security. 


9.8     Notices


 Any demand, request, notice or consent to be given under this
  Agreement shall be in writing and shall be given by delivering or telecopying
  the same addressed to the addresses of the parties first set out above or such
  other addresses as may be given in writing by one party to the other. Any such
  demand, request, notice or consent sent as aforesaid shall be deemed to have
  been received by the party to whom it is addressed upon delivery, if delivered,
  and when transmitted, if sent by telecopier or other like medium of transmission
  and actually received. 


9.9     Further Assurances


 Each of the parties hereto hereby covenants and agrees to
  execute such further and other documents and instruments and to do such further
  and other things as may be necessary to implement and carry out the intent of
  this Agreement. 


9.10     Entire Agreement


 The provisions herein contained constitute the entire agreement
  between the parties and supersede all previous communications, representations
  and agreements whether verbal or written between the parties with respect to
  the subject matter hereof. 







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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
  day first set forth above.

	IMAGE INNOVATIONS INC.

        Per:

      /s/ Alain Kardos

        Alain Kardos 

        Authorized Signatory
	H.E. CAPITAL S.A.

        Per

      /s/ Richard Smith

        Richard Smith

        Authorized Signatory