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CERTIFICATIONS

I, Christopher Smith, Chief Financial Officer of Image Innovations Holdings
  Inc., certify that;

|(1) | I have reviewed this annual report
      on Form 10-KSB 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)                                                                                                                                                                                                                                                                                                                                        
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|    | b)                                                                                                                                                                                                                                                                                                                                        
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|    | c)                                                                                                                                                                                                                                                                                                                                        
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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)                                                                                                                                                                                                                                                                                                                                        
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|    | b)                                                                                                                                                                                                                                                                                                                                        

Date: September 18, 2003



/s/ Christopher Smith
  By:           Christopher
  Smith
  Title:        Chief Financial Officer

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