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
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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 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.

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<PAGE>

      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
<PAGE>

                                   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,  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.

                                  Page 4 of 16
<PAGE>

      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
<PAGE>

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

                                  Page 6 of 16
<PAGE>

      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 contemplated hereby will be, the valid

                                  Page 7 of 16
<PAGE>

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
<PAGE>

                                   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 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.

                                  Page 9 of 16
<PAGE>

      (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
<PAGE>

      (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 satisfaction of MDK

                                 Page 11 of 16
<PAGE>

            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
<PAGE>

         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
<PAGE>

      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:


-----------------------------                        ---------------------------
Signature of Witness                                          MICHAEL RADCLIFFE

-----------------------------
Address of Witness

----------------------------


MDK SPORTS & ENTERTAINMENT INC.
a Delaware corporation by its authorized signatory:


-----------------------------
Signature of Authorized Signatory

-----------------------------
Name of Authorized Signatory

----------------------------
Position of Authorized Signatory


IMAGE INNOVATIONS HOLDINGS INC.
a Nevada corporation by its authorized signatory:


-----------------------------
Signature of Authorized Signatory

-----------------------------
Name of Authorized Signatory

-----------------------------
Position of Authorized Signatory


IMAGE INNOVATIONS SPORTS & ENTERTAINMENT INC.
a Nevada corporation by its authorized signatory:


-----------------------------
Signature of Authorized Signatory

-----------------------------
Name of Authorized Signatory

-----------------------------
Position of Authorized Signatory