EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT,  dated as of December 29, 2004, by and between IMAGE
INNOVATIONS  HOLDINGS INC., a Nevada  corporation,  having a principal  place of
business at 432 Park Avenue South, New York, New York 10022 (the "Company"), and
Derick  G  Sinclair  having  a  residence  address  at 1550  Ostler  Crt,  North
Vancouver, BC, Canada, V7G2P1 (the "Executive").


                                    RECITALS

      WHEREAS, the Company desires to employ the Executive to render services to
the Company as an executive  officer,  and the Executive  desires to render such
services on behalf of the Company; and

      WHEREAS,  the Company and the Executive  desire to set forth the terms and
conditions  on  which  (i) the  Company  will  employ  the  Executive,  (ii) the
Executive  will render  services to the  Company  and any other  corporation  or
business  entity  controlling,  controlled  by or under common  control with the
Company  (each,  an  "Affiliate"),  and (iii) the Company  will  compensate  the
Executive for such services.

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1. Employment.

      The Company hereby employs the Executive, and the Executive hereby accepts
such employment, upon the terms and conditions herein set forth.

      2. Term.

      Subject to the provisions for  termination  provided  herein,  the initial
term of employment of the Executive  under this Agreement  shall be for a period
of two (2) years  commencing  on January 1, 2005 and ending on December 31, 2007
(the "Initial Term").  The Executive's  employment under this Agreement shall be
automatically  extended thereafter for two additional one-year periods (each, an
"Extension  Term") unless either party gives a notice of termination not earlier
than 180 days and not later than 90 days prior to the  expiration of the Initial
Term or any Extension  term. The Initial Term and all Extension  Terms,  if any,
are referred to herein as the "Term."




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<PAGE>

      3. Duties and Responsibilities.

      3.1 During  the Term of this  Agreement,  the  Executive  shall  serve the
Company in an executive capacity and shall perform such duties as are reasonably
determined from time to time by the Company's Board of Directors.  The Executive
shall devote his full attention and apply his reasonable  efforts,  energies and
skills,  on a full-time basis, to the business of the Company and each Affiliate
(such   corporations  or  other  business  entities  being  referred  to  herein
collectively  as the  "Image  Group")  and  shall  not  during  the Term of this
Agreement  be  engaged  in any  other  business  activity,  whether  or not such
business activity is pursued for gain, profit, or other pecuniary advantage. The
Company  acknowledges  that the Executive holds existing  positions  outside the
Image Group:  Sole  Officer and  Director for Ribot Farms Ltd.  Sole Officer and
Director  of  Natalma  Industries  Inc.  Sole  Officer  and  Director  of Cosmah
Industries  Inc.  The  Executive  represents  that his  involvement  with  these
entities have no priority over the work he will perform for the Company and will
not interfere with the Executive's  responsibilities  and duties to the Company.
The Executive will provide notice to the Company,  in writing,  of any change in
the status of his positions  outside the Image Group.  Subject to the provisions
of  Section 10 hereof,  the  foregoing  restriction  shall not be  construed  as
preventing  the  Executive  from  investing his assets in such form or manner as
will not require any services on his part in the operation of the affairs of the
companies in which such investments are made.

      3.2 During the Term, the Executive shall serve as and perform the function
of Cheif Financial  Officer and shall perform such other duties and functions as
the  Board  of  Directors  of the  Company  may  determine  consistent  with the
Executive's  experience  and  background.  The  Executive  will  be  one  of the
Company's  principal  operating  officers and, as such, shall conduct and manage
the Company's business in accordance with the policies  established by the Board
of Directors from time to time.

      3.3 The  Executive  shall have a duty to act only in the best  interest of
the Image Group and  acknowledges  that he owes the Image Group a high degree of
trust and loyalty.  While he is employed by the Company, the Executive shall not
take any action that would harm or  detrimentally  impact upon the Image Group's
business.

      3.4 At all times during the performance of this  Agreement,  the Executive
shall strictly adhere to all policies, rules and regulations that have now been,
or may hereafter be, established by the Image Group for his conduct,  including,
but not limited to, all matters set forth in any employee  handbook of the Image
Group,  as adopted and modified from time to time.  The  Executive  shall report
directly to, and shall be subject to the  direction and control of, the Board of
Directors of the Company.

      3.5.  In order to induce the  Company to enter  into this  Agreement,  the
Executive represents and warrants to the Company that (a) the Executive is not a
party or subject  to any  employment  agreement  or  arrangement  with any other
person,  firm,  company,  corporation  or  other  business  entity,  and (b) the
Executive is subject to no restraint,  limitation,  or  restriction by virtue of
any agreement or arrangement or by virtue of any law or rule or otherwise  which
would  impair the  Executive's  right or ability  (i) to enter the employ of the
Company  or any other  member of the Image  Group or (ii) to  perform  fully his
duties and obligations pursuant to this Agreement.




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<PAGE>

      4. Compensation.

      4.1 For all services  rendered by the Executive under this Agreement,  the
Company shall pay the Executive,  and the Executive shall accept,  the following
compensation:

            4.1.1 A salary of $156,000 per annum ("Salary");

            4.1.2.100,000  options  to  purchase  shares of the  Company  at the
                  closing  price on January 1, 2005.  All 100,000  options  will
                  vest immediately.

            4.1.3 Such additional compensation in the nature of bonus, incentive
                  compensation,   profit   sharing   or  other   similar   plan,
                  arrangement or program as the Board of Directors may determine
                  from time to time ("Additional Compensation").  The Additional
                  Compensation may be in the form of cash  compensation or stock
                  grants and may be based on performance by the Executive.

      4.2 Unless  otherwise  agreed by the Executive,  the Company shall pay the
Executive's Salary in equal bi-weekly installments and shall pay the Executive's
Additional  Compensation  at such time as the Board of Directors  may  determine
from time to time. The Executive's  Salary and Additional  Compensation shall be
payable  subject to such deductions as are then required by law and such further
deductions as may be agreed to by the Executive in accordance with the Company's
prevailing salary payroll practices.

      4.3 On or about January 1, 2006, the Board of Directors of the Company and
the Executive shall review the Executive's compensation under this Agreement, at
which time such  compensation  may be  adjusted  upon  mutual  agreement  of the
parties.

      5. Benefits.

      5.1 The Executive shall be entitled to four (4) weeks of paid vacation per
calendar  year,  provided  that  the  Executive  shall  not take  more  than two
consecutive weeks of vacation during any year. No portion of any unused vacation
time shall be carried over to a subsequent period unless specifically authorized
by the Board of Directors of the Company.

      5.2 The Executive  shall also be entitled to participate in any pension or
profit sharing plan, stock purchase plan, stock option plan, group life,  dental
or vision insurance plan,  hospitalization insurance plan, medical services plan
and other similar plans, now or hereafter existing, afforded to the employees of
the  Image  Group.  The  company  will  make a  contribution  to the  Executives
Registered Retirement Compensation Plan each year to the maximum permitted under
the Canadian Income Tax Act estimated to be $14,000 for 2005.



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<PAGE>

      5.3 The Company  shall  furnish the  Executive  with an office  located in
Vancouver,  British  Columbia or the  surrounding  area,  of a size and with the
furnishings  and other  appointments,  and such other  facilities,  services and
staff, in each case at a level that is consistent with his position,  duties and
responsibilities.

      6.  Expenses.  The Executive  shall be  authorized  to incur  ordinary and
necessary  business  expenses in connection  with the  performance of his duties
hereunder,  including travel expenses and  entertainment  expenses,  as shall be
authorized  by the Board of  Directors of the Company.  Such  expenses  shall be
reimbursed only upon  presentation of paid receipts and/or original invoices and
such other information as shall be required for tax purposes.

      7. Sick  Leave.  The  Executive  shall be entitled to annual sick leave in
length to conform with the Company's general employment practices.

      8. Termination of Employment.

The Executive's employment under this Agreement may be terminated prior to the
expiration of the Term under any of the circumstances set forth in this Section
8.

      8.1 The Executive's employment shall terminate upon Executive's death.

      8.2 The Company may terminate the Executive's employment upon his becoming
"Totally  Disabled."  For purposes of this  Agreement,  the  Executive  shall be
"Totally  Disabled" if the Executive is physically or mentally  incapacitated so
as to render the  Executive  incapable  of  performing  his usual and  customary
duties under this Agreement without unreasonable accommodation.  The Executive's
receipt of disability benefits under the Company's long-term disability benefits
plan (the "LTD Plan") or receipt of Social Security disability benefits shall be
deemed  conclusive  evidence of Total  Disability for purpose of this Agreement;
provided,  however,  that in the  absence  of the  Executive's  receipt  of such
long-term  disability benefits or Social Security benefits,  the Company's Board
of  Directors  may, in its  reasonable  discretion  (but based upon  appropriate
medical evidence), determine that the Executive is Totally Disabled.

      8.3 The Company may terminate the Executive's employment for "Cause." Such
termination shall be effective as of the date specified in the written notice of
termination  provided to  Executive.  For purposes of this  Agreement,  the term
"Cause" shall mean any of the following: (A) conviction (including conviction on
a nolo contendere  plea) of (I) a crime involving the commission by Executive of
a felony or (II) a criminal act  intended to result  directly or  indirectly  in
substantial  gain or  personal  enrichment  to  Executive  at the expense of the
Company,  but excluding any such conviction that results solely from Executive's
title or position with the Company and is not based on his personal conduct;  or
(B) willful  misconduct or gross  negligence in connection  with the business of
the  Company  or an  Affiliate  occurring  after  the  Effective  Date  of  this
Agreement;  or (C) persistent  failure to observe or perform  Executive's duties
and  responsibilities or to comply with Company policies as set forth in Section
3 hereof after written  notice  thereof by the Company;  or (D) breach of any of
the covenants set forth in Section 10, 11 or 12 of this Agreement.



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      8.4 The  Company  may  terminate  the  Executive's  employment  under this
Agreement  without Cause after providing  ninety (90) days' prior written notice
of termination to the Executive.

      8.5  Any  termination  by  the  Company  under  this  Agreement  shall  be
communicated  by notice of termination  to the  Executive.  For purposes of this
Agreement,  a Notice of  Termination  shall mean a notice in writing  that shall
indicate the specific  termination  provision in this  Agreement  relied upon to
terminate the  Executive's  employment  and, if  applicable,  shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

      9. Compensation and Benefits Payable Following Termination.

      If the Executive's employment is terminated prior to the expiration of the
Term, the Executive (or his surviving spouse, beneficiary or estate, as the case
may be) shall receive the following compensation and benefits:

      9.1 Upon termination of the Executive's employment under Section 8 hereof,
the Company shall pay the Executive (or his personal representative) any accrued
but unpaid Salary for services  rendered to the date of termination,  the amount
of any compensation previously earned and deferred by the Executive,  any earned
but unpaid incentive  compensation for any calendar year ended prior to the year
in which is employment  terminates,  any accrued but unpaid expenses required to
be reimbursed under this Agreement,  and any vacation pay accrued to the date of
the termination.  The Company shall pay all of the foregoing amounts, except for
earned  but  unpaid  Additional  Compensation,  within 30 days after the date of
termination;  earned but unpaid  Additional  Compensation  for any calendar year
ended prior to the year in which the Executive's  employment terminates shall be
paid at the same time as the Company pays  Additional  Compensation to its other
senior executives.

      9.2 In the event that the  Executive's  employment  is  terminated  by the
Company without Cause pursuant to Section 8.4 above:

      (i)   The Company  shall  continue to provide the Executive the Salary and
            benefits  set forth in  Sections  4.1 and 5.2 above  that would have
            been payable to him if he had continued to perform his normal duties
            and  responsibilities  on a full-time basis until the earlier of (i)
            the expiration of the Term or (ii) his death.

      (ii)  Any amounts payable to the Executive under this Section 9.2 shall be
            reduced by any employment or consulting compensation received by the
            Executive from any source after the termination of this Agreement.

      9.3 If the  Executive's  employment is terminated  for any reason prior to
the last day of a calendar  year,  the Company  shall pay the  Executive (or his
personal  representative)  an amount equal to the pro rata portion (based on the
number  of days of  employment  prior to the  termination  date)  of the  annual
Additional  Compensation that would have been payable to the Executive if he had
continued in employment  through the end of the calendar year.  Such amount will
be paid at the  same  time  and in the  same  manner  as the  annual  Additional
Compensation for such year is paid to other senior executive officers.



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      9.4 Except as may otherwise be provided under this Agreement,

      (i)   any benefits to which the Executive may be entitled  pursuant to the
            plans,  policies  and  arrangements  referred  to in Section 5 above
            shall be determined  and paid in  accordance  with the terms of such
            plans, policies and arrangements; and

      (ii)  the Executive shall have no right to receive any other compensation,
            or to  participate in any other plan,  arrangement or benefit,  with
            respect to future periods after such termination or resignation.

      10. Restrictive Covenants.

      10.1 The Executive  acknowledges  that (i) the business  activities of the
Image Group  include and are  expected  to include the  manufacture  and sale of
celebrity image memorabilia and sports branded products ("Sports Memorabilia and
Branding  Business"),   (ii)  he  will  have  a  major  responsibility  for  the
development,  management and operation of the business of the Company, (iii) the
Company's business is intended to be international in scope, (iv) his employment
by the Company will bring him into close contact with  confidential  information
of the Company, its Affiliates,  its customers,  and its suppliers,  and (v) the
agreements  and covenants  contained in this Section 10 are essential to protect
the business  interests of the Company and that the Company would not enter into
this Agreement but for such agreements and covenants. Accordingly, the Executive
agrees as follows:

      10.1.1 Except as otherwise  specifically  provided for in this  Agreement,
throughout the Employment Period and the Post-Termination  Period (as such terms
are defined in Section 10.2) the Executive  shall not,  directly or  indirectly,
(i) engage in any aspect of the Sports Memorabilia and Branding Business or (ii)
without  limiting the generality of clause (i) above, be or become,  or agree to
be or become,  interested  in or associated  with,  in any capacity  (including,
without  limitation,  as  a  partner,  shareholder,  owner,  officer,  director,
employee,  principal,  agent,  creditor,  trustee,  consultant,  co-venturer  or
otherwise), any individual,  corporation, firm, association,  partnership, joint
venture or other  business  entity,  which is engaged in or which is planning to
engage in any aspect of the Sports Memorabilia and Branding Business;  provided,
however, that the Executive may own, solely as an investment,  securities of any
publicly  held  corporation  traded on any national  securities  exchange in the
United States of America,  if the  Executive is not a  controlling  person of or
member of a group that  controls,  such  corporation  and does not,  directly or
indirectly, own more than 1% of any class of securities of such corporation.

      10.1.2 Throughout the Employment Period and the  Post-Termination  Period,
the  Executive  shall  not,  directly  or  indirectly  (i)  induce or attempt to
influence  any  executive  of any member of the Image Group to leave its employ,
(ii) aid or agree to aid any competitor, customer or supplier of the Image Group
in any attempt to hire any person who shall have been  employed by any member of
the Image Group within the one (1) year period  preceding such requested aid, or
(iii)  induce or attempt to  influence  any person or business  entity who was a
customer or supplier of any member of the Image Group during any portion of such
period to transact  business  with a competitor of the Image Group in the Sports
Memorabilia and Branding Business.



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         10.1.3 Throughout the Employment Period and thereafter, the Executive
shall not disclose to anyone any information about the affairs of any member of
the Image Group, including without limitation, trade secrets, trade "know-how",
inventions, customer lists, client lists, business plans, operational methods,
pricing policies, marketing plans, sales plans, identity of suppliers, trading
positions, sales, profits or other financial information, which is confidential
to any member of the Image Group or is not generally known in the relevant trade
(collectively, "Proprietary Information"), regardless of whether the Executive
developed such Proprietary Information, nor shall the Executive make use of any
such Proprietary Information for his own benefit.

      10.2 For the purposes of this  Agreement  the  following  terms shall have
respective meanings ascribed to them below:

      10.2.1 "Employment Period" means the period of the Executive's  employment
by the Company,  including such period of employment,  if any,  extending beyond
the Term.

      10.2.2 "Post-Termination Period" means the two-year period commencing with
the end of the Employment Period.

      10.3 If the Executive breaches, or threatens to commit a breach of, any of
the provisions of Subsection  10.1 (the  "Restrictive  Covenants"),  the Company
shall have the following rights and remedies, each of which shall be independent
of the others and  severally  enforceable,  and each of which is in addition to,
and not in lieu of, any other  rights and  remedies  available to the Company at
law or in equity:

      10.3.1 The  Executive  shall  account  for and pay over to the Company all
compensation,  profits,  monies, accruals and other benefits derived or received
by the Executive or any person or business entity  affiliated with the Executive
as a result of any action or  transactions  constituting  a breach of any of the
Restrictive Covenants.

      10.3.2  Notwithstanding  the  provisions of Subsection  10.3.1 above,  the
Executive acknowledges and agrees that in the event of a violation or threatened
violation  of any of the  Restrictive  Covenants,  the  Company  shall  have  no
adequate remedy at law and shall therefore be entitled to enforce each provision
by temporary or permanent  injunctive or mandatory  relief obtained in any court
of competent jurisdiction without the necessity of proving damages,  posting any
bond or other security,  and without  prejudice to any other rights and remedies
which may be available at law or in equity.



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      10.4 If any of the Restrictive Covenants,  or any part thereof, is held to
be invalid or  unenforceable,  the same  shall not affect the  remainder  of the
covenant  or  covenants,  which  shall be given full force and  effect,  without
regard to the invalid or unenforceable portions.

      10.5 If any of the Restrictive Covenants,  or any part thereof, is held to
be  unenforceable  because of the duration of such provision or the area covered
thereby, the parties hereto agree that the court making such determination shall
have the power to reduce the duration  and/or area of such provision and, in its
reduced from, such provision shall then be enforceable.

      10.6 The  parties  hereto  intend to and  hereby  confer  jurisdiction  to
enforce the Restrictive Covenants upon the courts of any jurisdiction within the
geographical scope of such Restrictive  Covenants.  In the event that the courts
of any one or more of such  jurisdiction  shall hold such Restrictive  Covenants
wholly unenforceable by reason of the breadth of such scope or otherwise,  it is
the intention of the parties  hereto that such  determination  not bar or in any
way affect the Company's right to the relief provided above in the courts of any
other jurisdictions within the geographical scope of such Restrictive Covenants,
as to breaches of such  covenants in such other  respective  jurisdictions,  the
above  covenants as they relate to each  jurisdiction  being,  for this purpose,
severable into diverse and independent covenants.

      11. Inventions.

      All inventions, discoveries, investigations, improvements, know-how, trade
secrets,  and developments in technology  ("Inventions") that directly relate to
the business carried on, or to be carried on, by any member the Image Group that
have been or shall be made of or reduced to  practice by the  Executive,  either
alone or with  others,  whether the  activity in question  takes place within or
outside the usual  working  hours of the  Executive or on or off the premises of
the Company,  shall be held by the Executive  for the  exclusive  benefit of the
Company,  and the Executive shall assign in writing to the Company,  without any
payment being required or the part of the Company,  all of the right,  title and
interest which he may have acquired in and to any  Inventions.  In addition,  he
shall both  during and at any time prior to two (2) years  after the  Employment
Period,  assist the Company in every way reasonably requested by the Company, at
the expense of the Company  without cost to the Executive  (and with  reasonable
compensation  to the Executive in the event his employment  has then ended),  to
obtain for the Company in any and all  countries,  and to  maintain  and enforce
patents or the reissue or extension thereof on all Inventions which have been or
may be assigned.



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      12. Documentation of Proprietary Information and Inventions.

      All documents,  records, models,  prototypes or other tangible embodiments
or evidence of  Proprietary  Information  or  Inventions,  and all copies of the
foregoing  ("Materials"),  which may at any time be acquired by or come into the
possession of the Executive are the sole and exclusive  property of the Company.
All  Materials  shall be  surrendered  to the  Company  upon the  request by the
Company at any time. In addition,  upon the reasonable request by the Company at
any time,  the Executive  shall prepare  materials  accurately and adequately to
describe,  set forth or embody any  Proprietary  Information  or Inventions  and
deliver the same to the Company in order to  accomplish or complete the transfer
thereof to the Company, and the Executive shall be reimbursed by the Company for
all of his reasonable  out-of-pocket expenses incurred in so doing. During or at
any time prior to two (2) years after the Employment Period, the Executive shall
execute  all  documents  and take all  such  other  action  as the  Company  may
reasonably  require (being  reimbursed  for all of his reasonable  out-of-pocket
expenses  in this  connection)  in  order  to  assign  the  Company  any and all
copyrights and reproduction  rights to any Materials  prepared by him during and
in connection with such employment.

      13. Insurance.

      The Company may, from time to time, apply for,  purchase and maintain,  in
its own name and at its own expense, life, health, accident, disability or other
insurance  upon the  Executive in any sum or sums that it may deem  necessary to
protect its  interests,  and the  Executive  agrees to aid and  cooperate in all
reasonable  respects with the Company in procuring  any and all such  insurance,
including,  without  limitation,  submitting to the usual and customary  medical
examinations, and by filling out, executing and delivering such applications and
other  instruments  in writing as may be  reasonably  required  by an  insurance
company or companies to which an application or applications  for such insurance
may be made by or for the Company.  In order to induce the Company to enter into
this Agreement, the Executive represents and warrants to the Company that to the
best of his  knowledge  the  Executive  is  insurable  at  standard  (non-rated)
premiums.  The Company  acknowledges  that the Executive  has disclosed  that he
suffers  from  hemochromatosis  which may impact his  insurability  at  standard
premiums.

      14. Miscellaneous.

      14.1 This Agreement is a personal  contract,  and the rights and interests
of the Executive hereunder may not be sold,  transferred,  assigned,  pledged or
hypothecated by the Executive,  except as otherwise  expressly  permitted by the
provisions of this Agreement.  The Executive  shall not under any  circumstances
have  any  option  or right  to  require  payment  hereunder  otherwise  than in
accordance with the terms hereof. Except as otherwise expressly provided herein,
the Executive shall not have any power of anticipation, alienation or assignment
of payments contemplated hereunder, and all rights and benefits of the Executive
shall be for the sole  personal  benefit of the  Executive,  and no other person
shall  acquire  any right,  title or interest  hereunder  by reason of any sale,
assignment,  transfer,  claim or judgment or bankruptcy  proceedings against the
Executive;  provided,  however,  that (i) the Executive  shall have the right to
assign his right to receive any payment previously due and owing, subject to all
claims and  defenses of the  Company,  and (ii) in the event of the  Executive's
death, the Executive's  estate,  legal  representatives or beneficiaries (as the
case may be) shall have the right to receive all of the benefits that accrued to
the Executive pursuant to, and in accordance with, the terms of this Agreement.



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      14.2 The  Company  shall have the right to assign  this  Agreement  to any
successor to substantially all of its business or assets,  and the Executive and
any such successor shall be bound by all provisions hereof.

      14.3  Any  notice  required  or  permitted  to be given  pursuant  to this
Agreement  shall be in writing and sent to the party for whom or which intended,
at the address of such party set forth below,  by registered or certified  mail,
return  receipt  requested  or at such  other  address  as  either  party  shall
designate  by notice to the  other in the  manner  provided  herein  for  giving
notice:

                  (a)   If to the Company to:
                                Image Innovations Holdings Inc.
                                432 Park Avenue South
                                New York, New York 10022
                                Attention: Derick Sinclair
                                Facsimile:  (604) 925-5283

                        with a copy to:
                                Snow Becker Krauss P.C.
                                605 Third Avenue
                                New York, New York 10158
                                Attention: Jack Becker, Esq.
                                Facsimile: (212) 949-7052

                  (b)   If to Executive, to:
                                Derick G Sinclair
                                1550 Ostler Crt North
                                Vancouver, BC, V7G2P1 Canada
                                Facsimile: 604 924-8000

      14.7 This Agreement may be executed in  counterparts,  each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.

      14.8 If any provision of this Agreement,  or any part thereof,  is held to
be illegal or unenforceable,  the remainder of this Agreement shall nevertheless
remain in full force and effect.

      14.9 Each of the parties  hereto shall,  at any time and from time to time
hereafter,  upon the  reasonable  request of the other,  take further action and
execute,  acknowledge and deliver all such  instruments of further  assurance as
necessary to carry out the provisions of this Agreement.



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      14.10 This  Agreement  contains  the entire  agreement  and  understanding
between the Company and the Executive with respect to the subject matter hereof.
No  representations  or warranties of any kind or nature relating to the Company
or its business, assets, liabilities, operations, future plans or prospects have
been made by or on behalf of the Company to the Executive.

      14.11 All  controversies  or claims  arising  out of or  relating  to this
Agreement,  or the breach  hereof,  shall be subject to the laws of the State of
New York and  submitted  to the  Courts of the State and  County of New York for
resolution.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                            IMAGE INNOVATIONS
                                            HOLDINGS INC.:


                                            -------------------------
                                            Arthur Gononsky
                                            Chairman, Compensation Committee

                                            EXECUTIVE:


                                            -------------------------
                                            Derick Sinclair


                                       11