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CODE OF ETHICS

IMAGE INNOVATIONS HOLDINGS INC.(the Company)

The Board of Directors of the Company has adopted the following
  Code of Ethics (the Code) for directors and officers of the Company.
  This purpose of the Code is to:

|1. | focus the board of directors and each director
      and officer on areas of ethical risk;
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|2. | provide guidance to directors to help them recognize
      and deal with ethical issues;  
|3. | provide mechanisms to report unethical conduct;
      and                                 
|4. | help foster a culture of honesty and accountability.                                      

Each director and officer of the Company must comply with
  the letter and spirit of this Code.

No code or policy can anticipate every situation that may
  arise or replace the thoughtful behavior of an ethical director and officer.
  Directors and officers are encouraged to bring questions about particular circumstances
  that may implicate one or more of the provisions of this Code to the attention
  of the Chairman of the Audit Committee.

A.     CONFLICT OF INTEREST

Directors and officers must avoid any conflicts of interest
  between the director or officer and the Company unless the relationship is approved
  in advance by the board of directors of the Company. Any situation that involves,
  or may reasonably be expected to involve, a conflict of interest with the Company,
  should be disclosed promptly to the Companys board of directors. A conflict
  of interest can occur when:

|1. | A director's or officers
        personal interest is adverse toor may appear to be adverse tothe
        interests of the Company as a whole.                                                 
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|2. | A director or officer, or
        a member of his or her immediate family, receives improper personal benefits
        as a result of his or her position as a director of officer of the Company.

Some of the more common conflicts which directors should avoid
  are listed below:

a. Relationship of Company with third-parties

Directors may not receive a personal
  benefit from a person or firm which is seeking to do business or to retain business
  with the Company unless approved by the board of directors of the Company. A
  director or officer shall withdraw him or herself from any decision of the board
  of directors involving another firm or company with which the director or officer
  is affiliated.

b. Compensation from non-Company
  sources

Directors may not accept compensation
  (in any form) for services performed for the Company from any source other than
  the Company unless approved by the board of directors of the Company.

c. Gifts

Directors and officers may not offer,
  give or receive gifts from persons or entities who deal with the Company in
  those cases where any such gift is being made in order to influence the directors'
  or officers actions as a member of the Board or the Company, or where
  acceptance of the gifts could create the appearance of a conflict of interest.

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d. Personal use of Company assets

Directors and officers may not use Companys
  assets, labor or information for personal use unless approved by the board of
  directors in advance, or as part of a compensation or expense reimbursement
  program available to all directors.

B.     CORPORATE OPPORTUNITIES

Directors and officers are prohibited from:

|1. | Taking for themselves or
        their companies opportunities that are discovered through the use of Companys
        property or information or their position as a director or officer;                                                                             
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|2. | Using the Company's property
        or information for personal gain; or                                                                                                                                                                                               
|3. | Competing with the Company
        for business opportunities. However, if the Company's disinterested directors
        determine that the Company will not pursue an opportunity that relates
        to the Company's business, a director or officer may then do so.

C.     CONFIDENTIALITY

Directors and officers must maintain the confidentiality of
  information entrusted to them by the Company and any other confidential information
  about the Company that comes to them, from whatever source, in their capacity
  as a director or officer, except when disclosure is authorized or legally mandated.

For purposes of this Code, confidential information
  includes all non-public information relating to the Company.

D.     COMPLIANCE WITH LAWS, RULES
  AND REGULATIONS; FAIR DEALING

Directors and officers must comply, and oversee compliance
  by employees, officers and other directors and officers, with laws, rules and
  regulations applicable to the Company, including insider trading laws.

Directors and officers must deal fairly, and must oversee fair dealing by employees and officers, with the Company's customers, suppliers, competitors and employees.

E.     ENCOURAGING THE REPORTING OF ANY ILLEGAL
  OR UNETHICAL BEHAVIOR

Directors and officers should promote ethical behavior and take steps to ensure
  the Company:

|e. | Encourages employees to talk to supervisors, managers
        and other appropriate personnel when in doubt about the best course of
        action in a particular situation.
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|f. | Encourages employees to report violations of laws,
        rules, regulations or the Company's Code of Conduct to appropriate personnel;                                      
|g. | Informs employees that the Company will not allow retaliation
        for reports made in good faith.                                                                         

F.      COMPLIANCE STANDARDS

Directors and officers should communicate any suspected violations
  of this Code promptly to the board of directors. Violations will be investigated
  by the board or by persons designated by the board, and appropriate action will
  be taken in the event of any violations of the Code.

G.     WAIVER OF CODE OF BUSINESS
  CONDUCT AND ETHICS

Any waiver of this Code may be made only by the board of directors
  and must be promptly disclosed to the Companys shareholders.

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