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v016366_ex10-6.txt





                              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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      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

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