Imagis Technologies Inc. Exhibit 4.1


EXHIBIT 4.1

REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (the
"Agreement"), dated as of July 8, 2002, between Imagis Technologies Inc., a
British Columbia corporation (the "Company"), and OSI Systems Inc., a California
corporation ("Holder").

RECITALS

     WHEREAS, simultaneously with the execution
and delivery of this Agreement, the Company has entered into a subscription
agreement the ("Subscription Agreement") with Holder pursuant to which
Holder is purchasing 1,166,667 shares (together with any Price Adjustment
Shares, as defined in the Subscription Agreement, the "Shares") of the
common shares, without par value (the "Common Shares"), of the Company
and 291,667 warrants (the "Warrants"), each Warrant to purchase one
Common Share (collectively, the "Warrant Shares"); and

     WHEREAS, the Company has agreed to grant
to Holder certain registration rights with respect to the Shares and Warrant
Shares being issued to Holder pursuant to the Subscription Agreement upon the
terms and conditions herein set forth.

     NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1.     Automatic
Registration.

          
(a)     The Company
shall prepare and file with the Securities and Exchange Commission (the
"SEC"), a registration statement (the "Registration
Statement") and such other documents, including a prospectus, as may be
necessary, in order to comply with the provisions of the Securities Act of 1933,
as amended (the "Act"), so as to permit the public sale of the
Registrable Shares (defined below).  The Company will use reasonable commercial
efforts to file the Registration Statement within 45 days from the Closing Date
(as defined in the Subscription Agreement), respond to the SEC's comments (if
any) within 10 business days of receipt of said comments and use its best
efforts to cause the Registration Statement to become effective within 120 days
from the Closing Date.

2.     Registrable Shares.   
  For purposes of this Agreement, the term "Registrable Shares" shall
mean each of the Shares and Warrant Shares (whether issued or issuable) and any
securities issued or issuable with respect to the Shares or Warrant Shares by
way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization or
otherwise. Once issued, any such securities shall cease to be Registrable Shares
registerable hereunder upon the earlier of (a) the sale of such securities
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Act"), (b) the distribution thereof to the
public pursuant to Rule 144 (or any successor provision) under the Act, (c) a
transfer pursuant to which new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of them shall not require registration or qualification
of them under the Act or any similar state law then in force, (d) they shall
have ceased to be outstanding, or (e) any and all legends restricting transfer
thereof may been 



removed in accordance with the provisions of Rule 144(k) (or any successor
provision) under the Act.

     3.     Covenants of
the Company With Respect to Registration.  The Company hereby covenants and
agrees as follows:

          
(a)     Following the
effective date of the Registration Statement, the Company shall, upon the
request of Holder, forthwith supply such reasonable number of copies of the
Registration Statement and prospectus meeting the requirements of the Act as
shall be reasonably requested by Holder to permit Holder to make a public
distribution of the Registrable Shares.  The obligations of the Company
hereunder with respect to the Registrable Shares are expressly conditioned on
Holder's furnishing to the Company such appropriate information concerning
Holder, the Registrable Shares and the terms of Holder's offering of such shares
as the Company may request.

          
(b)     The Company
will pay all costs, fees and expenses in connection with all Registration
Statements filed pursuant to this Agreement, including, without limitation, the
Company's legal and accounting fees, printing expenses and blue sky fees and
expenses; provided, however, that Holder shall be solely responsible for the
fees of any counsel or advisor retained by Holder in connection with such
registration and any transfer taxes or brokerage discounts, selling commissions
or selling fees applicable to the Registrable Shares sold by Holder pursuant
thereto.

          
(c)     The Company
will use reasonable efforts to qualify or register the Registrable Shares
included in a Registration Statement for offering and sale under the securities
or blue sky laws of such states as are reasonably requested by Holder, provided
that the Company shall not be obligated to execute or file any general consent
to service of process (unless the Company is already then subject to service in
such jurisdiction) or to qualify as a foreign corporation to do business under
the laws of any such jurisdiction.

          
(d)     The Company
shall use its best efforts to keep the Registration Statement effective until
the twelve month anniversary of its effective date or, if earlier, until the
distribution contemplated in the Registration Statement has been completed.

          
(e)     The Company
shall notify Holder in writing at any time when a prospectus relating to the
Registration Statement is required to be delivered under the Securities Act, of
the occurrence of any event as a result of which the prospectus included in the
Registration Statement (including any document to be incorporated by reference
therein) contains any untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading and, to the extent it is
obligated to continue to use its best efforts to keep the Registration Statement
effective pursuant to Section 3(d), at the request of the Holder, the Company
shall prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Shares, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and promptly make available to the Holder any
such supplement or amendment.

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(f)     The Company
shall notify Holder promptly and in writing, (i) when the Registration
Statement, the prospectus or any prospectus supplement or post-effective
amendment has been filed, and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose
and, to the extent it is obligated to continue to use its best efforts to keep
the Registration Statement effective pursuant to Section 3(d), the Company shall
promptly use its reasonable best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such stop order should be issued and (iii)
of the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of a Registration Statement
or any of the Registrable Shares for offer or sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose.

          
(g)     Nothing
contained in this Agreement shall require the Company to undergo an audit, other
than in the ordinary course of business.

          
(h)     In the event
that the Company grants to any purchasers of securities of the Company in any
private placement completed within twelve months from the date of this Agreement
(the "Other Securities") a penalty, liquidation reimbursement,
liquidated damages or similar payment in the event that the Company does not
file a registration statement covering the Other Securities by a specified date
or a registration statement covering the Other Securities is not declared
effective by a specified date, if the Registration Statement has not been filed
and/or declared effective by the SEC by the respective date(s) on which the
payment to the holders of the Other Securities is due, the Company will make a
payment to the Holder at the same rate (i.e., pro rata based on the aggregate
purchase price of the Registrable Shares and the aggregate purchase price of the
Other Securities) as paid to the holders of Other Securities

     4.     Covenant of
Holder.

          
(a)     Holder, upon
receipt of notice from the Company that an event has occurred which requires a
post-effective amendment to any registration statement covering Registrable
Shares or a supplement to the prospectus included therein or that a stop order
has been issued by the SEC, shall promptly discontinue the sale of the
Registrable Shares until Holder receives a copy of a supplemented or amended
prospectus from the Company, which the Company shall provide as soon as
practicable after such notice.

          
(b)     Holder agrees
to fully cooperate with the Company and to furnish to the Company such
information regarding Holder as the Company may from time to time deem
reasonably necessary in connection with the preparation and filing of any
registration statement covering the Registrable Shares. 

          
(c)     The Holder,
upon receipt of notice from the Company that an event of the kind described in
Sections 3(e) or (f) (ii) or (iii) has occurred which requires a post-effective
amendment to the Registration Statement or a supplement to the prospectus
included therein, shall promptly discontinue the sale of Registrable Securities
until the Holder receives a copy of a 

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supplemented or amended prospectus from the Company, which the Company shall
provide immediately after such notice.

          
(d)     It shall be a
condition precedent to the obligations of the Company under this Agreement that
the Holder shall furnish to the Company such information regarding itself, the
Registrable Shares and other securities of the Company held by it and the
intended method of liabilities of the Registrable Shares as still be reasonably
requested to effect the filing and effectiveness of the Registration Statement
and registration of such Registrable Shares.

     5.    
 Indemnification.
          
(a)     The Company
agrees to indemnify and hold harmless Holder, the affiliates of Holder, the
directors, partners, officers, employees and agents of Holder and each person
who controls Holder within the meaning of either the Act or the Securities
Exchange Act of 1934 (the "Exchange Act") against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in a Registration Statement as originally filed or in any
amendment thereof, or in any prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arise out of any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities laws or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities laws, and
agrees to reimburse each such indemnified party, as incurred, for any reasonable
legal or other expenses or losses incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that (i) the Company will not be liable in any case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished (or failed to furnish in the case of an omission or
alleged omission) to the Company by or on behalf of Holder specifically for
inclusion therein, (ii) the Company will not be liable to any indemnified party
under this indemnity agreement with respect to any Registration Statement or
prospectus to the extent that any such loss, claim, damage or liability of such
indemnified party results from the use of the prospectus during a period when
the use of the prospectus has been suspended, provided that Holder received
prior written notice of such suspension; and (iii) the Company shall not be
liable to any indemnified party with respect to any preliminary prospectus to
the extent that any such loss, claim, damage or liability of such indemnified
party results from the fact that such indemnified party sold Registrable Shares
to a person as to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the prospectus or of the prospectus as then
amended or supplemented in any case where such delivery is required by the Act,
if the loss, claim, damage or liability of such indemnified party results from
an untrue statement or omission of a material fact contained in the preliminary
prospectus which was corrected in the prospectus or in the prospectus as then
amended or supplemented.

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(b)     Holder shall
indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement and each person who controls the
Company within the meaning of either the Act or the Exchange Act against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof) (i)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement as originally filed or
in any amendment thereof, or in any prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only insofar as
any such statement, omission, alleged statement or alleged omission was made in
reliance upon and in conformity with information furnished to the Company by the
Holder, (ii) results from the use of the prospectus during a period when the use
of the prospectus has been suspended, provided that Holder received prior
written notice of such suspension, or (iii) results from the fact that the
Holder sold Registrable Shares to a person as to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of the
prospectus or of the prospectus as then amended or supplemented in any case
where such delivery is required by the Act, if the loss, claim, damage or
liability results from an untrue statement or omission of a material fact
contained in the preliminary prospectus which was corrected in the prospectus or
in the prospectus as then amended or supplemented, and agrees to reimburse each
such indemnified party, as incurred, for any reasonable legal or other expenses
or losses incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action.

          
(c)     Promptly after
receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or investigation, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party in writing of the commencement thereof;
but the failure so to promptly notify the indemnifying party will not relieve
the indemnifying party from liability under Section 5(a) or 5(b) hereof unless
it is prejudiced thereby.  The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified parties shall have
the right to employ one separate counsel and the indemnifying party shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the use
of counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall 

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authorize the indemnified party to employ separate counsel at the expense of
the indemnifying party.  An indemnified party shall not settle or compromise any
action for which it seeks indemnification or contribution hereunder without the
prior written consent of the indemnifying party, which consent shall not be
unreasonably withheld.  An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

          
(d)     The
obligations of the Company and Holder under this Section 5 shall survive the
completion of any offering of Registrable Securities.

     6.     Amendments
.  This Agreement may only be amended by a written instrument executed by
the Company and Holder.

     7.     Notices.
All communications hereunder will be in writing and, except as otherwise
provided, will be delivered at, or mailed by certified mail, return receipt
requested, or telegraphed to, the following addresses:  if to Holder, addressed
to OSI Systems Inc., 12525 Chadron Avenue, Hawthorne, CA 90250, Attention: Mr.
Deepak Chopra, President and Chief Executive Officer; if to the Company to:
Imagis Technologies Inc., Suite 1630, 1075 West Georgia Street, Vancouver, BC,
Canada V6E 3C9, Attention: Iain Drummond, President and Chief Executive Officer,
with a copy to Blank Rome Tenzer Greenblatt, LLP, Attention:  Robert J. Mittman,
Esq., 405 Lexington Avenue, New York, New York 10174 (or such other addresses as
each party may designate by notice hereunder from time to time).

     8.     Assignment
.  The Holder's rights under this Agreement may only be assigned by the
Holder if such assignment is consented to in writing by the Company.

     9.     Governing
Law.  This Agreement shall be deemed to have been made and delivered in Los
Angeles County, California, and shall be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
laws of the State of California.  Each of Holder and the Company (1) agrees that
any legal suit, action or proceeding arising out of or relating to this
Agreement, shall be instituted exclusively in the courts of Los Angeles County,
or in the United States District Court for the Central District of California,
unless such court shall have refused such jurisdiction, (2) waives any objection
which Holder or the Company may have now or hereafter to the venue of any such
suit, action or proceeding, and (3) irrevocably consents to the jurisdiction of
the courts of Los Angeles County, and the United States District Court for the
Central District of California in any such suit, action or proceeding.  Each of
Holder and the Company further agrees to accept and acknowledge service of any
and all process which may be served in any such suit, action or proceeding in
the above-named courts and agrees that service of process upon the Holder or the
Company, as the case may be, mailed by certified mail to Holder's address or the
Company's address, as the case may be, set forth in Section 7 of this Agreement
shall be deemed in every respect effective service of process upon Holder or the
Company, as the case may be, in any such suit, action or proceeding.

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     10.    
 Counterparts.  This Agreement may be executed by facsimile and may be
signed simultaneously in any number of counterparts, each of which shall be
deemed an original, but all such counterparts shall together constitute one and
the same instrument.

     11.     Entire
Agreement.  This Agreement embodies the entire agreement and understanding
between the Company and each other party hereto relating to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.

     12.    
 Severability.  If any provision of this Agreement, or the application
of such provisions to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

     IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.

IMAGIS TECHNOLOGIES INC.



By:     /s/ Iain Drummond

          Name: Iain
Drummond

          Title: President and
Chief Executive Officer

Address:        Suite 1630 - 1075 W.
Georgia Street

            
        Vancouver, BC, Canada V6E
3C9

Telephone:     (604) 684-2449

Telecopier:     (604) 684-4601

HOLDER: OSI SYSTEMS, INC.



By:     /s/ Deepak Chopra

          Name: Deepak
Chopra

          Title: President and
Chief Executive Officer

Address:        12525 Chadron Avenue

            
         Hawthorne, California
90250

Telephone:     (310) 978-0516

Telecopier:     (310) 978-3898


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