Imagis Technologies Inc. Exhibit 10.4


EXHIBIT 10.4

SOFTWARE DEVELOPER SERVICES
AGREEMENT

     This Software Developer Services Agreement
(this "Agreement") is entered into as of July 8, 2002 by and between
OSI Systems Pvt. Ltd., a corporation formed and existing under the laws of India
("OSPL"), and Imagis Technologies Inc., a British Columbia, Canada
corporation ("Imagis"), with reference to the following facts:

     A.     OSPL is in the
business of providing software development services to others.

     B.     Imagis is in
the business of developing, marketing and selling biometric systems, including
facial recognition systems, including software.

     C.     Imagis desires
to engage OSPL's software development capacity, and OSPL desires to accept such
engagement.

     Therefore, the parties agree as
follows:

1     OSPL DUTIES. During the Term (as
defined below), OSPL shall have the following duties:

          1.1.  
Personnel.  OSPL shall provide Imagis with the services of its software
engineers, including a project supervisor (collectively, the
"Personnel"), at times and in capacities to be mutually agreed.

          1.2.  
Facilities and Equipment.  OSPL shall provide facilities and equipment
for the Personnel's use, within OSPL's Hyderabad, India facilities.  Such
facilities and equipment shall be equivalent to the facilities and equipment
used by OSPL's other comparable software development personnel, and OSPL shall
maintain such facilities and equipment to such standard.  Facilities shall not
include any dedicated communications lines.

          1.3.  
Advice.  Upon reasonable request by Imagis, OSPL shall advise Imagis with
respect to labor laws and practices applicable to the Personnel.

          1.4.  
No Supervision or Performance Related Duties.  OSPL shall be under no
obligation to supervise the Personnel or otherwise perform any duties in
relation to the Personne's work or the completion of that work.

2     IMAGIS DUTIES.  Imagis shall have the
following duties:

          2.1.  
Project Management.  Imagis shall be responsible for the selection and
oversight of the Personnel's work and the timeliness, quality and completion of
that work.  Imagis shall assign to the Personnel only work that is permissible
under applicable laws and regulations, including laws and regulations pertaining
to intellectual property and applicable labor laws.

          2.2.  
Payments.  OSPL shall bill Imagis for each Personnel on an hourly basis,
at 85% of the fair market value for such Personnel, to be determined.  Line
engineers will be priced at $18 per hour.  Imagis shall also reimburse OSPL for
any out-of-pocket costs arising solely from the performance of its obligations
hereunder.  OSPL shall invoice Imagis monthly for such amounts, and Imagis shall
pay each invoice within 30 days of the date of the invoice.  Regardless of the
number of hours worked by the Personnel, and the fair market value of such
services, Imagis shall pay OSPL a minimum of $250,000 (or its equivalent in
Indian rupees) during the Term.  If, at the expiration or termination of this
Agreement, the total amount Imagis has paid for OSPL services hereunder is less
than $250,000, Imagis shall, within 10 business days after such expiration or
termination, pay OSPL the difference between (i) the amount Imagis has paid
under this Agreement up to the expiration or termination, and (ii) $250,000.
Alternatively, Imagis may extend this Agreement by an additional six months as
described in 7.1 below.

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3     OWNERSHIP OF PRODUCT.  The original
products of the Personnel's work hereunder shall be work made for hire, and
Imagis shall be the exclusive author and owner of such products.  Imagis'
ownership of such products shall include intellectual property rights and other
proprietary rights thereto, such as rights under copyright and patent laws (or
similar principles) established anywhere in the world.

4     REPRESENTATIONS AND WARRANTIES.  Each
party hereto makes the following representations, warranties and covenants:

          4.1.  
Authority.  It has the required authority and capacity to enter into this
Agreement and all documents required to be entered into pursuant to this
Agreement.  All corporate and other actions required to be taken by it to
authorize the execution, delivery and performance of this Agreement and all
transactions contemplated in this Agreement have been duly and effectively
taken.  Upon the full execution and delivery of this Agreement, this Agreement
will become a valid, binding and enforceable obligation upon it.

          4.2.  
No Conflicts.  The execution and delivery of this Agreement will not
result in the breach of any term or provision of, or constitute a default under,
any agreement by which it is bound, nor will such actions result in the
violation of any obligation, law, ordinance, regulation, order or decree
applicable to it.

5     CONFIDENTIALITY.  In the course of, and
in furtherance of this Agreement, the parties will exchange Confidential
Information, as defined below.  The party receiving such information (the
"Receiving Party") from the disclosing party (the "Disclosing
Party") shall maintain the confidentiality of the Confidential Information,
on the terms set forth below.

          5.1.  
Non-Disclosure.  Receiving Party shall not disclose to any person,
partnership corporation, or any other entity or concern whatsoever (except
Disclosing Party and its designees), any Confidential Information (as defined
below) that may come into Receiving Party's possession. 

          5.2.  
Confidential Information.  For the purposes of this Agreement,
"Confidential Information" means all information that can reasonably
be construed to be confidential and that relates to Disclosing Party's business,
any marketing or sales information, and any trade secrets or any other
information or documents of or relating to Disclosing Party, including (without
limitation) data, computer programs, manuals, formulae, specifications,
processes, methods, intangible rights and other similar items.
"Confidential Information" does not include information that at the
time of disclosure Disclosing Party has previously made available to the general
public.  

          5.3.  
Permitted Disclosures.  After giving prior notice to Disclosing Party,
Receiving Party may use and disclose Confidential Information:  (a) to the
extent necessary to assert any right or defend against any claim arising under
this Agreement or pertaining to Confidential Information and its use or
disclosure; (b) to the extent necessary to comply with any applicable statute,
constitution, treaty, rule, regulation, ordinance or order; or (c) if Receiving
Party receives a request to disclose any Confidential Information under the
terms of a subpoena, order, civil investigative demand or similar process issued
by a court of competent jurisdiction or by a governmental body or agency
(provided, however, that Receiving Party shall promptly provide written notice
to Disclosing Party of such pending disclosure).

          5.4.  
Return of Confidential Information.  On termination of this Agreement,
and upon Disclosing Party's request, Receiving Party shall promptly deliver to
Disclosing Party all materials containing Confidential Information, including
(without limitation) memoranda, notes, records, reports, magnetic or optical
media that Receiving Party may then have in its possession or control.

6     INDEMNIFICATION.  Each party agrees to
indemnify and hold harmless the other from all claims, suits, judgments,
damages, costs and expenses (including costs of suit and reasonable attorneys'
fees) as a result of the indemnifying party's breach or any third party's
allegation 

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of the indemnifying party's breach of any of its representations, warranties
and covenants made in this Agreement.

7     TERM AND TERMINATION.  

          7.1.  
Term.  The term of this Agreement shall begin on July 1, 2002 and, unless
earlier terminated, shall expire on June 30, 2003; provided, however, that if,
on June 30, 2003, the aggregate amount paid by Imagis hereunder is less than
$250,000, Imagis shall have the right to extend this Agreement by an additional
six months (the period described is referred to as the "Term").

          7.2.  
Early Termination.  

            
      7.2.1.     
If any covenant, representation or warranty contained in this Agreement is
breached or becomes untrue, and such breach or untruth remains uncured for 30
days after written notice from the non-breaching party to the breaching party,
the non-breaching party may terminate this Agreement.

            
      7.2.2.     
If either party is dissolved, or is the subject of dissolution proceedings, or
is the subject of any proceedings under any bankruptcy laws, or consents to the
appointment of a trustee, custodian, receiver or liquidator, or makes an
assignment for the benefit of creditors, the other party may terminate this
Agreement.

          7.3.  
Survival.  The following sections shall survive any expiration or
termination of this Agreement: Sections 2.2, 3, 5 and 6.

8     MISCELLANEOUS.

          8.1.  
Amendments and Modifications.  No amendment or modification of this
Agreement shall be valid unless made in a writing executed by both parties.

          8.2.  
Applicable Law.  California law, without regard to conflicts or choice of
laws principles, shall govern the interpretation of this Agreement.

          8.3.  
Arbitration.  All disputes arising from this Agreement shall be submitted
to binding arbitration to take place in Los Angeles County, California under the
rules of the American Arbitration Association.

          8.4.  
Binding Effect.  All provisions of this Agreement shall inure to the
benefit of, and be binding upon, the parties and their successors-in-interest,
permitted assigns, administrators, and devisees.

          8.5.  
Counterparts.  This Agreement may be executed in counterparts.

          8.6.  
Descriptive Headings.  Descriptive headings in this Agreement are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.

          8.7.  
Entire Agreement.  This Agreement constitutes the entire agreement among
the parties with respect to the subject matter herein.

          8.8.  
Equitable Remedies.  The parties agree that the subject of certain
provisions of this Agreement are of a special, unique, unusual and extraordinary
nature, giving them peculiar value, the loss of which cannot be reasonably or
adequately compensated in damages in an action at law, and that breach of any
such provision will cause the non-breaching party irreparable injury and damage.
The parties therefore agree that the non-breaching party shall be entitled to
injunctive and other equitable relief to cure or prevent the breach of the
provisions of this Agreement.  Resort to such equitable relief shall not,
however, be construed to constitute a waiver by the non-breaching party of any
of the other 

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rights or remedies the non-breaching party may have against the breaching
party for damages or otherwise.  

          8.9.  
Further Documents.  Each party shall execute and deliver all such further
instruments, documents and papers, and shall perform any and all acts, necessary
to give full force and effect to all the terms and provisions of this
Agreement.

          8.10.  
Interpretation.  No uncertainty or ambiguity herein shall be construed or
resolved against any party, whether under any rule of construction or otherwise.
On the contrary, this Agreement has been negotiated by all parties and shall be
construed and interpreted according to the ordinary meaning of the words used so
as to fairly accomplish the purposes and intentions of the parties.

          8.11.  
Legal Action.  Should any litigation or arbitration occur between the
parties respecting or arising out of this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys' fees and other costs in
connection with such litigation, including reasonable attorneys' fees incurred
after a judgment has been rendered by a court of competent jurisdiction.  Any
judgment shall include an attorneys' fees clause that shall entitle the judgment
creditor to recover attorneys' fees incurred to enforce a judgment on this
Agreement, which attorneys' fees shall be an element of post-judgment costs; the
parties agree that this attorneys' fee provision shall not merge into any
judgment.

          8.12.  
LIMITATION ON LIABILITY; REMEDIES. NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF
ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT
OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE
BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR
OTHERWISE, EVEN IF EITHER PARTY HAS WARNED OR BEEN WARNED OF THE POSSIBILITY OF
ANY SUCH LOSS OR DAMAGE.

          8.13.  
Limitations on Waiver.  No waiver by any party of any term or condition
of this Agreement shall be construed to be a waiver of such term or condition in
the future, or of any preceding or subsequent breach of the same or any other
term or condition of this or any other agreement, nor shall any such waiver be
binding unless written.  All remedies, rights, undertakings, obligations and
agreements contained in this Agreement shall be cumulative, and none of them
shall be in limitation of any other remedy, right, undertaking, obligation or
agreement of any party to this Agreement.

          8.14.  
No Assignments.  Neither party may assign this Agreement, or any part of
this Agreement, without the other party's prior written consent.  For the
purposes of this Agreement, "assignment" shall be defined to include,
without limitation, any transaction or series of transactions by which parties
holding a majority of the outstanding voting securities of the assigning party
prior to such transaction or series of transactions no longer hold a majority of
the outstanding voting securities of the assigning party subsequent to the
transaction or series of transactions.  

          8.15.  
No Partnership or Joint Venture.  This Agreement does not create a
partnership or joint venture between the parties, and shall not be construed as
doing so.  This Agreement does not create any right by either party to bind the
other party.

          8.16.  
No Third Party Beneficiaries.  No person other than the parties hereto
and their permitted successors and assigns shall receive any benefits of this
Agreement.

          8.17.  
Notices.  All notices, statements and other documents that any party is
required or desires to give to any other party shall be given in writing and
shall be served in person, by express mail, by certified mail, by overnight
delivery, or by facsimile at the respective addresses set forth below, or at
such other addresses as may be designated in writing by such party.

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If to Imagis:

Imagis Technologies Inc.

ATTN:  President & CEO

1630-1075 W. Georgia St.

Vancouver   BC

V6E 3C9


If to OSPL:

OSI Systems Pvt. Ltd.

c/o OSI Systems, Inc.

ATTN:  Chief Executive Officer

12525 Chadron Avenue

Hawthorne, CA  90250

Facsimile (310) 978-3898


     Delivery shall be deemed conclusively made (i)
at the time of service, if personally served, (ii) five days after deposit in
the United States mail, properly addressed and postage prepaid, if delivered by
express mail or certified mail, (iii) upon confirmation of delivery by the
private overnight deliverer, if served by overnight delivery, and (iv) at the
time of electronic transmission (as confirmed in writing), provided a copy is
mailed within 24 hours after such transmission.

          8.18.  
Severability.  Any provision of this Agreement that is found by a court
of competent jurisdiction to be void, invalid or unenforceable shall be
curtailed and limited only to the extent necessary to bring such provision
within the requirements of the law, and such finding and curtailment shall not
affect the validity or enforceability of any other provision of this
Agreement.

     In witness whereof, the parties have executed
this Agreement as of the date first above written. 

"Imagis"

Imagis Technologies Inc.



By:     /s/ Iain Drummond

"OSPL"

OSI Systems Pvt. Ltd.



By;     /s/ Deepak Chopra


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