EXHIBIT 10.10

# [LETTERHEAD OF IMAGES
TECHNOLOGIES INC.]

October 8, 2002

Intacta Technologies, Inc.
Resurgens Plaza South
945 E. Paces Ferry Road, N.E. 
Suite 1445
Atlanta, Georgia
30326

Dear Sirs/Mesdames:

Intacta Technologies, Inc.
(Intacta) has developed certain data encoding technologies which may be used
in combination with technologies developed by Imagis Technologies Inc.
(Imagis). Under an agreement dated August 30, 2002 (the Original
Agreement), Imagis acquired rights to the Intacta Technology for use in specified
fields. In this Agreement, Intacta Technology has the same meaning as set out
in the Original Agreement.

Under the Original Agreement, Intacta
was to retain sufficient employees to provide technical support to Imagis and purchasers
of the Intacta Technology, and to further develop the Intacta Technology. In support of
its obligations under the Original Agreement, Intacta also agreed to escrow the source
code for the Intacta Technology.

Intacta and Imagis have agreed that
the obligations of Intacta to maintain and develop the Intacta Technology for the
customers of Imagis are better carried out by Imagis. Accordingly, Intacta and Imagis have
agreed to amend the Original Agreement.

# 1.     Amendment of Original
Agreement

Paragraphs 3 (Source Code Escrow) and
4 (Intacta Employees) of the Original Agreement are deleted and replaced by the following:

| | 3.   Source Code
| | -----------------

| | Intacta
will provide to Imagis, as soon as practicable, a copy of the source code, software
listings, functional specification and other written and/or magnetic material and all
related documentation necessary (together, the Data) to enable an independent,
reasonably-skilled programmer to understand, maintain, modify, correct and enhance the
Intacta Technology.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Intacta
will ensure that while the License is outstanding, the Data will be kept fully up-to-date
and will accurately reflect all modifications, amendments, updates, new releases and
levels relating to the Intacta Technology (Updates),
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

-2-

| | and
for such purposes, Intact will provide to Imagis a copy of any Update within three days
of its availability.
| | ----------------------------------------------------------------------------------------------------------------

| | Imagis
may use the Data to provide maintenance services, or software updates or upgrades, to
purchasers of the Intacta Technology. Nothing herein will restrict Imagis from offering
employment to any persons employed by Intacta, nor will Imagis be required to hire any
Intacta personnel.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 2.     One Agreement

This Amending Agreement is
supplemental to the Original Agreement and will form one instrument with the Original
Agreement. The Original Agreement will be treated as being amended only to the extent
provided in this Amending Agreement and all the provisions of the Original Agreement, as
amended, are hereby confirmed and will continue in full force and effect.

# 3.     Further Assurances

Each of Imagis and Intacta will, at
its own expense and without expense to the other, execute and deliver such further
agreements and other documents and do such further acts and things as the other party
reasonably requests to evidence, carry out or give full force and effect to the intent of
this Amending Agreement.

# 4.     Fees and Expenses

Each of Imagis and Intacta agrees
that it will pay its own fees and expenses, and the fees and expenses of its
representatives, including any fee for advice or opinions incurred in connection with the
negotiation, preparation, execution and delivery of this Amending Agreement and any other
agreements contemplated thereby. Each of Imagis and Intacta represents and warrants that
it has not incurred any liability for any finders fee or brokers commission in
connection with the execution of this Amending Agreement.

# 5.     Publicity

Neither Imagis nor Intacta will make
any press release, public announcement or public statement about the transactions
contemplated herein which has not been previously approved by the other party, except that
either party may make a press release or filing with a regulatory authority if counsel for
such party advises that such press release or filing is necessary (in which case such
party will first make a reasonable effort to obtain the approval of the other).

# 6.     Assignment

Neither party may assign this
Amending Agreement without the written consent of the other party, except that Imagis may
assign this Amending Agreement at any time to an affiliate.

---

-3-

# 7.     Entire Agreement

This Amending Agreement and the
Original Agreement (together, the Agreements) constitute the entire agreement
between Imagis and Intacta and supersedes every previous agreement, communication,
expectation, negotiation, representation or understanding, whether oral or written,
express or implied, statutory or otherwise, between the parties with respect to the
subject matter of the Agreements. No director, officer, employee or agent of either Imagis
or Intacta has any authority to make any representation or commitment not contained in
this Amending Agreement, and each party has executed this Amending Agreement without
reliance upon any such representation or commitment.

# 8.     Governing Law

This Amending Agreement is and will
be deemed to be made in British Columbia, for all purposes will be governed exclusively by
and construed and enforced in accordance with the domestic laws prevailing in British
Columbia, other than the International Sale of Goods Act (British Columbia), and
the rights and remedies of Imagis and Intacta will be determined in accordance with such
domestic laws.

# 9.     Attornment

Each of Imagis and Intacta
irrevocably and exclusively attorns to the jurisdiction of the courts of British Columbia
and all courts having appellate jurisdiction thereover, and any proceeding commenced or
maintained by Imagis or Intacta in respect of or arising because of this Amending
Agreement will be commenced or maintained only in such of those courts as is appropriate.

# 10.    Counterparts

This Amending Agreement may be
executed in any number of counterparts with the same effect as if Imagis and Intacta had
signed the same document, and all counterparts will be construed together and constitute
one and the same instrument.

Yours very truly,

# IMAGIS TECHNOLOGIES INC.

Per:  signed Iain Drummond 
        Authorized Signatory

Acknowledged, accepted and agreed to
October 8th, 2002.

# INTACTA TECHNOLOGIES,
INC.

Per:  signed Noel Bambrough
        Authorized Signatory