FORM OF PRIVATE PLACEMENT UNIT
SUBSCRIPTION AGREEMENT

THIS AGREEMENTis dated for reference the last day of
execution by a party.

BETWEEN:

IMAGIS TECHNOLOGIES INC. a company incorporated
under 
the laws of British Columbia and having an office located at Suite 
1300,
1075 West Georgia Street, Vancouver, B.C. V6E 3C9

(the "Issuer")

AND:

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(the "Purchaser")

WHEREAS:

A.     The Issuer wishes to issue
_________ units (the "Units"), at a price of $1.00 (Cdn.) per Unit by way of a
private placement (the "Offering"). Each Unit is comprised of one fully paid and
non-assessable common share without par value in the capital of the Issuer (a
"Share") and one non-transferable share purchase warrant.   Each whole Warrant
(a "Warrant") shall entitle the holder thereof to purchase an additional
previously unissued common share (a "Warrant Share") in the capital of the
Issuer for a period of one year from the date of Closing (as defined in Section
4 hereof) at a price of $1.10 per Warrant Share;

B.     The Purchaser has agreed to
subscribe for and purchase Units under the Offering on the terms and conditions
of this Subscription Agreement; and

C.     The Issuer is listed on the
Canadian Venture Exchange Inc. (the "Exchange") and is subject to the regulatory
jurisdiction of the Exchange, the Executive Director of the British Columbia
Securities Commission and the British Columbia Securities Commission (together,
the "Commission").

NOW THEREFORE THIS AGREEMENT WITNESSES in
consideration of the premises and the mutual covenants and undertakings
hereinafter contained, and of other good and valuable consideration (the receipt
and sufficiency whereof are hereby acknowledged), the parties hereto hereby
covenant and agree as follows:

1.     PURCHASE AND SALE OF
UNITS

1.1     On the Closing (as defined
in Section 4), the Purchaser will purchase from the Issuer the number of Units
set forth on the signature page hereof, at a price of $1.00 per Unit for a total
purchase price of $_________.

1.2     The Warrants will be
non-transferable and will be registered in the name of the Purchaser.

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1.3     The terms and conditions
which govern the Warrants will be referred to on the certificates representing
the Warrants and will contain, among other things, provisions for the
appropriate adjustment in the class, number and price of the Warrants upon the
occurrence of certain events including any subdivision, consolidation or
reclassification of the shares or amalgamation of the Issuer or the payment of
stock dividends.

1.4     The issue of the Warrants
will not restrict or prevent the Issuer from obtaining any other financing, nor
from issuing additional securities or rights during the period within which the
Warrants are exercisable.

2.     REPRESENTATIONS,
WARRANTIES, 
       
ACKNOWLEDGMENTS AND COVENANTS OF THE PURCHASER

2.1     The Purchaser acknowledges,
represents and warrants to the Issuer as at the date of this Agreement and at
the Closing, that:

(a)     the sale and delivery of the
Units to the Purchaser is conditional upon such sale being exempt from the
requirements to file a prospectus with the Commission, or upon such rulings,
orders, consents or approvals as may be required to permit such sale without the
filing of a prospectus under the requirements of the Securities Act
(British Columbia) R.S.B.C. 1996, c.418 (the "Act") or the rules (the "Rules")
promulgated pursuant to the Act, and that because no prospectus has been filed
by the Issuer with the Commission in connection with the distribution of the
Units, Shares, Warrants and Warrant Shares (collectively the "Securities"):

(i)     the Purchaser is restricted
from using most of the protections, rights remedies available under the Act and
the Rules including statutory rights of rescission or damages;

(ii)     the Purchaser may not
receive information that would otherwise be required to be provided to the
Purchaser under the Act and the Rules; and

(iii)     the Issuer is relieved
from certain obligations that would otherwise apply under the Act and the
Rules;

(b)     the Purchaser is either:

(i)     qualified to purchase the
Units under Section 74(2)(9) of the Act by virtue of being either a director,
senior officer or employee of the Issuer or an affiliate of the Issuer and has
not been induced to purchase the Securities by expectation of employment or
continued employment; or

(ii)     qualified to purchase Units
under section 128(h) of the Rules by virtue of meeting the requirements set
out:

(A)     in paragraphs 5(e) and (f)
of the attached "Schedule A", Form 20A (IP) (in case of a Purchaser that is an
individual), and

(B)     in paragraphs 6(c)(i), (ii)
or (iii) of the attached "Schedule B", Form 20A (NIP) (in the case of a
Purchaser that is other than an individual); or

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(iii)     is purchasing sufficient
Units under section 74(2)(4) of the Actso that the aggregate acquisition
cost of the Units to the Purchaser is not less than $97,000 and is not a
corporation, syndicate, partnership or entity or organization created solely to
permit the purchase of the Units (or other similar purchases) by a group of
individuals whose individual shares of the aggregate acquisition cost of the
Units is less than $97,000; or

(iv)     the purchaser resides
outside of Canada and the United States and hereby certifies that it is not
resident in British Columbia and acknowledges that:

(A)     the Purchaser is
knowledgeable of, or has been independently advised as to, the applicable
securities laws which would apply to this subscription;

(B)     no securities commission or
similar regulatory authority has reviewed or passed on the merits of the
securities offered hereby;

(C)     there is no government or
other insurance covering the Securities;

(D)     there are risks associated
with the purchase of the Units;

(E)     there are restrictions on
the Purchaser's ability to resell the Securities and it is the responsibility of
the Purchaser to find out what those restrictions are and to comply with them
before selling the securities; and

(F)     the Issuer has advised the
Purchaser that the Issuer is relying of an exemption from the requirements to
provide the Purchaser with a prospectus and to sell securities through a person
registered to sell securities under the Act and the Rules, and, as a consequence
of acquiring the Securities pursuant to this exemption, certain protections,
rights and remedies provided by the Act and the Rules, including statutory
rights of rescission or damages, will not be available to the Purchaser.

(c)     the Purchaser is purchasing
the Securities as principal and no other person, corporation, firm or other
organization will have a beneficial interest, present or future, in the
Securities; or the Purchaser is a "portfolio manager":

(i)     registered or exempted from
registration under the Act;

(ii)     registered or exempted
under the legislation of a province of territory of Canada other than British
Columbia; or

(iii)     carrying on business in a
jurisdiction outside Canada and the total asset value of the investment
portfolios it manages on behalf of clients is not less than $20,000,000; and

(iv)     the Purchaser is purchasing
the Units as an agent for accounts that are fully managed by it;

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(d)     the Securities were not
offered to the Purchaser through an advertisement in printed media of general
and regular paid circulation, radio or television and the Purchaser knows of no
public solicitation or advertisement of an offer in connection with the proposed
issuance and sale of the Securities;

(e)     no person has made the
Purchaser any written or oral representations:

(i)     that any person will resell
or repurchase the Securities;

(ii)     that any person will refund
the purchase price of the Securities;

(iii)     as to the future price or
value of the Securities; or

(iv)     that the Securities will be
listed and posted for trading on a stock exchange or that application has been
made to list and post the Securities for trading on a stock exchange, except for
the listing of the Shares on the Exchange;

(f)     this subscription has not
been solicited in any other manner contrary to the Act or the Rules or the
United States Securities Act of 1933, as amended (the "1933 Act");

(g)     the Purchaser is not
resident in the United States (as defined herein) and was not resident in the
United States at the time the offer to purchase the Securities was made and is
not a U.S. Person (as defined herein) and does not intend to resell the
Securities in the United States or to a U.S. Person.  It is not and will not be
purchasing the Securities for the account of any U.S. Person.  For purposes of
this Subscription Agreement, "United States" means the United States of America,
its territories and possessions, any state of the United States, and the
District of Columbia and "U.S. Person" shall have the same meaning set forth in
Regulation S promulgated under the 1933 Act ("Regulation S"), which definition
includes, among other things, an individual resident in the United States, a
corporation, partnership, or other entity created in or organized under the laws
of the United States, and an estate or trust of which an executor, administrator
or trustee, respectively, is a U.S. Person.

(h)     the Purchaser is not a
"control person" of the Issuer as defined in the Act, will not become a "control
person" by virtue of this purchase of the Securities and does not intend to act
in concert with any other person to form a control group;

(i)     the Purchaser has no
knowledge of a "material fact" or "material change" (as those terms are defined
in the Act) in the affairs of the Issuer that has not been generally disclosed
to the public, save knowledge of this particular transaction;

(j)     the offer made by this
subscription is irrevocable and requires acceptance by the Issuer and the
Purchaser waives the need for the Issuer to communicate its acceptance of the
purchase of the Securities pursuant to this Agreement;

(k)     the purchase of the
Securities has been privately negotiated and arranged and the Purchaser or
his/her agent has been invited and afforded the opportunity to conduct a review
of all of the Issuer's affairs and records in order that the Purchaser may be
properly and fully aware of all of the facts relevant to the Issuer's affairs.
Furthermore, the Purchaser has sought and obtained

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(l)     the Purchaser is aware that
the Offering has no minimum subscription and therefore any subscription funds
may be accepted and used by the Issuer, subject to section 4.3 hereof;

(m)     unless the Purchaser is
otherwise exempted under the Act or Rules and the applicable rules or policies
of the Exchange, the Securities must be unconditionally held for a period of
four (4) months from the date of Closing and thereafter may be subject to
restriction or notice requirements under the Act or Rules upon disposition and,
if the Purchaser is not a resident of British Columbia, may also be subject to
additional resale restrictions.

(n)     the certificates
representing the Securities will contain the following legend:

"The securities represented by this share certificate are
subject to a hold period and may not be traded in British Columbia until the
expiry of the hold period except as permitted by the Securities Act
(British Columbia) and regulations made under the Act.  The hold period expires
at midnight on date which is four (4) months from the date of this Subscription
Agreement."

(o)     in addition to any specific
legend required by securities legislation, the Securities will be subject to
resale restrictions imposed by the Exchange.  Accordingly, the Securities will
bear the following legend:

"Without prior written approval of the Canadian Venture
Exchange and compliance with all applicable securities legislation, the
securities represented by this certificate may not be sold, transferred,
hypothecated or otherwise traded on or through the facilities of the Canadian
Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian
resident until date which is four (4) months from the date of issue of the
Securities."

(p)     the Purchaser has the legal
capacity to enter into and execute this Subscription Agreement and to take all
actions required pursuant hereto and, if the Purchaser is a corporation, it is
duly incorporated and validly subsisting under the laws of its jurisdiction of
incorporation and all necessary regulatory approvals by its directors,
shareholders or others have been given to authorize execution of this
Subscription Agreement on behalf of the Purchaser;

(q)     the entering into of this
Subscription Agreement and the transactions contemplated hereby will not result
in the violation of any of the terms and provisions of any law applicable to, or
the constating documents of, the Purchaser or of any agreement, written or oral,
to which the Purchaser may be a party or by which the Purchaser is or may be
bound;

(r)     this Subscription Agreement
has been duly executed and delivered by the Purchaser and constitutes a valid
obligation of the Purchaser legally binding upon the Purchaser and enforceable
against the Purchaser in accordance with its terms;

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(s)     the Purchaser is aware and
has been advised that the Purchaser's investment in the Issuer is speculative
and involves a high degree of risk, that substantial financing for the Issuer
will be required in the future, and that there is no assurance that such
additional financing can be obtained;

(t)     the Purchaser has not
received, nor has the Purchaser requested, nor does it have any need to receive
an offering memorandum prepared in compliance with Section 133 of the Rules or
other documents (other than annual financial statements, interim financial
statements, or any other documents the content of which is prescribed by
statute) describing the business and affairs of the Issuer which has been
prepared for delivery to and review by prospective investors in order to assist
the Purchaser in making an investment decision in respect of the Securities;

(u)     the statements of fact set
out in the Form 20A - Acknowledgement delivered (if applicable) by the Purchaser
concurrently with this subscription, and any other representations and
warranties provided by the Purchaser to the Issuer in this Subscription
Agreement, are true and correct;

2.2     The Purchaser covenants with
the Issuer that the Purchaser will, concurrently with the execution and delivery
of this Subscription Agreement, deliver to the Issuer:

(a)     if an individual, a duly
completed and executed Form 20A(IP) - Acknowledgement of Individual Purchaser in
the form attached hereto as Schedule "A";

(b)     if other than an individual
and purchasing Units having an aggregate acquisition cost of less than
$97,000, a duly completed and executed Form 20A (NIP) - Acknowledgement of
Purchaser That is Not an Individual in the form attached hereto as Schedule
"B";

(c)     if Placee other than an
individual, the Corporate Placee Registration Form 4D1 attached as Schedule
"C".

(d)     if a foreign portfolio
manager, the Certificate by Foreign Portfolio Manager in Form 4D2 attached
thereto as Schedule "D";

2.3     The Purchaser makes the
acknowledgments in Section 5 of the attached Form 20A to the Issuer and
understands the Issuer will rely on such acknowledgments in accepting the
subscription.

2.4     The Purchaser covenants to
comply with the Act, the Rules and any other relevant legislation, order or
policy concerning the purchase of, holding of and resale of the Securities.

3.     REPRESENTATIONS AND
WARRANTIES OF THE ISSUER

The Issuer represents and warrants that, as of the date given
and at the Closing:

(a)     the Issuer and its
subsidiaries, if any, are duly organized and validly existing under the laws of
their jurisdiction of incorporation, amalgamation or continuance, are in good
standing with the corporate governmental authorities of such jurisdiction(s)
with respect to the filing of annual returns and such other filings as

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7

are necessary to maintain their corporate existence and they
have full corporate power to conduct their business as such business is now
being conducted;

(b)     there are no claims,
actions, suits, judgments, or proceedings pending against or affecting the
Issuer which will or may have a material adverse effect upon the Issuer, nor
does it know of any reasonable ground for any such claims, actions, suits,
judgments or proceedings;

(c)     it has the full power and
authority to enter into and to perform this Subscription Agreement and to do all
other acts which may be necessary to consummate the transactions contemplated
hereby;

(d)     the Issuer will reserve or
set aside sufficient shares in the treasury of the Issuer to issue the Shares
and the Warrant Shares;

(e)     the Issuer is an "exchange
issuer" as defined in the Act, is recognized as such by the Commission and the
Exchange, and is not on the list of Defaulting Issuers maintained by the
Commission;

(f)     the Issuer will use its
reasonable best efforts to diligently seek and obtain the acceptance for filing
of this Subscription Agreement by the Exchange and will make all filings
necessary to obtain the exemptions from registration and prospectus requirements
available under the Act or the Rules in respect of the transaction contemplated
hereby;

(g)     the issue of the Securities
will, at the time of their issuance, have been approved by all requisite
corporate action and the Shares and the Warrant Shares will, upon issue and
delivery, be validly issued as fully paid and non-assessable;

(h)     the issuance and sale of the
Securities by the Issuer does not and will not conflict with and does not and
will not result in a breach of any of the terms, conditions or provisions of its
constating documents or any agreement or instrument to which the Issuer is a
party; and

(i)     this Subscription Agreement
has been duly authorized by all necessary corporate action on the part of the
Issuer and constitutes a valid obligation of the Issuer legally binding upon it
and enforceable in accordance with its terms.

4.     SECURITIES REGULATORY
APPROVAL AND CLOSING

4.1     This Subscription Agreement
is subject to the approval of all securities regulatory authorities having
jurisdiction.

4.2     The closing of the
transaction contemplated by this Subscription Agreement (the "Closing") will
take place within five business days of the receipt of final acceptance for
filing by the Exchange of this Subscription Agreement.

4.3     On execution of this
Subscription Agreement or forthwith thereafter, the Purchaser will deliver to
the Issuer a certified cheque or banker's draft made payable to the Issuer for
the total purchase price of the Units subscribed for hereunder (the
"Subscription Funds").  Alternatively, the Purchaser may wire transfer the
Subscription Funds directly to the Issuer's account.  The Subscription Funds may
be used by the Issuer for its corporate purposes pending the approval of this
Subscription Agreement by all securities

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regulatory authorities having
jurisdiction and closing of this private placement.  Any interest income from
the Subscription Funds shall be for the account of the Issuer to be applied to
its expenses in respect of this Subscription Agreement regardless of whether
this Subscription Agreement is approved by such regulatory authorities or not.
Should such regulatory authorities not approve this Subscription Agreement it
shall be converted into a demand loan agreement and the payment of the
Subscription Funds to the Issuer shall become a demand loan repayable without
interest.

4.4     At Closing, the Issuer will,
against payment of the Subscription Funds, deliver to the Purchaser the
certificates representing the Shares and the Warrants forming part of the Units
registered in the name of the Purchaser or the Purchaser's nominee in the
denominations specified by the Purchaser.

4.5     At Closing, the Issuer will
deliver to the Purchaser such copies of approvals or other documents as the
Purchaser may reasonably request.

4.6     The warranties of the
Purchaser and the Issuer herein shall survive the Closing.

5.     WITHDRAWAL AND
ASSIGNMENT

This Subscription Agreement has been entered into by the
Purchaser for valuable consideration and shall not be withdrawn or revoked by
the Purchaser and shall not be assignable by the Purchaser without the written
consent of the Issuer which consent may be unreasonably withheld.

6.     ENTIRE AGREEMENT

This Subscription Agreement contains the entire agreement
between the parties hereto.  Other than as described herein there have not been
any inducements, representations, or warranties made by the Issuer or by any of
its directors, officers, employees or agents upon which the Purchaser has relied
on in entering into this Subscription Agreement.

7.     MISCELLANEOUS

7.1     Time is of the essence of
this Subscription Agreement and will be calculated in accordance with the
provisions of the Interpretation Act (British Columbia).

7.2     The parties to this
Subscription Agreement may amend the Subscription Agreement only in writing.

7.3     The Purchaser will execute
and deliver if applicable, a Form 20A, and the parties to the Agreement will
execute and deliver such other documents, transfers, deeds, assurances and
procedures necessary in the opinion of counsel for the Issuer, for the purposes
of giving effect to or perfecting the transaction contemplated by this
Subscription Agreement.  If Form 20A is applicable, the Purchaser makes the
acknowledgments in Section 5 of the attached Form 20A to the Issuer and
understands the Issuer will rely on such acknowledgments in accepting the
subscription.

7.4     The Purchaser hereby
appoints any director of the Company, as the Purchaser's agent, with full power
and authority to advise the Issuer of the Payment Date and complete such minor
and consequential information in the required documentation as may be necessary
to properly complete such documentation.

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7.5     All monetary amounts set out
herein are in lawful currency of Canada, unless specifically noted
otherwise.

7.6     This Subscription Agreement
enures to the benefit of and is binding upon the parties to this Subscription
Agreement and their respective heirs, executors, successors and permitted
assigns.

7.7     Unless otherwise provided
herein, any notice or other communication to a party under this Subscription
Agreement may be made, given or served by registered mail, postage pre-paid, by
telecopy or by delivery to the parties at the addresses as set out in this
Subscription Agreement.  Any notice or other communication:

(a)     mailed shall be deemed to
have been received on the fifth business day following its mailing;

(b)     telecopied shall be deemed
to have been received on the business day following the date of transmission;
and

(c)     delivered shall be deemed to
have been received on the date of delivery.

In the event of a postal strike or delay affecting mail
delivery, the date of receipt of any notice by mail is deemed to be extended by
the length of such strike or delay. Each party may change its address for
service at any time by providing notice in writing of such change to the other
party.

7.8     This Subscription Agreement
will be governed by and construed in accordance with the laws of the Province of
British Columbia and the federal laws of Canada applicable therein.

7.9     This Subscription Agreement
may be signed by the parties hereto in as many original or facsimile
counterparts as may be necessary, each of which so signed shall be deemed to be
an original, and such counterparts together with constitute one and the same
instrument and notwithstanding the date of execution shall be deemed to be
effective the last day and year below stated.

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|Registration and Delivery
Instructions

Name to appear on Certificates(if no name is indicated, the certificates will be registered in the name of
the Subscriber above)

Address for Delivery(if no address is given, certificates will be delivered to the Subscriber's
residential address)

Number and Denominations of Certificates in multiples of 1,000(if no instructions are given, a single certificate will be issued)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|Details of Subscription                                                       | Name, Residential Address and Present
Shareholdings of Purchaser:                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number of Units: __________
Price per Unit: $1.00
Total Price: $_____________ | ________________________________________
Name
________________________________________
Street Address
________________________________________
City and Province          
            
Postal Code
________________________________________
Telephone Number
________________________________________
DIRECT AND INDIRECT SHAREHOLDINGS
OF ISSUER (NOT INCLUDING THIS PURCHASE)

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The Purchaser, intending to be legally bound, has
executed this Subscription Agreement as of the __________ day
of _______________, 2001.

|IF THE PURCHASER IS AN
INDIVIDUAL                                                                                                                      
|-------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                       
|SIGNED, SEALED AND DELIVERED
by the Purchaser in the presence of:                                                                                      
|                                                                                                                                                       
|_____________________________________
Signature of Witness                                                                                             
|                                                                                                                                                       
|_____________________________________
Name                                                                                                             
|_____________________________________
Address                                                                                                          
|                                                                                                                                                       
|IF THE PURCHASER IS A
CORPORATION                                                                                                                      
|                                                                                                                                                       
|_____________________________________
(Corporation Name)                                                                                               
|_____________________________________
by (Signature)                                                                                                   
|_____________________________________
Name and Office (Please Print)                                                                                   
|                                                                                                                                                       
|ACCEPTANCE                                                                                                                                             
|Subscription accepted
on ____________________, 2001.IMAGIS TECHNOLOGIES INC.

By: __________________________________________
      Authorized Signatory

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SCHEDULE "A"

This is the form required under section 135 of the Securities Rules or, where
required, under an order issued under section 76 of theSecurities Act.

FORM 20A
Securities Act

ACKNOWLEDGMENT OF INDIVIDUAL PURCHASER

1.     I have agreed to
purchase from IMAGIS TECHNOLOGIES INC.(the "Issuer") _________ Units
(the "Securities") of the Issuer.

2.     I am purchasing the
Securities as principal and, on closing of the agreement of purchase and sale, I
will be the beneficial owner of the Securities.

3.     I [circle one]
have/have not received an offering memorandum describing the Issuer and
the Securities.

4.     I acknowledge
that:

(a)     no securities commission or
similar regulatory authority has reviewed or passed on the merits of the
Securities, AND

(b)     there is no government or
other insurance covering the Securities, AND

(c)     I may lose all of my
investment, AND

(d)     there are restrictions on my
ability to resell the Securities and it is my responsibility to find out what
those restrictions are and to comply with them before selling the Securities,
AND

(e)     I will not receive a
prospectus that the British Columbia Securities Act(the "Act") would
otherwise require to be given to me because the Issuer has advised me that it is
relying on a prospectus exemption, AND

(f)     because I am not purchasing
the Securities under a prospectus, I will not have the civil remedies that would
otherwise be available to me, AND

(g)     the Issuer has advised me
that it is using an exemption from the requirement to sell through a dealer
registered under the Act, except purchases referred to in paragraph 5(g), and as
a result I do not have the benefit of any protection that might have been
available to me by having a dealer act on my behalf.

5.     I also acknowledge
that: [circle one]

(a)     I am purchasing Securities
that have an aggregate acquisition cost of $97,000 or more, OR

(b)	my net worth, or my net worth jointly with my spouse
at the date of the agreement of purchase and sale of the security, is not less
than $400,000, OR

(c)     my annual net income before
tax is not less than $75,000, or my annual net income before tax jointly with my
spouse is not less than $125,000, in each of the

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ii

two most recent calendar years,
and I reasonably expect to have annual net income before tax of not less than
$75,000 or annual net income before tax jointly with my spouse of not less than
$125,000 in the current calendar year, OR

(d)     I am registered under the
Act, OR

(e)     I am a spouse, parent,
brother, sister or child of a senior officer or director of the Issuer, or of an
affiliate of the Issuer, OR

(f)     I am a close personal friend
of a senior officer or director of the Issuer, or of an affiliate of the Issuer,
OR

(g)     I am purchasing securities
under section 128(c) ($25,000 - registrant required) of the Rules, and I have
spoken to a person _________________________ [Name of Registered Person] (the
"Registered Person") who has advised me that the Registered Person is
registered to trade or advise in the Securities and that the purchase of
the Securities is a suitable investment for me.

6.     If I am an individual
referred to in paragraph 5(b), 5(c), or 5(d), I acknowledge that, on the basis
of information about the Securities furnished by the Issuer, I am able to
evaluate the risks and merits of the Securities because: [circle one]

(a)     of my financial, business or
investment experience, OR

(b)     I have received advice from
a person _________________________ [Name of adviser] (the "Adviser") who
has advised me that the Adviser is:

(i)     registered to advise, or
exempted from the requirement to be registered to advise, in respect of the
Securities, and

(ii)     not an insider of, or in a
special relationship with, the Issuer.

The statements made in this report are true.

DATED the ________ day of ____________________,
2001.

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SCHEDULE "B"

This is the form required under section 135 of the
Rules and, if applicable, by an order issued under section 76 of the Securities
Act.

FORM 20A (NIP)

Securities Act

Acknowledgment of Purchaser that is not an individual

1.     
_________________________ (the "Purchaser") has agreed to purchase from
IMAGIS TECHNOLOGIES INC.(the "Issuer") __________ units (the
"Securities") of the Issuer.

2.     The Purchaser is
purchasing the Securities as principal, or is a trust company, insurer or
portfolio manager acting on behalf of fully managed accounts and is deemed to be
purchasing as principal under section 74(1) of the British Columbia Securities
Act (the "Act").

3.     On closing of the
agreement of purchase and sale, the Purchaser will be the beneficial owner of
the Securities, except where the Purchaser is a trust company, insurer or
portfolio manager acting on behalf of fully managed accounts under section 74(1)
of the Act.

4.     The Purchaser
[circle one] has/has not received an offering memorandum
describing the Issuer and the Securities.

5.     The Purchaser
acknowledges that:

(a)     no securities commission or
similar regulatory authority has reviewed or passed on the merits of the
Securities, AND

(b)     there is no government or
other insurance covering the Securities, AND

(c)     the Purchaser may lose all
of its investment, AND

(d)     there are restrictions on
the Purchaser's ability to resell the Securities and it is the responsibility of
the Purchaser to find out what those restrictions are and to comply with them
before selling the Securities, AND

(e)     the Purchaser will
not receive a prospectus that the Act would otherwise require be given to
the Purchaser because the Issuer has advised the Purchaser that the Issuer is
relying on a prospectus exemption, AND

(f)     because the Purchaser is not
purchasing the Securities under a prospectus, the Purchaser will not have the
civil remedies that would otherwise be available to the Purchaser, AND

(g)     the Issuer has advised the
Purchaser that the Issuer is using an exemption from the requirement to sell
through a dealer registered under the Act, except purchases referred to in
paragraph 6(b), and as a result the Purchaser does not have the benefit of any
protection that might have been available to the Purchaser by having a dealer
act on the Purchaser's behalf.

6.     The Purchaser
acknowledges that:

(a)     it is a "sophisticated
purchaser" as described in paragraph 2 in the attached Appendix A [circle the
applicable subparagraph in paragraph 2 in Appendix A]; OR

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ii

(b)     the Securities were
purchased under section 128(c) ($25,000 - registrant required) of the Rules and
an authorized signatory of the Purchaser has spoken to a person
_________________________ [Name of Registered Person] (the "Registered
Person")who has advised the authorized signatory that the Registered Person
is registered to trade or advise in the Securities and that the purchase of the
Securities is a suitable investment for the Purchaser; OR

(c)     the Purchaser is a
corporation, all the voting securities of which are beneficially owned by one or
more of:

(i)     a close personal friend of a
senior officer or director of the Issuer, or of an affiliate of the Issuer,
OR

(ii)     a senior officer or
director of the Issuer, or of an affiliate of the Issuer , OR

(iii)     a spouse, parent, brother,
sister, or child of a senior officer or director of the Issuer, or of an
affiliate of the Issuer.

7.     If the Purchaser is
referred to in paragraph 6(a), the Purchaser acknowledges that, on the basis of
information about the Securities furnished by the Issuer, the Purchaser is able
to evaluate the risks and merits of the Securities because: [circle one]

(a)     of the financial, business
or investment experience of the Purchaser, OR

(b)     the Purchaser has received
advice from a person _________________________ [Name of adviser] (the
"Adviser") who has advised the Purchaser that the Adviser is:

(i)     registered to advise, or
exempted from the requirement to be registered to advise, in respect of the
Securities, AND

(ii)     not an insider of, or in a
special relationship with, the Issuer.

The statements made in this report are true.

DATED the __________ day of _________________________,
2001.

Please turn to Appendix A, which is attached to and forms
a part of this Form 20A (NIP).

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APPENDIX A TO FORM 20A (NIP)

[Circle the applicable subparagraph in paragraph 2.]

"Sophisticated purchaser" means a purchaser that, in
connection with a distribution, gives an acknowledgment under section 135 of the
Rules to the Issuer, where the Issuer does not believe, and has no reasonable
grounds to believe, that the acknowledgment is false, acknowledging both
that:

1.     the purchaser is able,
on the basis of information about the investment furnished by the Issuer, to
evaluate the risks and merits of the prospective investment because of:

(a)     the purchaser's financial,
business or investment experience, OR



(b)     advice the purchaser
receives from a person who is registered to advise, or is exempted from the
requirement to be registered to advise, in respect of the security that is the
subject of the trade (the "Security") and who is not an insider of, or in a
special relationship with, the Issuer of the Security; AND

2.     the purchaser is one
of the following [circle one]:

(a)     a person registered under
the Securities Act, OR

(b)     an individual who:

(i)     has a net worth, or net
worth jointly with the individual's spouse, at the date of the agreement of
purchase and sale of the Security, of not less than $400,000, OR

(ii)     has had in each of the 2
most recent calendar years, and reasonably expects to have in the current
calendar year:

- annual net income before tax of not less than $75,000,
OR

- annual net income before tax, jointly with the individual's
spouse, of not less than $125,000; OR

(c)     a corporation, partnership
or trust that:

(i)     has net assets of not less
than $400,000, OR

(ii)     has had in each of the 2
most recent calendar years, and reasonably expects to have in the current
calendar year, net income before tax of not less than $125,000, OR

(d)     a corporation in which all
of the voting shares are beneficially owned by sophisticated purchasers or of
which the majority of the directors are sophisticated purchasers, OR

(e)     a general partnership in
which all of the partners are sophisticated purchasers, OR

(f)     a limited partnership in
which a majority of the general partners are sophisticated purchasers, OR

(g)     a trust in which all of the
beneficiaries are sophisticated purchasers or the majority of the trustees are
sophisticated purchasers.

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SCHEDULE "C"

FORM 4D1

CORPORATE PLACEE REGISTRATION FORM

Where subscribers to a private placement are not individuals,
the following information about the placee must be provided.  This Form will
remain on file with the Exchange.  The corporation, trust, portfolio manager or
other entity (the "Company") need only file it once, and it will be
referenced for all subsequent private placements in which it participates.  If
any of the information provided in this Form changes, the Company must notify
the Exchange prior to participating in further placements with Exchange
Issuer.

1.     Name of Company:

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2.     Address of Company's Head Office:

---

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3.     Jurisdiction of Incorporation or
Creation:

---

4.     If the Company will be
purchasing securities as principal, please check the box and include the names
and addresses of persons having a greater than 10% beneficial interest in the
Company:  ̈

---

---

---

---

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5.     The undersigned acknowledges
that they are bound by the provisions of applicable Securities Law, including
provisions concerning the filing of insider reports and reports of acquisitions
(See for example, sections 87 and 111 of the Securities Act(British
Columbia) and sections 141 and 147 of the Securities Act (Alberta).

6.     For Companies which are
portfolio managers or trusts purchasing pursuant to an exemption from the
prospectus requirements prescribed by British Columbia Securities Law and are
required pursuant to the applicable exemption to be purchasing as
"principal" please check the box and complete the Additional
Undertaking and Certification in Form 4D2.	 ̈

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Dated at _______________________________ on _______________________________.

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SCHEDULE "D"

FORM 4D2

Portfolio Manager:
Additional Undertaking and Certification

If the undersigned is a portfolio manager purchasing as agent
for accounts that are fully managed by it, pursuant to an exemption from the
prospectus requirements prescribed by British Columbia Securities Law, the
undersigned acknowledges that it is bound by the provisions of the Securities
Act (British Columbia) (the "Act"), and undertakes to comply with all
provisions of the Act relating to ownership of, and trading in, securities
including, without limitation, the filing of insider reports and reports
pursuant to Section 111 of the Act.  If any of the information provided in this
Form changes, the portfolio manager undertakes to notify the Exchange prior to
participating in further private placements with Exchange listed companies.

If the undersigned carries on business as a portfolio manager
in a jurisdiction outside of Canada, the undersigned certifies that:

a)     it is purchasing securities
of the Issuer on behalf of managed accounts for which it is making the
investment decision to purchase the securities and has full discretion to
purchase or sell securities for such accounts without requiring the client's
express consent to a transaction;

b)     it carries on the business of
managing the investment portfolios of clients through discretionary authority
granted by those clients (a "portfolio manager" business) in
_________________________ [jurisdiction], and it is permitted by law to carry on
a portfolio manager business in that jurisdiction;

c)     it was not created solely or
primarily for the purpose of purchasing securities of the Issuer;

d)     the total asset value of the
investment portfolios it manages on behalf of clients is not less than
$20,000,000; and

e)     it has no reasonable grounds
to believe, that any of the directors, senior officers and other insiders of the
Issuer, and the persons that carry on investor relations activities for the
Issuer has a beneficial interest in any of the managed accounts for which it is
purchasing.

Dated at ____________________ on ____________________.