EXHIBIT 10.17

                           GENERAL SECURITY AGREEMENT


THIS AGREEMENT is made on the 15th day of April, 2003

BETWEEN:

          IMAGIS TECHNOLOGIES INC., a company incorporated under the laws of the
          Province  of British  Columbia,  Canada and having an office at 1630 -
          1075 West Georgia Street, Vancouver, B.C. V6E 3C9

          (the "Debtor")

AND:

          ALTAF  NAZERALI,  businessman,  of 1300 - 1075  West  Georgia  Street,
          Vancouver, B.C. V6E 3C9

          (the "Secured Party")

WHEREAS:

(A) The  Debtor  and the  Secured  Party  entered  into a loan  agreement  dated
February 21, 2003 (the "Loan Agreement")  providing for the terms and conditions
under which the Secured Party provided a line of credit in the maximum amount of
Cdn.  $200,000  (the  "Line of  Credit")  to  assist in the  Debtor's  cash flow
management;

(B) The Debtor  entered  into a  security  agreement  dated  February  21,  2003
granting  security  over its trade account  receivables  to the Secured Party as
security for the Debtor's obligation to the Secured Party in connection with the
Line of Credit;

(C) The Debtor and the Secured  Party have  further  entered into an amended and
restated  loan  agreement  dated April 15, 2003 (the  "Amended and Restated Loan
Agreement") providing for the terms and conditions under which the Secured Party
has agreed to extend the line of credit from the maximum amount of Cdn. $200,000
to Cdn.  $500,000 (the "Extended Line of Credit") to assist in the Debtor's cash
flow management and general working capital;

(D) As a condition of entering into the Amended and Restated Loan Agreement, the
Secured Party requires that the Debtor execute and deliver this Agreement;

(E) The  Debtor  and the  Secured  Party  have  further  entered  into an escrow
agreement  dated April 15, 2003 (the "Source Code Escrow  Agreement")  providing
for the terms and  conditions  under  which the Debtor  will  deposit the source
codes  for  CABS,   ID-2000  and  the  Intacta  Technology  as  defined  therein
(collectively,  the "Source  Codes") in escrow and will release the Source Codes
to the Secured  Party,  together with an automatic  grant from the Debtor to the
Secured Party of a non-exclusive licence, under the terms and conditions set out
in the Amended and Restated Loan Agreement and the Source Code Escrow Agreement;


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                                     - 2 -

1.   Consideration

1.1 NOW THEREFORE for valuable  consideration,  the receipt and  sufficiency  of
which is acknowledged by the Debtor, the Debtor and the Secured Party enter into
this security agreement.

2.   Obligation

2.1 The  Security  Interest (as  hereinafter  defined) is granted to the Secured
Party by the Debtor as  continuing  security  for the payment of all present and
future debts and  liabilities of the Debtor under the Extended Line of Credit or
the Amended and Restated Loan Agreement including principal,  interest and other
monies (together the "Obligation").

3.   Creation of Security Interest

3.1 The Debtor hereby grants, mortgages,  charges,  transfers,  assigns, pledges
and  creates in favour of the Secured  Party and grants to the  Secured  Party a
security interest in:

     Equipment

     (a) all present and after-acquired  equipment of the Debtor,  including all
     machinery,  fixtures,  plant,  tools,  furniture,  vehicles  of any kind or
     description,  all spare  parts,  accessories  installed  in or  affixed  or
     attached to any of the foregoing, and all drawings,  specifications,  plans
     and manuals relating thereto (the "Equipment"),

     Inventory

     (b) all present and after-acquired  inventory of the Debtor,  including all
     raw materials,  materials used or consumed in the business or profession of
     the  Debtor,  work-in-progress,  finished  goods,  goods used for  packing,
     materials  used in the business of the Debtor not  intended  for sale,  and
     goods  acquired or held for sale or lease,  or that have been leased by the
     Debtor as lessor or furnished or to be furnished  under contracts of rental
     or service (the "Inventory"),

     Accounts

     (c) all  present  and  after-acquired  debts,  demands  and  amounts due or
     accruing due to the Debtor whether or not earned by performance,  including
     its  book  debts,  accounts  receivable,   and  claims  under  policies  of
     insurance;  and all  contracts,  security  interests  and other  rights and
     benefits in respect thereof (the "Accounts"),

     Intangibles

     (d) all present and after-acquired intangibles of the Debtor, including all
     contract  rights,  goodwill,  patents,  trade marks,  copyrights  and other
     intellectual  property,  licences,  and all  other  choses in action of the
     Debtor of every  kind,  whether  due at the present  time or  hereafter  to
     become due or owing (the "Intangibles"),


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                                     - 3 -

     Documents of Title

     (e) all  present  and  after-acquired  documents  of title  of the  Debtor,
     whether negotiable or otherwise  including all warehouse receipts and bills
     of lading (the "Documents of Title"),

     Chattel Paper

     (f) all  present  and  after-acquired  writings  in favour of the Debtor as
     secured  party which  evidence  both a monetary  obligation  and a security
     interest in, or a lease of, specific goods or specific goods and accessions
     (the "Chattel Paper"),

     Instruments

     (g) all present and  after-acquired  bills,  notes and cheques (as such are
     defined pursuant to the Bills of Exchange Act (Canada)), all other writings
     that  evidence  a right to  payment  of money and are of a type that in the
     ordinary  course of  business  are  transferred  by  delivery  without  any
     necessary endorsement or assignment and all letters of credit or advices of
     credit  which state  thereon  that the letter of credit or advice of credit
     must be surrendered on claiming payment thereunder (the "Instruments"),

     Money

     (h) all present and after-acquired  money whether authorized as a medium of
     exchange  by the  Parliament  of Canada or  authorized  or  adopted  by any
     foreign government as part of its currency (the "Money"),

     Securities

     (i) all present and after-acquired securities held by the Debtor, including
     shares, options, rights,  warrants,  joint venture interests,  interests in
     limited  partnerships,  bonds,  debentures and all other documents that are
     recognized in the  jurisdiction in which issued or dealt with as evidencing
     a share, participation or other interest in property or in an enterprise or
     that evidence an obligation of the issuer (the "Securities"),

     Documents

     (j) all books, accounts,  financial statements,  invoices, letters, papers,
     documents and other records in any form (the "Documents"),

     Undertaking

     (k) as and by way of a  floating  charge  all  present  and  after-acquired
     personal  property,  business,  and  undertaking  of the  Debtor  not being
     Inventory,  Equipment, Accounts,  Intangibles,  Documents of Title, Chattel
     Paper, Instruments, Money, Securities or Documents (the "Undertaking"),

     Proceeds

     (l) all personal  property  and  fixtures in any form  derived  directly or
     indirectly  from any dealing with  Collateral (as  hereinafter  defined) or
     proceeds  therefrom,  including


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                                     - 4 -

     rights to insurance payments and any other payments representing  indemnity
     or compensation  for loss of or damage to Collateral or proceeds  therefrom
     (the "Proceeds"), and

     Real Property

     (m) as and by way of a floating  charge,  all of the Debtor's right,  title
     and interest in and to all its presently  owned or held and after  acquired
     or held real,  immovable and leasehold  property and all interests therein,
     and  all  easements,   rights-of-way,   privileges,   benefits,   licenses,
     improvements and rights whether connected  therewith or appurtenant thereto
     or  separately  owned or held,  including all  structures,  plant and other
     fixtures.

3.2 All present and  after-acquired  real and  personal  property of the Debtor,
including  Equipment,  Inventory,  Accounts,  Intangibles,  Documents  of Title,
Chattel Paper, Instruments, Money, Securities,  Documents, Undertaking, Proceeds
and Real  Property are, or any part  thereof,  collectively  referred to in this
Agreement as the "Collateral"  unless the context  otherwise  requires.

3.3  The  grants,  mortgages,  charges,  transfers,   assignments  and  security
interests herein created are  collectively  referred to in this Agreement as the
"Security Interest".

3.4 The terms "equipment", "inventory", "accounts", "intangibles", "documents of
title" and "securities", as used in this ss.3 have the meanings specified in the
Personal Property Security Act (British Columbia) (the "PPSA").

4.   Further Description of Collateral

4.1 Without  limiting the generality of the description of Collateral as set out
in ss.3, for greater  certainty the  Collateral  includes all present and future
personal property of the Debtor located on or about or in transit to or from the
real  property  described in Schedule "A" hereto.  The Debtor agrees to promptly
inform the  Secured  Party in writing  of the  acquisition  by the Debtor of any
personal property which is not of the nature or type described  herein,  and the
Debtor  agrees to  execute  and  deliver  at its own  expense  from time to time
amendments  to  this  Agreement  or  additional  security  agreements  as may be
reasonably  required by the Secured  Party in order that the  Security  Interest
shall attach to all of the personal property of the Debtor.

5.   Attachment

5.1  The Debtor acknowledges that:

     (a) value has been given,

     (b) the Debtor  has rights in the  Collateral  (other  than  after-acquired
     property), and

     (c) the parties have not agreed to postpone the time for  attachment of the
     Security Interest.

6.   Dealings with Collateral

6.1 Until the  occurrence  of an Event of  Default  (hereinafter  defined),  the
Debtor may sell or lease the  Inventory and collect the Accounts in the ordinary
course of its business.


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                                     - 5 -

7.   Notification to Account Debtors Before Demand

7.1 The Secured Party may, before as well as after the occurrence of an Event of
Default,

     Notify Debtors
     --------------

     (a)  notify any person  obligated  to the Debtor in respect of an  Account,
     Intangible,  Chattel  Paper or  Instrument  to make  payment to the Secured
     Party of all such present and future amounts due or to become due under any
     Account, Intangible, Chattel Paper or Instrument;

     Control of Proceeds
     -------------------

     (b) take control of the Proceeds; and

     Apply Money
     -----------

     (c)  apply  any  money  taken  as  Collateral  to the  satisfaction  of the
     Obligation.

8.   Exceptions

8.1 The last day of the term of any lease,  sublease  or  agreement  therefor is
specifically excepted from the Security Interest, but the Debtor agrees to stand
possessed  of such last day in trust to assign  and  dispose  of as the  Secured
Party shall direct.

8.2 All Consumer  Goods (as defined in the PPSA) are excepted  from the Security
Interest.

8.3 To the extent that the creation of the Security Interest over any particular
item would  constitute a breach or default  under,  or permit the forfeiture of,
any agreement,  right,  licence or permit  creating or defining that item or the
interest of the Debtor  therein,  the Security  Interest will not attach thereto
until all acts and things have been done and all  consents  and  approvals  have
been  obtained to permit the creation of the Security  Interest  over that item,
but the Debtor will hold its  interest  therein in trust for the Secured  Party,
and will assign such  agreement,  right,  license or permit to the Secured Party
forthwith upon obtaining the consent of the other party thereto.

9.   Representations of Debtor

9.1  The Debtor represents and warrants that:

     (a) this  Agreement  is  granted  in  accordance  with  resolutions  of the
     directors  (and of the  shareholders  as  applicable) of the Debtor and all
     other  matters and things have been done and  performed  so as to authorize
     and make the execution and delivery of this  Agreement and the  performance
     of the obligation of the Debtor hereunder legal, valid and binding; and

     (b) the Debtor  lawfully owns and possesses all presently  held  Collateral
     and has good title  thereto,  free from all  security  interests,  charges,
     encumbrances, liens and claims, save and except the security interests held
     by Royal Bank of Canada as security for


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                                     - 6 -

     corporate  Visa credit  cards to a maximum  credit  amount of $56,000  (the
     "Permitted Encumbrances") and the security agreement made February 21, 2003
     between the Debtor, as debtor,  and the Secured Party as secured party, and
     the  Debtor  has good  right and  lawful  authority  to grant the  Security
     Interest.

10.  Covenants of Debtor

10.1 The Debtor covenants and agrees:

     Disposition of Collateral
     -------------------------

     (a) not to sell, exchange,  transfer, assign, lease or otherwise dispose of
     or deal  in any way  with  Collateral  or  release,  surrender  or  abandon
     possession  of  Collateral  or move or  transfer  Collateral  from  British
     Columbia,  or enter  into any  agreement  or  undertaking  to do any of the
     foregoing except as may be permitted in this Agreement;

     Other Security Interests
     ------------------------

     (b) except for the Security Interest hereof and the Permitted  Encumbrances
     and the Source Code Escrow Agreement,  not to create or permit to exist any
     encumbrance or security  interest in, charge,  encumbrance or lien over, or
     claim against any of its property, assets or undertaking;

     Defend Title
     ------------

     (c) to defend the title to the  Collateral  for the  benefit of the Secured
     Party against all claims and demands, other than claims under the Permitted
     Encumbrances;

     Repair
     ------

     (d) to keep the Collateral in good order and repair;

     Insurance
     ---------

     (e) to obtain from insurers acceptable to the Secured Party and maintain:

          (i) public liability insurance;

          (ii) all risks  property  insurance in respect of the  Collateral on a
          replacement cost basis;

          (iii) business interruption insurance; and

          (iv) insurance in respect of such other risks as the Secured Party may
          reasonably  require  from  time to  time,

     all of which  policies  of  insurance  shall be in such  amounts  as may be
     reasonably  required  by the  Secured  Party and shall  include a  standard
     mortgage clause approved by the Insurance Bureau of Canada,  and the Debtor
     agrees to cause the  interest  of the  Secured  Party to be noted as a loss
     payee as its  interest  may appear on such  policies of  insurance


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                                     - 7 -

     (except public liability insurance),  and to furnish the Secured Party with
     certificates of insurance and certified copies of such policies;

     Taxes and Charges
     -----------------

     (f)  to  promptly  pay  all  taxes,  assessments,  rates,  levies,  payroll
     deductions,  workers' compensation assessments, and any other charges which
     could result in the creation of a statutory lien or deemed trust in respect
     of the Collateral;

     Further Assurances
     ------------------

     (g) to do, make,  execute and deliver  such further and other  assignments,
     transfers,  deeds,  security  agreements  and  other  documents  as  may be
     required by the Secured  Party to establish in favour of the Secured  Party
     and  perfect the  Security  Interest  intended to be created  hereby and to
     accomplish the intention of this Agreement; and

     Payment of Expenses
     -------------------

     (h) to pay all expenses, including solicitors' fees and disbursements (on a
     solicitor  and own client  basis) and  receivers'  fees and  disbursements,
     incurred by the Secured Party or its agents or any Receiver, as hereinafter
     defined, in connection with inspecting the Collateral,  investigating title
     to  the  Collateral,  the  preparation,   perfection,   preservation,   and
     enforcement of this  Agreement,  including  taking,  recovering and keeping
     possession of the Collateral and all expenses incurred by the Secured Party
     or such agents in dealing with other  creditors of the Debtor in connection
     with the  establishment  and  confirmation  of the priority of the Security
     Interest; all of which expenses shall be payable forthwith upon demand.

11.  Events of Default

11.1 The  following  shall be events of default (the "Events of Default")  under
this Agreement:

     (a) if the Debtor fails to satisfy or perform the Obligation when due;

     (b) if any representation or warranty made by or on behalf of the Debtor to
     the Secured Party in this Agreement is or becomes incorrect or untrue;

     (c) if the  Debtor  breaches  or  fails  to  comply  with  any term of this
     Agreement or the Note;

     (d) if the Debtor  becomes  insolvent or bankrupt or makes a proposal under
     the Bankruptcy  and  Insolvency Act (Canada) or similar  legislation in any
     jurisdiction,  a petition in bankruptcy  is filed  against the Debtor,  the
     Debtor  makes an  assignment  for the  benefit  of  creditors,  a  trustee,
     receiver,  receiver-manager or similar procedure is appointed in respect of
     the Debtor or any of its assets, proceedings under the Companies' Creditors
     Arrangement Act (Canada) are commenced with respect to the Debtor, or steps
     are taken by or against the Debtor for any other formal or informal type of
     proceeding  for the  settlement  of claims  against the Debtor,  or for the
     dissolution, liquidation, or winding-up of the affairs of the Debtor;


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                                     - 8 -

     (e) if the Debtor  ceases or threatens to cease to carry on its business or
     any material  part  thereof as presently  carried on, or makes or agrees to
     make a bulk sale of its assets;

     (f) if an execution or any similar process of any court becomes enforceable
     against the Debtor, or a distress or any similar process is levied upon any
     property of the Debtor; and

     (g) if the  Secured  Party  in good  faith  believes  and has  commercially
     reasonable  grounds to believe that the prospect of payment or  performance
     of the  Obligation is or is about to be impaired or that the  Collateral is
     in jeopardy or is about to be placed in jeopardy.

11.2 The floating  charge on real  property  created by  ss.3.1(m)  hereof shall
crystallize upon occurrence of an Event of Default.

12.  Enforcement and Remedies

12.1 Upon the  occurrence of one or more Events of Default,  the Debtor shall be
in default under this  Agreement,  the  Obligation  shall,  at the option of the
Secured  Party,  be  immediately  due and payable,  the Security  Interest shall
become  enforceable  at the  option  of the  Secured  Party.  Upon the  Security
Interest  becoming  enforceable,  the  Secured  Party  shall have the  following
remedies in addition to any other remedies available under the PPSA or otherwise
at law or in equity or contained in any other  agreement  between the Debtor and
the Secured Party, all of which remedies shall be independent and cumulative:

     (a) entry of any premises where Collateral may be located;

     (b) possession of Collateral by any method permitted by law;

     (c) the sale or lease of Collateral;

     (d) demand delivery of the Source Codes;

     (e) the collection of any rents, income, and profits received in connection
     with the business of the Debtor or the Collateral;

     (f) the collection, realization, sale or other dealing with any Accounts of
     the Debtor;

     (g)  the  appointment  by  instrument  in  writing  of  a  receiver,  or  a
     receiver-manager  (each of  which is  herein  called a  "Receiver")  of the
     Collateral;

     (h) the  exercise  by the  Secured  Party of any of the  powers  set out in
     ss.13, without the appointment of a Receiver;

     (i) proceedings in any court of competent  jurisdiction for the appointment
     of a Receiver or for the sale of the Collateral; and

     (j) the filing of proofs of claim and other  documents in order to have the
     claims of the Secured Party lodged in any bankruptcy,  winding-up, or other
     judicial proceeding relating to the Debtor.


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13.  Powers of Receiver

13.1 Any Receiver appointed by the Secured Party may be any person licensed as a
trustee under the Bankruptcy and Insolvency Act (Canada),  and the Secured Party
may remove any Receiver so appointed and appoint another or others instead.  Any
Receiver  appointed shall (except as provided below) act as agent for the Debtor
for all purposes,  including the occupation of any premises of the Debtor and in
carrying  on the  Debtor's  business.  For the  purposes of  realizing  upon the
Security  Interest,  the  Receiver  may sell,  lease,  or  otherwise  dispose of
Collateral  as agent for the Debtor or as agent for the Secured  Party as it may
determine in its discretion. The Debtor agrees to ratify and confirm all actions
of the Receiver acting as agent for the Debtor, and to release and indemnify the
Receiver in respect of all such  actions.  Any Receiver so appointed  shall have
the power:

     (a) to enter upon,  use, and occupy all  premises  owned or occupied by the
     Debtor;

     (b) to take possession of the Collateral;

     (c) to carry on the business of the Debtor;

     (d)  to  borrow  money  required  for  the  maintenance,   preservation  or
     protection of the  Collateral or for the carrying on of the business of the
     Debtor, and in the discretion of such Receiver, to charge and grant further
     security  interests in the Collateral in priority to the Security Interest,
     as security for the money so borrowed;

     (e) to sell,  lease, or otherwise  dispose of the Collateral in whole or in
     part and for cash or credit, or part cash and part credit on such terms and
     conditions  and in such  manner  as the  Receiver  shall  determine  in its
     discretion;

     (f) to demand, commence,  continue or defend any judicial or administrative
     proceedings for the purpose of protecting,  seizing, collecting,  realizing
     or obtaining possession or payment of the Collateral, and to give valid and
     effectual  receipts and discharges  therefor and to compromise or give time
     for the payment or  performance  of all or any part of the  Accounts or any
     other obligation of any third party to the Debtor; and

     (g) to exercise any rights or remedies  which could have been  exercised by
     the Secured Party against the Debtor or the Collateral.

14.  Performance of Obligation

14.1 If the Debtor fails to perform its obligation hereunder,  the Secured Party
may, but shall not be obliged to, perform such obligation  without  prejudice to
any other rights and remedies of the Secured Party  hereunder,  and any payments
made and any costs,  charges,  expenses and legal fees and  disbursements  (on a
solicitor  and own client  basis)  incurred  in  connection  therewith  shall be
payable by the Debtor to the Secured Party  forthwith  upon demand with interest
at the  Interest  Rate (as defined in the Amended and  Restated  Loan  Agreement
dated April 15, 2003).

15.  Failure to Exercise Remedies

15.1 The  Secured  Party shall not be liable for any delay or failure to enforce
any remedies  available to it or to institute any proceedings for such purposes.
The Secured Party


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                                     - 10 -

may waive any Event of Default,  provided  that no such waiver  shall be binding
upon the Secured  Party  unless in writing nor shall it affect the rights of the
Secured Party in connection with any other or subsequent Event of Default.

16.  Application of Payments

16.1 All payments made in respect of the Obligation  and all monies  received by
the Secured  Party or any Receiver  appointed by the Secured Party in respect of
the  enforcement of the Security  Interest  (including the receipt of any Money)
may be held as security for the  Obligation  or applied in such manner as may be
determined  in the  discretion of the Secured Party and the Secured Party may at
any time apply or change any such  appropriation  of such  payments or monies to
such part or parts of the  Obligation  as the Secured Party may determine in its
discretion.  The  Debtor  shall  remain  liable  to the  Secured  Party  for any
deficiency  and  any  surplus  funds  realized  after  the  satisfaction  of the
Obligation shall be paid in accordance with applicable law.

17.  Dealings by Secured Party

17.1 The Secured Party may grant extensions of time and other indulgences,  take
and give up securities, accept compositions,  grant releases and discharges, and
otherwise deal with the Collateral,  the Debtor, debtors of the Debtor, sureties
of the Debtor, and others as the Secured Party may see fit, without prejudice to
the  Obligation and the rights of the Secured Party to hold and realize upon the
Security  Interest.  The  Secured  Party has no  obligation  to keep  Collateral
identifiable,  or to preserve  rights  against  other  persons in respect of any
Collateral.

18.  Amalgamation by Debtor

18.1 The Debtor hereby  acknowledges and agrees that in the event it amalgamates
with any other  corporation or corporations,  it is the intention of the parties
hereto that the term Debtor, when used herein,  shall apply to the Debtor and to
the amalgamated corporation, such that the Security Interest granted hereby:

     (a) shall extend to Collateral (as the term is herein defined) owned by the
     Debtor at the time of amalgamation  and to any Collateral  thereafter owned
     or acquired by the amalgamated corporation;

     (b) shall  secure the  Obligation  (as the term is herein  defined)  of the
     Debtor at the time of  amalgamation  and any Obligation of the  amalgamated
     corporation to the Secured Party arising after the amalgamation; and

     (c)  shall  attach  to  Collateral  owned  by the  Debtor  at the  time  of
     amalgamation,  and  shall  attach  to any  Collateral  thereafter  owned or
     acquired  by the  amalgamated  corporation  when such  becomes  owned or is
     acquired.

19.  Notice

19.1 Without prejudice to any other method of giving notice, any notice required
or permitted to be given hereunder to any party shall be conclusively  deemed to
have been received by such party on the date  following  the sending  thereof by
prepaid  private courier to such party at its address noted on the first page of
this Agreement.


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                                     - 11 -

20.  Separate Security

20.1 This  Agreement  and the  Security  Interest  are in addition to and not in
substitution  for any other  security now or hereafter held by the Secured Party
in respect of the Debtor,  the Obligation or the  Collateral.

21.  Secured Party Not Obliged to Advance

21.1 Nothing in this Agreement shall obligate the Secured Party to make any loan
or accommodation  to the Debtor,  or extend the time for payment or satisfaction
of any Obligation.

22.  Severability

22.1 If any  provision of this  Agreement is be deemed by any court of competent
jurisdiction  to be invalid or void,  the remaining  provisions  shall remain in
full force and effect.

23.  Time of Essence

23.1 Time is of the essence of this Agreement.

24.  Grammatical Changes

24.1 This  Agreement  is to be read as if all  changes  in  grammar,  number and
gender rendered necessary by the context had been made, specifically including a
reference to a person as a corporation and vice-versa.

25.  Including

25.1  The  word  "including",  when  following  any  word or  words is not to be
construed  as limiting the  preceding  word or words but the  preceding  word or
words are to be  construed  as referring to all items or matters that could fall
within the broadest possible interpretation of the preceding word or words.

26.  Agreement Unconditional

26.1 There are no  representations,  warranties or collateral  agreements by the
Secured Party to the Debtor relating to the subject-matter hereof and possession
of an  executed  copy  of  this  Agreement  by  the  Secured  Party  constitutes
conclusive evidence that it was executed and delivered by the Debtor free of all
conditions.

27.  Governing Law; Attornment

27.1 This Agreement  shall be interpreted in accordance with the laws of British
Columbia,  and, without prejudice to the ability of the Secured Party to enforce
this Agreement in any other proper  jurisdiction,  the Debtor hereby irrevocably
submits and attorns to the jurisdiction of the courts of British Columbia.

28.  Successors and Assigns

28.1 This  Agreement and the  Obligation  may be assigned in whole or in part by
the Secured  Party to any person,  firm or  corporation  subject to the equities
between the Secured


<PAGE>


                                     - 12 -

Party and the Debtor.  This  Agreement may not be assigned by the Debtor without
the prior written  consent of the Secured Party.  This Agreement is binding upon
the parties hereto, and their respective heirs, executors, administrators, legal
personal  representatives,   successors  and  permitted  assigns;   "successors"
includes any corporation resulting from the amalgamation of any corporation with
another corporation.

29.  Copy of Agreement

29.1 The Debtor acknowledges receipt of an executed copy of this Agreement.

30.  Verification Statements; Financing Statements

30.1  The  Debtor  waives  the  right to  receive  any  verification  statement,
financing  statement or financing change statement  related to this Agreement or
related to any other security agreement in respect of the Obligation.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the Debtor
on the day and year first above written.

                            Execution Date
                        -----------------------
Officer Signature(s)    |  Y  |   M   |   D   |  Party(ies) Signature(s)
                        |     |       |       |
                        |     |       |       |  IMAGIS TECHNOLOGIES INC. by its
                        |     |       |       |  authorized signatory(ies):
Signed "Sharon Wong"    | 03  |       |       |
----------------------- |     |       |       |  Signed "Wayne Smith"
                        |     |       |       |  -------------------------------
                        |     |       |       |  Name:
                        |     |       |       |
                        |     |       |       |
                        |     |       |       |  Signed "Iain Drummond"
                        |     |       |       |  -------------------------------
                        |     |       |       |  Name:
                        -----------------------


OFFICER CERTIFICATION:
Your signature  constitutes a  representation  that you are a solicitor,  notary
public or other person  authorized by the Evidence Act R.S.B.C.  1996, c.124, to
take affidavits for use in British Columbia and certifies the matters set out in
Part 5 of  the  Land  Title  Act as  they  pertain  to  the  execution  of  this
instrument.


<PAGE>


                                  SCHEDULE "A"

                             LOCATIONS OF COLLATERAL

1.   1630 - 1075 West Georgia Street
     Vancouver, B.C. V6E 3C9

2.   1027 Pandora Avenue
     Vancouver, B.C. V8V 3P6