EXHIBIT 10.2                                        **GPC Communications**                                        August 15, 2000                              Sandra E. Buschau                              Director and Corporate Secretary                              IMAGIS Technologies Inc.                              1300 - 1075 West Georgia Street                              Vancouver BC                              V6E 3C9                              Dear Ms Buschau:                              This letter will serve as the agreement between GPC Communications, a                              division of GPC Canada Inc. ("GPC") and IMAGIS Technologies Inc.,                               ("Client") pursuant to which GPC will serve the client as one of its public                              relations/public affairs agencies.                              **1.0     PUBLIC RELATIONS/PUBLIC AFFAIRS SERVICES**                              We will develop for your approval, and implement a program designed to                              achieve your public relations and public affairs objectives. We will provide                              professional counselling and staff services as required to carry out these                              objectives. (See attached description of our proposed services.)                              **2.0     MUTUAL COOPERATION**                              We agree to use our best efforts to make your public relations program                              successful. You agree to aid us in doing so by making available to us needed                              information pertaining to your business and to cooperate with us in expediting                              the work.                              **GPC Communications**                              **3.0     CHARGES FOR SERVICES PERFORMED**                              The terms of GPC's compensation are outlined in the Addendum.                                        *3.1     Out-of-pocket Disbursements*                                        Routine out-of-pocket disbursements such as long distance telephone                                        charges, travel, meals, faxes and photocopies, subscriptions and                                         supplies, postage, faxes and courier distribution charges will be billed                                        monthly at GPC's cost.                                        *3.2     Standard Markup*                                        GPC charges a markup of 20 per cent for out-of-pocket expenses                                        involving third party vendors performing work on your behalf, but paid                                        through GPC. Such expenses could include, but are not limited to,                                         photography, printing, production, design, room or equipment rentals.                                        *3.3	Approval of expenditures*                                        We agree to secure your approval of fees and expenditures in connection                                        with your projects and activities before undertaking those projects and                                        activities.                              **4.0     TERMS OF PAYMENT**                              We will submit invoices as outlined in the Addendum.                                        *4.1     Client agreement to pay*                                        You agree to pay our invoices upon receipt. In the event payment is not                                        made in a timely manner, GPC will be entitled to charge you a late                                        payment penalty of two (2) per cent per month on any overdue and                                        unpaid balance.                                        *4.2     Collection costs*                                        In the event that we incur costs, disbursements and/or legal fees in an                                        effort to collect our invoices, you agree to reimburse us for these                                        expenses.                              **GPC Communications**                              **5.0     CANCELLATION OF PLANS**                              You have the right to modify, reject, cancel or stop any and all plans or work in                              process, however, you agree to reimburse us for all liabilities and expenses we                              incurred prior,to your change in instructions, and which relate to non-                              cancelable commitments and to indemnify us for any liability relating to such                              action. We agree to use our best efforts to minimize such liabilities and                              expenses.                              **6.0	RESPONSIBILITIES OF AGENCY AND CLIENT**                                        *6.1	Agency Responsibility for Releases*                                        We shall obtain releases, licenses, permits or other authorization to use                                        testimonials, copyrighted materials, photographs, art work or any other                                         property or rights belonging to third parties obtained by us for use in                                         performing services to you.                                        *6.2	Client Responsibility for Releases*                                        You shall obtain releases, licenses, permits or other authorization to use                                        testimonials, copyrighted materials, photographs, art work or any other                                         property or rights belonging to third parties obtained by you which are                                         used in performing services by you.                                        *6.3	Client Responsibility for Accuracy*                                        You shall be responsible for the accuracy, completeness and propriety of                                        information concerning your products and services which you furnish to                                         us verbally or in writing in connection with the performance of this agreement.                                        *6.4 Client Responsibility for Agency's Litigation-Related Activities*                                        From time to time, GPC may be called upon to respond to or assist you                                        in connection with litigation commenced or threatened against you (for                                         example, in responding to a document subpoena). It is understood that                                         GPC will be entitled to staff time charges and reimbursement of                                         expenses for services rendered to you or time spent by GPC personnel in                                        connection with such matters. This provision shall survive the expiration                                         or earlier termination of this agreement.                              **GPC Communications**                              **7.0	CONFIDENTIALITY**                              GPC acknowledges its responsibility, both during and after the term of its                              appointment, to use all reasonable efforts to preserve the confidentiality of any                              proprietary or, confidential information or data developed by GPC on behalf of                               Client or disclosed by Client to GPC. Notwithstanding the above, GPC's                               obligation to maintain the confidentiality of any such information that it                              maintains in its possession or control shall not extend to information already in                              the public domain or that GPC must disclose by order of law and said                               obligation shall cease on the first anniversary of the termination of the                              agreement.                              **8.0	INDEMNITY**                              It is acknowledged that GPC cannot undertake to verify facts supplied to it by                              Client or factual matters included in material prepared by GPC and approved                               by Client. Accordingly, Client agrees to indemnify and hold harmless GPC                               from and against any and all losses, claims, damages, expenses (including                               reasonable attorneys' fees and disbursements) or liabilities which GPC may                               incur (i) as a result of any materials, releases, reports or information supplied to                              GPC by or on behalf of Client or prepared by GPC and approved by Client                               prior to its dissemination or broadcast; and (ii) except when attributable to                              GPC's failure to use due care, resulting from disputes between GPC and third                               parties related to and/or within the scope of this agreement. Client shall                               similarly indemnify and hold GPC harmless in respect to any damages arising                               out of the nature or use of Client's products or services. This provision shall                              survive the expiration or earlier termination of this agreement.                               **9.0      MISLEADING PUBLIC RELATIONS**                              Nothing contained in this agreement shall be deemed to require that we                              undertake any campaign, or prepare any public relations material or publicity,                              which, in our judgment, would be misleading, indecent, libelous, unlawful, or                               otherwise prejudicial to your interests or to ours.                              **10.0     TERM AND TERMINATION**                                        *10.1	Period of Agreement and Notice of Termination*                                        This agreement shall become effective upon signing and shall continue                                        until terminated by 60 days notice in writing given by either party to the                                        other.**GPC Communications**                                        *10.2 Payment of Purchase and Work Done*                                        Any non-cancelable materials, services, etc., we have properly                                        committed ourselves to purchase for your account (either specifically or                                        as part of a plan), shall be paid for by you in accordance with the                                         provisions of this agreement. We agree to use our best efforts to                                         minimize such liabilities immediately upon notification.                                        *10.3 Materials Unpaid For*                                        If upon termination there exists any material furnished by us or any                                        services performed by us for which you have not paid us in full, until                                         such time as you have paid us in full you agree not to use any such                                         materials or the product of any such services.                              **11.0     EXAMINATION OF RECORDS**                              You may at any time during the term of this agreement, during normal business                              hours, and upon at least two (2) business days notice, examine our files and                               records pertaining to the handling of your account only.                              **12.0     GENERAL PROVISIONS**                                        *12.1      Governing Law*                                        This agreement shall be governed and construed in accordance with the                                        laws of the Province of British Columbia.                                        *12.2     Representations and Warranties*                                        The parties each individually represent and warrant that each has full                                        power and authority to enter into this agreement and to perform all of                                         their obligations hereunder without violating the legal or equitable rights                                        of any third party.                                        *12.3     Notices*                                        Written notices pertaining to this agreement by either party to the other                                        party shall be deemed given five (5) business days from the date of                                         postmark and mailed, postage prepaid, to the address specified above.**GPC Communications**                                        *12.4     Assignment*                                        Neither party shall assign, transfer or delegate its responsibilities herein                                        to any third party without the prior written consent of the other                                         hereto.                                        *12.5     Amendments*                                        Neither this agreement nor any of the terms or conditions hereof may be                                        waived, amended or modified except by means of a written instrument                                         duly executed by both parties.                                        *12.6     Captions and Headings*                                        The captions and section headings used in this agreement are                                        for convenience of reference only and shall not affect the construction or                                        interpretation of this agreement or any of the provisions hereof.                                        *12.7     Successors and Assigns*                                        This agreement shall be binding upon and shall inure to the benefit of                                        the parties hereto and their respective heirs, executors, administrators,                                         personal representatives, successors and permitted assigns.                                        *12.8     Entire Agreement*                                        Except as otherwise set forth or referred to in this agreement, this                                        agreement constitutes the sole and entire agreement and understanding                                         between the parties hereto as to the subject matter hereof, and                                         supersedes all prior discussions, agreements and understandings of every                                        kind and nature between them as to such subject matter.                              **13.0     REPRESENTATION OF CLIENT**                                        *13.1     Authorization to Sign Contract*                                        IMAGIS Technologies Inc. represents that the undersigned is authorized                                         to execute this Public Relations/Public Affairs agreement and the                                         Addendum attached hereto on its behalf.                              **GPC Communications**                              If you are in agreement with the foregoing, please sign both copies of this letter                               in the space provided for that purpose below and return one copy to GPC for                               our records.                              Sincerely,                              GPC COMMUNICATIONS, A DIVISION OF GPC CANADA INC.                              By:     /s/ Colleen Savage                                       Colleen Savage                              Title:   Vice President and General Manager                              Date:  15 August 2000                              ACCEPTED AND AGREED:                              IMAGIS TECHNOLOGIES INC.                              By:     /s/ Sandra Buschau                                        Sandra Buschau                              Title:   Director and Corporate Secretary                              Date:  15 August 2000**FINANCIAL ADDENDUMIMAGIS Technologies Inc.**                              This Financial Addendum accompanies the Agreement between IMAGIS                              Technologies Inc. ("Client") and GPC Communications, a division of GPC                              Canada Inc. ("GPC") in which GPC agrees to provide public relations and public                              affairs services to Client.                              **Compensation**                              Fees for services will be based on GPC's customary hourly rates, which shall not                              include out-of-pocket expenses. In the event that events escalate to the point where                              GPC staff are required to be available to Client on an exclusive basis for extended                               periods of time, we will reserve the right to negotiate billing this time at a                               premium over the regular hourly rate. GPC will invoice Client monthly for fees                               relating to work performed.                              Deliverables                                        -     GPC will provide media relations services as needed:                                                  -     beginning with an imminent corporate announcement, focussing on daily                                                        business press in Toronto and Vancouver (fees $5,500);                                                   -     pursuing other story lines and coverage as instructed based on our usual                                                        hourly rates;                                        -     GPC will research and write a brief case study ("the Pearson incident") to be                                              used with media relations activities (fees $2,500)                              As ad hoc assignments occur, GPC will either draft an additional addendum or bill                              at normal hourly rates. If time and circumstances prevent the signing of an                               addendum before the work must be completed, GPC will be entitled to bill hourly                               rates for tasks undertaken on an urgent verbal instruction delivered by Sandra                               Buschau.                              Accepted and Agreed:                              GPC Communications                              IMAGIS Technologies Inc.                              a division of GPC Canada Inc.                              By:     /s/ Colleen Savage                         By:     /s/ Sandra Buschau                                       Colleen Savage                                       Sandra Buschau                              Title:   Vice President and                         Title:   Director and                                        General Manager                                   Corporate Secretary                               Date:  August 15, 2000                           Date:  August 16, 2000