**FLEISHMAN-HILLARD CANADA INC.CONTRACT LETTER OF AGREEMENTThis agreement is entered into this 21 day of August, 2000, by and between ***ImagisTechnologies*** hereafter referred to as ***Client*** and ***Fleishman-Hillard Canada Inc.***hereafter referred to as ***F-H***.Client agrees that they have engaged F-H as of the date above to furnishservices at the Client's request.Client agrees to compensate F-H for such services, and Client also agrees tocompensate F-H for any applicable out-of-pocket expenses, together with astandard agency commission of 17.65%, as may incurred on behalf of Client inthe course of F-H's performance of services. The estimated total of such out-of-pocket expenses is agreed upon on a project basis during this time period.Client agrees to pay F-H within 45 days of date of invoice. F-H reserves theright to charge interest up to 18 percent per annum on all amounts more that60 days outstanding.All materials produced at Client's expense by F-H shall be the property of F-Huntil F-H receives Clients payment in full for the cost of all rnaterialsand other out-of-pocket expenses plus all fees due.Client may designate as confidential any information that it provides to F-Hunder this Contract. F-H shall not disclose such information without Client'spermission. F-H may, however, disclose such information to its employees,counsel, and other professional advisors if it believes that disclosure isrequired in connection with F-H's provision of services hereunder. F-H may alsodisclose confidential information to the extent required by applicable law orjudicial or administrative order. F-H may, without Client's approval, discloseits representation of Client to other actual and potential F-H clients.Indemnification.(a)     Indemnification by F-H. F-H shallindemnify the Client and its officers, directors, employees, and agentsagainst any all claims, liabilities, damages or costs and against any demands,settlements, or judgments (collectively, the "Claims") arising directly orindirectly from or in connection with any claim of libel, slander, defamation,copyright infringement, misappropriation of ideas, or invasion of rights ofprivacy arising from any materials prepared by F-H on the Client's behalf.However, indemnification provided by this paragraph (a) shall not be applicableto any Claim arising from any such materials that were prepared or approved byClient or any of its employees, agents or independent contractors. ...cont./2 .../cont.(b)     Indemnification by Client. Client agreesto indemnify F-H, and its officers, directors, employees, andagents against any and all Claims (i) arising from or in connection with materialsthat were prepared or approved by client or any of its employees, agents, orindependent contractors, or (ii) except as provided in paragraph 7(a) of thisContract, arise directly or indirectly from or in connection with F-H's performanceof its obligations under this Contract, provided, however that this clause (ii)shall not apply to Claims arising from F-H's gross negligence or criminal conduct.(c)     Notice. Upon either party's obtainingnotice of actual or possibleClaim for which it may be entitled to indemnification, it shall give promptwritten notice of the Claim to the otherparty hereto. Failure to give such notice by the informed party shall notconstitute a waiver of such party's right to be indemnified as provided herein.Client and F-H upon mutual agreement may enter into a formal contract at any time.Upon the signature of such formal contract, this letter of agreement will beterminated and superseded by such formal contract.                                                                                                    BY /s/ **Sandra Buschau**                                                                                                    Director & Corporate Secretary                                                                                                    Imagis Technologies                                                                                                    BY /s/ **Jane Shapiro**                                                                                                    Senior Vice President & Partner                                                                                                    Fleishman-Hillard Canada Inc.**FLEISHMAN-HILLARD CANADA INC.CONFIDENTIALITY AGREEMENTAGREEMENT made this 21 day of August 2000, by and between ***Fleishman-Hillard Canada Inc.***(F-H) and Imagis Technologies (herein after "the client").**WTTNESSETH:**WHEREAS, F-H is or will be involved in providing investor and/or public relationsproposals and/or related services for the client andWHEREAS, in connection with such activities, F-H may be given access to certain confidential information pertaining to the client's products and/or proposed products and its business in general; andWHEREAS, preserving the confidentiality of such information is of the utmost importance to the client and F-H;NOW, THEREFORE, in consideration of the opportunity to participate in the efforts of F-H to develop and produce the aforementioned investor and/or public relations proposal and/or material and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, F-H hereby agrees as follows:F-H shall keep in strictest confidence all confidential information regarding the client and the client's products and proposed products, and all information regarding its business in general, and all information regarding the client and its business, that F-H receives directly or indirectly in connection with or as a result of working on a proposal and/or program for the client's investor and/or public relations matters. "Confidential information" shall mean that information:- which relates to the client's business and research plans and activities and legal or financial matters; and or- which has been identified to F-H at the time of disclosures as the confidential information of the client. It shall also mean deliverable items or written or descriptive matter, including drafts and associated materials, F-H shall not publish, communicate, divulge, disclose, use or make nay of such confidential information accessible to anyone for purpose, other than working on the development and production of the client's investor and/or public relations proposals and/or materials, except if authorized officials of the client or of F-H with the client's written authorization, or becomes generally available to the public other than through a violation of this Agreement by F-H or any associate of F-H.IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date above written.**FLEISHMAN-HILLARD CANADA INC.     IMAGIS TECHNOLOGIES INC.**By: /s/ Anne Lachance                                       By: /s/ Sandra Buschau     Anne Lachance                                                Sandra Buschau     Senior Vice President                                         Director & Corporate Secretary****