EXHIBIT 10.16


April 15, 2003

Imagis Technologies Inc.
1630 - 1075 West Georgia Street
Vancouver, British Columbia
V6E 3C9

Attention:  Mr. Wayne Smith

Dear Sirs:

Amended and Restated Loan Agreement: Revolving Line of Credit

Further to the loan agreement made between  Imagis  Technologies  Inc. and Altaf
Nazerali  dated  February 21, 2003 (the "Loan  Agreement"),  Altaf Nazerali (the
"Lender")  wishes to increase the maximum  amount of credit  available to Imagis
Technologies   Inc.  (the  "Borrower)   under  the  Loan  Agreement  and  hereby
establishes  in favour of the  Borrower an amended and restated  loan  agreement
(the "Amended and Restated Loan  Agreement") for a revolving line of credit (the
"Extended Line of Credit") on the following terms and conditions:

Maximum Credit Amount: Cdn. $500,000 (the "Maximum Credit Amount")

Borrowing and Repayment:  The Borrower may borrow,  repay and reborrow up to the
Maximum  Credit Amount  outstanding  at any one time,  provided that any amounts
paid to and received are applied to any outstanding balance of the Extended Line
of Credit.

Purpose:  The Borrower  will use the proceeds of the Extended  Line of Credit to
assist in its cash flow management and general working capital.

Term:  The term of the Extended Line of Credit shall  commence on April 15, 2003
and  expire  on the  earlier  of May 31,  2003  or on  completion  of an  equity
financing  and the Borrower  will repay the Extended Line of Credit and interest
thereon in full on the earlier of May 31,  2003 or receipt of funds  pursuant to
an equity financing.

Interest Rate: The Borrower shall pay interest on the outstanding  daily balance
of the  Extended  Line of Credit at a  floating  rate  equal at all times to the
Prime Rate plus 2.0% per annum calculated monthly,  not in advance, on the basis
of a year of 365 days.  The interest rate shall  fluctuate as and when the Prime
Rate fluctuates.

Default  Interest Rate:  Notwithstanding  the previous  paragraph,  the Borrower
shall pay interest on any amount of  principal or interest on the Extended  Line
of  Credit  which  is not paid  when due at the  Prime  Rate  plus 5% per  annum
calculated  monthly  not in  advance,  on the basis of a year of 365  days.  The
default interest shall fluctuate as and when the Prime Rate fluctuates.

Prime Rate: In this agreement,  "Prime Rate" means the floating  commercial loan
reference rate of Royal Bank of Canada  publicly  announced from time to time as
its "prime rate" or "reference  rate"  (calculated on the basis of actual number
of days elapsed  over a year of 365 days),  with any change in the Prime Rate to
be effective on the date the "prime rate" or "reference rate" changes.


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For the  purposes  of the Canada  Interest  Act,  the annual rate of interest to
which an interest rate which is calculated on the basis of a year of 365 days is
equivalent is the interest rate multiplied by the number of days in the year and
divided by 365.

Payment of Business  Interest:  The Borrower shall pay interest  accruing due in
each calendar month on the 10th business day of the next calendar month.

Evidence of  Indebtedness:  As evidence of the  indebtedness  under the Extended
Line of Credit,  the Borrower will deliver to the Lender an amended and restated
grid  promissory  note (the "Note") in the  principal  amount of  $500,000.  The
Lender is hereby  authorized  to record on the Note all  advances  by the Lender
under the Extended Line of Credit, all interest accrued thereon and all payments
of principal and interest thereon made by the Borrower. The Note will constitute
prima facie evidence of the amounts of all such advances,  interest and payments
and the indebtedness of the Borrower under the Extended Line of Credit from time
to time. The Note will amend and restate the grid promissory note dated February
21, 2003, created and issued by the Borrower to the Lender.

Security:  As security for its  obligations to the Lender in connection with the
Extended  Line of  Credit,  the  Borrower  will  deliver to the Lender a General
Security Agreement (the "Security  Agreement") creating a security interest over
all of the  Borrower's  present  and  after-acquired  personal  property  and an
uncrystalized  floating  charge on land,  subject only to the existing  security
interests  held by Royal Bank of Canada as security  for  corporate  Visa credit
cards for a maximum credit amount of $56,000 ("Permitted  Encumbrances"),  which
security  interests  are  currently in good  standing and not in default and the
Borrower has not received any notice of default thereunder.

Additional  Security:  As additional  collateral security for the obligations to
the Lender,  the Borrower will execute and deliver to the Lender the Source Code
Escrow Agreement dated April 15, 2003.

Reporting Requirements: The Borrower will deliver to the Lender a monthly report
of outstanding  receivables with a reconciliation  of payments made and received
to substantiate all amounts  deposited by the Borrower into the Extended Line of
Credit.

Other Covenants: The Borrower will:

     (a)  not grant,  create,  assume or permit to exist any  mortgage,  charge,
          lien,  pledge,  security  interest  or other  encumbrance  against any
          assets or rights of the Borrower or guarantee or become liable for the
          obligations  of any other person,  corporation  or other entity except
          those that are Permitted Encumbrances; and

     (b)  conduct  its  business  in  compliance  with all  applicable  laws and
          regulations,   including  without   limitation  laws  and  regulations
          relating  to  the  environment  and  hazardous,   toxic  or  dangerous
          substances.

Mutual  Covenants:  The Borrower and Lender will within 5 business days from the
date hereof,  execute and deliver to the Escrow Agent appointed  pursuant to the
provisions  of the Source  Code  Escrow  Agreement  hereinabove  referred  to, a
Licence  Agreement  in favour of the Lender and his  assigns,  to be held by the
Escrow Agent in accordance with the terms, conditions and


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                                     - 3 -

instructions set out in the Source Code Escrow Agreement.  The Licence Agreement
will consist of an appropriate  form of licence  containing the essential  terms
described in Schedule A hereto.

Default: The following shall constitute events of default by the Borrower:

     (a)  non-payment  within 10  business  days  after the due date  thereof of
          principal,  interest and any other  amounts due under this  Agreement,
          the Note or the Security Agreement;

     (b)  a breach or default by the Borrower under this Agreement, the Security
          or any other agreement with the Lender which is not remedied within 14
          days after the date of such occurrence;

     (c)  if the Borrower  defaults under any other obligation to repay borrowed
          money; (d) if in the opinion of the Lender there is a material adverse
          change in the financial  condition,  ownership,  effective  control or
          operation of the Borrower;

     (e)  if proceedings for the  dissolution,  liquidation or winding-up of the
          Borrower or for the  suspension of the  operations of the Borrower are
          commenced,  unless such  proceedings are being actively and diligently
          contested by the Borrower in good faith; or

     (f)  in the  event of the  bankruptcy,  liquidation  or  insolvency  of the
          Borrower or if a receiver or  receiver-manager is appointed for all or
          any part of the business or assets of the Borrower; and

     (g)  if the Borrower ceases to carry on business.

Upon the occurrence of one or more events of default, the Lender may declare the
outstanding  principal and accrued interest under the Extended Line of Credit to
be  immediately  due and payable and the Lender may exercise its remedies  under
the Security Agreement or otherwise available to the Lender at law or in equity.

Expenses:  The Borrower  will pay all costs and expenses  incurred  from time to
time  in  preparation,  negotiation  and  execution  of this  Agreement  and the
Security,  and  any  costs  and  expenses  incurred  in  the  administration  or
enforcement of this Agreement or any other agreement relating to this Agreement.

Notices:  All notices and other  communications under this Agreement shall be in
writing and shall be sent by delivery or by facsimile  transmission addressed as
follows:

     (a)  if to the Lender, to:

          Altaf Nazerali
          1300 - 1075 West Georgia Street
          Vancouver, British Columbia  V6E 3C9
          Fax: (604) 684-4601


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                                     - 4 -

     (b)  if to the Borrower, to:

          Imagis Technologies Inc.
          1630 - 1075 West Georgia Street
          Vancouver, British Columbia  V6E 3C9
          Fax: (604) 684-9314
          Attention: Mr. Wayne Smith

Severability:  If any  provision  of this  Agreement  is held  by any  court  of
competent  jurisdiction  to be invalid,  void or  unenforceable,  the  remaining
provisions  shall  remain  in  full  force  and  effect.  Without  limiting  the
generality of the foregoing,  if the default  interest rate provided for in this
Agreement is held to be invalid,  void or unenforceable,  the Borrower shall pay
interest on any amount of  principal  or interest  which is not paid when due at
the Prime Rate plus 2% per annum  calculated  monthly,  not in  advance,  on the
basis of a year of 365 days.

Assignment:  No party  hereto may assign  its rights or  obligations  under this
Agreement without the prior written consent of the other party, such consent not
to be unreasonably withheld.

Amendment  and  Restatement:   This  agreement  amends  and  restates  the  Loan
Agreement.

Yours truly,


Signed, Sealed and Delivered by ALTAF     )
NAZERALI in the presence of:              )
                                          )
                                          )
------------------------------------      ) [Signed by Altaf Nazerali]
Witness (Signature)                       ) -----------------------------------
                                          ) ALTAF NAZERALI
                                          )
------------------------------------      )
Name (please print)                       )
                                          )
                                          )
------------------------------------      )
Address                                   )
                                          )
                                          )
------------------------------------      )
City, Province                            )

We acknowledge and accept the foregoing terms and conditions.

IMAGIS TECHNOLOGIES INC.


Per:    Signed "Wayne Smith"
        --------------------------------
        Authorized Signatory


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                                   SCHEDULE A
                   to the Amended and Restated Loan Agreement

                      ESSENTIAL TERMS OF LICENCE AGREEMENT

1.   The Borrower will grant to the Lender and his assigns,  the absolute  right
     and authority to use,  manufacture  and  distribute  products based on, the
     Source  Codes and all  Updates,  the  particulars  of which are more  fully
     described in the Source Code Escrow Agreement.

2.   The Borrower will permit the Lender and his assigns to use, manufacture and
     distribute the Source Codes and all Updates, on a non-exclusive  world-wide
     basis.

3.   The  Licence  Agreement  will  have a  minimum  term  of  five  (5)  years,
     commencing on the date that the Licence  Agreement and the Source Codes and
     all Updates are released from escrow,  in accordance with the provisions of
     the Source Code Escrow Agreement.

4.   The  Licence  Agreement  will  provide  that no royalty  is or will  become
     payable thereunder during the term thereof.