EXHIBIT 10.15


February 21, 2003

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

Attention:  Mr. Wayne Smith

Dear Sirs:

Revolving Line of Credit

On  the  basis  of  information   provided  by  Imagis  Technologies  Inc.  (the
"Borrower"),  Altaf Nazerali (the "Lender") hereby  establishes in favour of the
Borrower a revolving  line of credit  (the "Line of  Credit")  on the  following
terms and conditions:

Maximum Credit Amount:  The lesser of Cdn.  $200,000 or the total of the current
outstanding  Trade  Account  Receivables  (as defined in the Security  Agreement
(hereinafter  defined) that are expected to be  collectible  within 60 days (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
received from the  collection of Trade  Account  Receivables  are applied to any
outstanding balance of the Line of Credit.

Purpose:  The Borrower  will use the proceeds of the Line of Credit to assist in
its cash flow management.

Term:  The term of the Line of Credit  shall  commence  on  February 1, 2003 and
expire on the earlier of May 31, 2003 or on  completion  of an equity  financing
and the Borrower  will repay the 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 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 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


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                                     - 2 -

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.  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 Line of
Credit,  the  Borrower  will deliver to the Lender a grid  promissory  note (the
"Note") in the principal amount of $200,000.  The Lender is hereby authorized to
record on the Note all  advances  by the Lender  under the 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 Line of Credit from time to time.

Security:  As security for its  obligations to the Lender in connection with the
Line of Credit,  the Borrower  will  deliver to the Lender a Security  Agreement
(the  "Security  Agreement")  creating a security  interest over the  Borrower's
trade account receivables,  subject only to the security interests held by Royal
Bank of Canada and AIG Credit Corporation of Canada ("Permitted Encumbrances").

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 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.

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;


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                                     - 3 -

     (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 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 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

     (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


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                                     - 4 -

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.

Acceptance:  This offer  expires on February  24,  2003 if not  accepted by that
date.  If this  offer  is  acceptable,  please  sign the  enclosed  copy of this
Agreement and return it to us.

Yours truly,


Signed, Sealed and Delivered by ALTAF     )
NAZERALI in the presence of:              )
                                          )
Signed "Diane Dallyn"                     )
------------------------------------      ) Signed "Altaf Nazerali"
Witness (Signature)                       ) -----------------------------------
                                          ) ALTAF NAZERALI
Diane Dallyn                              )
------------------------------------      )
Name (please print)                       )
                                          )
4250 Dundas Street                        )
------------------------------------      )
Address                                   )
                                          )
Burnaby, B.C.                             )
------------------------------------      )
City, Province                            )

We acknowledge and accept the foregoing terms and conditions.

IMAGIS TECHNOLOGIES INC.


Per:    [Signed by Wayne Smith]
        --------------------------------
        Authorized Signatory