EXHIBIT 10.20

                          SOURCE CODE LICENCE AGREEMENT

THIS AGREEMENT is dated for reference 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 "Licensor")

AND:

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

          (the "Licensee")

WHEREAS:

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

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

(C) The Licensor and Licensee 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 Licensee 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 Licensor's cash flow management
and general working capital;

(D) As a condition of entering into the Amended and Restated Loan Agreement, the
Licensor  entered  into a  security  agreement  dated  April 15,  2003  granting
security over all its present and after-acquired personal and real property;

(E) The Licensor and Licensee  further  entered into an escrow  agreement  dated
April 15, 2003 (the "Source Code Escrow Agreement")  providing for the terms and
conditions  under which the  Licensor  will  deposit  the Source  Codes and this
Licence  Agreement  in escrow and will release the Source Codes and this Licence
Agreement to the Licensee  under the terms


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and conditions set out in the Amended and Restated Loan Agreement and the Source
Code Escrow Agreement; and

(F) The  Licensor  and the  Licensee  now wish to  provide,  under the terms and
conditions of this Licence Agreement,  a licence for the use of the Source Codes
by the Licensee in the event that such Source Codes are released  from escrow to
the Licensee pursuant to the Source Code Escrow Agreement;

NOW  THEREFORE  in   consideration   of  the  mutual  covenants  and  agreements
hereinafter set forth,  and other good and valuable  consideration,  the receipt
and sufficiency of which is hereby acknowledged, the parties agree to be legally
bound as follows:

                                     PART 1

                         DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this  Licence  Agreement,  unless the  context  otherwise  requires,  the
following terms shall have the following meanings, respectively:

     (a) "Amended and Restated Loan Agreement" has the meaning  ascribed thereto
     in Recital C;

     (b)  "Business  Day" means each week day from  Monday to Friday  except any
     statutory holiday observed in the Province of British Columbia;

     (c) "Confidential Information" has the meaning ascribed thereto in ss.4.2;

     (d) "Disclosing Party" has the meaning ascribed thereto in ss.4.2;

     (e) "Effective Date" has the meaning ascribed thereto in ss.2.4;

     (f) "Extended Line of Credit" has the meaning  ascribed  thereto in Recital
     (C);

     (g) "Insolvency Event" has the meaning ascribed thereto in ss.7.1(b);

     (h) "Licence" has the meaning ascribed thereto in ss.2.1;

     (i)  "Licence  Agreement"  means this source code licence  agreement,  made
     effective the Effective  Date,  including,  without  limitation,  schedules
     attached hereto or specifically  incorporated by reference  herein, as from
     time to time  supplemented or amended by one or more agreements,  schedules
     entered  into  pursuant to the  applicable  provisions  of this source code
     licence  agreement or incorporating  this source code licence  agreement by
     reference;


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                                     - 3 -

     (j) "Licensee Product" means a product of the Licensee that incorporates or
     is based upon the Source Codes or any Modifications;

     (k) "Line of Credit" has the meaning ascribed thereto in Recital (A);

     (l) "Loan Agreement" has the meaning ascribed thereto in Recital (A);

     (m)  "Modifications"  means  any  modifications,  amendments,  alterations,
     improvements,  changes,  updates,  upgrades,  enhancements,   deletions  or
     derivative work of any Source Code;

     (n) "Receiving Party" has the meaning ascribed thereto in ss.4.2;

     (o) "Source  Code Escrow  Agreement"  has the meaning  ascribed  thereto in
     Recital (E);

     (p)  "Source  Codes"  means each  source  code listed in Schedule A and any
     related documentation with respect to the source codes, and any Updates;

     (q)  "Tangible  Media" means any  document,  magnetic  tape,  disk or other
     physical medium containing the Source Codes;

     (r) "Term" has the meaning ascribed thereto in ss.2.4; and

     (s) "Update" means any modification,  update, enhancement, change, deletion
     or new release of the Source Codes made by the Licensor.

Interpretation

1.2 In this Licence Agreement,  except as otherwise expressly provided or as the
context otherwise requires

     (a) Parts of Agreement:  a reference to a Part is to a Part of this Licence
     Agreement,  and the symbolss.  followed by a number or some  combination of
     numbers and letters refers to the section, paragraph,  subparagraph, clause
     or subclause of this Licence Agreement so designated,

     (b) Headings: the headings are for convenience only and are not intended as
     a guide to interpretation of this Licence Agreement or any part of it,

     (c) "Including":  the word including or includes,  when following a general
     statement or term, is not to be construed as limiting the general statement
     or term to any  specific  item or matter set forth or to  similar  items or
     matters,  but rather as permitting  the general  statement or term to refer
     also to all other items or matters  that could  reasonably  fall within its
     broadest possible scope,

     (d) Accounting  Terms: an accounting term not otherwise  defined herein has
     the meaning assigned thereto, and every calculation to be made hereunder is
     to be made,  in


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                                     - 4 -

     accordance  with Canadian  generally  accepted  accounting  principles  and
     applied on a consistent basis,

     (e) Currency: a reference to currency means Canadian currency,

     (f)  References  to  Statutes:  a  reference  to  a  statute  includes  all
     regulations made  thereunder,  all amendments to the statute or regulations
     in force from time to time, and any statute or regulation that  supplements
     or supersedes such statute or regulations,

     (g)  Successors:  a reference to an entity  includes any  successor to that
     entity,

     (h) Gender,  Number,  etc.: a word importing the masculine  gender includes
     the feminine and neuter, a word in the singular includes the plural, a word
     importing a corporate  entity  includes an  individual,  and vice versa and
     "person" will mean an  individual,  partnership,  corporation  (including a
     business trust),  joint stock company,  trust  unincorporated  association,
     joint venture, or other entity or a government or any agency, department or
     instrumentality thereof and vice versa,

     (i) Approvals in Writing: a reference to approval, authorization or consent
     means  written  approval,  authorization  or consent  regardless of whether
     expressly  so  stated  and  whenever  a  party  is  entitled  to act in its
     discretion under this Licence Agreement, that party will act reasonably and
     not arbitrarily in exercising such discretion,  unless expressly  specified
     otherwise,

     (j)  Conflicts:  if there is any conflict or  inconsistency  between any of
     this Licence  Agreement,  any appendix or any schedule the conflict will be
     resolved in the following order of precedence:

          (i)  schedules  will  prevail  over  this  Licence  Agreement  and any
          appendix hereto, and

          (ii) appendices hereto will prevail over this Licence Agreement,

     (k) Business  Days: if any date on which any action is required to be taken
     hereunder by any of the parties is not a Business  Day, that action will be
     required  to be taken on the next  succeeding  day which is a Business  Day
     unless otherwise expressly provided in this Licence Agreement, and

     (l)  Technical  Terminology:  words,  phrases and  acronyms  not  otherwise
     defined  herein that have a meaning  commonly  understood  and  accepted by
     persons  familiar  with the  business  of  information  technology  will be
     interpreted and understood to have that meaning herein.

Schedules

1.3  Schedule A is  attached  hereto and  incorporated  by  reference  into this
Licence Agreement.


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                                     - 5 -

                                     PART 2

                GRANT OF RIGHTS AND CONDITIONS OF SOURCE CODE USE

Grant of Licence

2.1  Subject to the terms and  conditions  expressly  set forth in this  Licence
Agreement,  the Licensor  hereby  grants to the  Licensee,  for the Term of this
Licence  Agreement,  a non-exclusive,  world-wide,  fully paid-up,  royalty-free
licence (the "Licence") to use, manufacture,  market, distribute and sub-license
products  based  on the  Source  Codes.  The  grant  of this  Licence  does  not
constitute a sale of the Source Codes.

Licensee Right to Modify

2.2 The Licensee or his contractors may make Modifications to any Source Code as
he deems  necessary  for his  business  purposes and all  Modifications  will be
vested in the Licensee.

Restrictions on Use

2.3 The Licensee will:

     (a) not make  additional  copies of any Source  Code except for one copy as
     necessary for back-up purposes and, for greater certainty,  software may be
     provided  to  a  sub-licensee  in  object-code   form  only  as  integrally
     incorporated  into or with any  Licensee  Product  for the  purposes of any
     sub-licence agreement;

     (b) maintain and disallow the removal of any copyright or other proprietary
     notice in or on any Source Code;

     (c) allow any Source Code only to be used and accessed by Licensee;

     (d) not  transmit,  or provide  access to, any Source Code over  computers,
     systems and networks, to any third party;

     (e) not sublicence,  assign,  rent,  sell,  lease,  distribute or otherwise
     transfer any Source Code other than as expressly  permitted in this Licence
     Agreement;

     (f) not embed any Source Code into any other  application  and  transfer or
     distribute such application to third parties;

     (g) not use the  Source  Codes to develop  any  product  that is  generally
     competitive with the Licensor's product offerings; and

     (h) not develop or test an interface to any Source Code or merge any Source
     Code with any other software.


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                                     - 6 -

Term

2.4 This  Licence  Agreement  will be  effective  from the date (the  "Effective
Date") the Licensee receives the Tangible Media released from escrow pursuant to
the terms and  conditions of the Source Code Escrow  Agreement and will continue
for a term of five (5) years less a day from the  Effective  Date (the  "Term"),
unless this  Licence  Agreement  is  otherwise  earlier  terminated  as provided
herein.

                                     PART 3

                       INTELLECTUAL PROPERTY INFRINGEMENT

Indemnity by Licensee

3.1 The  Licensee  will  indemnify  and  hold  the  Licensor  and its  servants,
employees and agents harmless from any loss, damage, costs, expense or liability
for  infringements of any patent,  trademark,  trade secret,  copyright or other
intellectual   or   industrial   proprietary   right  to  the  extent  that  the
infringements arise from  modifications,  amendments or enhancements made by the
Licensee in respect of any  Licensee  Product,  or use of any Source Code by the
Licensee in breach of the terms of this Licence Agreement.

Infringement Remedy

3.2 In the event that any Source Code or any part thereof is claimed to infringe
the  property  interest of a third party or the  Licensee  has reason to believe
that any Source Code or any part thereof infringes a Canadian  copyright,  trade
secret or property interest of a third party, the Licensee may at its option;

     (a) require the Licensor to replace or modify,  at the Licensor's cost, any
     Source Code or element thereof; or

     (b)  require  the  Licensor  to  participate  and  defend  formally  in any
     litigation involving any infringement claim by any third party; and/or

     (c)  require the  Licensor  to  indemnify  the  Licensee  for all costs and
     expenses  incurred by the Licensee in defending  any claimed  infringement,
     including  payment of any damages or costs awarded  against the Licensee in
     favour of any third party; and/or

     (d)  terminate  this Licence  Agreement on 30 days notice and return to the
     Licensor all copies of the Source Codes.

Exclusive Remedy

3.3 Section 3.2 constitutes the Licensee's sole remedy with respect to any claim
alleging  infringement  or violation  of any patent,  trademark,  trade  secret,
copyright or other  intellectual or industrial  proprietary  right pertaining to
the Source Codes.


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                                     - 7 -

3.4 In the event of any  complaint  alleging  infringement  or  violation of any
copyright or other  proprietary  rights being made by a third party  against the
Licensee in respect of the use of any Source Code, the following  procedure will
be adopted:

     (a) the Licensee will promptly  upon receipt of any such  complaint  notify
     the Licensor,  and will  throughout the pendency of such complaint keep the
     Licensor  fully  informed  of  the  actions  and  positions  taken  by  the
     complainant and taken or proposed to be taken by the Licensee;

     (b)  all  costs  and  expenses   properly   incurred  by  the  Licensee  in
     investigating,   resisting,   litigating   and  settling  such   complaint,
     including,  the  payment  of any  award of  damages  and costs to any third
     party, will be borne entirely by the Licensee;

     (c) no decision or action  concerning or governing any final disposition of
     the  complaint  will  be  taken  without  full  consultation  with  and the
     reasonable approval by the Licensor;

     (d) the  Licensor  may  elect to  participate  formally  in any  litigation
     involving  the  complaint to the extent that the court may permit,  but any
     additional  expenses  generated by such formal  participation will be borne
     entirely by the Licensor (subject to the possibility of recovery of some or
     all of such additional expenses from the complainant); and

     (e) if the  complainant is willing to accept an offer of settlement and one
     of the parties to this  Licence  Agreement is willing to accept an offer of
     settlement  and the  other  party is not,  then the  unwilling  party  will
     conduct all further proceedings at its own expense, and will be responsible
     for the full  amount of any  damages,  costs,  accounting  of  profits  and
     settlement  costs in excess of those  provided in such  offer,  but will be
     entitled  to retain unto  itself the  benefit of any  litigated  or settled
     result entailing a lower payment of costs,  damages,  accounting of profits
     and settlement costs than that provided in such offer.

3.5  Notwithstanding  any other provision in this Licence Agreement,  nothing in
this Licence  Agreement will serve to obligate the Licensor to commence,  defend
or maintain any legal proceedings  against a third party for infringement of any
rights of the Licensor or the Licensee.

                                     PART 4

                  PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION

Ownership of Source Codes

4.1 The  Licensee  hereby  acknowledges  and agrees  that all  right,  title and
interest in and to any Source Code and any Updates  including  all  intellectual
and industrial  property  rights will, as between the Licensor and Licensee,  be
and remain vested in the Licensor.  The Licensee further acknowledges and agrees
that any Source Code  constitute  valuable trade secrets of the Licensor.  These
rights are protected by intellectual  property right laws,  international treaty


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                                     - 8 -

provisions and other applicable  national laws and the Licensee will not acquire
or obtain any right, title or interest in any Source Code.

Confidential Information

4.2 The parties hereby agree that  information  designated as  confidential by a
disclosing party (the "Disclosing  Party") at, or before, the time of disclosure
or any information  which ought reasonably to be considered  confidential in the
circumstances  and  disclosed to a receiving  party (the  "Receiving  Party") is
confidential information ("Confidential Information").  The parties hereby agree
that any Source Code will be deemed to be Confidential Information. Confidential
Information will not include any information:

     (a) that was already  known by the  Receiving  Party prior to  receiving it
     from the  Disclosing  Party,  without  being  subject to an  obligation  to
     maintain its confidentiality;

     (b) that is or becomes generally known to the public without breach of this
     or any other confidentiality agreement by the Receiving Party;

     (c) that is  obtained  by the  Receiving  Party from a party other than the
     Disclosing   Party  without  an   obligation   to  keep  such   information
     confidential;

     (d) that is  independently  developed by the Receiving Party without use of
     Confidential  Information  as is promptly  evidenced by reasonable  written
     records; and

     (e) that the  publication,  release or  disclosure  of the  information  is
     required  by law  provided  that such  disclosure  required by law will not
     affect the  confidential  nature or obligations  of the Receiving  Party in
     respect of such Confidential Information.

4.3  Each Receiving Party hereby agrees

     (a) to keep all  Confidential  Information of the Disclosing Party to which
     access  is  granted  or which  is  obtained  by the  parties  in  strictest
     confidence  and not to disclose or permit  disclosure of all or any portion
     of the Confidential Information to any person, firm, corporation,  business
     or other entity,  except as otherwise  expressly  permitted by this Licence
     Agreement or with the prior written  consent of the Disclosing  Party which
     consent may be unreasonably withheld;

     (b) to exercise a degree of care in protecting the  confidentiality  of the
     Confidential  Information  which is at least  equivalent  to that which the
     party uses to protect its own Confidential Information, but not less than a
     standard of reasonable care in any event;

     (c) not to use all or any portion of the  Confidential  Information  of the
     Disclosing  Party in any way other than as expressly  permitted  under this
     Licence Agreement; and

     (d) not to reproduce any  Confidential  Information of the Disclosing Party
     without  the prior  written  consent of such  party,  which  consent may be
     unreasonably   withheld,   except  to  make   available  the   Confidential
     Information  to such of its  directors,  officers,  employees or agents and
     subcontractors  who  need  to  use  the  Confidential  Information  in


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     the  performance of obligations  under this Licence  Agreement and who have
     agreed to be bound by the terms of this Part 4.

Injunctive Relief

4.4 The parties acknowledge and agree that damages may not be an adequate remedy
to  compensate  a party for any  breach of the  obligations  of  confidentiality
contained in this Licence  Agreement and  accordingly  agree that in addition to
any and all other remedies  available,  the non-breaching party will be entitled
to  obtain  relief  by way of a  temporary  or  permanent  injunction  or  other
equitable remedy to enforce the obligations of confidentiality contained in this
Part 4.

4.5 The parties  agree that all  information  related  to,  connected  with,  or
arising out of any Source Code, will be deemed to be Confidential Information.

                                     PART 5

                                 RISK MANAGEMENT

Limitation of Liability

5.1 In no event  will the  Licensor  be liable to the  Licensee  or to any third
party for any charges or losses of any kind in  connection  with any Source Code
or this Licence Agreement,  including,  without  limitation,  direct,  indirect,
special,  consequential,  incidental,  punitive  or  exemplary  damages for lost
profits, business or savings even if such damages are reasonably foreseeable.

5.2 The Licensee will indemnify and hold the Licensor and its employees, agents,
contractors,  subcontractors,  officers and  directors  harmless  from any loss,
damage, costs, expense or liability suffered or sustained by the Licensor at any
time  (either  before or after the  expiration  or earlier  termination  of this
Licence  Agreement)  where the same or any of them are based upon,  or arise out
of, or from

     (a) anything  done or omitted to be done by the Licensee or by any servant,
     employee,  agent,  contractor,  subcontractor,  officer or  director of the
     Licensee in connection with this Licence Agreement;

     (b) use of any  Source  Code in a manner  not  authorized  by this  Licence
     Agreement;

     (c) use of any Source Code in association with hardware,  data, networks or
     software not authorized by the Licensor for use with any Source Code; or

     (d) use of other than the most current version of any Source Code.


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                                     PART 6

                         REPRESENTATIONS AND WARRANTIES

Warranties of the Licensor

6.1 The Licensor  hereby  represents,  warrants and covenants to the Licensee as
follows:

     (a) the  Licensor is the sole and absolute  owner of all rights,  title and
     interest in the Source Codes;

     (b) the Licensor has all the necessary  rights and authority to license the
     Source  Codes  to the  Licensee  pursuant  to the  terms  of  this  Licence
     Agreement;

     (c) the Licensor has the constating  power and authority to enter into this
     Licence  Agreement  and to perform each and every  covenant  and  agreement
     herein contained;

     (d) this Licence Agreement has been duly authorized, executed and delivered
     by the Licensor and  constitutes a valid,  binding and legally  enforceable
     agreement of the Licensor;

     (e) to the best of the Licensor's knowledge,  there are no claims, demands,
     proceedings,  litigation,  suits, actions,  decrees,  orders,  judgments or
     findings  whatsoever  of either any  regulatory or  administrative  body or
     court of competent  jurisdiction  that affect,  or could in any way affect,
     the  ability  of  the  licensor  to  perform  its  obligations  under  this
     Agreement; and

     (f) to the  best of the  Licensor's  knowledge,  the  Source  Codes  do not
     infringe the intellectual property interests of any third party.

6.2 The Licensor  does not warrant that the operation of any Source Code will be
uninterrupted or error-free.

Warranties of the Licensee

6.3 The Licensee hereby  represents,  warrants and covenants to the Licensor the
following:

     (a) the  Licensee  has the power and  authority  to enter into this Licence
     Agreement  and to perform  each and every  covenant  and  Agreement  herein
     contained;

     (b) this Licence Agreement has been duly authorized, executed and delivered
     by the Licensee and  constitutes a valid,  binding and legally  enforceable
     agreement of the Licensee; and

     (c) the  Licensee has no  knowledge  of any claims,  demands,  proceedings,
     litigation,  suits,  actions,  decrees,  orders,  judgements,  or  findings
     whatsoever  of either any


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                                     - 11 -

     regulatory or administrative  body or court of competent  jurisdiction that
     affect, or could in any way affect,  the ability of the Licensee to perform
     his obligations under this Licence Agreement.

6.4 Except as expressly set forth in this Licence Agreement,  without limitation
and to the fullest extent allowable by law, implied  warranties or conditions of
satisfactory quality, merchantable quality and fitness for a particular purpose,
and those arising by statute or otherwise in law, or from a course of dealing or
usage of trade are excluded.

                                     PART 7

                                   TERMINATION

Termination

7.1  If the Licensee:

     (a) fails materially to comply with any provision of this Licence Agreement
     after  receiving  written  notice from the Licensor and fails to remedy the
     non-compliance within 30 days of the occurrence of such non-compliance;

     (b) has a  bankruptcy  order made  against  him or if a receiver or manager
     over any of the Licensee's  assets is appointed or if the Licensee  becomes
     unable to pay his debts as they become due ("Insolvency Event"),

then the  Licensor  may, at its option,  exercise  one or more of the  following
remedies:

     (c) continue this Licence  Agreement,  either without requiring  additional
     assurances, or on receipt of appropriate written agreement of assumption or
     continuation of the Licensee's  obligations and liabilities  hereunder from
     the  Licensee's  successor  entity,  receiver,  trustee,  administrator  or
     manager appointed pursuant to an Insolvency Event, as the case may be;

     (d) forthwith  terminate this Licence  Agreement  without  further  written
     notice; and (e) pursue any other remedy existing at law or in equity.

Procedure on Termination

7.2 Upon  termination  of this  Licence  Agreement  for any reason,  the Licence
granted  hereunder  shall terminate and the Licensee shall have no right to use,
market,  distribute or sub-license any products derived from the Source Code, or
in any manner use or deal with the Source Code, or any copy or portion  thereof,
and shall  either  destroy  or return  any  Source  Code and  related  software,
documentation  and any copies  thereof to the Licensor  and the  Licensee  shall
certify that all copies of the Source Codes and documentation  previously in the
possession of the Licensee have been returned to the Licensor or destroyed.


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                                     - 12 -

7.3  Termination  of this  Licence  Agreement  shall be in addition to any other
right or remedy which the terminating  party may have at law, in equity or under
this Licence Agreement.

                                     PART 8

                                     GENERAL

Entire Agreement

8.1 This Licence Agreement, including all schedules attached hereto, constitutes
the entire  agreement  between the parties  with  respect to the subject  matter
hereof,  and supersedes and replaces,  and no reliance shall be placed upon, any
prior or contemporaneous proposals, representations, discussions, obligations of
any nature,  duties,  draft or proposed  written  contracts,  letters of intent,
understandings  or agreements,  whether  written or oral and whether  express or
implied, regarding such subject matter.

Notice

8.2 All notices and other  communications  required or permitted by this Licence
Agreement to be made by either party to the other must be made in writing and be
delivered  by  hand or  registered  mail  or  conveyed  by  telex  or  facsimile
transmission as follows:

     (a)  if to the Licensor:

          Imagis Technologies Inc.
          1630 - 1075 West Georgia Street
          Vancouver, B.C.
          V6E 3C9

          Attention:  Wayne Smith, CFO
          Fax No.:  (604) 684-9314

          with a copy to:

          Lang Michener
          Barristers and Solicitors
          1500 Royal Centre
          1055 West Georgia Street
          P.O. Box 11117
          Vancouver, BC  V6E 4N7

          Attention:  Leo Raffin
          Fax No. (604) 893-2356


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                                     - 13 -

         if to the Licensee:

         c/o IPM International Portfolio Management Inc.
         1300 - 1075 West Georgia Street
         Vancouver, B.C.
         V6E 3C9

         Attention: Altaf Nazerali
         Fax No. (604) 684-4681

         with a copy to:

         Salley Bowes Harwardt
         1750 - 1185 West Georgia Street
         Vancouver, B.C.
         V6E 4E6

         Attention: Louis Paul Salley
         Fax No.:  (604) 688-0778

or to such other persons,  addresses,  or numbers as the parties give each other
notice.

Severability

8.3 If any  provision of this Licence  Agreement is  determined to be invalid or
unenforceable  by an  arbitrator  or a court  of  competent  jurisdiction,  that
provision shall be deemed to be severed herefrom only to the extent of the facts
in  dispute,  and  where  permitted  by such  determination,  and the  remaining
provisions  of this  Licence  Agreement  shall not be affected  and shall remain
valid and enforceable.

Governing Law and Attornment

8.4 This Licence  Agreement  shall be exclusively  governed by, and construed in
accordance  with,  the laws of the Province of British  Columbia and the federal
laws of Canada applicable therein.  Each party hereby attorns and submits to the
non-exclusive jurisdiction of the courts of the Province of British Columbia.

Survival

8.5  Unless  the  parties  otherwise  agree  in  writing,   the  provisions  and
restrictions of this Licence Agreement which by their nature ought reasonably to
survive the termination or expiration of this Licence  Agreement,  shall survive
any termination or expiration of this Licence Agreement.

Enurement

8.6 This Licence  Agreement and the provisions  hereof will enure to the benefit
of and be binding upon the parties and their respective and permitted assigns.


<PAGE>


                                     - 14 -

Assignment

8.7 The  Licensee  may not  transfer  or  assign,  except for  sub-licensing  as
expressly  provided  for in  this  Licence  Agreement,  any of  its  rights  and
obligations  under this Licence  Agreement,  either in whole or in part,  to any
third party without the prior written consent of the Licensor, which consent may
not be  unreasonably  withheld.  Any  attempted  assignment  in violation of the
provisions of this section by the Licensee  shall be void. The Licensor shall be
entitled to assign its rights and obligations under this Licence Agreement.

Amendment

8.8 No amendment,  modification,  supplement or other alteration of this Licence
Agreement will be effective  unless in writing,  signed by both parties by their
duly authorized representatives.

Waiver

8.9 No provision of this Licence  Agreement and no breach by the Licensee of any
such provision of this Licence  Agreement will be considered to have been waived
unless such waiver is in writing;  and the written waiver by the Licensor of any
breach of the Licensee of any  provision of this Licence  Agreement  will not be
deemed to be a further waiver of such  provision or of any subsequent  breach by
the other party of the same or any other provision of this Licence Agreement.

Counterparts

8.10 This Licence  Agreement may be executed in any number of counterparts  with
the same  effect as if all  parties  had all signed the same  document,  and all
counterparts  will be  construed  together  and  will  constitute  one and  same
agreement.

Facsimile

8.11 This Licence  Agreement may be executed by the parties and  transmitted  by
facsimile  transmission  and  if  so  executed  and  transmitted,  this  Licence
Agreement  will be for all purposes as effective as if the parties had delivered
an executed original agreement.


IN WITNESS  WHEREOF this Licence  Agreement has been executed by the  authorized
representatives of the respective parties hereto on the day and year first above
written.

IMAGIS TECHNOLOGIES INC.


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


<PAGE>


                                     - 15 -


Signed, Sealed and Delivered by ALTAF     )
NAZERALI in the presence of:              )
                                          )
Signed "Roy Trivett"                      )
------------------------------------      ) Signed "Altaf Nazerali"
Witness (Signature)                       ) -----------------------------------
                                          ) ALTAF NAZERALI
Roy Trivett                               )
------------------------------------      )
Name (please print)                       )
                                          )
2683 Country Woods Drive                  )
------------------------------------      )
Address                                   )
                                          )
Surrey, B.C.                              )
------------------------------------      )
City, Province                            )
                                          )
Businessman                               )
------------------------------------      )
Occupation                                )


<PAGE>


                                   SCHEDULE A
                                       to
                                LICENSE AGREEMENT

                                  Source Codes

     1.   The source codes pertaining to all software  originally  engineered by
          Imagis,   including  but  without   limiting  the  generality  of  the
          foregoing, the software known as:

          (a)  Computerized Arrest and Booking Systems ("CABS"); and

          (b)  Image  Detection  and  Biometric  Facial   Recognition   Software
               ("ID-2000").

     2.   The source codes pertaining to the Intacta code.