0001093197-02-000073 Sample Contracts

SOFTWARE DEVELOPER SERVICES AGREEMENT
Software Developer Services Agreement • December 2nd, 2002 • Imagis Technologies Inc • Services-computer integrated systems design • California

This Software Developer Services Agreement (this "Agreement") is entered into as of July 8, 2002 by and between OSI Systems Pvt. Ltd., a corporation formed and existing under the laws of India ("OSPL"), and Imagis Technologies Inc., a British Columbia, Canada corporation ("Imagis"), with reference to the following facts:

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PRODUCT DEVELOPMENT AND MARKETING AGREEMENT
Product Development and Marketing Agreement • December 2nd, 2002 • Imagis Technologies Inc • Services-computer integrated systems design • California

This Product Development and Marketing Agreement (this "Agreement") is entered into as of July 8, 2002 by and between OSI Systems, Inc., a California corporation ("OSI"), and Imagis Technologies Inc., a British Columbia, Canada corporation ("Imagis"), with reference to the following facts:

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 2nd, 2002 • Imagis Technologies Inc • Services-computer integrated systems design • California

This subscription agreement (the "Agreement") is made by and between Imagis Technologies Inc. (the "Company") and OSI Systems Inc. ("OSI") which is subscribing to acquire certain securities of the Company in accordance with the terms and conditions set forth herein.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 2nd, 2002 • Imagis Technologies Inc • Services-computer integrated systems design • California

REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of July 8, 2002, between Imagis Technologies Inc., a British Columbia corporation (the "Company"), and OSI Systems Inc., a California corporation ("Holder").

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