SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this Agreement), dated effective as of December 1, 2005 (the Effective Date), is made by and among ICOP Digital, Inc., a Colorado corporation (the Company), with headquarters located at 16801 W. 116th Street, Lenexa, Kansas 66219 and the investors named on the signature pages to this Agreement (each of whom is referred to as the Investor and all of whom collectively are referred to as the Investors).

Capitalized terms used herein and not otherwise defined have the meanings given them in Article IX.

RECITALS:

A. The Company and the Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the Securities Act), and Rule 506 under Regulation D (Regulation D) as promulgated by the United States Securities and Exchange Commission (the SEC) under the Securities Act.

B. The Investors desire, upon the terms and conditions stated in this Agreement, to purchase Units, each Unit comprising 10,000 shares of Common Stock and warrants to purchase 3,500 shares of Common Stock, for an aggregate purchase price of no less than $2,000,000 and no more than $4,000,000. The purchase price per Unit is the Unit Purchase Price set forth in Article IX.

C. Contemporaneously with the execution and delivery of this Agreement, the Company and the Investors are executing and delivering a Registration Rights Agreement in the form of Exhibit A hereto under which the Company has agreed to provide to the Investors certain rights with respect to registration of the resale of the Offered Securities under the Securities Act.

AGREEMENT:

In consideration of the premises and the mutual representations, warranties and covenants contained herein, the Company and the Investors hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF SECURITIES

1.1. Purchase and Sale of Units. At the Closing, subject to the terms of this Agreement and the satisfaction or waiver of the conditions set forth in Articles VII and VIII hereof, (i) the Company will sell to the Investors the Units, and (ii) each Investor will (on a several and not a joint basis) purchase from the Company the number of Units set forth beneath such Investors name on the signature pages hereof.

1.2. Payment and Delivery. Prior to the Closing, each investor will pay, by wire transfer of immediately available funds, the total purchase price for the number of Units set forth beneath its name on the signature pages hereof to the Escrow Agent in accordance with the written wire instructions set forth on the signature pages hereto. At the Closing, (i) the Escrow Agent will wire such funds to the Companys account in accordance with written instructions to be provided by the Company and (ii) the Company will deliver to each Investor certificates (each bearing a legend as set forth in Section 2.8) representing the constituent Offered Shares and Offered Warrants so purchased by such Investor.

1.3. Closing Date. Subject to the satisfaction or waiver of the conditions set forth in Articles VII and VIII hereof, the Closing will take place upon the earlier of: (i) the receipt by the Company of executed signature pages to this Agreement and the Registration Rights Agreement from all the Investors and the receipt by the Escrow Agent from the Investors of the aggregate purchase price for all the Units to be sold under this Agreement; and (ii) at 9:00 a.m. Pacific Time on December 8, 2005 (the Closing Date). The Closing also may take place at another date or time agreed upon by each of the parties to this Agreement. The Closing will be held at the offices of Holland & Knight LLP, 111 SW Fifth Avenue, Suite 2300, Portland, Oregon 97204, or at such other place as the parties agree.

1.4. Independent Nature. The rights and obligations of each Investor under this Agreement, the Registration Rights Agreement and all other agreements, documents and instruments contemplated hereby and thereby (the Transaction Documents) are several and not joint with the rights and obligations of each other Investor, and an Investor shall not be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitations, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for the other Investors to be joined as an additional party in any proceeding for such purposes.

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