Preview | Underwriting Agreement |

ICOP Digital, Inc., a Colorado corporation (the Company), proposes to sell to the several underwriters (the Underwriters) named in Schedule I hereto for whom you are acting as Representative (the Representative) an aggregate of 1,300,000 Units (the Firm Units) issued by the Company. Unit will consist of two shares (Shares) of the common stock, no par value, of the Company (Common Stock) and two redeemable warrants (Warrants), each to purchase one share of Common Stock. The Warrants are to be issued under the terms of a Warrant Agreement (the Warrant Agreement) by and between the Company and ComputerShare Investor Services, as warrant agent (the Warrant Agent), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $6.19, subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Warrants are referred to herein collectively as the Warrant Shares.

The respective number of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to grant to the Representative an option to purchase in aggregate up to 195,000 additional Units (the Option Units), identical to the Firm Units, as set forth below. Unless specified to the contrary, all references herein to Units shall be deemed to include the Firm Units and the Option Units (to the extent the aforementioned option has been exercised) and all references herein to Shares, Warrants and Warrant Shares shall be deemed to include the Shares, Warrants and Warrant Shares underlying the Option Units (to the extent the aforementioned option has been exercised).

As the Representative, you have advised the Company that: (a) that you are authorized to enter into this Agreement for yourself as Representative and on behalf of the several Underwriters; and (b) the several Underwriters are willing, acting severally and not jointly, to purchase the numbers of Firm Units set forth opposite their respective names in Schedule I.

The Company acknowledges and agrees that its relationship with the Representative and the Underwriters is arms-length and that the Representative is not acting as a fiduciary for the Company in determining the price at which the securities being offered may be sold. The Company acknowledges that conflicts of interest may exist (including, without limitation, conflicts of interest associated with the pricing of the securities by the Representative) and that the Company has been advised by the Representative that it may wish to engage another investment banker or other advisors to represent the Companys interests.

In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the parties hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each of the Underwriters as follows:

(a) A registration statement on Form SB-2 (File No. 333-123827) with respect to the Units has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the Act) and the Rules and Regulations (the Rules and Regulations) of the Securities and Exchange Commission (the Commission) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, herein referred to as the Registration Statement, which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. Prospectus means: (i) the form of prospectus first filed with the Commission pursuant to Rule 424(b); or (ii) the last preliminary prospectus included in the Registration Statement filed prior to the time it becomes effective or filed pursuant to Rule 424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Units, together with any term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a Preliminary Prospectus.

(b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Colorado, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement. Except as described in the Registration Statement, the Company does not own a controlling interest in any other corporation or other business entity that has any material assets, liabilities or operations. Each entity that the Registration Statement discloses as being controlled

by the Company (each a Subsidiary and, collectively, the Subsidiaries) has been duly organized and is validly existing under the laws of its jurisdiction of organization and has the necessary legal power and authority to own or lease its properties and to conduct its business as described in the Registration Statement. The Company and each Subsidiary is duly qualified to transact business in all jurisdictions in which the conduct of its business requires such qualification.

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