ICOP DIGITAL, Inc.

UNDERWRITING AGREEMENT

dated ___________, 2006

Paulson Investment Company, Inc.

Underwriting Agreement

_________________, 2006

Paulson Investment Company, Inc.

811 SW Naito Parkway

Portland, Oregon 97204

Ladies and Gentlemen:

Introductory. ICOP Digital, Inc., a Colorado corporation (the Company) proposes to issue and sell to the several underwriters named in Schedule A (the Underwriters) (i) an aggregate of 1,000,000 shares (the Shares) of the Companys common stock (Common Stock) and (ii) an aggregate of 1,000,000 redeemable warrants, each entitling the holder to purchase one share of Common Stock (each a Warrant and, collectively, the Warrants). The Warrants are to be identical in form to the public warrants first issued in July 2005 and that currently trade on the Nasdaq Capital Market under the symbol ICOPW. 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), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 1,000,000 Shares and the 1,000,000 Warrants to be sold by the Company are collectively called the Firm Securities. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 150,000 Shares (the Optional Shares) and an additional 150,000 Warrants (the Optional Warrants), as provided in Section 2. The Optional Shares and Optional Warrants are collectively referred to herein as the Optional Securities). Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the Securities. Paulson Investment Company, Inc. has agreed to act as representative of the several Underwriters (in such capacity, the Representative) in connection with the offering and sale of the Securities.

The Company confirms its agreement with the Underwriters as follows:

SECTION 1. Representations and Warranties of the Company.

The Company represents, warrants and covenants to each Underwriter as follows:

(a) Filing of the Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the Commission) a registration statement on Form SB-2 (File No. 333-_________), which contains a form of prospectus to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements and exhibits thereto, and the documents incorporated by reference in the prospectus contained in the registration statement at the time such registration statement became effective, in the form in which it was declared effective by the Commission

under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the Securities Act), and including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the Exchange Act), is called the Registration Statement. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the Rule 462(b) Registration Statement, and from and after the date and time of filing of the Rule 462(b) Registration Statement the term Registration Statement shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto (the Execution Time), or, if no filing pursuant to Rule 424(b) under the Securities Act is required, the form of final prospectus relating to the Securities included in the Registration Statement at the effective date of the Registration Statement, is called the Prospectus. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the Companys preliminary prospectus included in the Registration Statement (each a preliminary prospectus), the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (EDGAR). Any reference herein to any preliminary prospectus or the Prospectus or any supplement or amendment to either thereof shall be deemed to refer to and include any documents incorporated by reference therein as of the date of such reference.

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