S-3

As filed with the Securities and Exchange Commission on January 4, 2006

Securities Act File No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

ICOP DIGITAL, INC.

(Exact name of registrant as specified in its charter)

Colorado	3663	84-1493152
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

16801 W. 116th Street

Lenexa, KS 66219

(913) 338-5550

(Address and Telephone Number of Principal Executive Offices and Principal Place of Business)

David C. Owen

16801 W. 116th Street

Lenexa, KS 66219

(913) 338-5550

(Name, Address and Telephone Number of Agent for Service)

Copy to:

Mark A. von Bergen

David C. Wang

Holland & Knight LLP

2300 US Bancorp Tower

111 SW Fifth Avenue

Portland, OR 97204

(503) 243-2300

Approximate Date of Commencement of Proposed Sale to the Public: By the Selling Securityholders as soon as practicable after this registration statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Security(2)	Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, no par value	1,635,231	$6.725		$10,996,928		$1,176.67
Warrants, each to purchase one share of Common Stock	250,250	$1.615		$404,154		$43.24
TOTAL:			$	11,401,082	$	1,219.91

(1) In accordance with Rule 416 promulgated under the Securities Act of 1933, this Registration Statement shall be deemed to cover additional securities to be offered or issued from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the common stock and warrants on December 29, 2005, as reported on the Nasdaq Capital Market.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We have filed a registration statement with the Securities and Exchange Commission relating to this offering. These securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 4, 2006

PROSPECTUS

1,635,231 shares of common stock

250,250 warrants, each to purchase one share of common stock

This prospectus relates to the offer and sale by certain of our stockholders and warrantholders, referred to as “Selling Securityholders,” of up to 1,635,231 shares of our common stock which they own or which they may acquire pursuant to the exercise of warrants; and 250,250 warrants, each to purchase one share of our common stock. We will not receive any proceeds from the sale of these securities. We are registering these securities for resale by the Selling Securityholders, but that does not necessarily mean that they will sell any of the securities.

Our common stock and warrants are currently quoted on the Nasdaq Capital Market and traded on the Pacific Exchange under the symbols “ICOP” and “ICOPW.” On January 3, 2006, the last reported sale prices of our common stock and warrants were $6.60 per share and $1.75 per warrant, respectively.

Investing in these units involves significant risks. See “ Risk Factors” beginning on page 2.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                     , 2006

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	2
FORWARD-LOOKING STATEMENTS	8
USE OF PROCEEDS	9
SELLING SHAREHOLDERS	9
PLAN OF DISTRIBUTION	14
INDEMNIFICATION	15
LEGAL MATTERS	15
EXPERTS	15
WHERE YOU CAN FIND MORE INFORMATION	15
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	16

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. Information contained on our website does not constitute a part of this prospectus. The information in this prospectus may only be accurate as of the date appearing on the cover page of this prospectus, regardless of the time this prospectus is delivered or common stock or warrants are sold.

We own the following trademarks: ICOP^®, ICOP Digital^® and the ICOP Digital design. We are seeking trademark protection for ICOP Model 20/20™, ICOP On Watch™ and The B.O.S.S.™. All other brand names or trademarks appearing in this prospectus are the property of their respective owners.

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PROSPECTUS SUMMARY

This is only a summary and does not contain all the information that may be important to you. You should read the more detailed information contained in this prospectus, including but not limited to, the risk factors beginning on page 3. References to “we,” “us,” “our” or the “Company” mean ICOP Digital, Inc.

Our Company

We design, engineer and market a digital in-car video system—the ICOP Model 20/20—designed for the rugged demands of the law enforcement agencies and other first responder markets such as fire departments and emergency medical units. The product offers what we believe to be superior video and audio recording technology as well as proprietary compression technology that insures the integrity of the recorded information. The ICOP Model 20/20 technology also has applications in other commercial markets where surveillance and communications are critical to the safety of people and the security of property, including public transportation such as trains, buses and airplanes; military and government installations; financial institutions, telecommunications and energy facilities; and transportation centers such as airports, seaports, train stations and bus stations. In the future, we plan to develop and market other innovative surveillance and communications systems for the public and private security market.

Law enforcement has long recognized the value of gathering intelligence and documenting critical events by means of recorded videotape. Video and audio evidence collected by in-car systems has been used successfully in driving under the influence cases, traffic violations, vehicular pursuits, narcotic enforcement actions, assaults on officer incidents, and civil litigation involving law enforcement agencies. Information collected by in-car video systems can also be used to assist agencies in identifying potential threats to homeland security.

Almost all in-car police video systems currently employed, however, rely on outdated analog technology which suffers from inferior video and audio quality, lack of dependability in extreme temperatures, storage and retrieval difficulties and officer safety concerns. The law enforcement industry is transitioning from analog to digital technologies for in-car video, and we believe that we are well-positioned to exploit this market. The ICOP Model 20/20 is priced below other available units, and we believe that it offers features that are superior to its competition, including improved picture and audio quality, efficient and convenient placement in the radio slot in the dashboard, easy storage and retrieval of data, greater assurance of officer safety through strategic placement of the various components and, through our proprietary technology, enhanced security and integrity of the recorded information.

We were formed under the laws of Colorado as Bail Corporation in April 1998 with the purpose of acquiring or merging with a privately owned company. In March 2001, we began to engage in the oil and gas business and changed our name to Vista Exploration Corporation. We leased oil and gas properties in Southeast Kansas to drill for coal bed methane gas, but due to a lack of funding in March 2003, we returned to our original plan of seeking a merger with, or an acquisition of, an operating business that wanted to become a public company. In January 2004, ICOP Digital, Inc., a Nevada corporation (“ICOP Nevada”), merged with and into our wholly owned subsidiary. ICOP Nevada commenced operations in May 2002 for the purpose of engaging in the design, development and marketing of an in-car digital video recorder for use in the law enforcement industry. As a result of the merger, our principal business became that of ICOP Nevada. In November 2004, we changed our name to ICOP Digital, Inc.

Our principal business office is located at 16801 W. 116th Street, Lenexa, Kansas 66219, and our telephone number at that address is (913) 338-5550. Our website address is www.ICOP.com. Information contained in our website or any other website does not constitute part of this prospectus.

This Offering

By means of this prospectus, the Selling Securityholders are offering to sell up to 1,635,231 shares of common stock, including common stock that they may acquire through the exercise of certain warrants, and up to 250,250 warrants, each to purchase one share of common stock. We will not receive any of the proceeds from the sales of shares or warrants by the Selling Securityholders. We will pay for the cost of registering the shares and warrants being offered under this prospectus.

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RISK FACTORS

An investment in our securities involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the cautionary statement that follows this section and the other information included in this prospectus, before purchasing our securities. If one or more of the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the trading price of our securities could fall, causing you to lose some or all of your investment in the securities you purchase. The following is a description of what we consider our key challenges and material risks.

Risks Related to Our Business

We have a history of losses, and we expect to continue to operate at a loss at least for the near term and may never be profitable.

Since the inception of our current business in 2002, we have incurred net losses in every year, including net losses of $537,000 for the year ended December 31, 2002, $4,343,000 for the year ended December 31, 2003, $2,393,000 for the year ended December 31, 2004 and $1,680,000 for the nine months ended September 30, 2005. Although we had working capital of $5,773,000 at September 30, 2005, we have had negative cash flows from operations. As a result of ongoing operating losses, we also had an accumulated deficit of $8,954,000 at September 30, 2005. We have had limited revenues to date. We expect to incur losses for part or all of the first half of 2006 and may never become profitable. We expect that our expenses will increase substantially for the foreseeable future as we seek to expand our product line and sales and distribution network, implement internal systems and infrastructure and comply with the legal, accounting and corporate governance requirements imposed upon public companies. These ongoing financial losses may adversely affect our stock price.

Our limited operating history makes evaluation of our business difficult.

We have a limited operating history and have encountered, and expect to continue to encounter, many of the difficulties and uncertainties often faced by early stage companies. We commenced our current business operations in May 2002 and began delivering our initial product—the ICOP Model 20/20—in December 2004. Accordingly, we have only a limited operating history by which you can evaluate our business and prospects. An investor must consider our business and prospects in light of the risks, uncertainties and difficulties frequently encountered by early stage companies, including limited capital, delays in product development, possible marketing and sales obstacles and delays, inability to gain customer acceptance or to achieve significant distribution of our products to customers, and significant competition. We may not be able to successfully address these risks. If we are unable to address these risks, our business may not grow, our stock price may suffer, and we may be unable to stay in business.

We currently have only one product offering and limited sales, so a failure to generate significant revenues from our current product would negatively impact our business.

We anticipate that sales of the ICOP Model 20/20 will account for all of our revenues for the foreseeable future. Our long-term success will depend, in significant part, on our ability to achieve market acceptance of the ICOP Model 20/20 in the law enforcement and other first responder markets. The failure to do so would have a material adverse effect on our business, financial condition and results of operations.

The ICOP Model 20/20 is technologically complex, and our inability to improve the product and develop new products in the video surveillance market would adversely impact our ability to compete in our market.

To be competitive in our market, we must continually improve and expand our product line. Our success depends on our ability to anticipate advances in digital video technologies, enhance our existing product, and develop and introduce new products and product line extensions to meet customer requirements and achieve market

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acceptance. This involves highly complex processes and will include components for which we have not yet demonstrated technical feasibility. Difficulty in development of new products or improvements to our existing product could delay or prevent the creation and release of such products, which would materially harm our business, operating results, financial condition and future growth. In addition, the introduction by others of new, protected technology could materially affect our ability to compete.

If we are unable to compete in our market, you may lose all or part of your investment.

Our market is highly competitive and highly fragmented. Most major in-car video manufacturers are in the process of developing, or have developed, new products that, like our ICOP Model 20/20, use digital video recording technology. Many of these competitors have significant advantages over us, including greater financial, technical, marketing and manufacturing resources, more extensive distribution channels, larger customer bases and faster response times to adapt new or emerging technologies and changes in customer requirements. As a result, our competitors may develop superior products or beat us to market with products similar to ours. If we are not successful in competing against our current and future competitors, you could lose your entire investment.

We may need to raise additional capital.

We are currently operating at a loss and expect our expenses to continue to increase as we embark on full scale production of our product and expand our geographic presence throughout the United States. To date, we have relied almost exclusively on financing transactions to fund operations. In the future, new sources of capital may not be available to us when we need it or may be available only on terms we would find unacceptable. If such capital is not available on satisfactory terms or is not available at all, we may be unable to continue to fully develop our business, and our operations and financial condition may be materially and adversely affected. Debt financing, if obtained, could increase our expenses and would be required to be repaid regardless of operating results. Equity financing, if obtained, could result in dilution to our existing stockholders.

We depend on third parties to manufacture our product, and those third parties may not perform satisfactorily.

We do not have the resources, facilities or experience to manufacture our product, and therefore depend on third parties for its manufacture. We rely on a Japanese company for the development and exclusive manufacture of our ICOP Model 20/20 and on a Hong Kong company to provide electronic circuit and mechanical design and manufacturing services for a 900 MHz ISM band wireless microphone system used in the ICOP Model 20/20. Our manufacturing strategy presents the following risks:

• we have limited control over the manufacturing processes;

• the manufacturing processes have not been tested in quantities needed for commercial sales;

• delays in scale-up to commercial quantities could delay the commercialization of our products;

• if we have to change to new manufacturers, they would have to be educated in the processes necessary for the production of our products, which could be time consuming;

• our Japanese manufacturer has certain rights related to an important process used in operating the ICOP Model 20/20; if this method were no longer available to us, we would have to redesign the product which could delay production; and

• we may not have intellectual property rights, or may have to share intellectual property rights, to any improvements in the manufacturing processes or new manufacturing processes for our products.

We may lose potential sales because of our inability to fulfill orders on a timely basis.

We use a third-party Japanese manufacturer to produce the ICOP Model 20/20, and they make their production and purchasing decisions based on the information regarding our projected needs that we provide to them. However, many customers will not provide us with forecasts of their requirements for our products. If those customers place significant orders, we may not be able to increase our production quickly enough to fulfill their

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orders. The inability to fulfill orders could damage our relationships with customers and reduce our sales which could have a material adverse effect on the value of your investment.

Our use of manufacturers outside the United States may subject us to a number of risks that could disrupt the supply of our products and adversely impact sales, earnings and customer relationships.

Our ICOP Model 20/20 is manufactured in Japan and the microphone used in its operation is manufactured in Hong Kong. In addition to foreign currency risks, foreign manufacturing will subject us to a number of additional risks, including:

• changes in trade policy and regulatory requirements;

• uncertain economic conditions in the countries in which the manufacturing occurs;

• duties, tariffs and other trade barriers and restrictions;

• foreign collection problems; and

• political and transportation risks.

Any of the above factors could disrupt the supply of products and adversely impact sales, earnings and customer relationships.

Because a significant portion of our expenses are incurred in a foreign currency, our results of operations may be harmed by inflation and currency fluctuations.

We expect to generate our revenues in U.S. dollars, but we incur a significant portion of our expenses in the local currency of Japan, where the exclusive manufacturer of our ICOP Model 20/20 is located. If the rate of inflation of the Japanese yen increases, we may experience an increase in our expenses without a corresponding increase in our revenues. If our manufacturing dollar costs increase, our dollar-measured results of operations would be harmed.

Our operations could be harmed if we are unable to protect ourselves against currency fluctuations in the future. We do not currently enter into currency hedging transactions to decrease the risk of financial exposure fluctuations in the exchange rate of the dollar against the Japanese yen. If we do elect to enter into hedging transactions in the future, the costs of such transactions may be more than any resulting benefit.

Government agency budgetary and political constraints may delay or limit our sales.

Initially, our principal customers for the ICOP Model 20/20 will be state and local police forces that are funded principally by limited local budgets and federal or state grants. These agencies may also experience political pressure that dictates the manner in which they spend money. As a result, even if an agency wants to acquire our products, it may be unable to purchase them due to budgetary or political constraints. Some orders may also be canceled or substantially delayed due to budgetary, political or other scheduling delays that frequently occur in connection with the acquisition of products by such agencies. Any such cancellations or delays would likely adversely affect our financial results which, in turn, could cause our stock price to decline.

We expend significant resources in anticipation of a sale due to our lengthy sales cycle and may receive no revenue in return.

Generally, law enforcement and other agencies that may consider using our product consider a wide range of issues before committing to purchase products such as an in-car video system, including product benefits, training costs, product reliability and budgetary constraints. The length of our sales cycle may range from 60 days to a year or more. We may incur substantial selling costs and expend significant effort in connection with the evaluation of our product by potential customers before they place an order. Initial orders by agencies typically are for a small number of units which are used to evaluate the product. If these potential customers do not purchase our product, we will have expended significant resources and received no revenue in return.

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Customer order estimates may not be indicative of actual future sales.

We expect that some of our customers will provide us with forecasts of their requirements for our products over a period of time. We will make many management decisions based on these customer estimates, including purchasing materials, hiring personnel and other matters that may increase our production capacity and costs. If a customer reduces its orders from prior estimates after we have increased our costs and production capabilities or committed to third-party manufacturers, this reduction may decrease our sales, and we may not be able to reduce our costs to account for this reduction in customer orders. Such increases in costs without increases in sales will likely reduce our profitability and have a material adverse effect on the value of your investment.

If we are unable to protect our proprietary rights, the value of your investment may be materially and adversely affected.

Our failure to protect our proprietary rights could have a material adverse effect on our business, financial condition and results of operation. We cannot assure you that any patents, trademarks or copyrights or our other proprietary rights issued to, licensed or otherwise used by us, will not be challenged, invalidated or circumvented, or that the rights granted thereunder will provide competitive advantages to us. Furthermore, others may be able independently to develop substantially equivalent or superseding proprietary technology and an equivalent product or system may be marketed in competition with our products, thereby substantially reducing the value of our proprietary rights. We also may not be able to protect our proprietary technology from duplication. Many successful technology companies have had their systems and methods of operation duplicated, almost entirely, by competitors. We cannot assure you that a competitor will not attempt to duplicate and improve upon the products that we may develop. Additionally, the prevention or unauthorized use and disclosure of our intellectual property will likely become more difficult as our business grows. We could incur substantial legal costs in defending any patent, trademark, copyright or other infringement claims or in asserting any patent rights, copyrights or other proprietary rights, including those granted by third parties, in a suit with another party. If we are unsuccessful in our efforts to protect our intellectual property and proprietary technology, you could lose all or part of your investment.

Successful infringement claims by third parties could result in substantial damages, lost product sales and the loss of important proprietary rights.

There has been substantial litigation regarding patent and other intellectual property in various high technology industries. In the future, we may be notified of allegations that we may be infringing on intellectual property rights possessed by others. Should litigation be brought against us, such litigation could be extremely expensive and time consuming and could materially adversely affect our business, financial condition and results of operations, regardless of the outcome of the litigation. Such litigation could also result in loss of certain proprietary rights, significant monetary liability and barriers to product manufacturing. Any of these outcomes could materially harm our business and have a material negative impact on the value of your investment.

Pressure by our customers to reduce prices and agree to long-term supply arrangements may adversely affect our net sales or profit margins.

Our potential customers, especially in the law enforcement industry, are often under budgetary pressure and are price sensitive. Our customers may negotiate supply arrangements with us well in advance of delivery dates, thereby requiring us to commit to product prices before we can accurately determine our costs. If this happens, we may have to reduce our third-party manufacturing costs and obtain higher volume orders to offset lower average sales prices. If we are unable to offset lower sales prices by reducing our costs, our gross profit margins will decline. This could have a material negative effect on the value of your investment.

The loss of our key management personnel could result in a material adverse effect on our business.

Our future success depends in large part upon the continued service of key members of our senior management team, including David C. Owen, President/CEO, John C. Garrison, Chief Financial Officer, and Laura E. Owen, Chief Operating Officer, Vice President and Corporate Secretary. We do not maintain any key-person life

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insurance policies. The loss of the services of any of these officers could seriously harm our business and our future prospects.

If we are unable to manage rapid growth effectively, our operating results could be adversely affected.

Our business strategy anticipates rapid growth for the foreseeable future. This growth will place significant strain on our administrative, operational and financial resources and increase demands on our systems and controls. To manage our future growth, we will need to attract, hire and retain highly skilled and motivated officers and employees and improve existing systems and/or implement new systems for information processing, operational and financial management and training, integrating and managing our growing employee base. If we are unable to manage growth effectively, our operating results could be adversely affected.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, investors could lose confidence in our financial reporting, which would harm our business and the trading price of our securities.

In connection with the preparation of our Annual Report on Form 10-KSB for the year ended December 31, 2004 and our Quarterly Report on Form 10-QSB for the three months ended March 31, 2005, our management concluded that as of December 31, 2004 and as of March 31, 2005, our disclosures and procedures were not effective. We restated our previously issued financial statements contained in the Form 10-KSB and the Form 10-QSB. We plan to continue to review and make necessary changes to the overall design of our control environment, including the roles and responsibilities of each functional group within the organization and reporting structure, as well as policies and procedures to improve the overall internal control over financial reporting.

Effective internal controls are necessary for us to provide reliable financial reports and to prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our brand and operating results could be harmed. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could negatively affect the trading price of our stock.

Digital video has yet to be widely accepted as admissible scientific evidence in court.

Videos from analog mobile in-car video systems have long been accepted by the courts as reliable scientific evidence. However, because of its very recent introduction, digital video systems, in general, and the ICOP Model 20/20, in particular, have not undergone the rigorous scientific testing that courts may demand before recognizing their reliability. If video files from digital in-car video units are not admissible in court, law enforcement agencies are not likely to purchase the product.

Defects in our products could impair our ability to sell our products or could result in litigation and other significant costs.

Detection of any significant defects in our products may result in, among other things, delay in time-to-market, loss of market acceptance and sales of our products, diversion of development resources, injury to our reputation, or increased warranty costs. Because our products are complex, they may contain defects that cannot be detected prior to shipment. These defects could harm our reputation and impair our ability to sell our products. The costs we may incur in correcting any product defects may be substantial and could decrease our profit margins. Additionally, errors, defects or other performance problems could result in financial or other damages to our customers, which could result in litigation. Product liability litigation, even if we prevail, would be time consuming and costly to defend. Our product liability insurance may not be adequate to cover claims.

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Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control. For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly and annual expenses as a percentage of our revenues may be significantly different from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of the risk factors listed in this “Risk Factors” section, as well as others including general economic conditions, political events such as war, threat of war and terrorist actions, and natural disasters, may adversely affect our operating results.

Risks Related to Investment in Our Securities

Insiders will continue to have substantial control over our company after the shares covered by this prospectus are sold, which could limit the ability of our other stockholders to influence the outcome of key transactions, including a change in control, and could result in the approval of transactions that would be adverse to their interests.

Our principal stockholders, directors and executive officers and entities affiliated with them will beneficially own approximately 7.5% of the outstanding shares of our common stock if and immediately after all of the shares covered by this prospectus are sold. As a result, these stockholders, if they were to act together, would be able to significantly influence matters requiring approval by our stockholders. They may also have interests that differ from our remaining stockholders and may vote in a manner that would be adverse to the interests of the other stockholders. The concentration of ownership could have the effect of delaying, preventing or deterring a change in control of our company, depriving our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and affecting the market price of our common stock.

The warrants may be redeemed on short notice, which may have an adverse effect on their price.

We may redeem the warrants for $0.25 per warrant on 30 days prior written notice at any time after our accumulated gross revenue, as reviewed by our independent auditors, exceeds $15 million. If we give notice of redemption, holders of our warrants will be forced to sell or exercise the warrants they hold or accept the redemption price. The notice of redemption could come at a time when it may not be advisable or possible for holders of our warrants to sell or exercise the warrants they hold.

If we do not maintain an effective registration statement or comply with applicable state securities laws, our warrantholders may not be able to exercise the warrants.

For the holders of our warrants to be able to exercise their warrants, the shares of our common stock to be issued upon exercise of those warrants must be covered by an effective and current registration statement and qualify or be exempt under the securities laws of the state or other jurisdiction in which the warrantholders live. We can give no assurance that we will be able to continue to maintain a current registration statement relating to the shares of our common stock underlying the warrants or that an exemption from registration or qualification will be available throughout their term. This may have an adverse effect on demand for the warrants and the prices that can be obtained from reselling them.

While the warrants are outstanding, it may be more difficult to raise additional equity capital.

While the warrants are outstanding, we may find it more difficult to raise additional equity capital. Also, when these warrants are likely to be exercised, we may be able to obtain additional equity capital on more favorable terms from other sources.

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Future sales or the potential for sale of a substantial number of shares of our common stock could cause the trading price of our common stock and warrants to decline and could impair our ability to raise capital through subsequent equity offerings.

Sales of a substantial number of shares of our common stock in the public markets, or the perception that these sales may occur, could cause the market price of our stock to decline and could materially impair our ability to raise capital through the sale of additional equity securities. This prospectus covers the resale of shares and warrants that previously were restricted. As a result, the number of our securities eligible to be immediately sold in the market will increase significantly upon the effectiveness of this registration statement. If the Selling Securityholders sell significant amounts of our common stock or warrants, or if there is a perception that such sales will be effected, the prices of those securities could drop.

FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. In some cases, you may identify forward-looking statements by words such as “may,” “should,” “plan,” “intend,” “potential,” “continue,” “believe,” “expect,” “predict,” “anticipate” and “estimate,” the negative of these words or other comparable words. These statements are only predictions. You should not place undue reliance on these forward-looking statements. The forward-looking statements are qualified by their terms and/or important factors, many of which are outside our control, involve a number of risks, uncertainties and other factors, that could cause actual results and events to differ materially from the statements made. Such factors include, among other things, those listed under “Risk Factors” and described elsewhere in this prospectus and the following:

• the ICOP Model 20/20 not being accepted by the law enforcement industry;

• difficulty meeting demand for in-car video technologies at a cost that results in a profit;

• our ability to improve our products and to develop other products necessary to compete in the industry;

• our ability to bring future products to market;

• the ICOP Model 20/20 being replaced by more advanced technologies and thereby becoming obsolete;

• the limited number of product offerings;

• budget cuts in the law enforcement industry affecting purchasing levels;

• our lack of profitability and operating history;

• our limited ability to control interruptions in production by the outside manufacturer of the ICOP Model 20/20;

• successful infringement claims and our ability to protect proprietary rights;

• a highly competitive and fragmented market;

• loss of key management personnel;

• our ability to manage rapid growth;

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• criminal procedure court rulings regarding right to privacy;

• general economic and business conditions in the United States; and

• defects in products could result in litigation and other significant costs.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, including those events and factors described in “Risk Factors,” not all of which are known to us. Neither we nor any other person assumes responsibility for the accuracy or completeness of these statements. We will update this prospectus only to the extent required under applicable securities laws. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.

USE OF PROCEEDS

The Selling Securityholders will receive all of the proceeds from the sale of the common stock and warrants offered by this prospectus. We will not receive any of the proceeds from the sale of the common stock and warrants offered by the Selling Securityholders under this prospectus, but we have agreed to pay the expenses of preparing this prospectus and the related registration statement.

SELLING SHAREHOLDERS

The Selling Securityholders may from time to time offer and sell pursuant to this prospectus up to an aggregate of 1,635,231 shares of our common stock and 250,250 warrants. The Selling Securityholders acquired the shares and warrants from the company as follows:

Private Placement. In December 2005, we completed a private placement of 650,000 shares of common stock and 227,500 warrants, each to purchase one share of common stock, to certain investors for an aggregate purchase price of $3,848,000, or $5.92 per one share and 0.35 warrants. We also issued a warrant to the placement agent that assisted us in the transaction. That warrant permits the placement agent to purchase up to 65,000 shares of common stock and 22,750 warrants, each identical to the shares and warrants sold to investors in the private placement. The placement agent also received a cash commission equal to 8% of the gross proceeds raised. We agreed to prepare and file, at our expense, within 30 days of the closing of the private placement, a registration statement with the Securities and Exchange covering the resale of these securities. We are registering the shares, warrants and shares underlying the warrants (including the shares and warrants to be issued upon exercise of the placement agent’s warrant) in this registration statement.

Series A Preferred Warrants. A total of 199,999 warrants were issued to former holders of our Series A Preferred Stock. Each warrant allows the holder thereof to purchase one share of common stock for $18.00 per share, subject to certain adjustments. We are registering the shares underlying these warrants in this registration statement.

Bridge Warrants. In March 2005, we completed a $2.2 million bridge loan from lenders to help us meet our working capital needs. In connection with these bridge loans, we issued warrants (“Bridge Warrants”) to the noteholders to purchase up to 399,982 shares of common stock at an exercise price of $4.125 per share. The Bridge Warrants expire on January 31, 2010. We are registering the shares underlying these warrants in this registration statement.

Consultants’ Warrants. In March 2005, we issued a warrant to a consultant to purchase up to 5,000 shares of common stock for $10.00 per share, subject to some adjustments. The warrant expires in September 2006. In September 2005, we issued a warrant to a consultant to purchase up to 25,000 shares of common stock for $7.50 per share, subject to some adjustments. The warrant expires in 2008. In November 2005, we issued a warrant to Lou Anemone, a member of our Advisory Board, to purchase up to 25,000 shares of common stock for $7.50 per share,

9

subject to some adjustments. The warrant expires in November 2010. We are registering the shares underlying these warrants in this registration statement.

Independent Directors’ Warrants. In December 2005, we issued a warrant to each of our independent directors L. Derrick Ashcroft, Noel Koch and Roger Mason to purchase up to 5,000 shares of common stock for $6.535 per share, subject to certain adjustments, in consideration for his service on the Audit Committee of our Board. The warrants expire in December 2009. We are registering the shares underlying these warrants in this registration statement.

The following table lists the Selling Securityholders and information regarding their ownership of our common stock and warrants as of December 31, 2005:

Shares

Selling Securityholder	Number of Shares of Common Stock Owned Before the Offering (1)	Number of Shares to be Offered (2)	Number of Shares of Common Stock Owned After the Offering (1)	Percentage of Outstanding Shares of Common Stock Owned After the Offering (3)
1st Trust & Company FBO James Pizzo IRA	5,600	2,800	2,800	*
Allison Rosenbloom	6,750	6,750	0	*
Charles H. Campbell & Susan M. Campbell	9,150	6,750	2,400	*
Daniel S. Kaplan	10,125	10,125	0	*
Daniel Simchock	8,750	6,750	2,000	*
David A. & Sandra F. Rapaport	4,545	4,545	0	*
David Herskovits	3,636	3,636	0	*
David Mankoff	6,750	6,750	0	*
Delbert LaFace	67,500	67,500	0	*
Diana Budzanoski	1,818	1,818	0	*
Dolphin Direct Equity Partners, LP	213,331	106,667	106,664	1.7	%
Donald Hyams	8,000	4,000	4,000	*
Dr. Lynn A. Wiens and Ann H. Wiens	28,181	18,181	10,000	*
Elite Financial Communications Group, LLC	25,000	25,000	0	*
Erik and Candice Stone	17,500	13,500	4,000	*
Eymann & Eymann Investments, LLC	18,181	18,181	0	*
Fred A. Brasch	2,727	2,727	0	*
Gary E. Bryant	4,545	4,545	0	*
Generation Capital Associates	162,954	162,954	0	*
Gerald Kaplan, MD	4,545	4,545	0	*
Gerald Leeseberg	9,090	9,090	0	*
Glacier Partners	91,125	91,125	0	*
Glenbrook Capital L.P.	31,681	31,681	0	*
H.B. Gianos	40,500	40,500	0	*
Howard Commander	11,818	11,818	0	*
Investor Awareness, Inc.	5,000	5,000	0	*
Irwin Geduld Revocable Trust UAD 6/11/02	43,625	23,625	20,000	*
J.W. Focus Growth Fund	13,500	13,500	0	*
Jacob W. Doft	8,000	4,000	4,000	*

10

Selling Securityholder	Number of Shares of Common Stock Owned Before the Offering (1)	Number of Shares to be Offered (2)	Number of Shares of Common Stock Owned After the Offering (1)	Percentage of Outstanding Shares of Common Stock Owned After the Offering (3)
James J. O’Dell	18,181	18,181	0		*
Jean Bassin	4,545	4,545	0		*
Jeffrey D. White	5,375	3,375	2,000		*
Jeffrey Schnipper	13,500	13,500	0		*
Kenneth Zadeck	1,818	1,818	0		*
Kuekenhof Equity Fund, L.P.	120,000	67,500	52,500		*
L. Derrick Ashcroft(4)	5,000	5,000	0		*
Lea Adar	3,636	3,636	0		*
Lincoln Partners Group, LLC	13,334	6,667	6,667		*
Linda Lee Reece	78,200	54,000	24,200		*
Lior Bregman	23,400	20,000	3,400		*
Lou Anemone	25,000	25,000	0		*
Mary L. Hart	14,545	14,545	0		*
Morton L. Topfer	127,500	67,500	60,000		*
Noel Koch(4)	5,000	5,000	0		*
One Walton Place LLC	3,636	3,636	0		*
Orrie Lee Tawes	136,953	59,161	77,792		1.2%
Patrick W. Smith	18,181	18,181	0		*
Peter Ducoffe	9,090	9,090	0		*
Peter S. Rawlings	14,400	7,200	7,200		*
Phillips W. Smith Family Trust	18,181	18,181	0		*
Professional Traders Fund, LLC	41,806	41,806	0		*
Pudding Hill Partners	9,600	4,800	4,800		*
Richard M. Wexler	3,636	3,636	0		*
Richard Melnick	121,000	81,000	40,000		*
Robert Easton	13,500	13,500	0		*
Robert Komuves	13,750	6,750	7,000		*
Rodney P. Homen	15,750	6,750	9,000		*
Roger Mason(4)	5,000	5,000	0		*
Ronald J. Berk	5,909	5,909	0		*
Royal Miles Corp	6,667	6,667	0		*
SCG Capital, LLC	23,625	23,625	0		*
Schottenfeld Qualified Associates, L.P.	67,500	67,500	0		*
Scott W. Ryan	4,636	3,636	1,000		*
Sensus LLC	30,600	8,800	21,800		*
Sidney Strickland	4,636	3,636	1,000		*
Stephan H. Kim and Sumi Lee Kim JTWROS	19,200	5,600	13,600		*
Stephen W. Garber and Marianne D. Garber, JTWROS	7,272	7,272	0		*
Stephen W. McCool	13,500	13,500	0		*
The Hart Organization Corp	2,272	2,272	0		*
Theodore Maciejewski	6,750	6,750	0		*
Tim R. Underwood	9,090	9,090	0		*
Timothy McEneny	6,750	6,750	0		*
Van Hart	7,272	7,272	0		*
Wall Street Capital Partners, L.P.	44,250	20,250	24,000		*

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Selling Securityholder	Number of Shares of Common Stock Owned Before the Offering (1)	Number of Shares to be Offered (2)		Number of Shares of Common Stock Owned After the Offering (1)	Percentage of Outstanding Shares of Common Stock Owned After the Offering (3)
Weiner Family Investment, LLC	18,181	18,181		0		*
WHI Technology Fund, LLC	33,750	33,750		0		*
Paulson Investment Company, Inc.(6)	665,402.45	34,002.45	(5)	631,400	9.8	%
Chester Paulson(7)	126,684.80	4,384.80	(5)	122,300	1.9	%
Trent Davis	1,687.50	1,687.50	(5)	0		*
Barbara James	2,014.20	2,014.20	(5)	0		*
Erick Paulson	789.75	789.75	(5)	0		*
Lorraine Maxfield	1,975.05	1,975.05	(5)	0		*
Chris Schreiber	13,365	13,365	(5)	0		*
Mike Maxfield	877.50	877.50	(5)	0		*
John Paulson	877.50	877.50	(5)	0		*
Nick Bales	438.75	438.75	(5)	0		*
Scott Weber	12,487.50	12,487.50	(5)	0		*
Jacqueline Paulson(7)	126,684.80	4,384.80	(5)	122,300	1.9	%
Stephanie Phillips	7,425	7,425	(5)	0		*
Eric Davidson	2,025	2,025	(5)	0		*
Carlos Araguas	1,350	1,350	(5)	0		*
Tim McEneny	1,350	1,350	(5)	0		*
Charles Campbell	1,012.50	1,012.50	(5)	0		*
Omar Baksh	675	675	(5)	0		*
Mike Pelkey	675	675	(5)	0		*
Steve Xanthacos	337.50	337.50	(5)	0		*

* Less than 1%

⁽¹⁾ Assumes exercise of all warrants described above and includes shares currently traded or quoted on the Nasdaq Capital Market and Pacific Exchange under the symbol “ICOP.”

⁽²⁾ Includes shares described above and shares underlying warrants described above.

⁽³⁾ Assumes 6,463,443 shares of common stock outstanding after this offering if all of the warrants described above are exercised and all the shares being offered hereunder are sold.

⁽⁴⁾ Member of the Board of Directors.

⁽⁵⁾ To be received upon exercise of a purchase warrant. The Selling Securityholder holding these securities is a director, officer, employee, affiliate, partner or associated party of Paulson Investment Company, Inc.

⁽⁶⁾ In addition to the securities being registered herein, Paulson Investment Company, Inc. holds: (i) 631,400 shares of common stock; (ii) warrants to purchase up to 396,400 shares of common stock; and (iii) a warrant to purchase up to 204,100 shares of common stock and 204,100 warrants, each to purchase one share of common stock.

⁽⁷⁾ Includes securities held by Chester Paulson, Jacqueline Paulson and Paulson Family LLC, who collectively own, in addition to the securities registered herein: (i) 122,300 shares of common stock; (ii) warrants to purchase up to 100,000 shares of common stock; and (iii) a warrant to purchase up to 16,380 shares of common stock and 16,380 warrants, each to purchase one share of common stock.

Warrants

Selling Securityholder	Number of Warrants Owned Before the Offering (A)	Number of Warrants to be Offered (B)	Number of Warrants Owned After the Offering (C)	Percentage of Outstanding Warrants Owned After the Offering (D)
H.B. Gianos	10,500	10,500	0		*
Jeffrey Schnipper	3,500	3,500	0		*
David Mankoff	1,750	1,750	0		*

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Selling Securityholder	Number of Warrants Owned Before the Offering (A)		Number of Warrants to be Offered (B)		Number of Warrants Owned After the Offering (C)	Percentage of Outstanding Warrants Owned After the Offering (D)
Linda Lee Reece	38,200		14,000		24,200		*
Irwin Geduld Revocable Trust UAD 6/11/02	26,125		6,125		20,000		*
Professional Traders Fund, LLC	6,125		6,125		0		*
Erik and Candice Stone	7,500		3,500		4,000		*
Jeffrey D. White	2,875		875		2,000		*
Daniel Simchock	3,750		1,750		2,000		*
Theodore Maciejewski	1,750		1,750		0		*
Stephen W. McCool	3,500		3,500		0		*
Daniel S. Kaplan	2,625		2,625		0		*
Rodney P. Homen	10,750		1,750		9,000		*
SCG Capital, LLC	6,125		6,125		0		*
Glacier Partners	23,625		23,625		0		*
Robert Komuves	8,750		1,750		7,000		*
Richard Melnick	61,000		21,000		40,000	1.2	%
Delbert LaFace	17,500		17,500		0		*
Wall Street Capital Partners, L.P.	29,250		5,250		24,000		*
Schottenfeld Qualified Associates, L.P.	17,500		17,500		0		*
J.W. Focus Growth Fund	3,500		3,500		0		*
WHI Technology Fund, LLC	8,750		8,750		0		*
Kuekenhof Equity Fund, L.P.	17,500		17,500		0		*
Morton L. Topfer	77,500		17,500		60,000	1.9	%
Allison Rosenbloom	1,750		1,750		0		*
Timothy McEneny	3,750		1,750		2,000		*
Robert Easton	3,500		3,500		0		*
Generation Capital Associates	17,500		17,500		0		*
Glenbrook Capital L.P.	3,500		3,500		0		*
Charles H. Campbell & Susan M. Campbell	4,150		1,750		2,400		*
Paulson Investment Company, Inc.(F)	405,215.45	(E)	8,815.45	(E)	396,400	12.2	%
Chester Paulson(G)	101,136.80	(E)	1,136.80	(E)	100,000	3.1	%
Trent Davis	437.50	(E)	437.50	(E)	0		*
Barbara James	522.20	(E)	522.20	(E)	0		*
Erick Paulson	204.75	(E)	204.75	(E)	0		*
Lorraine Maxfield	512.05	(E)	512.05	(E)	0		*
Chris Schreiber	3,465	(E)	3,465	(E)	0		*
Mike Maxfield	227.50	(E)	227.50	(E)	0		*
John Paulson	227.50	(E)	227.50	(E)	0		*
Nick Bales	113.75	(E)	113.75	(E)	0		*
Scott Weber	3,237.50	(E)	3,237.50	(E)	0		*
Jacqueline Paulson(G)	101,136.80	(E)	1,136.80	(E)	100,000	3.1	%
Stephanie Phillips	1,925	(E)	1,925	(E)	0		*
Eric Davidson	525	(E)	525	(E)	0		*
Carlos Araguas	350	(E)	350	(E)	0		*
Tim McEneny	350	(E)	350	(E)	0		*
Charles Campbell	262.50	(E)	262.50	(E)	0		*
Omar Baksh	175	(E)	175	(E)	0		*

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Selling Securityholder	Number of Warrants Owned Before the Offering (A)		Number of Warrants to be Offered (B)		Number of Warrants Owned After the Offering (C)	Percentage of Outstanding Warrants Owned After the Offering (D)
Mike Pelkey	175	(E)	175	(E)	0		*
Steve Xanthacos	87.50	(E)	87.50	(E)	0		*

* Less than 1%

^(A) Includes warrants issued in the December 2005 private placement and any warrants currently traded or quoted on the Nasdaq Capital Market and Pacific Exchange under the symbol “ICOPW.”

^(B) Includes warrants issued in the December 2005 private placement.

^(C) Includes warrants currently traded or quoted on the Nasdaq Capital Market and Pacific Exchange under the symbol “ICOPW.”

^(D) Assumes 3,240,250 warrants outstanding after this offering.

^(E) To be received upon exercise of a purchase warrant. The Selling Securityholder holding these securities is a director, officer, employee, affiliate, partner or associated party of Paulson Investment Company, Inc.

^(F) In addition to the securities being registered herein, Paulson Investment Company, Inc. holds: (i) 631,400 shares of common stock; (ii) warrants to purchase up to 396,400 shares of common stock; and (iii) a warrant to purchase up to 204,100 shares of common stock and 204,100 warrants, each to purchase one share of common stock.

^(G) Includes securities held by Chester Paulson, Jacqueline Paulson and Paulson Family LLC, who collectively own, in addition to the securities registered herein: (i) 122,300 shares of common stock; (ii) warrants to purchase up to 16,380 shares of common stock and 16,380 warrants, each to purchase one share of common stock.

PLAN OF DISTRIBUTION

The Selling Securityholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares or warrants on any stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. It is possible that the increase in shares and warrants on the market will have a negative effect on the resale price of our securities and may make it difficult for purchasers to resell the securities at a profit or at all.

The Selling Securityholders also may sell shares or warrants under Rule 144 under the Securities Act, if available, rather than under this prospectus. The Selling Stockholders may engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities, and may sell or deliver shares or warrants in connection with these trades. The Selling Securityholders may pledge their shares or warrants to their brokers under the margin provisions of customer agreements. If a Selling Stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares or warrants.

Broker-dealers engaged by the Selling Securityholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from either the Selling Securityholders or, if any broker-dealer acts as agent for the purchaser, from the purchaser, in amounts to be negotiated. It is not expected that these commissions and discounts would exceed what is customary in the types of transactions involved.

The Selling Securityholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with those sales. In that event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required, or have elected, to pay all fees and expenses incident to the registration of the shares and warrants being registered herein. We are not required to pay commissions and other selling expenses. We have agreed to indemnify certain of the Selling Securityholders against losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact necessary to make the statements therein not misleading.

14

INDEMNIFICATION

Our bylaws provide that, in the event a director, officer or employee is made a party or threatened to be made a party by reason of his service as a director, officer or employee of the Company (or by reason of his service as a director, officer, employee or agent of another entity at the request of the Company), then we shall indemnify that individual against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and, in the case of conduct in his official capacity, in a manner he reasonably believed to be in the best interests of the Company or, in all other cases, in a manner that was at least not opposed to the Company’s best interests. Notwithstanding the foregoing, no indemnification shall be made if the person is adjudged to be liable to the Company, or if he is adjudged liable on the basis that he derived an improper personal benefit. Under certain circumstances, we may pay expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding in advance to the final disposition of the matter. Furthermore, our Articles of Incorporation, as amended, provide for indemnification of our directors, officers, agents, fiduciaries and employees against any claim, liability or expense arising against or incurred by such person because he is or was a director, officer, fiduciary, or employee of the Company (or because he served as a director, officer, employee, partner, trustee or agent of another entity at the request of the Company) to the maximum extent permitted under Colorado law. Colorado law generally permits a corporation to provide indemnification if the individual: (i) the person acted in good faith; and (ii) the person reasonably believed that, in the case of conduct in an official capacity, such conduct was in the corporation’s best interests and, in all other cases, that such conduct was at least not opposed to the corporation’s best interests. In a criminal proceeding, the person must have had no reasonable cause to believe the person’s conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

LEGAL MATTERS

The validity of the shares of common stock and warrants offered by this prospectus will be passed on for us by Holland & Knight LLP.

EXPERTS

Our financial statements for the year ended December 31, 2004 have been audited by Cordovano & Honeck LLP, independent certified public accountants, to the extent and for the periods set forth in their report, and are incorporated here by reference in reliance upon such report given upon the authority of them as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement (which term includes all amendments, exhibits, and schedules thereto) on Form S-3 under the Securities Act with respect to the shares offered by this prospectus. This prospectus does not contain all the information set forth in the registration statement because certain information has been incorporated into the registration statement by reference in accordance with the rules and regulations of the Securities and Exchange Commission. Please review the documents incorporated by reference for a more complete description of the matters to which such documents relate.

We are subject to the informational reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with the Exchange Act, we file reports, proxy statements, and other information with the Securities and Exchange Commission. You can inspect and copy these reports, proxy statements, and other information at the Public Reference Room of the Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the Securities and Exchange Commission at 1-800-SEC-0330

15

for further information on the operation of the public reference rooms. Our Securities and Exchange Commission filings are also available on the Securities and Exchange Commission’s web site. The address of this site is http://www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Securities and Exchange Commission allows us to “incorporate by reference” the information we file with them, which means: incorporated documents are considered part of this prospectus; we can disclose important information to you by referring to those documents; and information we file with the Securities and Exchange Commission will automatically update and supersede this incorporated information.

We incorporate by reference the documents listed below, which we filed with the Securities and Exchange Commission under the Exchange Act:

• Our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 and the amendments thereto;

• Our Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005 and the amendments thereto;

• Our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005;

• Our Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005;

• Our Current Reports on Form 8-K as filed with the Securities and Exchange Commission on January 14, 2005, March 2, 2005, March 8, 2005, March 16, 2005, April 12, 2005, June 30, 2005, July 1, 2005, August 11, 2005, August 25, 2005, November 1, 2005 and December 9, 2005;

• Our Proxy Statement filed with the Securities and Exchange Commission July 12, 2005;

• The description of our common stock and warrants contained in our Form 8-A filed with the Securities and Exchange Commission on July 6, 2005; and

• Any documents filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of the offering made under this prospectus.

All documents that we file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered under this prospectus have been sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such documents.

Any statement contained in a document that we incorporate by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus (or in any other document that is subsequently filed with the Securities and Exchange Commission and incorporated by reference) modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded.

16

Upon written or oral request, we will provide any person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all materials incorporated by reference but not delivered with this prospectus. Delivery will be at no cost to the requester. Requests should be directed to:

ICOP Digital, Inc.

16801 W. 116th Street

Lenexa, Kansas 66219

(913) 338-5550

Attention: Laura E. Owen, Corporate Secretary

17

1,635,231 SHARES OF COMMON STOCK

250,250 WARRANTS

ICOP DIGITAL, INC.

January     , 2006

18

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission filing fee	$	1,220
Nasdaq Capital Market listing fee		45,000
Pacific Exchange listing fee		3,040
Accounting fees and expenses		5,000
Legal fees and expenses		30,000
Transfer Agent fees		5,000
Miscellaneous		35,740
Total expenses	$	125,000

All of the above fees and expenses will be paid by the Registrant. Other than the Securities and Exchange Commission filing fee, all fees and expenses are estimated.

Item 15. Indemnification of Directors and Officers.

Our bylaws provide that, in the event a director, officer or employee is made a party or threatened to be made a party by reason of his service as a director, officer or employee of the Company (or by reason of his service as a director, officer, employee or agent of another entity at the request of the Company), then we shall indemnify that individual against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and, in the case of conduct in his official capacity, in a manner he reasonably believed to be in the best interests of the Company or, in all other cases, in a manner that was at least not opposed to the Company’s best interests. Notwithstanding the foregoing, no indemnification shall be made if the person is adjudged to be liable to the Company, or if he is adjudged liable on the basis that he derived an improper personal benefit. Under certain circumstances, we may pay expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding in advance to the final disposition of the matter. Furthermore, our Articles of Incorporation, as amended, provide for indemnification of our directors, officers, agents, fiduciaries and employees against any claim, liability or expense arising against or incurred by such person because he is or was a director, officer, fiduciary, or employee of the Company (or because he served as a director, officer, employee, partner, trustee or agent of another entity at the request of the Company) to the maximum extent permitted under Colorado law. Colorado law generally permits a corporation to provide indemnification if the individual: (i) the person acted in good faith; and (ii) the person reasonably believed that, in the case of conduct in an official capacity, such conduct was in the corporation’s best interests and, in all other cases, that such conduct was at least not opposed to the corporation’s best interests. In a criminal proceeding, the person must have had no reasonable cause to believe the person’s conduct was unlawful.

Item 16. Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (“Securities Act”);

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(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions set forth or described in Item 15 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lenexa, and State of Kansas, on January 4, 2006.

ICOP Digital, Inc.
By:	/s/    DAVID C. OWEN
	David C. Owen, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

POWER OF ATTORNEY

We, the undersigned directors and officers of ICOP Digital, Inc., do hereby constitute and appoint David C. Owen and John C. Garrison or either of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, or any related registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    CHARLES A. ROSS, SR.         Charles A. Ross, Sr.	Director	January 4, 2006
/s/    DAVID C. OWEN         David C. Owen	Director (Principal Executive Officer)	January 4, 2006
/s/    ROGER L. MASON         Roger L. Mason	Director	January 4, 2006
/s/    JOHN C. GARRISON         John C. Garrison	Chief Financial Officer (Principal Accounting and Financial Officer)	January 4, 2006
/s/    L. DERRICK ASHCROFT         L. Derrick Ashcroft	Director	January 4, 2006
/s/    NOEL KOCH         Noel Koch	Director	January 4, 2006

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Form of common stock certificate (incorporated by reference to the Form SB-2/A registration statement filed July 6, 2005).
4.2	Form of warrant (included in Exhibit 4.3).
4.3	Form of Warrant Agreement between the Registrant and Computershare Trust Company, Inc., dated as of December 8, 2005.
4.4	Form of Purchase Warrant to placement agent.
4.5	Form of Stock Subscription and Purchase Agreement for Series A Preferred Stock and Series A Preferred Warrants (incorporated by reference to the Form SB-2/A registration statement filed July 6, 2005).
4.6	Form of Warrant associated with $2.2 million bridge loan (incorporated by reference to the Form SB-2 registration statement filed April 4, 2005).
4.7	Form of Warrant issued to Investor Awareness, Inc. (incorporated by reference to the Form SB-2/A registration statement filed July 6, 2005).
4.8	Form of Warrant issued to Elite Financial Communications Group, LLC.
4.9	Form of Warrant issued to Lou Anemone.
4.10	Form of Warrant issued to independent directors.
4.11	Form of Securities Purchase Agreement, Amendment No. 1 to Securities Purchase Agreement and Registration Rights Agreement (incorporated by reference to the Form 8-K current report filed December 9, 2005).
4.12	Articles of Incorporation (incorporated by reference to Exhibit 2.1 of the Registration Statement on Form 10 filed with the Commission on September 13, 1999).
4.13	First Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 8-K filed August 16, 2001).
4.14	Second Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 8-K filed August 26, 2002).
4.15	Third Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.4 of the Form SB-2 registration statement filed April 4, 2005).
4.16	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 99.2 of the Form 8-K current report filed July 1, 2005).
5.1	Opinion of Holland & Knight LLP.
23.1	Consent of Cordovano and Honeck LLP.
23.2	Consent of Holland & Knight LLP (included in Exhibit 5.1).
24.1	Power of Attorney (reference is made to the signature page of the initial filing of this Registration Statement).

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EX-4.3

Exhibit 4.3

EXECUTION COPY

WARRANT AGREEMENT

BETWEEN

ICOP DIGITAL, INC.

AND

COMPUTERSHARE TRUST COMPANY, INC.

DATED AS OF DECEMBER 8, 2005

This Agreement, dated as of December 8, 2005, is between ICOP Digital, Inc., a Colorado corporation (the “Company”), and Computershare Trust Company, Inc., a Colorado corporation (the “Warrant Agent”).

The Company, at or about the time that it is entering into this Agreement, proposes to issue and sell to private investors up to 650,000 shares of the Company’s common stock, no par value per share, and up to 227,500 redeemable warrants, each to purchase one share of the Company’s common stock.

The Company also proposes to issue to Paulson Investment Company, Inc. (the “Placement Agent”) warrants to purchase up to 65,000 additional shares and 22,750 additional warrants.

The Company wishes to retain the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange and replacement of the certificates evidencing the Warrants to be issued under this Agreement (the “Warrant Certificates”) and the exercise of the Warrants;

The Company and the Warrant Agent wish to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights of the holders thereof (“Warrantholders”) and to set forth the respective rights and obligations of the Company and the Warrant Agent. Each Warrantholder is an intended beneficiary of this Agreement with respect to the rights of Warrantholders herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1. Appointment of Warrant Agent

The Company appoints the Warrant Agent to act as agent for the Company in accordance with the instructions in this Agreement and the Warrant Agent accepts such appointment.

SECTION 2. Date, Denomination and Execution of Warrant Certificates

The “Warrant Certificates” (and the Form of Election to Purchase and the Form of Assignment to be printed on the reverse thereof) shall be in registered form only and shall be substantially of the tenor and purport recited in EXHIBIT A, and may have such letters, numbers or other marks of identification or designation and such legends, summaries or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, or with any rule or regulation made pursuant thereto, or with any rule or regulation of any stock exchange on which the common stock of the Company, no par value (“Common Stock”), or the Warrants may be listed or any automated quotation system, or to conform to usage. Each Warrant Certificate shall entitle the registered holder thereof, subject to the provisions of this Agreement and of the Warrant Certificate, to purchase, on or before the close of business on July 8, 2010 (the “Expiration Date”), one fully paid and non-assessable share of Common Stock for

each Warrant evidenced by such Warrant Certificate for $6.19. The exercise price of the Warrants (the “Exercise Price”) is subject to adjustments as provided in Section 6 hereof. Each Warrant Certificate issued as described in the recitals, above, shall be dated December 8, 2005; each other Warrant Certificate shall be dated the date on which the Warrant Agent receives valid issuance instructions from the Company or a transferring holder of a Warrant Certificate or, if such instructions specify another date, such other date.

For purposes of this Agreement, the term “close of business” on any given date shall mean 5:00 p.m., Eastern time, on such date; provided, however, that if such date is not a business day, it shall mean 5:00 p.m., Eastern time, on the next succeeding business day. For purposes of this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday, or a day on which the New York Stock Exchange (or banking institutions in the state in which the Warrant Agent maintains the principal office in which it conducts business related to the Warrants) are authorized or obligated by law to be closed.

Each Warrant Certificate shall be executed on behalf of the Company by its Chairperson of the Board of Directors or Vice Chairperson of the Board of Directors, or its President or a Vice President, and by its Treasurer or an Assistant Treasurer, or its Secretary or an Assistant Secretary, either manually or by facsimile signature printed thereon, and have affixed thereto the Company’s seal or a facsimile thereof. Each Warrant Certificate shall be manually or by facsimile signature printed thereon countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any Warrant Certificate shall cease to be such officer of the Company before countersignature by the Warrant Agent and issue and delivery thereof by the Company, such Warrant Certificate, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company.

Each Warrant Certificate shall bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

SECTION 3. Subsequent Issue of Warrant Certificates

Subsequent to their original issuance, no Warrant Certificates shall be reissued except: (i) Warrant Certificates issued upon transfer thereof in accordance with Section 4 hereof; (ii) Warrant Certificates issued upon any combination, split-up or exchange of Warrant

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Certificates pursuant to Section 4 hereof; (iii) Warrant Certificates issued in replacement of mutilated, destroyed, lost or stolen Warrant Certificates pursuant to Section 5 hereof; (iv) Warrant Certificates issued upon the partial exercise of Warrant Certificates pursuant to Section 7 hereof; and (v) Warrant Certificates issued to reflect any adjustment or change in the Exercise Price or the number or kind of shares purchasable thereunder pursuant to Section 22 hereof. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in accordance with the provisions of said Sections 4, 5, 7 and 22, the new Warrant Certificates required for purposes thereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposes.

SECTION 4. Transfers and Exchanges of Warrant Certificates

The Warrant Agent will keep or cause to be kept books for registration of ownership and transfer of the Warrant Certificates issued hereunder. Such registers shall show the names and addresses of the respective holders of the Warrant Certificates and the kind and number of Warrants evidenced by each such Warrant Certificate.

The Warrant Agent shall, from time to time, register the transfer of any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Assignment duly filled in and executed with such signature guaranteed by a financial institution that is a member of a Securities Transfer Association approved medallion program, such as STAMP, SEMP or MSP, to the Warrant Agent at its offices located in Golden, Colorado or New York drop located in New York, New York, at any time on or before the Expiration Date of such Warrant, and upon payment to the Warrant Agent for the account of the Company of an amount equal to any applicable transfer tax. Payment of the amount of such tax may be made in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company.

Upon receipt of a Warrant Certificate, with the Form of Assignment duly filled in and executed, accompanied by payment of an amount equal to any applicable transfer tax, the Warrant Agent shall promptly cancel the surrendered Warrant Certificate and countersign and deliver to the transferee a new Warrant Certificate for the number of full Warrants transferred to such transferee; provided, however, that in case the registered holder of any Warrant Certificate shall elect to transfer fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent in addition shall promptly countersign and deliver to such registered holder a new Warrant Certificate or Certificates for the number of full Warrants not so transferred.

Any Warrant Certificate or Certificates may be exchanged at the option of the holder thereof for another Warrant Certificate or Certificates of different denominations, of like tenor and representing in the aggregate the same kind and number of Warrants, upon surrender of such Warrant Certificate or Certificates, with the Form of Assignment duly filled in and executed, to the Warrant Agent, at any time or from time to time after the close of business on the date hereof and prior to the close of business on the Expiration Date. The Warrant Agent shall promptly

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cancel the surrendered Warrant Certificate and deliver the new Warrant Certificate pursuant to the provisions of this Section.

The Warrant Agent will not acknowledge or record the transfer of any Warrant in the records of the Company or to issue certificates representing any Warrant to any person or entity other than the transferor thereof unless the requirements set forth below are satisfied with respect to such Warrant, in which case such Warrant is to be transferred free from any restrictive legend (unless otherwise required by applicable state securities laws or the laws of any applicable foreign jurisdiction) and registered in such name and in such denominations as specified by the transferor in question:

(i) The Warrant Agent receives written notice from the Company that a registration statement covering resales of the Warrant has been declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and written confirmation from the transferor in question that the resale of such Warrant was made pursuant to such effective registration statement; or

(ii) The Warrant Agent receives written notice from the Company, accompanied by an opinion of counsel, that the sale of such Warrant may be effected under Rule 144 of the Securities Act.

Unless and until the Warrant Agent receives written notice from the Company that a registration statement covering resales of the Warrants has been declared effective by the Securities and Exchange Commission under the Securities Act, the Warrant Agent shall promptly notify the Secretary of the Company in writing of any request that the Warrant Agent receives pertaining to the proposed transfer of any Warrant.

SECTION 5. Mutilated, Destroyed, Lost or Stolen Warrant Certificates

Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of any Warrant Certificate, and in the case of loss, theft or destruction, Open Penalty Surety Bond reasonably satisfactory to them, and reimbursement to them of all reasonable expenses incidental thereto, and, in the case of mutilation, upon surrender and cancellation of the Warrant Certificate, the Warrant Agent shall countersign and deliver a new Warrant Certificate of like tenor for the same kind and number of Warrants.

SECTION 6. Adjustments of Number and Kind of Shares Purchasable and Exercise Price

The number and kind of securities or other property purchasable upon exercise of a Warrant shall be subject to adjustment from time to time upon the occurrence, after the date hereof, of any of the following events:

A. In case the Company shall (1) pay a dividend in, or make a distribution of, shares of capital stock on its outstanding Common Stock, (2) subdivide its outstanding shares of Common Stock into a greater number of such shares or (3) combine its outstanding shares of

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Common Stock into a smaller number of such shares, the total number of shares of Common Stock purchasable upon the exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the holder of any Warrant Certificate thereafter surrendered for exercise shall be entitled to receive at the same aggregate Exercise Price the number of shares of capital stock (of one or more classes) which such holder would have owned or have been entitled to receive immediately following the happening of any of the events described above had such Warrant been exercised in full immediately prior to the record date with respect to such event. Any adjustment made pursuant to this Subsection shall, in the case of a stock dividend or distribution, become effective as of the record date therefor and, in the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Certificate thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company (whose determination shall be conclusive and shall be evidenced by a Board resolution filed with the Warrant Agent) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock.

B. In the event of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection A. above or Subsection E. below), any Warrantholder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section 6 with respect to the rights and interests thereafter of the Warrantholders (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section 6 (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants.

C. Whenever the number of shares of Common Stock or other securities purchasable upon exercise of a Warrant is adjusted as provided in this Section 6, the Company will promptly file with the Warrant Agent a certificate signed by of its Chief Executive Officer or its President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company setting forth the number and kind of securities or other property purchasable upon exercise of a Warrant, as so adjusted, stating that such adjustments in the number or kind of shares or other securities or property conform to the requirements of this Section 6, and setting forth a brief statement of the facts accounting for such adjustments. Promptly after receipt of such certificate, the Company, or the Warrant Agent at the Company’s request, will deliver, by first-class, postage prepaid mail, a brief summary thereof (to be supplied by the Company) to the registered holders of the outstanding Warrant Certificates; provided, however, that failure to file or to give any notice

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required under this Subsection, or any defect therein, shall not affect the legality or validity of any such adjustments under this Section 6; and provided, further, that, where appropriate, such notice may be given in advance and included as part of the notice required to be given pursuant to Section 12 hereof.

D. In case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the corporation formed by such consolidation or merger or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the Warrant Agent a supplemental warrant agreement providing that the holder of each Warrant then outstanding shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, solely the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section. The above provision of this Subsection shall similarly apply to successive consolidations, mergers, sales or transfers.

The Warrant Agent shall not be under any responsibility to determine the correctness of any provision contained in any such supplemental warrant agreement relating to either the kind or amount of shares of stock or securities or property (or cash) purchasable by holders of Warrant Certificates upon the exercise of their Warrants after any such consolidation, merger, sale or transfer or of any adjustment to be made with respect thereto, but subject to the provisions of Section 20 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, a certificate of a firm of independent certified public accountants (who may be the accountants regularly employed by the Company) with respect thereto.

E. Irrespective of any adjustments in the number or kind of shares issuable upon exercise of Warrants, Warrant Certificates theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrant Certificates initially issuable pursuant to this Warrant Agreement.

F. The Company may retain a firm of independent public accountants of recognized standing, which may be the firm regularly retained by the Company, selected by the Audit Committee of the Board of Directors of the Company, and not disapproved by the Warrant Agent, to make any computation required under this Section, and a certificate signed by such firm shall, in the absence of fraud or gross negligence, be conclusive evidence of the correctness of any computation made under this Section.

G. For the purpose of this Section, the term “Common Stock” shall mean: (i) the common stock of the Company, no par value; or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in

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par value, or from par value to no par value, or from no par value to par value. In the event that at any time as a result of an adjustment made pursuant to this Section, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section, and all other provisions of this Agreement, with respect to the Common Stock, shall apply on like terms to any such other shares.

H. The Company may, from time to time and to the extent permitted by law, reduce the Exercise Price of the Warrants by any amount for a period of not less than 60 days. If the Company so reduces the Exercise Price of such Warrants, it will give not less than 60 days’ notice of such decrease, which notice may be in the form of a press release, and shall take such other steps as may be required under applicable law in connection with any offers or sales of securities at the reduced price.

SECTION 7. Exercise and Redemption of Warrants

Unless the Warrants have been redeemed as provided in this Section 7, the registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time to time at or prior to the close of business, on the Expiration Date relating to such Warrant, subject to the provisions of Section 9, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders or redeemed by the Company as follows:

A. Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its stock transfer office located in Golden, Colorado or New York drop located in New York, NY, together with payment to the Company of the Exercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier’s check, payable in lawful money of the United States of America to the order of the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. The Warrant Agent shall deposit or invest any and all funds received in connection with the exercise of the Warrants in federally insured, interest bearing accounts with a financial institution or institutions designated by the Warrant Agent. The Warrant Agent shall have no liability with respect to the performance of any such investments other than, in the case of funds deposited in accounts maintained by the Warrant Agent, the liability of the Warrant Agent to its depositors in such accounts generally. The Company shall be entitled to the interest, if any, on funds deposited with the Warrant Agent. At the request of the Company, the Warrant Agent shall remit any funds held by it as a result of the exercise of the Warrants to the Company.

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B. Upon receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and of an amount equal to any applicable taxes or government charges as aforesaid), the Warrant Agent shall promptly request from the Transfer Agent with respect to the securities to be issued and deliver to or upon the order of the registered holder of such Warrant Certificate, in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share of such securities otherwise issuable upon such exercise. If the Warrant is then exercisable to purchase property other than securities, the Warrant Agent shall take appropriate steps to cause such property to be delivered to or upon the order of the registered holder of such Warrant Certificate. In addition, if it is required by law and upon instruction by the Company, the Warrant Agent will deliver to each Warrantholder a prospectus which complies with the provisions of Section 9 of the Securities Act of 1933, as amended, and the Company agrees to supply Warrant Agent with sufficient number of prospectuses to effectuate that purpose.

C. In case the registered holder of any Warrant Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised.

D. Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Exercise Price (and of any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares as of, and the certificate for such shares shall be dated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the Expiration Date relating to such Warrant) and the Warrant Agent shall be under no duty to deliver the certificate for such shares until such date. The Company covenants and agrees that it shall not cause its stock transfer books to be closed for a period of more than 20 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law.

E. The Warrants outstanding at the time of redemption may be redeemed at the option of the Company in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 7(F) below, which notice may not be give before, but may be given at any time after the Company’s gross revenues, as reviewed by the Company’s independent auditors, exceeds $15 million subsequent to the date of this Warrant Agreement. The price at which Warrants may be redeemed (the “Redemption Price”) is $0.25 per Warrant (subject to adjustment in the event of a stock split, dividend or the like). On and after the redemption date the holders of record of redeemed Warrants shall be entitled to payment of the

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Redemption Price upon surrender of such redeemed Warrants to the Company at the office of the Warrant Agent designated for that purpose.

F. Notice of redemption of Warrants shall be given at least 30 days prior to the redemption date by first class mail, postage prepaid, a copy of such notice to the Warrant Agent and to all of the holders of record of Warrants at their respective addresses appearing on the books or transfer records of the Company or such other address designated in writing by the holder of record to the Warrant Agent not less than 40 days prior to the redemption date.

G. From and after the redemption date, all rights of the Warrantholders (except the right to receive the Redemption Price) shall terminate, but only if: (a) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Warrants called for redemption; and (b) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date.

H. On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the holders of record of such redeemed Warrants who shall have surrendered their Warrants are entitled. The Warrant Agent shall have no obligation to pay for the redemption of the Warrants except to the extent that funds for such payment have been provided to it by the Company.

I. Any amounts deposited with the Warrant Agent that are not required for redemption of Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment. The Company shall be entitled to the interest, if any, on funds deposited with the Warrant Agent and the holders of redeemed Warrants shall have no right to any such interest. The Warrant Agent shall deposit or invest any and all funds deposited with it by the Company in connection with any redemption in federally insured, interest bearing accounts with a financial institution or institutions designated by the Warrant Agent but shall have no liability with respect to the performance of any such investments other than, in the case of funds deposited in accounts maintained by the Warrant Agent, the liability of the Warrant Agent to its depositors in such accounts, generally.

J. If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Warrants called for redemption may at the option of the holder (a) by notice to the Company declare the notice of redemption a nullity as to such holder, or (b) maintain an action against the Company for the Redemption Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder.

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Except as otherwise specifically provided in this Paragraph J, a notice of redemption, once mailed by the Company as provided in Paragraph F, shall be irrevocable.

SECTION 8. Fractional Interests

The Company shall not issue any Warrant Certificate evidencing a fraction of a Warrant, nor shall the Company issue any fractional share of securities upon exercise of a Warrant. By accepting a Warrant Certificate, the holder thereof expressly waives any right to receive a Warrant Certificate evidencing any fraction of a Warrant or to receive any fractional share of securities upon exercise of a Warrant.

SECTION 9. Reservation of Equity Securities

The Company covenants that it will at all times reserve and keep available, free from any pre-emptive rights, out of its authorized and unissued equity securities, solely for the purpose of issue upon exercise of the Warrants, such number of shares of equity securities of the Company as shall then be issuable upon the exercise of all outstanding Warrants (“Equity Securities”). The Company covenants that all Equity Securities which shall be so issuable shall, upon such issue, be duly authorized, validly issued, fully paid and non-assessable.

The Company covenants that if any equity securities, required to be reserved for the purpose of issue upon exercise of the Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon exercise of Warrants, the Company will use all commercially reasonable efforts to cause such securities to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-3 necessary to permit a public resale of the securities underlying the Warrants at any and all times during the periods specified in the Registration Rights Agreement dated as of December 1, 2005, provided, however, that in no event shall such securities be issued, and the Company is authorized to refuse to honor the exercise of any Warrant, if such exercise would result in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.

SECTION 10. Reduction of Exercise Price Below Par Value

Before taking any action that would cause an adjustment pursuant to Section 6 hereof reducing the portion of the Exercise Price required to purchase one share of capital stock below

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the then par value (if any) of a share of such capital stock, the Company will use its best efforts to take any corporate action which, in the opinion of its counsel, may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such capital stock.

SECTION 11. Payment of Taxes

The Company covenants and agrees that it will pay when due and payable any and all federal and state documentary, stamp and other original issue taxes which may be payable in respect of the original issuance of the Warrant Certificates, or any shares of Common Stock or other securities upon the exercise of Warrants. The Company shall not, however, be required (i) to pay any tax which may be payable in respect of any transfer involved in the transfer and delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock or other securities in a name other than that of the registered holder of the Warrant Certificate surrendered for purchase or (ii) to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of any Warrant Certificate until any such tax shall have been paid, all such tax being payable by the holder of such Warrant Certificate at the time of surrender.

SECTION 12. Notice of Certain Corporate Action

In case the Company after the date hereof shall propose (i) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (ii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on the Company’s behalf and at the Company’s request, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (i) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (ii) above, at least 20 days prior to the earlier of the date on which such

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reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up.

Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

SECTION 13. Disposition of Proceeds on Exercise of Warrant Certificates, etc.

The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of securities or other property through the exercise of such Warrants.

The Warrant Agent shall keep copies of this Agreement available for inspection by Warrantholders during normal business hours at its stock transfer office. Copies of this Agreement may be obtained upon written request addressed to the Warrant Agent at its stock transfer office located in Golden, Colorado.

SECTION 14. Warrantholder Not Deemed a Stockholder

No Warrantholder, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise of the Warrants represented thereby for any purpose whatever, nor shall anything contained herein or in any Warrant Certificate be construed to confer upon any Warrantholder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise), or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 12 hereof), or to receive dividend or subscription rights, or otherwise, until such Warrant Certificate shall have been exercised in accordance with the provisions hereof and the receipt of the Exercise Price and any other amounts payable upon such exercise by the Warrant Agent.

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SECTION 15. Right of Action

All rights of action in respect to this Agreement are vested in the respective registered holders of the Warrant Certificates; and any registered holder of any Warrant Certificate, without the consent of the Warrant Agent or of any other holder of a Warrant Certificate, may, in his own behalf for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise the Warrants evidenced by such Warrant Certificate, for the purchase of shares of the Common Stock in the manner provided in the Warrant Certificate and in this Agreement.

SECTION 16. Agreement of Holders of Warrant Certificates

Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent and with every other holder of a Warrant Certificate that:

A. the Warrant Certificates are transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in this Agreement; and

B. the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner of the Warrant (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

SECTION 17. Cancellation of Warrant Certificates

In the event that the Company shall purchase or otherwise acquire any Warrant Certificate or Certificates after the issuance thereof, such Warrant Certificate or Certificates shall thereupon be delivered to the Warrant Agent and be canceled by it and retired. The Warrant Agent shall also cancel any Warrant Certificate delivered to it for exercise, in whole or in part, or delivered to it for transfer, split-up, combination or exchange. Warrant Certificates so canceled shall be retained by the Warrant Agent or disposed of in accordance with its customary business practices relating to such matters; provided that the Warrant Agent shall give the Company notice prior to its disposition or destruction of the Warrant Certificates.

SECTION 18. Concerning the Warrant Agent

The Company agrees to pay to the Warrant Agent from time to time, upon receipt of a written demand of the Warrant Agent, reasonable compensation for all services rendered by it hereunder and also its reasonable expenses, including counsel fees, and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Warrant Agent agrees to use its best efforts to submit in advance a written estimate of any costs in excess of $2,500 that it expects to incur in the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross

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negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with the acceptance and administration of this Agreement.

SECTION 19. Merger or Consolidation or Change of Name of Warrant Agent

Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor warrant agent under the provisions of Section 21 hereof. In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

SECTION 20. Duties of Warrant Agent

The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Warrant Certificates, by their acceptance thereof, shall be bound:

A. The Warrant Agent may consult with counsel satisfactory to it (who may be counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken, suffered or omitted by it in good faith and in accordance with such opinion; provided, however, that the Warrant Agent shall have exercised reasonable care in the selection of such counsel. Fees and expenses of such counsel, to the extent reasonable, shall be paid by the Company, and subject to the provisions of Section 18 hereof.

B. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other

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evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Chairperson or co-Chairperson of the Board or the President or a Vice President or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

C. The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct.

D. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature on the Warrant Certificates and such statements or recitals as describe the Warrant Agent or action taken or to be taken by it) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

E. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the making of any change in the number of shares of Common Stock for which a Warrant is exercisable required under the provisions of Section 6 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid and non-assessable.

F. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the registered holders of the Warrant Certificates, as their respective rights or interests may appear.

G. The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as though it were not Warrant

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Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

H. The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from a Chairman or co-Chairman of the Board or President or a Vice President or the Secretary or the Controller of the Company, and to apply to such officers for advice or instructions in connection with the Warrant Agent’s duties, and it shall not be liable for any action taken or suffered or omitted by it in good faith in accordance with instructions of any such officer.

I. The Warrant Agent will not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company.

J. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys, agents or employees or for any loss to the Company resulting from such neglect or misconduct; provided, however, that reasonable care shall have been exercised in the selection and continued employment of such attorneys, agents and employees.

K. The Warrant Agent will not incur any liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties.

L. The Warrant Agent will act hereunder solely as agent of the Company in a ministerial capacity, and its duties will be determined solely by the provisions hereof. The Warrant Agent will not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence, bad faith or willful conduct.

SECTION 21. Change of Warrant Agent

The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ prior notice in writing mailed, by registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 30 days’ prior notice in writing, mailed to the Warrant Agent or successor warrant agent, as the case may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the Company agrees to perform the duties of the Warrant Agent hereunder until a

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successor Warrant Agent is appointed. After appointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent, within a reasonable time, any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section, however, or any defect therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be.

SECTION 22. Issuance of New Warrant Certificates

Notwithstanding any of the provisions of this Agreement or the several Warrant Certificates to the contrary, the Company may, at its option, issue new Warrant Certificates in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Exercise Price or the number or kind of shares purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.

SECTION 23. Notices

Notice or demand pursuant to this Agreement to be given or made on the Company by the Warrant Agent or by the registered holder of any Warrant Certificate shall be sufficiently given or made if sent by first class mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

ICOP Digital, Inc.

16801 W. 116^th Street

Lenexa, Kansas 66219

Attention: President

Subject to the provisions of Section 21, any notice pursuant to this Agreement to be given or made by the Company or by the holder of any Warrant Certificate to or on the Warrant Agent shall be sufficiently given or made if sent by first-class or registered mail, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company) as follows:

Computershare Trust Company, Inc.

350 Indiana Street, Suite 800

Golden, Colorado 80401

Attn: Corporate Actions

Any notice or demand authorized to be given or made to the registered holder of any Warrant Certificate under this Agreement shall be sufficiently given or made if sent by first-class or registered mail, postage prepaid, to the last address of such holder as it shall appear on the registers maintained by the Warrant Agent.

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SECTION 24. Modification of Agreement

The Warrant Agent may, without the consent or concurrence of the Warrantholders, by supplemental agreement or otherwise, concur with the Company in making any changes or corrections in this Agreement that the Warrant Agent shall have been advised by counsel (who may be counsel for the Company) are necessary or desirable to cure any ambiguity or to correct any defective or inconsistent provision or clerical omission or mistake or manifest error herein contained, or to make any other provisions in regard to matters or questions arising hereunder and which shall not be inconsistent with the provisions of the Warrant Certificates and which shall not adversely affect the interests of the Warrantholders. As of the date hereof, this Agreement contains the entire and only agreement, understanding, representation, condition, warranty or covenant between the parties hereto with respect to the matters herein, supersedes any and all other agreements between the parties hereto relating to such matters, and may be modified or amended only by a written agreement signed by both parties hereto pursuant to the authority granted by the first sentence of this Section.

SECTION 25. Successors

All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

SECTION 26. Colorado Contract

This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Colorado and for all purposes shall be construed in accordance with the laws of said State.

SECTION 27. Termination

This Agreement shall terminate as of the close of business on the Expiration Date, or such earlier date upon which all Warrants shall have been exercised or redeemed, except that the Warrant Agent shall account to the Company as to all Warrants outstanding and all cash held by it as of the close of business on the Expiration Date.

SECTION 28. Benefits of this Agreement

Nothing in this Agreement or in the Warrant Certificates shall be construed to give to any person or corporation other than the Company, the Warrant Agent, and their respective successors and assigns hereunder and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent, their respective successors and assigns hereunder and the registered holders of the Warrant Certificates.

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SECTION 29. Descriptive Headings

The descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 30. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

(Remainder of page intentionally left blank; signature page follows)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.

ICOP DIGITAL, INC.
By:
Name:	David C. Owen
Title:	President
COMPUTERSHARE TRUST COMPANY, INC.
By:
Name:
Title:

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EXHIBIT A

VOID AFTER 5 P.M. EASTERN TIME ON JULY 8, 2010

WARRANTS TO PURCHASE COMMON STOCK

No. W-                                          Warrants

ICOP DIGITAL INC.

THIS CERTIFIES THAT

or registered assigns, is the registered holder of the number of Warrants (“WARRANTS”) set forth above. Each Warrant, unless and until redeemed by the Company as provided in the Warrant Agreement, hereinafter more fully described (the “WARRANT AGREEMENT”), entitles the holder thereof to purchase from ICOP Digital, Inc., a corporation incorporated under the laws of the State of Colorado (the “COMPANY”), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement before the close of business on July 8, 2010 (“EXPIRATION DATE”), one fully paid and non-assessable share of Common Stock, no par value per share, of the Company (“COMMON STOCK”) upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office located in Golden, Colorado of Computershare Investor Services, Warrant Agent of the Company (“WARRANT AGENT”) or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Warrant initially entitles the holder to purchase one share of Common Stock for $6.19. The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, reverse splits and the like, to prevent dilution. The Company may redeem any or all outstanding and unexercised warrants by giving not less than 30 days prior written notice at any time after the Company’s accumulated gross revenues, as reviewed by the Company’s independent auditors, exceeds $15 million subsequent to the date of this Warrant Agreement. The Redemption Price is $0.25 per Warrant (subject to adjustment in the event of a stock split, dividend or the like). All Warrants not theretofore exercised will expire on the Expiration Date.

This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of December 8, 2005, between the Company and the Warrant

Exhibit A

Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at ICOP Digital, Inc., 16801 W. 116^th Street, Lenexa, KS 66219, Attention: Chief Financial Officer.

The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Warrants, Common Stock or other securities, but shall make adjustment therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement.

In certain cases, the sale of securities by the Company upon exercise of Warrants may violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the Company may, but is not required to, purchase Warrants submitted for exercise for a cash price equal to the difference between the market price of the securities obtainable upon such exercise and the exercise price of such Warrants.

This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised.

No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatsoever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise

Exhibit A

thereof shall have become deliverable as provided in the Warrant Agreement.

If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other class of stock purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books.

Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:

(a) this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and

(b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by the holder of this Warrant Certificate at the time of surrender.

This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.

Exhibit A

WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.

Dated:

ICOP DIGITAL, INC.
CORPORATE
Laura E. Owen	SEAL	David C. Owen
	COLORADO
SECRETARY		PRESIDENT

Countersigned:
COMPUTERSHARE TRUST COMPANY, INC. WARRANT AGENT
By:
	Authorized Officer

Exhibit A

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	—	as tenants in common
TEN ENT	—	as tenants by the entireties
JT TEN	—	as joint tenants with rights of survivorship and not as tenants in common
COM PROP	—	as community property

UNIF GIFT MIN ACT	—		Custodian
		(Cust)		(minor)
		under Uniform Gifts to Minors Act
		(State)
UNIF TRF MIN ACT	—		Custodian
		(Cust)		(minor)
		under Uniform Transfers to Minors Act
		(State)

Exhibit A

FORM OF EXERCISE

(To be executed upon exercise of Warrant)

To: ICOP Digital, Inc.

The undersigned, pursuant to the provisions set forth in the within Warrant Certificate, hereby irrevocably elects to exercise the right of purchase represented thereby, and hereby agrees to subscribe for and to purchase shares of the Common Stock of ICOP Digital, Inc. (“Common Shares”), as provided for therein, and tenders herewith payment of the purchase price in full in cash or by wire transfer, check, draft, money order or certified or bank cashier’s check in the amount of $                    .

Please issue a certificate or certificates for such Common Shares in the name of the undersigned. If the number of Common Shares purchased hereby shall not be all the Common Shares purchasable under the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of the undersigned for the balance remaining of the Common Shares purchasable thereunder.

Name:
	(Please Print Name and Address)
Address:
Signature(s):
	Note: This above signature(s) must correspond with the name on the face of this Warrant Certificate or with the name of the assignee appearing in the assignment form below.
Date:

Exhibit A

FORM OF ASSIGNMENT

(TO BE SIGNED ONLY UPON ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned Registered Holder (                                                                                              )

(Please insert social security or other identification number of Registered Holder)

hereby sells, assigns and transfers unto

(Please Print Name and Address including Zip Code)

Warrants evidenced by the within Warrant Certificate, and irrevocably constitutes and appoints                                                                           attorney to transfer this Warrant Certificate on the books of ICOP Digital, Inc. with the full power of substitution in the premises.

Dated:

Signature(s):

(Signature(s) must conform in all respects to the name of Registered Holder as specified on the face of this Warrant Certificate in every particular, without alteration or any change whatsoever, and the signature(s) must be guaranteed in the usual manner.)

Signature(s) Guaranteed:

The signature(s) should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program), pursuant to S.E.C. Rule 17Ad-15.

Exhibit B

EX-4.4

Exhibit 4.4

THIS WARRANT HAS NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933

AND IS NOT TRANSFERABLE

EXCEPT AS PROVIDED HEREIN

ICOP Digital, Inc.

PURCHASE WARRANT

Issued to:

PAULSON INVESTMENT COMPANY, INC.

Exercisable to Purchase

65,000 SHARES OF COMMON STOCK

AND

22,750 WARRANTS,

EACH TO PURCHASE ONE SHARE OF COMMON STOCK

of

ICOP DIGITAL, INC.

Void after July 8, 2010

This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder on or before July 8, 2010, up to 65,000 shares of Common Stock and 22,750 Underlying Warrants at the Exercise Price.

This Purchase Warrant Certificate is issued subject to the following terms and conditions:

1. DEFINITIONS OF CERTAIN TERMS. Except as may be otherwise clearly required by the context, the following terms have the following meanings:

(a) “Act” means the Securities Act of 1933, as amended.

(b) “Cashless Exercise” means an exercise of the Purchase Warrant in which, in lieu of payment of the Exercise Price, the Holder elects to receive a lesser number of Securities such that the value of the Securities that such Holder would otherwise have been entitled to receive but has agreed not to receive, as determined by the closing prices of such Securities on the date of exercise or, if such date is not a trading day, on the next prior trading day, is equal to the Exercise Price with respect to such exercise. A Holder may only elect a Cashless Exercise if Securities issuable by the Company on such exercise are publicly traded securities.

(c) “Closing Date” means the date on which the Offering is closed.

(d) “Commission” means the Securities and Exchange Commission.

(e) “Common Stock” means the common stock, no par value, of the Company.

(f) “Company” means ICOP Digital, Inc., a Colorado corporation.

(g) “Company’s Expenses” means any and all expenses payable by the Company or the Warrantholder in connection with an offering described in Section 6 hereof, except Warrantholder’s Expenses.

(h) “Exercise Price” means the price at which the Warrantholder may purchase one share of Common Stock and 0.35 Underlying Warrants. The Exercise Price initially is $5.92.

(i) “Offering” means the private offering of Common Stock and warrants by the Company made pursuant to a Securities Purchase Agreement dated as of December 1, 2005.

(j) “Rules and Regulations” means the rules and regulations of the Commission adopted under the Act.

(k) “Securities” means the securities obtained or obtainable upon exercise of the Purchase Warrant or securities obtained or obtainable upon exercise, exchange, or conversion of such securities.

Purchase Warrant – December 8, 2005

(l) “Public Warrants” means the publicly-traded warrants subject to a Warrant Agreement, dated as of July 13, 2005, by and between the Company and ComputerShare Trust Company, Inc.

(m) “Purchase Warrant Certificate” means this certificate evidencing the Purchase Warrant.

(n) “Warrantholder” means a record holder of the Purchase Warrant or Securities. The initial Warrantholder is Paulson Investment Company, Inc.

(o) “Warrantholder’s Expenses” means the sum of (i) the aggregate amount of cash payments made to an underwriter, underwriting syndicate, or agent in connection with an offering described in Section 6 hereof multiplied by a fraction the numerator of which is the aggregate sales price of the Securities sold by such underwriter, underwriting syndicate, or agent in such offering and the denominator of which is the aggregate sales price of all of the securities sold by such underwriter, underwriting syndicate, or agent in such offering and (ii) all out-of-pocket expenses of the Warrantholder, except for the fees and disbursements of one firm retained as legal counsel for the Warrantholder that will be paid by the Company.

(p) “Purchase Warrant” means the warrant evidenced by this certificate, any similar certificate issued in connection with the Offering, or any certificate obtained upon transfer or partial exercise of the Purchase Warrant evidenced by any such certificate.

(q) “Underlying Warrant” means a warrant to purchase one share of Common Stock at a price of $6.19 per share, and identical in form to the warrants sold in the Offering.

2. EXERCISE OF PURCHASE WARRANT. All or any part of the Purchase Warrant represented by this Purchase Warrant Certificate may be exercised until 5:00 p.m. Pacific Time on July 8, 2010 by surrendering this Purchase Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company at ICOP Digital, Inc., 16801 W. 116^th Street, Lenexa, Kansas 66219, Attention: President; or at such other office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Purchase Warrant exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder’s instructions immediately upon payment in full by the Warrantholder, in lawful money of the United States, of the Exercise Price payable with respect to the Securities being purchased, if any. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the Securities received upon exercise of the Purchase Warrant, such certificates shall not bear a legend with respect to the Securities Act of 1933, as amended.

If fewer than all the Securities purchasable under the Purchase Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new

Purchase Warrant – December 8, 2005 2

Purchase Warrant Certificate (dated the date hereof), in form and tenor similar to this Purchase Warrant Certificate, evidencing that portion of the Purchase Warrant not exercised. The Securities to be obtained on exercise of the Purchase Warrant will be deemed to have been issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the date of the payment of the Exercise Price.

3. ADJUSTMENTS IN CERTAIN EVENTS. The number, class, and price of Securities for which this Purchase Warrant Certificate may be exercised are subject to adjustment from time to time upon the happening of certain events as follows:

(a) If the outstanding shares of the Company’s Common Stock are divided into a greater number of shares or a dividend in stock is paid on the Common Stock, the number of shares of Common Stock for which the Purchase Warrant is then exercisable will be proportionately increased and the Exercise Price will be proportionately reduced; and, conversely, if the outstanding shares of Common Stock are combined into a smaller number of shares of Common Stock, the number of shares of Common Stock for which the Purchase Warrant is then exercisable will be proportionately reduced and the Exercise Price will be proportionately increased. The increases and reductions provided for in this Section 3(a) will be made with the intent and, as nearly as practicable, the effect that neither the percentage of the total equity of the Company obtainable on exercise of the Purchase Warrant nor the price payable for such percentage upon such exercise will be affected by any event described in this Section 3(a).

(b) In case of any change in the Common Stock through merger, consolidation, reclassification, reorganization, partial or complete liquidation, purchase of substantially all the assets of the Company, or other change in the capital structure of the Company, other than changes in par value, then, as a condition of such change, lawful and adequate provision will be made so that the holder of this Purchase Warrant Certificate will have the right thereafter to receive upon the exercise of the Purchase Warrant the kind and amount of shares of stock or other securities or property to which he would have been entitled if, immediately prior to such event, he had held the number of shares of Common Stock obtainable upon the exercise of the Purchase Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Warrantholder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Purchase Warrant. The Company will not permit any change in its capital structure to occur unless the issuer of the shares of stock or other securities to be received by the holder of this Purchase Warrant Certificate, if not the Company, agrees to be bound by and comply with the provisions of this Purchase Warrant Certificate.

(c) When any adjustment is required to be made in the number of shares of Common Stock, other securities, or the property purchasable upon exercise of the Purchase Warrant, the Company will promptly determine the new number of such shares or other securities or property purchasable upon exercise of the Purchase Warrant and (i) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new number of such shares or other securities or property purchasable upon exercise of the Purchase

Purchase Warrant – December 8, 2005 3

Warrant and (ii) cause a copy of such statement to be mailed to the Warrantholder within 30 days after the date of the event giving rise to the adjustment.

(d) No fractional shares of Common Stock or other securities will be issued in connection with the exercise of the Purchase Warrant, but at the Warrantholder’s written request, the Company will pay: (A) in lieu of fractional shares, a cash payment therefor on the basis of the mean between the bid and asked prices of the Common Stock in the over-the-counter market or the last sale price of the Common Stock on the principal exchange or other trading facility on which the Common Stock is traded on the day immediately prior to exercise; and (B) in lieu of fractional Underlying Warrants, the mean between the bid and asked prices of the Underlying Warrants (or, if the Underlying Warrants are not publicly-traded, the Public Warrants) in the over-the-counter market or the last sale price of the Underlying Warrants (or, if the Underlying Warrants are not publicly-traded, the Public Warrants) on the principal exchange or other trading facility on which the Underlying Warrants (or, if the Underlying Warrants are not publicly-traded, the Public Warrants) are traded on the day immediately prior to exercise.

(e) If securities of the Company or securities of any subsidiary of the Company are distributed pro rata to holders of Common Stock, such number of securities will be distributed to the Warrantholder or its assignee upon exercise of its rights hereunder as such Warrantholder or assignee would have been entitled to if this Purchase Warrant Certificate had been exercised prior to the record date for such distribution. The provisions with respect to adjustment of the Common Stock provided in this Section 3 will also apply to the securities to which the Warrantholder or its assignee is entitled under this Section 3(e).

(f) Notwithstanding anything herein to the contrary, there will be no adjustment made hereunder on account of the sale by the Company of Common Stock or other Securities purchasable upon exercise of the Purchase Warrant.

(g) If, immediately prior to any exercise of Purchase Warrants, there shall be outstanding no securities of a class or series that, but for the provisions of this Section 3, would be issuable upon such exercise (the “Formerly Issuable Securities”), then, upon such exercise, and in lieu of the Formerly Issuable Securities, the Company shall issue that number and kind of other securities or property for which the Formerly Issuable Securities were most recently exercisable or into which the Formerly Issuable Securities were most recently convertible, as the case may be.

4. RESERVATION OF SECURITIES. The Company agrees that the number of shares of Common Stock or other Securities sufficient to provide for the exercise of the Purchase Warrant upon the basis set forth above will at all times during the term of the Purchase Warrant be reserved for exercise.

5. VALIDITY OF SECURITIES. All Securities delivered upon the exercise of the Purchase Warrant will be duly and validly issued in accordance with their terms, and the Company will pay all documentary and transfer taxes, if any, in respect of the original issuance thereof upon exercise of the Purchase Warrant.

Purchase Warrant – December 8, 2005 4

6. REGISTRATION OF SECURITIES ISSUABLE ON EXERCISE OF PURCHASE WARRANT CERTIFICATE.

(a) Within 30 days of the Closing Date, the Company will register the Securities on Form S-3 or any successor form (or such other registration statement form for which the Company qualifies) with the Commission pursuant to the Act so as to allow the unrestricted sale of the Securities to the public from time to time commencing when the registration statement is declared effective and ending at 5:00 p.m. Pacific Time on July 8, 2010 (the “Registration Period”). The Company will also file such applications and other documents necessary to permit the sale of the Securities to the public during the Registration Period in those states in which the Warrantholders reside or such other states as to which the Company and the Warrantholder agree. In order to comply with the provisions of this Section 6(a), the Company is not required to file more than one registration statement. No registration right of any kind, “piggyback” or otherwise, will extend beyond July 8, 2010.

(b) The Company will pay all of the Company’s Expenses and each Warrantholder will pay its pro rata share of the Warrantholder’s Expenses relating to the registration, offer, and sale of the Securities.

(c) Except as specifically provided herein, the manner and conduct of the registration, including the contents of the registration statement, will be entirely in the control and at the discretion of the Company. The Company will file such post-effective amendments and supplements as may be necessary to maintain the currency of the registration statement during the period of its use. In addition, if the Warrantholder participating in the registration is advised by counsel that the registration statement, in their opinion, is deficient in any material respect, the Company will use its best efforts to cause the registration statement to be amended to eliminate the concerns raised.

(d) The Company will furnish to the Warrantholder the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as it may reasonably request in order to facilitate the disposition of Securities owned by it.

(e) The Company will, at the request of Warrantholders holding at least 50 percent of the then outstanding Purchase Warrants: (i) furnish an opinion of the counsel representing the Company for the purposes of the registration pursuant to this Section 6, addressed to the Warrantholders; (ii) furnish an appropriate letter from the independent public accountants of the Company, addressed to the Warrantholders; and (iii) make such representations and warranties to the Warrantholders as are customarily given to underwriters of public offerings of equity securities in connection with such offerings. A request pursuant to this subsection (e) may be made on three occasions. The documents required to be delivered pursuant to this subsection (e) will be dated within ten days of the request and will be, in form and substance, equivalent to similar documents furnished to the underwriters in connection with the Company’s Secondary public offering in July 2005, with such changes as may be appropriate in light of changed circumstances.

Purchase Warrant – December 8, 2005 5

7. INDEMNIFICATION IN CONNECTION WITH REGISTRATION.

(a) If any of the Securities are registered, the Company will indemnify and hold harmless each selling Warrantholder, any person who controls any selling Warrantholder within the meaning of the Act, against any losses, claims, damages, or liabilities, joint or several, to which any Warrantholder or controlling person, may be subject under the Act or otherwise; and it will reimburse each Warrantholder and each controlling person for any legal or other expenses reasonably incurred by the Warrantholder or controlling person in connection with investigating or defending any such loss, claim, damage, liability, or action, insofar as such losses, claims, damages, or liabilities, joint or several (or actions in respect thereof), arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any such registration statement or any preliminary prospectus or final prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any case to the extent that any loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement, preliminary prospectus, final prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by a Warrantholder for use in the preparation thereof. The indemnity agreement contained in this subparagraph (a) will not apply to amounts paid to any claimant in settlement of any suit or claim unless such payment is first approved by the Company, such approval not to be unreasonably withheld.

(b) Each selling Warrantholder, as a condition of the Company’s registration obligation, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed any registration statement or other filing or any amendment or supplement thereto, and any person who controls the Company within the meaning of the Act, against any losses, claims, damages, or liabilities to which the Company or any such director, officer, or controlling person may become subject under the Act or otherwise, and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, or controlling person in connection with investigating or defending any such loss, claim, damage, liability, or action, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in said registration statement, any preliminary or final prospectus, or other filing, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in said registration statement, preliminary or final prospectus, or other filing, or amendment or supplement, in reliance upon and in conformity with written information furnished by such Warrantholder for use in the preparation thereof; provided, however, that the indemnity agreement contained in this subparagraph (b) will not apply to amounts paid to any claimant in settlement of any suit or claim unless such payment is first approved by the Warrantholder, such approval not to be unreasonably withheld.

Purchase Warrant – December 8, 2005 6

(c) Promptly after receipt by an indemnified party under subparagraphs (a) or (b) above of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party otherwise than under subparagraphs (a) and (b), except to the extent it was prejudiced by such failure to notify.

(d) If any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.

8. [Intentionally left blank]

9. NO RIGHTS AS A STOCKHOLDER. Except as otherwise provided herein, the Warrantholder will not, by virtue of ownership of the Purchase Warrant, be entitled to any rights of a shareholder of the Company but will, upon written request to the Company, be entitled to receive such quarterly or annual reports as the Company distributes to its stockholders.

10. NOTICE. Any notices required or permitted to be given hereunder will be in writing and may be served personally or by mail; and if served will be addressed as follows:

If to the Company:

ICOP Digital, Inc.

16801 W. 116^th Street

Lenexa, Kansas 66219

Attention: President

If to the Warrantholder:

AT THE ADDRESS FURNISHED

BY THE WARRANTHOLDER TO THE

COMPANY FOR THE PURPOSE OF NOTICE.

Any notice so given by mail will be deemed effectively given 48 hours after mailing when deposited in the United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed as specified above. Any party may by written notice to the other specify a different address for notice purposes.

11. APPLICABLE LAW. This Purchase Warrant Certificate will be governed by and construed in accordance with the laws of the State of Oregon, without reference to conflict of laws principles thereunder. All disputes relating to this Purchase Warrant Certificate shall be

Purchase Warrant – December 8, 2005 7

tried before the courts of Oregon located in Multnomah County, Oregon to the exclusion of all other courts that might have jurisdiction.

[signature page follows]

Purchase Warrant – December 8, 2005 8

Dated as of December 8, 2005

ICOP DIGITAL, INC.
By:
Name:	David C. Owen
Title:	President

Agreed and Accepted as of December 8, 2005

PAULSON INVESTMENT COMPANY, INC.

By:

Name:

Title:

Purchase Warrant – December 8, 2005 9

EX-4.8

Exhibit 4.8

THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE WARRANTS UNDER SUCH ACT, OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

ICOP DIGITAL, INC.

WARRANT

Warrant to Purchase Shares of Common Stock September 28, 2005

This certifies that pursuant to the terms of this Common Stock Warrant (this “Warrant”), for value received, ICOP Digital, Inc, a Colorado corporation (the “Company”), hereby grants to Elite Financial Communications Group, LLC (the “Holder”), or its registered assigns, the right to purchase from the Company Twenty-Five Thousand (25,000) shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of Seven & 50/100 Dollars ($7.50) per Warrant Share, (the “Exercise Price”) upon the terms contained herein.

1. Exercise of Warrant.

1.1 Vesting; Exercise Period. The Warrant Shares shall vest and be exercisable as follows: (a) Ten Thousand (10,000) Warrant Shares upon the Date of Issuance, and (b) Fifteen Thousand (15,000) Warrant Shares on September 28, 2006, unless the Service Agreement entered into on or about September 28, 2005 by and between Company and Holder is terminated prior to such vesting date, in which case, all Warrant Shares which have not vested shall be cancelled and shall be null and void. Subject to the vesting schedule and except as restricted as set forth in § 1.2 below, Holder may exercise this Warrant, in whole or in part, at any time and from time to time after September 28, 2005, (“Date of Issuance”) and prior to 5:00 p.m. Lenexa, Kansas time, on the earlier of the following dates, (a) the twenty-fourth (24) month following the successful registration of the Warrant Shares as provided for in §                     , or, (b) should the Company be unable to register the Warrant Shares, the Warrant shall expire on the twenty-fourth (24) month following the first attempted registration of the underlying shares of the Company’s Common Stock (the “Expiration Date”). The Company shall provide Holder written notice of the registration or attempted registration of the Warrant Shares.

1.2 Procedure for Exercising Warrant. This Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the “Exercise Date”):

1.2.1 A completed Exercise Agreement, as described in Section 1.3 below, executed by the person exercising all or part of

the purchase rights represented by this Warrant (the “Purchaser”);

1.2.2 This Warrant;

1.2.3 If this Warrant is not registered in the name of the Purchaser, an Assignment in the form set forth in Exhibit B, evidencing the assignment of this Warrant to the Purchaser and the consent of the Company thereto; and

1.2.4 A check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise.

Certificates representing shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within 10 days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised. Company will deliver such new Warrant to the person designated to receive it in the Exercise Agreement.

The Common Stock issuable upon the exercise of this Warrant will be deemed to have been issued to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record Holder of such Common Stock on the Exercise Date.

The issuance of certificates for shares of Common Stock upon exercise of this Warrant will be made without charge to the Holder or the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares.

If, during the first year of the term of the Warrants, the Company files a registration statement for the Public Offering then the Warrants will not be exercisable until the earlier of 90 days after Public Offering closes and one (1) year after filing the Public Offering registration statement.

1.3 Exercise Agreement. The Exercise Agreement will be substantially in the form set forth in Exhibit A hereto, except that if the shares of Common Stock are not to be issued in the name of the Holder, the Exercise Agreement will also state the name of the person to whom the certificates representing the shares of Common Stock are to be issued, and if the number of shares of Common Stock to be issued does not include all the shares of Common Stock purchasable hereunder, it will also state the name of the person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered.

1.4 Fractional Shares. The Company is not required to issue any fraction of a share of Common Stock upon exercise of this Warrant.

1.5 Securities Acts Compliance. As a condition to its delivery of the certificates representing the Common Stock, the Company may require the Purchaser to deliver to the Company, in writing, representations regarding the Purchaser’s sophistication, investment intent, acquisition for his, her or its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering, and Company may place conspicuously upon each certificate representing the Common Stock a legend restricting the assignment, transfer or other disposition of the shares of Common Stock, unless such shares have been registered or qualified under the Act and applicable blue sky laws or there has been delivered to the Company an opinion of counsel, satisfactory to the Company, to the effect that such registration and qualification is not required.

2 Subdivision or Combination of Shares. If the Company at any time subdivides its outstanding shares of Common Stock into a greater number of shares (including a stock split effected as a stock dividend) or combines its outstanding shares of Common Stock into a lesser number of shares, the number of shares issuable upon exercise of this Warrant will be adjusted to such number as is obtained by multiplying the number of shares issuable upon exercise of this Warrant immediately prior to such subdivision or combination by a fraction, the numerator of which is the aggregate number of shares of Common Stock outstanding immediately after giving effect to such subdivision or combination and the denominator of which is the aggregate number of shares of Common Stock outstanding immediately prior to such subdivision or combination, and the Exercise Price will be correspondingly adjusted to such amount as will, when multiplied by the number of shares issuable upon full exercise of this Warrant (as increased or decreased to reflect each subdivision or combination of outstanding shares of Common Stock, as the case may be), equal the product of the Exercise Price in effect immediately prior to such subdivision or combination multiplied by the number of shares issuable upon exercise of this Warrant immediately prior to such subdivision or combination.

2.1 Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company’s assets to another corporation, is effected after the date hereof in such a way that holders of Common Stock will be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision will be made whereby the Holder will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision will be made with respect to the rights and interests of the Holder to the end that the provisions of this

Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares issuable upon the exercise of this Warrant) will thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company will not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets assumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

2.2 Piggyback Registration Rights. The Company will utilize it reasonable best efforts to file a resale registration statement to register the Warrant Shares on the first applicable Registration Statement filed by the Company with the U.S. Securities & Exchange Commission following the Date of Issuance.

3 Cashless Conversion Rights. In lieu of exercising Warrants pursuant to the provisions of Section 1.2, the Holder shall have the right to require the Company to convert the Warrants, in whole or in part and at any time or times (the “Cashless Conversion Right”), into Warrant Shares, as follows: upon exercise of the Cashless Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Warrant Shares equal to the quotient obtained by dividing:

(i) the difference of:

A. the aggregate Fair Market Value immediately prior to the exercise of the Conversion Right for all Warrant Shares issuable upon exercise of the portion of the Warrants being converted, less

B. the aggregate Exercise Price for all such Warrant Shares immediately prior to the exercise of the Conversion right,

By

(ii) the Fair Market Value of one Share immediately prior to the exercise of the Cashless Conversion Right.

For the purpose of this agreement, the “Fair Market Value” shall equal the average 4 PM NY Time closing bid price as reported on the Bloomberg system for the 10 trading days ending on the trading day immediately preceding the delivery of an exercise notice to the Company.

Upon exercise of any Warrants hereunder the Company shall issue and cause to be delivered to or upon the written order of the registered Holders of such Warrants and in such name and names as such registered holders may designate, a certificate for the Warrant Share or Warrant Shares issued upon such exercise of such Warrants. Any Persons so designated to be named therein shall be deemed to have become holders of recorded of such Warrant Share or Warrant Shares as of the date of exercise of such Warrants. If less than all of the Warrants evidenced by a Warrant certificate are exercised at any time, a new Warrant certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant certificate.

Company hereby agrees to fully cooperate with Holder in connection with Holder’s exercise of the Warrant and sale of the subject shares. Such cooperation by Company shall include, without limitation, taking all actions necessary and appropriate (including, without limitation, directing Company counsel to issue an appropriate opinion letter at the Company’s expense) to facilitate removal of the restrictive legend from the subject shares, in order to enable Holder to sell the subject shares pursuant to Rule 144 immediately following the one year anniversary of the date hereof.

Holder shall have the right to sell the underlying shares of common stock of Company following the first anniversary of the date hereof, in accordance with Rule 144.

3. Warrants Not Callable. The Warrants will be non-callable.

4. Notice to Holder of Adjustment. Whenever the number of shares purchasable upon exercise of this Warrant or the Exercise Price is adjusted as herein provided, the Company will cause to be mailed to the Holder notice setting forth the adjusted number of shares purchasable upon the exercise of the Warrant and the adjusted Exercise Price and showing in reasonable detail the computation of the adjustment and the facts upon which such adjustment is based.

5. Prior Notice as to Certain Events. In the event the Company pays any dividend payable in cash or stock upon its Common Stock or makes any distribution to the holders of its Common Stock, then the Company will give prior written notice, by first class mail, postage prepaid, addressed to the Holder at the address of such Holder as shown on the books of Company, of the date on which (i) the books of Company will close or a record taken for such dividend or distribution. Such notice will also specify the date as of which the holders of the Common Stock of record will participate in said dividend or distribution. Such written notice will be given not less than 20 days prior to the record date in respect thereto.

6. Reservation of Common Stock. Not later than the date hereof, the Company will have authorized Common Stock in an amount sufficient to permit the exercise in full of this Warrant. At all times from and after such date, the Company will reserve and keep available for issuance upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit such exercise. Upon issuance, such shares of Common Stock will be validly issued, fully paid and nonassessable.

7. No Voting Rights; Limitations of Liability. This Warrant does not confer upon the Holder hereof any voting rights or other rights as a stockholder of the Company, either at law or equity. The rights of the Holder are limited to those expressed herein and the Holder by acceptance hereof, consents to and agrees to be bound by and to comply with all the provisions of this Warrant. No provision of this Warrant, in the absence of affirmative action by the Holder to purchase Common Stock, and no enumeration in this Warrant of the rights or privileges of the Holder, will give rise to any liability of such Holder for the Exercise Price of Common Stock purchasable by exercise hereof or as a stockholder of Company.

8. Restrictions on Transfer of Warrant. This Warrant and the Holder’s rights hereunder may not be transferred, assigned or subjected to a pledge or security interest without the prior written consent of the Company and unless transferred by surrender of this Warrant with a properly executed Assignment (in the form of Exhibit B hereto) at the principal office of the Company. If the Company determines that the proposed assignment is permitted pursuant to the provisions hereof and the requirements of applicable securities law, the Company will register the assignment of this Warrant in accordance with the information contained in the Assignment and will, without charge, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such assignment instrument and this Warrant will promptly be cancelled. Conditions to the transfer of this Warrant or any portion thereof will be that (i) the Holder must deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer will not be in violation of the Act or of any applicable state law and that (ii) the proposed transferee deliver to the Company his, her or its written agreement to accept and be bound by all of the terms and conditions of this Warrant. The date the Company initially issues this Warrant will be deemed to be the “Date of Issuance” of this Warrant regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant are issued.

The Holder acknowledges that this Warrant has not been registered under the Act, and, except in the limited instance described in Section 6(a) above, agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (i) an effective registration statement as to this Warrant or such Common Stock under the Act, or (ii) an opinion of counsel for Company to the effect that such registration is not, under the circumstances, required.

9. Miscellaneous.

9.1. Waiver. No delay or failure of the Holder in exercising any right, power, privilege or remedy under this Warrant will affect such right, power, privilege or remedy or be deemed to be a waiver of the same or any part thereof, nor will any single or partial exercise thereof or any failure to exercise the same in any instance preclude any further or future exercise thereof, or the exercise of any other right, power, privilege or remedy.

9.2. Notices. All notices, requests and consents hereunder must be in writing. Notices, requests and consents to the Company will be effectively given and delivered when (a) sent by facsimile to the Company at (913) 312-0264 or (b) mailed by first class mail, postage prepaid, to the Company at its offices at 16801 West 116th Street, Lenexa, KS 66219. Notices, requests, and consents to the Holder will be effectively given and delivered when sent by facsimile or mailed by first class mail, postage prepaid, to the Holder at the facsimile number or address of the Holder appearing on the books and records of the Company. Either party by notice to the other may from time to time change the facsimile number or address for any such notice, request, or consent.

9.3. Governing Law; Venue. This Warrant and all rights and obligations hereunder, including matters of construction, validity, and performance, will be governed by and construed and interpreted in accordance with the laws of the State of Colorado, without regard to the choice or conflicts of laws rules of such state. The parties agree that venue for any suit, action, proceeding or litigation arising out of or in relation to this Agreement will be in any federal or state court in the State of Colorado having subject matter jurisdiction.

9.4. Successors. This Warrant will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Warrant may not be assigned without the prior written consent of the Company.

9.5. Headings and Exhibits. The headings used in this Warrant are for convenience only and will not constitute a part of this Warrant. All of the exhibits attached hereto are incorporated herein and made a part of this Warrant by reference thereto.

9.6. Defined Terms. Any defined term utilized herein shall be defined as provided for herein or as defined in the Principal Terms of the Financing Terms Agreement (hereinafter “Principal Terms”), attached hereto as Exhibit “A”. To the extent there exists any conflict in the definition of a term, the definition contained in the Principal Terms shall control.

IN WITNESS WHEREOF, this Warrant has been executed and delivered by a duly authorized representative of the Company on the day and year first above written.

ICOP Digital, Inc.
By:
	David C. Owen, President/CEO

EXHIBIT “A”

Exercise Agreement

To: ICOP DIGITAL, INC Dated:                         

The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to subscribe for and purchase                                                                       shares of the Common Stock covered by such Warrant and makes payment herewith in full for such Common Stock at the price per share provided by such Warrant.

The undersigned requests that a certificate for the shares of Common Stock be issued as follows:

Name:

Address:

and, if said number of shares is not all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance of the remaining shares of Common Stock purchasable under the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below:

Name:

Address:

Dated:                         

HOLDER:

Signature:

EXHIBIT “B”

Assignment

To be executed by the registered Holder to request a permitted transfer of the attached Warrant.

FOR VALUE RECEIVED
	(“Assignor”)
hereby sells, assigns and transfers unto
	(“Assignee”)
(Name)
(Address)

the right to purchase shares of Common Stock of ICOP DIGITAL, INC. evidenced by the attached Warrant, together with all right, title and interest therein, and does irrevocably constitute and appoint                                                               attorney to transfer the said right on the books of said corporation with full power of substitution in the premises.

Date:	_________________________	Assignor:
		By
		Its
		Signature:
APPROVED:		ICOP DIGITAL, INC
Date:	_________________________
		By
		Its
		Signature

EX-4.9

Exhibit 4.9

THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE WARRANTS UNDER SUCH ACT, OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

ICOP DIGITAL, INC.

WARRANT

Warrant to Purchase Shares of Common Stock November 21, 2005

This certifies that pursuant to the terms of this Common Stock Warrant (this “Warrant”), for value received, ICOP Digital, Inc, a Colorado corporation (the “Company”), hereby grants to Lou Anemone (the “Holder”), or its registered assigns, the right to purchase from the Company Twenty-Five Thousand (25,000) shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of Seven & 50/100 Dollars ($7.50) per Warrant Share, (the “Exercise Price”) upon the terms contained herein.

1. Exercise of Warrant.

1.1 Vesting; Exercise Period. The Warrant Shares shall vest and be exercisable as follows: (a) Five Thousand (5,000) Warrant Shares upon the Date of Issuance, and (b) Ten Thousand (10,000) Warrant Shares on May 21, 2006, and (c) Ten Thousand (10,000) Warrant Shares on November 21, 2006, unless the Independent Contractor Service Agreement entered into on or about November 21, 2005 by and between Company and Holder is terminated prior to such vesting date, in which case, all Warrant Shares which have not vested shall be cancelled and shall be null and void. Subject to the vesting schedule and except as restricted as set forth in § 1.2 below, Holder may exercise this Warrant, in whole or in part, at any time and from time to time after September 28, 2005, (“Date of Issuance”) and prior to 5:00 p.m. Lenexa, Kansas time, on November 20, 2010 (the “Expiration Date”).

1.2 Procedure for Exercising Warrant. This Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the “Exercise Date”):

1.2.1 A completed Exercise Agreement, as described in Section 1.3 below, executed by the person exercising all or part of the purchase rights represented by this Warrant (the “Purchaser”);

1.2.2 This Warrant;

1.2.3 If this Warrant is not registered in the name of the Purchaser, an Assignment in the form set forth in Exhibit B, evidencing the assignment of this Warrant to the Purchaser and the consent of the Company thereto; and

1.2.4 A check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise.

Certificates representing shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within 10 days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised. Company will deliver such new Warrant to the person designated to receive it in the Exercise Agreement.

The Common Stock issuable upon the exercise of this Warrant will be deemed to have been issued to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record Holder of such Common Stock on the Exercise Date.

The issuance of certificates for shares of Common Stock upon exercise of this Warrant will be made without charge to the Holder or the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares.

If, during the first year of the term of the Warrants, the Company files a registration statement for the Public Offering then the Warrants will not be exercisable until the earlier of 90 days after Public Offering closes and one (1) year after filing the Public Offering registration statement.

1.3 Exercise Agreement. The Exercise Agreement will be substantially in the form set forth in Exhibit A hereto, except that if the shares of Common Stock are not to be issued in the name of the Holder, the Exercise Agreement will also state the name of the person to whom the certificates representing the shares of Common Stock are to be issued, and if the number of shares of Common Stock to be issued does not include all the shares of Common Stock purchasable hereunder, it will also state the name of the person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered.

1.4 Fractional Shares. The Company is not required to issue any fraction of a share of Common Stock upon exercise of this Warrant.

1.5 Securities Acts Compliance. As a condition to its delivery of the certificates representing the Common Stock, the Company may require the Purchaser to deliver to the Company, in writing, representations regarding the Purchaser’s

sophistication, investment intent, acquisition for his, her or its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering, and Company may place conspicuously upon each certificate representing the Common Stock a legend restricting the assignment, transfer or other disposition of the shares of Common Stock, unless such shares have been registered or qualified under the Act and applicable blue sky laws or there has been delivered to the Company an opinion of counsel, satisfactory to the Company, to the effect that such registration and qualification is not required.

2 Subdivision or Combination of Shares. If the Company at any time subdivides its outstanding shares of Common Stock into a greater number of shares (including a stock split effected as a stock dividend) or combines its outstanding shares of Common Stock into a lesser number of shares, the number of shares issuable upon exercise of this Warrant will be adjusted to such number as is obtained by multiplying the number of shares issuable upon exercise of this Warrant immediately prior to such subdivision or combination by a fraction, the numerator of which is the aggregate number of shares of Common Stock outstanding immediately after giving effect to such subdivision or combination and the denominator of which is the aggregate number of shares of Common Stock outstanding immediately prior to such subdivision or combination, and the Exercise Price will be correspondingly adjusted to such amount as will, when multiplied by the number of shares issuable upon full exercise of this Warrant (as increased or decreased to reflect each subdivision or combination of outstanding shares of Common Stock, as the case may be), equal the product of the Exercise Price in effect immediately prior to such subdivision or combination multiplied by the number of shares issuable upon exercise of this Warrant immediately prior to such subdivision or combination.

2.1 Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company’s assets to another corporation, is effected after the date hereof in such a way that holders of Common Stock will be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision will be made whereby the Holder will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision will be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares issuable upon the exercise of this Warrant) will thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company will not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting

from such consolidation or merger or the corporation purchasing such assets assumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

2.2 Piggyback Registration Rights. The Company will utilize it reasonable best efforts to file a resale registration statement to register the Warrant Shares on the first applicable Registration Statement filed by the Company with the U.S. Securities & Exchange Commission following the Date of Issuance.

3. Warrants Not Callable. The Warrants will be non-callable.

4. Notice to Holder of Adjustment. Whenever the number of shares purchasable upon exercise of this Warrant or the Exercise Price is adjusted as herein provided, the Company will cause to be mailed to the Holder notice setting forth the adjusted number of shares purchasable upon the exercise of the Warrant and the adjusted Exercise Price and showing in reasonable detail the computation of the adjustment and the facts upon which such adjustment is based.

5. Prior Notice as to Certain Events. In the event the Company pays any dividend payable in cash or stock upon its Common Stock or makes any distribution to the holders of its Common Stock, then the Company will give prior written notice, by first class mail, postage prepaid, addressed to the Holder at the address of such Holder as shown on the books of Company, of the date on which (i) the books of Company will close or a record taken for such dividend or distribution. Such notice will also specify the date as of which the holders of the Common Stock of record will participate in said dividend or distribution. Such written notice will be given not less than 20 days prior to the record date in respect thereto.

6. Reservation of Common Stock. Not later than the date hereof, the Company will have authorized Common Stock in an amount sufficient to permit the exercise in full of this Warrant. At all times from and after such date, the Company will reserve and keep available for issuance upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit such exercise. Upon issuance, such shares of Common Stock will be validly issued, fully paid and nonassessable.

7. No Voting Rights; Limitations of Liability. This Warrant does not confer upon the Holder hereof any voting rights or other rights as a stockholder of the Company, either at law or equity. The rights of the Holder are limited to those expressed herein and the Holder by acceptance hereof, consents to and agrees to be bound by and to comply with all the provisions of this Warrant. No provision of this Warrant, in the absence of affirmative action by the Holder to purchase Common Stock, and no enumeration in this Warrant of the rights or privileges of the Holder, will give rise to any liability of such Holder for the Exercise Price of Common Stock purchasable by exercise hereof or as a stockholder of Company.

8. Restrictions on Transfer of Warrant. This Warrant and the Holder’s rights hereunder may not be transferred, assigned or subjected to a pledge or security interest without the prior written consent of the Company and unless transferred by surrender of this Warrant with a properly executed Assignment (in the form of Exhibit B hereto) at the principal office of the Company. If the Company determines that the proposed assignment is permitted pursuant to the provisions hereof and the requirements of applicable securities law, the Company will register the assignment of this Warrant in accordance with the information contained in the Assignment and will, without charge, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such assignment instrument and this Warrant will promptly be cancelled. Conditions to the transfer of this Warrant or any portion thereof will be that (i) the Holder must deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer will not be in violation of the Act or of any applicable state law and that (ii) the proposed transferee deliver to the Company his, her or its written agreement to accept and be bound by all of the terms and conditions of this Warrant. The date the Company initially issues this Warrant will be deemed to be the “Date of Issuance” of this Warrant regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant are issued.

The Holder acknowledges that this Warrant has not been registered under the Act, and, except in the limited instance described in Section 6(a) above, agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (i) an effective registration statement as to this Warrant or such Common Stock under the Act, or (ii) an opinion of counsel for Company to the effect that such registration is not, under the circumstances, required.

9. Miscellaneous.

9.1. Waiver. No delay or failure of the Holder in exercising any right, power, privilege or remedy under this Warrant will affect such right, power, privilege or remedy or be deemed to be a waiver of the same or any part thereof, nor will any single or partial exercise thereof or any failure to exercise the same in any instance preclude any further or future exercise thereof, or the exercise of any other right, power, privilege or remedy.

9.2. Notices. All notices, requests and consents hereunder must be in writing. Notices, requests and consents to the Company will be effectively given and delivered when (a) sent by facsimile to the Company at (913) 312-0264 or (b) mailed by first class mail, postage prepaid, to the Company at its offices at 16801 West 116th Street, Lenexa, KS 66219. Notices, requests, and consents to the Holder will be effectively given and delivered when sent by facsimile or mailed by first class mail, postage prepaid, to the Holder at the facsimile number or address of the Holder appearing on the books and records of the Company. Either party by notice to the other may from time to time change the facsimile number or address for any such notice, request, or consent.

9.3. Governing Law; Venue. This Warrant and all rights and obligations hereunder, including matters of construction, validity, and performance, will be governed by and construed and interpreted in accordance with the laws of the State of Colorado, without regard to the choice or conflicts of laws rules of such state. The parties agree that venue for any suit, action, proceeding or litigation arising out of or in relation to this Agreement will be in any federal or state court in the State of Colorado having subject matter jurisdiction.

9.4. Successors. This Warrant will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Warrant may not be assigned without the prior written consent of the Company.

9.5. Headings and Exhibits. The headings used in this Warrant are for convenience only and will not constitute a part of this Warrant. All of the exhibits attached hereto are incorporated herein and made a part of this Warrant by reference thereto.

9.6. Defined Terms. Any defined term utilized herein shall be defined as provided for herein or as defined in the Principal Terms of the Financing Terms Agreement (hereinafter “Principal Terms”), attached hereto as Exhibit “A”. To the extent there exists any conflict in the definition of a term, the definition contained in the Principal Terms shall control.

IN WITNESS WHEREOF, this Warrant has been executed and delivered by a duly authorized representative of the Company on the day and year first above written.

ICOP Digital, Inc.
By:
	David C. Owen, President/CEO

EXHIBIT “A”

Exercise Agreement

To: ICOP DIGITAL, INC Dated: ___________________

The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to subscribe for and purchase                                                                   shares of the Common Stock covered by such Warrant and makes payment herewith in full for such Common Stock at the price per share provided by such Warrant.

The undersigned requests that a certificate for the shares of Common Stock be issued as follows:

Name:

Address:

and, if said number of shares is not all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance of the remaining shares of Common Stock purchasable under the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below:

Name:

Address:

Dated:

HOLDER:

Signature:

EXHIBIT “B”

Assignment

To be executed by the registered Holder to request a permitted transfer of the attached Warrant.

FOR VALUE RECEIVED
	(“Assignor”)
hereby sells, assigns and transfers unto
	(“Assignee”)
(Name)
(Address)

the right to purchase shares of Common Stock of ICOP DIGITAL, INC. evidenced by the attached Warrant, together with all right, title and interest therein, and does irrevocably constitute and appoint                                                               attorney to transfer the said right on the books of said corporation with full power of substitution in the premises.

Date:	_________________________	Assignor:
		By
		Its
		Signature:
APPROVED:		ICOP DIGITAL, INC
Date:	_________________________
		By
		Its
		Signature

EX-4.10

EXHIBIT 4.10

THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE WARRANTS UNDER SUCH ACT, OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

ICOP DIGITAL, INC.

WARRANT

Warrant to Purchase Shares of Common Stock December 13, 2005

This certifies that pursuant to the terms of this Common Stock Warrant (this “Warrant”), for value received, ICOP Digital, Inc, a Colorado corporation (the “Company”), hereby grants to                      (the “Holder”), or their registered assigns, the right to purchase from the Company                      (                    ) shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of Six and 535/1000 Dollars ($6.535) per Warrant Share, (the “Exercise Price”) upon the terms contained herein.

1. Exercise of Warrant.

1.1 Vesting; Exercise Period. The Warrant Shares shall vest and be exercisable immediately. Except as specifically provided for herein, including, but not limited to the provisions set forth in § 1.2 below, Holder may exercise this Warrant, in whole or in part, at any time and from time to time after December 13, 2005, (“Date of Issuance”) and prior to 5:00 p.m. Lenexa, Kansas time, on December 31, 2009 (the “Expiration Date”).

1.2 Procedure for Exercising Warrant. This Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the “Exercise Date”):

1.2.1 A completed Exercise Agreement, as described in Section 1.3 below, executed by the person exercising all or part of the purchase rights represented by this Warrant (the “Purchaser”);

1.2.2 This Warrant;

1.2.3 If this Warrant is not registered in the name of the Purchaser, an Assignment in the form set forth in Exhibit B, evidencing the assignment of this Warrant to the Purchaser and the consent of the Company thereto; and

1.2.4 A check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise.

Certificates representing shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within 10 days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised. Company will deliver such new Warrant to the person designated to receive it in the Exercise Agreement.

The Common Stock issuable upon the exercise of this Warrant will be deemed to have been issued to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record Holder of such Common Stock on the Exercise Date.

The issuance of certificates for shares of Common Stock upon exercise of this Warrant will be made without charge to the Holder or the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares.

If, during the first year of the term of the Warrants, the Company files a registration statement for the Public Offering then the Warrants will not be exercisable until the earlier of 90 days after Public Offering closes and one (1) year after filing the Public Offering registration statement.

1.3 Exercise Agreement. The Exercise Agreement will be substantially in the form set forth in Exhibit A hereto, except that if the shares of Common Stock are not to be issued in the name of the Holder, the Exercise Agreement will also state the name of the person to whom the certificates representing the shares of Common Stock are to be issued, and if the number of shares of Common Stock to be issued does not include all the shares of Common Stock purchasable hereunder, it will also state the name of the person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered.

1.4 Fractional Shares. The Company is not required to issue any fraction of a share of Common Stock upon exercise of this Warrant.

1.5 Securities Acts Compliance. As a condition to its delivery of the certificates representing the Common Stock, the Company may require the Purchaser to deliver to the Company, in writing, representations regarding the Purchaser’s sophistication, investment intent, acquisition for his, her or its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering, and Company may place conspicuously upon each certificate representing the Common Stock a legend restricting the assignment, transfer or

other disposition of the shares of Common Stock, unless such shares have been registered or qualified under the Act and applicable blue sky laws or there has been delivered to the Company an opinion of counsel, satisfactory to the Company, to the effect that such registration and qualification is not required.

2 Subdivision or Combination of Shares. If the Company at any time subdivides its outstanding shares of Common Stock into a greater number of shares (including a stock split effected as a stock dividend) or combines its outstanding shares of Common Stock into a lesser number of shares, the number of shares issuable upon exercise of this Warrant will be adjusted to such number as is obtained by multiplying the number of shares issuable upon exercise of this Warrant immediately prior to such subdivision or combination by a fraction, the numerator of which is the aggregate number of shares of Common Stock outstanding immediately after giving effect to such subdivision or combination and the denominator of which is the aggregate number of shares of Common Stock outstanding immediately prior to such subdivision or combination, and the Exercise Price will be correspondingly adjusted to such amount as will, when multiplied by the number of shares issuable upon full exercise of this Warrant (as increased or decreased to reflect each subdivision or combination of outstanding shares of Common Stock, as the case may be), equal the product of the Exercise Price in effect immediately prior to such subdivision or combination multiplied by the number of shares issuable upon exercise of this Warrant immediately prior to such subdivision or combination.

2.1 Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company’s assets to another corporation, is effected after the date hereof in such a way that holders of Common Stock will be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision will be made whereby the Holder will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision will be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares issuable upon the exercise of this Warrant) will thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company will not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets assumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock,

securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

2.2 Piggyback Registration Rights. The Company will utilize it reasonable best efforts to file a resale registration statement to register the Warrant Shares on the first applicable Registration Statement filed by the Company with the U.S. Securities & Exchange Commission following the Date of Issuance.

3. Warrants Not Callable. The Warrants will be non-callable.

4. Notice to Holder of Adjustment. Whenever the number of shares purchasable upon exercise of this Warrant or the Exercise Price is adjusted as herein provided, the Company will cause to be mailed to the Holder notice setting forth the adjusted number of shares purchasable upon the exercise of the Warrant and the adjusted Exercise Price and showing in reasonable detail the computation of the adjustment and the facts upon which such adjustment is based.

5. Prior Notice as to Certain Events. In the event the Company pays any dividend payable in cash or stock upon its Common Stock or makes any distribution to the holders of its Common Stock, then the Company will give prior written notice, by first class mail, postage prepaid, addressed to the Holder at the address of such Holder as shown on the books of Company, of the date on which (i) the books of Company will close or a record taken for such dividend or distribution. Such notice will also specify the date as of which the holders of the Common Stock of record will participate in said dividend or distribution. Such written notice will be given not less than 20 days prior to the record date in respect thereto.

6. Reservation of Common Stock. Not later than the date hereof, the Company will have authorized Common Stock in an amount sufficient to permit the exercise in full of this Warrant. At all times from and after such date, the Company will reserve and keep available for issuance upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit such exercise. Upon issuance, such shares of Common Stock will be validly issued, fully paid and nonassessable.

7. No Voting Rights; Limitations of Liability. This Warrant does not confer upon the Holder hereof any voting rights or other rights as a stockholder of the Company, either at law or equity. The rights of the Holder are limited to those expressed herein and the Holder by acceptance hereof, consents to and agrees to be bound by and to comply with all the provisions of this Warrant. No provision of this Warrant, in the absence of affirmative action by the Holder to purchase Common Stock, and no enumeration in this Warrant of the rights or privileges of the Holder, will give rise to any liability of such Holder for the Exercise Price of Common Stock purchasable by exercise hereof or as a stockholder of Company.

8. Restrictions on Transfer of Warrant. This Warrant and the Holder’s rights hereunder may not be transferred, assigned or subjected to a pledge or security interest

without the prior written consent of the Company and unless transferred by surrender of this Warrant with a properly executed Assignment (in the form of Exhibit B hereto) at the principal office of the Company. If the Company determines that the proposed assignment is permitted pursuant to the provisions hereof and the requirements of applicable securities law, the Company will register the assignment of this Warrant in accordance with the information contained in the Assignment and will, without charge, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such assignment instrument and this Warrant will promptly be cancelled. Conditions to the transfer of this Warrant or any portion thereof will be that (i) the Holder must deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer will not be in violation of the Act or of any applicable state law and that (ii) the proposed transferee deliver to the Company his, her or its written agreement to accept and be bound by all of the terms and conditions of this Warrant. The date the Company initially issues this Warrant will be deemed to be the “Date of Issuance” of this Warrant regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant are issued.

The Holder acknowledges that this Warrant has not been registered under the Act, and, except in the limited instance described in Section 6(a) above, agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (i) an effective registration statement as to this Warrant or such Common Stock under the Act, or (ii) an opinion of counsel for Company to the effect that such registration is not, under the circumstances, required.

9. Miscellaneous.

9.1. Waiver. No delay or failure of the Holder in exercising any right, power, privilege or remedy under this Warrant will affect such right, power, privilege or remedy or be deemed to be a waiver of the same or any part thereof, nor will any single or partial exercise thereof or any failure to exercise the same in any instance preclude any further or future exercise thereof, or the exercise of any other right, power, privilege or remedy.

9.2. Notices. All notices, requests and consents hereunder must be in writing. Notices, requests and consents to the Company will be effectively given and delivered when (a) sent by facsimile to the Company at (913) 312-0264 or (b) mailed by first class mail, postage prepaid, to the Company at its offices at 16801 West 116th Street, Lenexa, KS 66219. Notices, requests, and consents to the Holder will be effectively given and delivered when sent by facsimile or mailed by first class mail, postage prepaid, to the Holder at the facsimile number or address of the Holder appearing on the books and records of the Company. Either party by notice to the other may from time to time change the facsimile number or address for any such notice, request, or consent.

9.3. Governing Law; Venue. This Warrant and all rights and obligations hereunder, including matters of construction, validity, and performance, will be governed by and construed and interpreted in accordance with the laws of the State of Colorado,

without regard to the choice or conflicts of laws rules of such state. The parties agree that venue for any suit, action, proceeding or litigation arising out of or in relation to this Agreement will be in any federal or state court in the State of Colorado having subject matter jurisdiction.

9.4. Successors. This Warrant will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Warrant may not be assigned without the prior written consent of the Company.

9.5. Headings and Exhibits. The headings used in this Warrant are for convenience only and will not constitute a part of this Warrant. All of the exhibits attached hereto are incorporated herein and made a part of this Warrant by reference thereto.

9.6. Defined Terms. Any defined term utilized herein shall be defined as provided for herein or as defined in the Principal Terms of the Financing Terms Agreement (hereinafter “Principal Terms”), attached hereto as Exhibit “A”. To the extent there exists any conflict in the definition of a term, the definition contained in the Principal Terms shall control.

IN WITNESS WHEREOF, this Warrant has been executed and delivered by a duly authorized representative of the Company on the day and year first above written.

ICOP Digital, Inc.
By:	/s/    DAVID C. OWEN
	David C. Owen, President/CEO

EXHIBIT “A”

Exercise Agreement

To: ICOP DIGITAL, INC Dated: ___________________

The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to subscribe for and purchase                                                                       shares of the Common Stock covered by such Warrant and makes payment herewith in full for such Common Stock at the price per share provided by such Warrant.

The undersigned requests that a certificate for the shares of Common Stock be issued as follows:

Name:

Address:

and, if said number of shares is not all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance of the remaining shares of Common Stock purchasable under the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below:

Name:

Address:

Dated: _________________________

HOLDER:

Signature:

EXHIBIT “B”

Assignment

To be executed by the registered Holder to request a permitted transfer of the attached Warrant.

FOR VALUE RECEIVED

	(“Assignor”)
hereby sells, assigns and transfers unto

	(“Assignee”)
(Name)

(Address)

the right to purchase shares of Common Stock of ICOP DIGITAL, INC. evidenced by the attached Warrant, together with all right, title and interest therein, and does irrevocably constitute and appoint                                                                   attorney to transfer the said right on the books of said corporation with full power of substitution in the premises.

Date:	_________________________	Assignor:
		By
		Its
		Signature:

APPROVED:		ICOP DIGITAL, INC
Date:	_________________________	By
		Its
		Signature

EX-5.1

Exhibit 5.1

Tel 503 243 2300 Fax 503 241 8014 Holland & Knight LLP 2300 US Bancorp Tower 111 S.W. Fifth Avenue Portland, OR 97204 www.hklaw.com

January 4, 2006

ICOP Digital, Inc.

16801 W. 116^th Street

Lenexa, Kansas 66219

Re: ICOP Digital, Inc.

Registration Statement on Form S-3, filed January 4, 2006

Gentlemen:

We are acting as counsel to ICOP Digital, Inc., a Colorado corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Registration Statement on Form S-3 (the “Registration Statement”). The Registration Statement covers (a) 650,000 shares of the Company’s common stock, no par value (the “Common Stock”), issued in a private transaction in December 2005 (the “PIPE Shares”); (b) 227,500 warrants, each to purchase one share of Common Stock, issued in a private transaction in December 2005 (the “PIPE Warrants”); (c) 65,000 shares of Common Stock issuable upon exercise of a purchase warrant (the “Purchase Warrant”) granted to the placement agent in the December 2005 private transaction (the “Agent Shares”); (d) 22,750 warrants, each identical to a PIPE Warrant, issuable upon exercise of the Purchase Warrant (the “Agent Warrants”); (e) 250,250 shares of Common Stock issuable upon exercise of the PIPE Warrants and Agent Warrants; and (f) 669,981 shares of Common Stock issuable on exercise of other common stock purchase warrants (the “Private Warrants”). The PIPE Warrants and the Agent Warrants are exercisable pursuant to the terms of the Warrant Agreement between the Company and Computershare Trust Services, dated as of December 8, 2005 (the “Warrant Agreement”). The PIPE Warrants, the Agent Warrants and the Private Warrants are referred to herein collectively as the “Warrants.” The shares of Common Stock issued or issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares.”

In our capacity as such counsel, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement, the Warrants, the Warrant Agreement and such corporate records, documents, certificates and other agreements and instruments as we have deemed necessary or appropriate to enable us to render the opinions hereinafter expressed. In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of any of the Warrant Shares, Agent Shares and Agent Warrants, there will not have occurred any change in law affecting the validity or enforceability of the Warrants or the Purchase Warrant, or of the securities underlying them.

Annapolis  •  Atlanta  •  Bethesda  •  Boston  •  Bradenton  •  Chicago  •  Fort Lauderdale   •  Jacksonville  •  Lakeland  •  Los Angeles

Miami  •  New York  •  Northern Virginia  •  Orlando  •  Portland  •  Providence  •  Rancho Santa Fe  •  Sacramento  •  St. Petersburg

San Antonio  •  San Francisco  •  Seattle  •  Tallahassee  •  Tampa  •  Washington, D.C.  •  West Palm Beach

Beijing   •  Caracas*  •  Helsinki*  •  Mexico City  •  Tel Aviv*  •  Tokyo  •  *Representative Office

ICOP Digital, Inc.

January 4, 2006

Page 2

Based on and subject to the foregoing, and having regard for such legal considerations as we deem relevant, we are of the following opinions:

1. The PIPE Shares and PIPE Warrants have been validly issued, fully paid and non-assessable.

2. When issued and sold by the Company against payment therefor pursuant to the terms of the Purchase Warrant, the Agent Shares and Agent Warrants will be validly issued, fully paid and non-assessable.

3. When issued and sold by the Company against payment therefor pursuant to the terms of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable.

We are members of the bar of the State of Oregon and are expressing our opinion only as to matters of Oregon law and the corporation law of the of the State of Colorado, including the statutory provisions, all applicable provisions of the Colorado constitution and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the heading “Legal Matters” in the related prospectus.

Very truly yours,

HOLLAND & KNIGHT LLP

/s/ Holland & Knight LLP

EX-23.1

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Securities and Exchange Commission

Washington, D.C. 20549

We consent to the incorporation by reference in this Registration Statement on Form S-3 of ICOP Digital, Inc. of our report dated March 11, 2005 (except as to notes 1, 7, 10 and 11 which are dated June 21, 2005) for the year ended December 31, 2004, and to all references to our Firm included in the Registration Statement and the related prospectus.

/s/ Cordovano and Honeck LLP

(formerly Cordovano and Honeck, P.C.)

Denver, Colorado

January 4, 2006