0001193125-05-240136 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 9th, 2005 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas

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

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 9th, 2005 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas

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

Amendment No. 1 to Securities Purchase Agreement
Securities Purchase Agreement • December 9th, 2005 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment

Capitalized terms used herein and not otherwise defined have the meanings given them in the Securities Purchase Agreement dated as of December 1, 2005 (the “Agreement”) between ICOP Digital, Inc., a Colorado corporation (the “Company”), and the investors named on the signature pages to that Agreement (the “Investors”).

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