Internal Revenue Code Uses in Indemnification of Owen Clause

Indemnification of Owen from Agreement

THIS AGREEMENT (Agreement) entered into effective on this the 10th day of July, 2008, by and between ICOP DIGITAL, INC., a Colorado corporation, (the Company) and DAVID C. OWEN, (Owen).

Indemnification of Owen. The parties hereto intend and assume that the cancellation of the Stock Grant and restructuring of Owens Prior Stock Options comply with the Internal Revenue Code and rules promulgated thereunder, including, but not limited to Section 409A of the Internal Revenue Code regarding nonqualified deferred compensation. To the extent that the entry into this Agreement is found not to be in compliance with any such rule, the Company agrees to indemnify, save and hold Owen harmless with regard to any tax, penalty or interest assessed against or found to be due and owing from Owen.

Indemnification of Owen from Agreement

THIS AGREEMENT (Agreement) entered into effective on this the 10th day of July, 2008, by and between ICOP DIGITAL, INC., a Colorado corporation, (the Company) and LAURA E. OWEN, (Owen).

Indemnification of Owen. The parties hereto intend and assume that the cancellation of the Stock Grant and restructuring of Owens Prior Stock Options comply with the Internal Revenue Code and rules promulgated thereunder, including, but not limited to Section 409A of the Internal Revenue Code regarding nonqualified deferred compensation. To the extent that the entry into this Agreement is found not to be in compliance with any such rule, the Company agrees to indemnify, save and hold Owen harmless with regard to any tax, penalty or interest assessed against or found to be due and owing from Owen.