Exhibit 4.4


 


WARRANT
AGREEMENT


 


 


BETWEEN


 


 


ICOP
DIGITAL, INC.


 


AND


 


COMPUTERSHARE
INVESTOR SERVICES


 


 


DATED
AS OF              ,
2005


 





















 


This Agreement, dated as of            ,
2005, is between ICOP Digital, Inc., a Colorado corporation (the “Company”),
and ComputerShare Investor Services, a             
corporation (the “Warrant Agent”).


 


The Company, at or about the time that it is
entering into this Agreement, proposes to issue and sell to public investors up
to             Units
(together with the additional units issuable as provided herein, the “Units”).  Each Unit consists of two shares of Common
Stock, no par value per share (“Common Stock”) and two redeemable common stock
purchase warrants (each a “Warrant”). 
Each Warrant is exercisable to purchase one share of Common Stock upon
the terms and conditions and subject to adjustment in certain circumstances,
all as set forth in this Agreement.  The
Company also proposes to grant to the Representative of the Underwriters of the
public offering an option to purchase         
additional Units to cover over-allotments, if any.


 


The Company also proposes to issue to the
Representative of the Underwriters warrants to purchase up to           
additional Units.


 


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 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 after the date on which the Warrants
begin trading on the Nasdaq SmallCap Market and/or the Pacific Exchange, and on
or before the close of business on the fifth anniversary of the effective date
of the public offering (the “Expiration Date”), one fully paid and
non-assessable share of Common Stock for each Warrant evidenced by such Warrant
Certificate for $    . 
The exercise price of the Warrants (the “Exercise Price”) is subject to
adjustments as provided in Section 6 hereof.  Each Warrant Certificate issued as a part of
a Unit offered to the public as described in the recitals, above, shall be
dated           , 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
banking institutions in New York, New York (or 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.


 


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
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


 


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


 


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, of indemnity or security reasonably satisfactory to them,
and reimbursement to them of all reasonable expenses incidental thereto, and,
in the case of


 


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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 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.


 


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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 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


 


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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; or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
in 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 Brooklyn, New York,
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


 


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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.


 


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


 


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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, beginning after the Warrants
begin to trade separately, and not as part of a Unit, on the Pacific Exchange,
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 has publicly
reported in a report filed with the Securities and Exchange Commission
cumulative gross revenues of $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 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


 


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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.  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. 
In lieu of fractional interest in a Warrant or a share of Common Stock
created upon separation of the Units or exercise of a Warrant, respectively, a
holder shall receive an amount of cash equal to the fraction times the closing
price of the Warrants on the date of separation of the Units (if the fractional
interest is in a Warrant) or the closing price of the Common Stock (if the
fractional interest is in Common Stock) on the Pacific Exchange or other
exchange or market on which the Common Stock or warrant, as the case may be,
principally trades.


 


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 SB-2 (Registration No. 333-       )
necessary to permit a


 


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public offering of the securities underlying the Warrants at any and
all times during the term of this Agreement, 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 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


 


10





















 


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
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                                .


 


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


 


11





















 


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.


 


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.


 


12





















 


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 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:


 


13





















 


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 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


 


14





















 


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 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.


 


15





















 


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 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.


11011 King Street, Suite 260


Overland Park, KS 66210


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,


 


16





















 


addressed (until another address is filed in writing by the Warrant
Agent with the Company) as follows:


 


ComputerShare Investor Services


350 Indiana Street, Suite 800


Golden, Colorado 80401


Attn: 
Office of the General Counsel


 


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.


 


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.            
Contract


 


This Agreement and each Warrant Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of            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


 


17





















 


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.


 


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)


 


18





















 


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:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  COMPUTERSHARE INVESTOR SERVICES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


19





















 


EXHIBIT
A


 


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


 


WARRANTS TO
PURCHASE COMMON STOCK


 


	
  No. W-

  	
   

  	
  Warrants

  



 


CUSIP               


 


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, at any time
on or after the date on which the Warrants begin to trade on the Nasdaq
SmallCap Market and before the close of business on                ,
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 at                            
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 $   .  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 has
publicly reported in a report filed with the Securities and Exchange Commission
cumulative gross revenues of $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                      ,
2005, between the Company and the Warrant 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., 11011 King Street,
Suite 260, Overland Park, KS 66210, 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 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.


 


20





















 


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
	 
	 
	 
	CHAIRMAN OF

	 
	 
	 
	 
	THE BOARD OF

	 
	 
	 
	 
	DIRECTORS

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	
  Countersigned:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMPUTERSHARE INVESTOR SERVICES

  WARRANT AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Authorized
  Officer

  	
   

  	
   

  
							



 





















 


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)

  	
   

  	
   

  



 





















 


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:

  	
   

  	
   

  



 





















 


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.