CERTIFICATE OF AMENDMENT TO ICOP DIGITAL, INC. 2002 STOCK OPTION PLAN

Equity Incentive Plan Agreement

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Title: CERTIFICATE OF AMENDMENT TO ICOP DIGITAL, INC. 2002 STOCK OPTION PLAN
Date: 10/16/2009

Exhibit 10.2

CERTIFICATE OF AMENDMENT

ICOP DIGITAL, INC. 2002 STOCK OPTION PLAN

The undersigned, being the Chief Executive Officer of ICOP Digital, Inc., a Colorado corporation (the “Company”), hereby certifies that the Company’s 2002 Stock Option Plan, as amended, (the “Plan”), was amended by a resolution of the Company’s Board of Directors adopted on June 16, 2009 and by the affirmative vote of the Company’s stockholders on August 12, 2009, as follows:

1.	Effective August 12, 2009, Paragraph A of Article VI of the Plan is amended and restated in its entirety to read:

A. Maximum Number . The number of shares of Common Stock issued or transferred and covered by outstanding awards granted under this Plan shall not in the aggregate exceed 4,000,000 shares of Common Stock, which may be Common Stock of original issuance or Common Stock held in treasury, or a combination thereof. This authorization shall be increased automatically on each succeeding annual anniversary of the Plan Effective Date

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