EXHIBIT 10.2
FIRST AMENDMENT TO
THE PURCHASING AGREEMENT
This FIRST AMENDMENT TO THE
PURCHASING AGREEMENT (this “Amendment”) is made and
entered into this 5th day of November, 2008 by and between ICOP
Digital, Inc., a Colorado corporation (“Client”) and
FCC, LLC, d/b/a First Growth Capital
(“Purchaser”).
WHEREAS, Purchaser and Client are
parties to a certain Purchasing Agreement, dated November 3,
2008 (the “Agreement”) pursuant to which Purchaser
purchases Accounts and makes other extensions of credit to Client,
which purchases and extensions of credit are secured by security
interests upon the Collateral; and
WHEREAS, the parties desire to amend
the Agreement as hereinafter set forth;
NOW THEREFORE, in consideration of
the mutual conditions and agreements set forth in the Agreement and
in this Amendment, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Definitions . Capitalized
terms used in this Amendment, unless otherwise defined herein,
shall have the meaning ascribed to such term in the Agreement or
the Uniform Commercial Code as in effect from time to time in the
State of Florida.
2. Amendments .
Section 3.6(a) of the Agreement is amended as
follows:
“Section 3.6(a). Base Index
Fee. It is agreed by and between CLIENT and PURCHASER that
CLIENT shall pay PURCHASER an additional fee based on the daily
balance of outstanding advances on Accounts multiplied by the
greater of (a) the sum of the Alternate Base Rate
pl
