PURCHASING AGREEMENT

EXHIBIT 10.1

PURCHASING AGREEMENT

This Purchasing Agreement (the “Agreement”) dated as of the 3rd day of November, 2008, by and among the undersigned, ICOP Digital, Inc., a Colorado corporation (hereinafter called “CLIENT”) and FCC, LLC d/b/a First Growth Capital (hereinafter called “PURCHASER”). CLIENT and PURCHASER agree as follows:

CLIENT desires to obtain financing in the amount of Five Million Dollars ($5,000,000.00), which may be amended from time to time at PURCHASER’S discretion, by selling and assigning to PURCHASER Accounts (as hereinafter defined) at a discount below face value.

“Account” means and includes all of CLIENT’S now existing or hereafter arising i) accounts as defined under the UCC, and ii) rights to payment for goods, merchandise, or inventory sold, rented, or leased, or for services rendered, including without limitation, those which are not evidenced by instruments or chattel paper, and whether or not they have been earned by performance, all collateral security and guarantees of any kind given by any obligor with respect to any of the foregoing, and all goods returned to or reclaimed by Client that correspond to any of the foregoing and all proceeds of the foregoing.

“Advances” means all funds remitted to CLIENT by Purchaser and at CLIENT’S request from the sale and assignment of CLIENT’S Accounts to Purchaser prior to the collection thereof by PURCHASER.

“Alternate Base Rate” is defined as the greater of (1) LIBOR plus 2.75% or (2) Prime Rate.

“Customer” means CLIENT’S customer or the account debtor.

“Collateral” means the intangible or tangible property given as security to PURCHASER by CLIENT for any Obligations of CLIENT to PURCHASER as defined in Section 5.

“Dispute” means any claim by a Customer against CLIENT, of any kind whatsoever, valid or invalid, that reduces or potentially reduces the amount collectible from Customer by PURCHASER.

“Ledger Debt” means any debt, liability or obligation now or hereafter owing by Client to others, including any present or future client of Purchaser, which Purchaser may have obtained or may obtain by purchase, assignment, negotiation, discount, participation or otherwise.

“LIBOR” means, at any time, an interest rate per annum equal to the interest rate per annum (rounded upwards, if necessary, to the nearest 1/100 ^th of 1%) as published in the “Money Rates” section of The Wall Street Journal (or another national publication selected by PURCHASER) as the one month London Interbank Offered Rate for United States dollar deposits or such other language (or, if such page shall cease to be publicly available or, if the information/description contained on such page, in PURCHASER’s sole judgment, shall cease to accurately reflect such London Interbank Offered Rate, the such rate as reported by any publicly available recognized source of similar market data selected by PURCHASER that, in PURCHASER’s reasonable judgment, accurately reflects such London Interbank Offered Rate) but in no event shall LIBOR be less than 3%.

“Obligations” means all present and future Obligations owing by Client to PURCHASER of every kind and nature, whether or not for the payment of money, whether or not evidenced by any note or other instrument, whether direct or indirect, absolute or contingent, due or to become due, joint or several, primary or secondary, liquidated or unliquidated, secured or unsecured, original or renewed or extended, whether presently contemplated or not, regardless of how the same arise, or by what instrument, agreement, or book account they may be evidenced, or whether evidenced by any instrument, agreement or book account, whether arising before, during or after the commencement of any federal Bankruptcy Case in which Client is a debtor, including but not limited to, Ledger Debt, fees and expenses, Obligations arising pursuant to guaranties, letters of credit or acceptance transactions or any other financial accommodations.

“Prime Rate” means, at any time, the rate of interest noted in The Wall Street Journal , Money Rates section, as the “Prime Rate” (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks). In the event that The Wall Street Journal quotes more than one rate, or a range of rates, as the Prime Rate, then the Prime Rate shall mean the average of the quoted rates. In the event that The Wall Street Journal ceases to publish a Prime Rate, then the Prime Rate shall be the average of the three (3) largest U.S. money center commercial banks, as determined by PURCHASER.

1

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Florida.

All terms used in this Agreement which are defined in the UCC shall be construed and defined in accordance with the meanings and definition ascribed to such terms under the UCC, unless otherwise defined herein.

3.1 Purchases of Accounts. CLIENT shall from time to time sell, transfer and assign all of its Accounts to PURCHASER and said Accounts shall be identified by separate and subsequent written assignments on a form to be provided to CLIENT by PURCHASER. CLIENT agrees to offer and PURCHASER agrees to buy Accounts from CLIENT at a discount of three quarters of one percent (0.75%) (“Purchasing Fee”) from the face value of each Account for every thirty (30) days an Account is outstanding. The Purchasing Fee shall be calculated from the date of purchase by PURCHASER allowing for three (3) business days for collection.

3.2 Approval. PURCHASER reserves the right not to purchase an Account unless such Account is first submitted to PURCHASER by CLIENT for approval. PURCHASER is not obligated to buy any Account from CLIENT.

3.3 Sole Property. Upon the purchase of an Account by PURCHASER, the Account and all payments on said Account shall be the sole property of PURCHASER. Any interference by CLIENT with this payment may result in civil and/or criminal liability.

3.4 Advances . PURCHASER may, in its sole discretion, fund to CLIENT up to eighty five percent (85%) of the gross invoice amount of domestic Accounts (i) with respect to which less than 90 days have elapsed since the date of original invoice, (ii) but not including all Accounts owed by a Customer if the aggregate outstanding dollar amount of such Accounts not considered as eligible under clause (i) above is equal to or greater than 25%, and (iii) and not including all Accounts owed by a Customer if the amount of returns, allowances, credit losses, discounts and other offsets of such Accounts on an historic basis is greater than 4%. Invoices shall be supported by purchase orders and delivery receipts to be eligible for advances. PURCHASER will purchase Accounts on a full dominion, full notification basis and will be handled through a bank lockbox account controlled by PURCHASER. Maximum selling terms shall not exceed net sixty (60) days.

3.5 Reserve. PURCHASER may reserve and withhold an amount in a reserve account equal to Fifteen percent (15%) of the gross invoice amount of all Accounts purchased (“Reserve”). The Reserve will be deducted by PURCHASER from the Accounts at the time of purchase. Said Reserve may be held by PURCHASER and applied by PURCHASER against charge-backs or any Obligations of CLIENT to PURCHASER. In Purchaser’s sole discretion and assuming no Event of Default exists, the Reserve releases will be made available by PURCHASER to CLIENT each business day. Reserve releases are made only on Accounts that are paid by Customers or Accounts that are charged back, repurchased or otherwise settled by CLIENT in full. Reserve is not due and payable to CLIENT until any and all potential Obligations owing by CLIENT to PURCHASER or any reasonably anticipated claims are fully paid and satisfied. CLIENT grants to PURCHASER a security interest in this Reserve, which secures all Obligations. PURCHASER retains the right in its sole and absolute discretion, and in respect of which PURCHASER shall have no liability, to revise said Reserve from time to time if in PURCHASER’S judgment it is necessary to protect PURCHASER with regard to any Obligations owing by CLIENT to PURCHASER, or to protect PURCHASER against possible returns, claims or defenses of CLIENT’S Customers or any other contingencies. If an Event of Default has occurred and is continuing, or, in the event CLIENT shall cease selling Accounts to PURCHASER, PURCHASER shall not pay the amount in the Reserve to Client until all Accounts have been collected or PURCHASER has determined, in its sole discretion, that it will make no further efforts to collect any Accounts and all Obligations due PURCHASER hereunder have been paid.

3.6 Fees.

All fees due hereunder are fully earned and nonrefundable on the date incurred. Such fees shall be charged to the Reserve as an accommodation to Client but shall remain due and payable by Client at all times.

2

3.7 Repurchase of Accounts. CLIENT will repurchase from PURCHASER i) any and all Accounts not paid within ninety (90) days from date of invoice, and ii) any Account that Purchaser requests that Client repurchase. Client shall repurchase such Accounts at One Hundred Percent (100%) of the gross invoice amounts of such Account in one of the following manners or combination thereof at PURCHASER’S option: (1) By submitting new Accounts, (2) By deducting said amount from the Reserve release due CLIENT, or (3) By payment from CLIENT. All short payments, discounts and any other Obligations CLIENT may have to PURCHASER may, at Purchaser’s election, be handled in the same manner. Notwithstanding the repurchase of an Account by CLIENT, any such Account so repurchased shall remain as Collateral in which the security interest of PURCHASER shall continue as provided for under this Agreement.

3.8 Reimbursable Expenses. PURCHASER incurs certain routine expenses and audit fees in the course of performing its functions with respect to the Accounts, a portion of which PURCHASER shall be entitled to deduct from the Reserve account. However, PURCHASER shall not be entitled to any deductions for routine expenses not specifically listed in this paragraph. The following is an itemization of the routine deductions to which PURCHASER shall be entitled: all out-of-pocket travel expenses and any amounts charged to Purchaser by any field examiners for each field examination performed, long distance telephone charges, legal fees incurred, postage, credit reports, wire transfers fees and charges , overnight mail delivery, UCC and other searches (including tax lien searches), filing fees, ACH transfer fees and charges, fees for returned items, bank charges and over advance fees.

3.9 Required Forms. When CLIENT offers a schedule of accounts to PURCHASER for sale, PURCHASER shall receive an original invoice and a copy thereof, a copy of the bill of lading, shipping document and proof of delivery, and contract, purchase order, and/or a purchase order number which corresponds with said invoice(s), as appropriate to the business of CLIENT. Each schedule of accounts offered shall be in an aggregate amount of not less than $40,000.00 and no invoices listed on said schedule shall be dated more than ten (10) days past its original date of issue.

3.10 Notification. PURCHASER is hereby authorized to notify any Customer that PURCHASER has purchased the Customer’s Account and that the Customer must make payments directly to PURCHASER. Client shall notify each Customer that it has sold and assigned each Account to Purchaser and shall direct each Customer to make all payments on Accounts to Purchaser.

3

3.11 Maximum Account. The total amount of Advances outstanding shall not exceed the sum of Five Million Dollars ($5,000,000.00), except PURCHASER may purchase additional Accounts from or advance additional sums to CLIENT as PURCHASER may elect from time to time at PURCHASER’S sole discretion.

This Agreement shall continue in effect for eighteen (18) months from the initial purchase date hereof (the “Termination Date”) with annual renewals thereafter, unless terminated as follows:

(a) PURCHASER may terminate the Agreement at any time after the date of this Agreement by giving CLIENT sixty (60) days prior written notice of such termination; or

(b) CLIENT may terminate this Agreement on the Termination Date or any Renewal Termination Date by giving PURCHASER sixty (60) days prior written notice of such termination, by certified mail; or

(c) Upon the occurrence of any Event of Default by CLIENT, PURCHASER may terminate this Agreement immediately, without notice. Upon the effective date of termination, whether such termination is pursuant to the occurrence of an Event of Default or otherwise, all Obligations shall become immediately due and payable without notice or demand.

No termination of this Agreement, however occurring, shall affect Obligations of CLIENT or the rights, powers and remedies of PURCHASER under this Agreement or the security interest granted PURCHASER hereunder with respect to existing or future Collateral, until all Accounts have been paid to PURCHASER by Customers or CLIENT and until all Obligations of CLIENT to PURCHASER are paid or otherwise satisfied in full.

5.1 In addition to the rights of ownership that PURCHASER acquires in those accounts that PURCHASER advances against under this Agreement, and in order to secure the repayment of any and all of Client’s Obligations to PURCHASER, CLIENT hereby grants PURCHASER a security interest in all of CLIENT’S present and future accounts, instruments, documents, chattel paper, general intangibles, deposit accounts, investment property, goods, inventory, equipment, the Reserve, commercial tort claims, letter of credit rights, letters of credit and inventory, as well as the proceeds thereof and all books, records, reports, memoranda, and/or data compilations, in any form (including, without limitation, corporate and other business records, customer lists, credit files, computer programs, printouts and any other computer materials and records), pertaining to any of the foregoing (hereafter collectively called “Collateral”).

5.2 CLIENT will cooperate with PURCHASER in obtaining a control agreement in form and substance satisfactory to PURCHASER with respect to Collateral consisting of deposit accounts, investment property; letter-of-credit rights, and electronic chattel paper. CLIENT shall deliver to PURCHASER the original of all Collateral consisting of instruments, documents, letter of credit or other negotiable collateral. Client agrees to comply with all appropriate laws in order to perfect Purchaser’s security interest in and to the Collateral and to execute such documents as Purchaser may require from time to time. Client authorizes Purchaser to file at such times and places as Purchaser may designate such financing statements, continuations and amendments thereto as are necessary or desirable to perfect Purchaser’s rights in and give notice of Purchaser’s purchase of the Accounts and Purchaser’s security interest in the Collateral under the UCC in effect in any applicable jurisdiction. Purchaser may at any time and from time to time file financing statements, continuation statements and amendments thereto that describe the Collateral as “all assets” of Client or words of similar effect and which contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether Client is an organization, the type of organization and any organization identification number issued to Client. Client agrees to furnish any such information to Purchaser promptly upon request. Any such financing statements, continuation statements or amendments may be signed by Purchaser on behalf of Client or filed by Purchaser without the signature of Client and may be filed at any time in any jurisdiction. Client acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement naming Client as the debtor and Purchaser as the secured party without the prior written consent of Purchaser, and Client agrees that it shall not do so without the prior written consent of Purchaser. Client hereby ratifies any UCC financing statements previously filed by Purchaser.

4