ICOP RESELLER AGREEMENT

1.

RAYTHEON JPS Qualification

1.1

In order to ensure adequate technical and marketing support to customers, eligibility to resell ICOP Products is subject to meeting training requirements as described in the Reseller Product Training requirements attached hereto as Exhibit A. As mutually agreed upon, RAYTHEON JPS shall have the opportunity to explore kitting current ICOP Products, and production of future generation ICOP Products.

2.

Scope

2.1.

This Agreement provides RAYTHEON JPS an non-exclusive right to kit and resell ICOP Products in all markets worldwide. For purposes of this Agreement, “resell” includes any form of distribution of Products, including but not limited to licensing, leasing, rental, or managed services contracts.

2.2.

RAYTHEON JPS may submit new opportunities to be evaluated by ICOP as potential exclusive pursuits, and these shall be handled in accordance with Exhibit D, paragraph 3.

2.3.

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2.4.

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3.

Relationship

3.1.

RAYTHEON JPS is an independent contractor engaged in activities including but not limited to marketing, purchasing, and kitting ICOP Products for resale to its customers. Except as provided in 3.2, the Parties have no authority to make any commitment on behalf of the other without written permission.

3.2.

With respect to standard ICOP Products to be quoted with a delivery date based on normal lead times, as defined in Section 5.1 of this Agreement (“Standard Quotes”) as may be provided by ICOP, RAYTHEON JPS may provide binding quotes without the prior written permission of ICOP.

3.3.

With respect to non-Standard Quotes, RAYTHEON JPS has no authority to make commitments for ICOP with respect to contracts, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. RAYTHEON JPS has no authority to modify the warranty offered with ICOP Products, provided, however, that RAYTHEON JPS may make more extensive warranty commitments if it undertakes the responsibility for meeting any delta between the ICOP warranty and the RAYTHEON JPS warranty on ICOP Products.

3.4.

Except as expressly set forth herein or otherwise expressly agreed in writing (which may include fax or email) between the parties, each party shall bear its own expenses with respect to sales and training activities that arise in connection with this Agreement.

4.

Responsibilities of RAYTHEON JPS

4.1.

[*] Ten (10) calendar days prior to the beginning of a calendar quarter, RAYTHEON JPS shall submit quarterly and six month sales forecasts to ICOP with a listing of potential sales, their expected size, current status and other information essential to measure sales pursuit progress. The submission is for planning and evaluation purposes and does not constitute a sales quota. RAYTHEON JPS may, if it so chooses, update the sales forecast during the quarter in order to provide a better working forecast for the parties.

4.2.

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4.3.

RAYTHEON JPS shall be responsible for the cost of all related bid bonds, import duties, taxes, and other costs that relate to RAYTHEON JPS sales of ICOP Products.

4.4.

With the consent of RAYTHEON JPS, ICOP will be authorized to use RAYTHEON JPS and its clients as references for marketing and promotion of ICOP Products and in response to inquiries about vendor experience and qualifications for RFPs and other purposes. Such consent will not be unreasonably withheld.

4.5.

RAYTHEON JPS shall have or obtain within sixty (60) business days of the effective date of this Agreement sufficient technical knowledge of ICOP Products commensurate to sell and demonstrate the product(s). Reasonable access to appropriate ICOP sales and technical training will be provided.

4.6.

RAYTHEON JPS shall assist customers in design and maintenance of customer’s user configuration.

4.7.

RAYTHEON JPS shall conduct, as appropriate, customer and dealer training (after having been trained by ICOP) .

4.8.

RAYTHEON JPS shall provide Tier 1 support for end-users (RAYTHEON JPS may delegate said support to qualified dealers, distributors, and sub-contractors) as defined to Exhibit B, including acting as a liaison between the customer and ICOP in matters requiring ICOP’s participation.

4.9.

ICOP will provide pricing in a format which will enable RAYTHEON JPS to develop and maintain a catalog (which may be in electronic form) of modular components (both hardware and software) to allow standard Products and systems (as set forth in the ICOP price list in Exhibit C and any successors to that price list) to be sold and kitted by RAYTHEON JPS using ICOP sub-assemblies.

4.10.

RAYTHEON JPS shall maintain a commercial price list and, where authorized by ICOP, may maintain GSA and state/regional pricing lists as it deems appropriate.

4.11.

RAYTHEON JPS shall collect and remit required sales and business taxes from the customer as allowed or prescribed by law.

4.12.

RAYTHEON JPS shall maintain required licenses, permits and contract vehicles necessary to conduct business in the markets identified in Section 2.

4.13.

RAYTHEON JPS shall provide to ICOP copies or detailed summaries of contracts, purchase orders, change requests (whether originating from the customer or from the RAYTHEON JPS), and other material correspondence or feedback from the customer relating to ICOP Products, provided that nothing herein requires RAYTHEON JPS to reveal proprietary pricing information.

4.14.

RAYTHEON JPS shall maintain proper clearances, certifications, and other essential credentials to service governmental clients and contracts.

5.

Responsibilities of ICOP

5.1.

ICOP shall provide product(s) in good working order and suitable for resale, in accordance with ICOP specifications as defined in ICOP literature, (or, when RAYTHEON JPS is kitting Products, components in good working order suitable for said kit). It is understood that RAYTHEON JPS will market ICOP Products on the understanding that ICOP will provide ICOP Products as needed to fulfill the orders RAYTHEON JPS generates. In the event that ICOP believes that it will be difficult to fulfill a given order within the time-frame requested, ICOP shall immediately notify RAYTHEON JPS to this effect so that the parties may take steps necessary to best meet the needs of customers.

5.2.

ICOP shall provide RAYTHEON JPS with pricing for ten units of each ICOP Product for demonstration units, in addition to ten field trial units, and pricing for the purpose of RAYTHEON JPS’s laboratory, demonstrations, and/or pilot programs (see Exhibit C).

5.3.

ICOP shall provide Tier II and Tier III support as defined in Exhibit B.

5.4.

ICOP shall provide product, marketing, promotional and pricing information, including updates and revisions.

5.5.

ICOP shall provide, as reasonably requested, factory training to RAYTHEON JPS at levels sufficient to allow RAYTHEON JPS to conduct product demonstrations, kit, configure, market, support and train end users on ICOP Products (see Exhibit A).

5.6.

ICOP will provide, and RAYTHEON JPS will participate in, training as described in Exhibit A.

5.7.

ICOP shall assist in sales as appropriate at the sole discretion of RAYTHEON JPS. It is understood that, once training has been provided to RAYTHEON JPS as provided above, RAYTHEON JPS will be able to handle standard sales with minimal ICOP assistance, and that such assistance will focus primarily on larger and/or non-standard sales opportunities.

5.8.

ICOP shall provide assistance to RAYTHEON JPS to conduct deployment and implementation services at ICOP’s standard service rates (see Exhibit C).

5.9.

ICOP shall advise RAYTHEON JPS of material communications received directly from RAYTHEON JPS customers by ICOP.

5.10.

ICOP shall approve all promotional, marketing or informational literature pertaining to ICOP Products prepared by RAYTHEON JPS prior to its use. Such approval will be communicated to RAYTHEON JPS within ten (10) days from receipt of materials or permission is deemed denied. This control is necessary to assure accuracy of statements of system capabilities and performance and to assure an appropriate level of professionalism in any materials referencing ICOP or ICOP Products.

5.11.

ICOP shall provide tech support for ICOP Products for a minimum of five (5) years following the sale of such products to any RAYTHEON JPS customer. ICOP reserves the right to discontinue any Product or Service at any time upon six (6) months’ notice to RAYTHEON JPS, provided that such discontinuation shall occur no earlier than twelve (12) months after the release of a successor Product or Service and provided further that RAYTHEON JPS shall have the right to make a “last-time buy” during such six (6) month period of enough Products to fulfill RAYTHEON JPSs pending and forecasted commitments to its customers. ICOP shall use commercially reasonable efforts to supply the “last time buy” but shall not be required to supply Product in the event that such supply (a) would be infringing; or (b) would violate the law.

6.

Pricing and Payment

6.1.

ICOP will sell ICOP Products and Services to RAYTHEON JPS according to the Purchase Pricing Schedule attached as Exhibit C. .

6.2.

ICOP shall not increase any of the pricing set forth in this Agreement without providing ninety (90) days prior written notice of the change and such price change shall not be effective until such period has occurred. Price protection will be provided for contracts in final negotiation stage (i.e., where a valid quote has been accepted by a customer and finalization of the contract is pending) and for all valid outstanding quotes up to a maximum of ninety (90) days from the date of ICOP’s quote.

6.3.

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7.

Pilot Programs, Proposals and Contracts

7.1.

ICOP shall provide reasonable support to RAYTHEON JPS in the development of sales proposals, responses to RFI’s and RFPs, and similar marketing efforts. Once training has been provided to RAYTHEON JPS, it is expected that such support shall focus primarily on large or strategic efforts.

7.2.

RAYTHEON JPS and ICOP will support each other as necessary and convenient on demonstration projects, pilot programs, trials or other customer evaluations. The parties recognize that such programs may be vital to making sales. RAYTHEON JPS agrees to provide ICOP sufficiently long lead time to prepare for said demonstrations, pilots, trials, and evaluations.

8.

Value-Added Products, Services and Integrating

8.1.

RAYTHEON JPS may provide value-added products or services in conjunction with ICOP Products (“Integrated Products”). However no modifications of ICOP Products are permitted that alter source code. All special solutioning provided by RAYTHEON JPS shall be the sole responsibility of RAYTHEON JPS to support.

9.

Term, Limitations, Termination

9.1.

The term of this Agreement is five (5) years from the date of acceptance by RAYTHEON JPS and ICOP. This Agreement shall automatically renew on each anniversary thereafter for a one-year term, unless - at least 90 days prior to the end of the fifth contract year or any contract year thereafter – one Party has informed the other that it intends to terminate this Agreement at the end of said contract year.

9.2.

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9.3.

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9.4.

[*] JPS and/or its affiliates to ICOP for Products or services.

9.5.

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9.6.

In the event of termination of this Agreement for cause on RAYTHEON JPS’s breach, RAYTHEON JPS hereby assigns to ICOP all rights and interest in outstanding contracts for ICOP Products. ICOP may in its sole discretion accept or decline such assignment. Should the assignment be rejected, ICOP reserves the right to contract directly with the customer to directly provide ICOP Products or with 60 days’ notice to the customer to cease providing ICOP Products. With respect to Integrated Products, however, upon termination of this Agreement for any reason whatsoever, ICOP and RAYTHEON JPS shall work together to assure that all outstanding quotes, proposals, and contracts to customers are duly honored and that ICOP Products or equivalent services to such customers shall not be discontinued so long as all parties perform their obligations thereunder.

9.7.

In the event of termination of this Agreement for cause on ICOP’s breach, ICOP shall continue to provide RAYTHEON JPS with information, parts (as available), and services necessary to fulfill contracts that RAYTHEON JPS has committed to hereunder [*]

10.

Use of ICOP Trademarks

10.1.

RAYTHEON JPS acknowledges ICOP owns and retains all rights, title and interest in ICOP Products and ICOP names, trademarks, service marks and logotypes including derivative or successor marks.

10.2.

RAYTHEON JPS will acquire no interest in any such trademarks or trade names or in any other proprietary material by virtue of this Agreement, its activities under it, or any relationship with ICOP.

10.3.

During the term of this Agreement, RAYTHEON JPS may co-brand ICOP Products, using ICOP trademarks in conjunction with its own name or the name of its parent company. If retooling is required to achieve desired cobranding, then ICOP shall provide a quote to RAYTHEON JPS to bear this expense. With ICOP’s prior written approval, RAYTHEON JPS may also use the ICOP trademarks and trade names to promote and solicit sales or licensing of ICOP products if done so in strict accordance with ICOP’s guidelines. RAYTHEON JPS will not adopt or use such trademarks or tradenames, or any confusing word or symbol, as part of its company name or allow such marks or names to be used by others.

10.4.

At the expiration or termination of this Agreement, RAYTHEON JPS shall immediately discontinue any use of ICOP Products and ICOP names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a RAYTHEON JPS or ICOP Products. RAYTHEON JPS shall return or certify destruction of all ICOP materials, documents and files of any nature.

11.

Proprietary Information

11.1.

ICOP and RAYTHEON JPS shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by one to the other on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for five (5) years beyond the expiration, non-renewal or termination of this Agreement. Notwithstanding the foregoing, the Parties agree to be bound by the terms of the mutual Non-Disclosure Agreement executed on April 24, 2009.

11.2.

This Agreement does not grant any license to or interest in any intellectual property rights owned by, controlled by or licensed to ICOP.

12.

Representations & Warranties

12.1.

RAYTHEON JPS represents that it is duly incorporated and validly existing and has the authority to enter into and be bound by this Agreement.

12.2.

RAYTHEON JPS represents and warrants that it will exercise due care and professional conduct in performance under this Agreement.

12.3.

RAYTHEON JPS shall not make any representation or warranty regarding ICOP Products in conflict with or outside the scope of ICOP’s express warranties.

12.4.

ICOP represents and warrants that the ICOP Products are based on proprietary technology and properly licensed intellectual property. Where licensed intellectual property is provided by ICOP to RAYTHEON JPS under this Agreement, RAYTHEON JPS agrees to abide by any requirements of said licensed intellectual property.

13.

Indemnification

13.1.

ICOP shall indemnify, defend and hold RAYTHEON JPS and its officers, directors, shareholders, agents, employees, Customers and end users harmless from and against any and all losses, costs, damages, expenses, judgments, amounts paid in a settlement and all other amounts actually and reasonably incurred (including reasonable attorneys’ fees and court costs) as a result of claims of infringement of any patent, copyright, trademark, trade secret, or other proprietary or intellectual property

right by reason of the manufacture, sale, marketing or use of a Product. Such indemnification shall not apply if and to the extent that any infringement is the result of combining Product with items provided by RAYTHEON JPS. ICOP shall not be liable for any settlement of any action or claim without the prior consent of ICOP, which consent shall not be unreasonably withheld. In addition to the defense and indemnification obligations of this section, ICOP shall take, at its sole expense and discretion, all reasonable steps that it deems necessary for RAYTHEON JPS and end users to continue the use of the product and service