SECURITIES PURCHASE AGREEMENT

Exhibit 99.2

EXECUTION COPY

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated effective as of December 1, 2005 (the “Effective Date”), is made by and among ICOP Digital, Inc., a Colorado corporation (the “Company”), with headquarters located at 16801 W. 116th Street, Lenexa, Kansas 66219 and the investors named on the signature pages to this Agreement (each of whom is referred to as the “Investor” and all of whom collectively are referred to as the “Investors”).

Capitalized terms used herein and not otherwise defined have the meanings given them in Article IX.

RECITALS:

A. The Company and the Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 under Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.

B. The Investors desire, upon the terms and conditions stated in this Agreement, to purchase Units, each Unit comprising 10,000 shares of Common Stock and warrants to purchase 3,500 shares of Common Stock, for an aggregate purchase price of no less than $2,000,000 and no more than $4,000,000. The purchase price per Unit is the Unit Purchase Price set forth in Article IX.

C. Contemporaneously with the execution and delivery of this Agreement, the Company and the Investors are executing and delivering a Registration Rights Agreement in the form of Exhibit A hereto under which the Company has agreed to provide to the Investors certain rights with respect to registration of the resale of the Offered Securities under the Securities Act.

AGREEMENT:

In consideration of the premises and the mutual representations, warranties and covenants contained herein, the Company and the Investors hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF SECURITIES

1.1. Purchase and Sale of Units. At the Closing, subject to the terms of this Agreement and the satisfaction or waiver of the conditions set forth in Articles VII and VIII hereof, (i) the Company will sell to the Investors the Units, and (ii) each Investor will (on a several and not a joint basis) purchase from the Company the number of Units set forth beneath such Investor’s name on the signature pages hereof.

1.2. Payment and Delivery. Prior to the Closing, each investor will pay, by wire transfer of immediately available funds, the total purchase price for the number of Units set forth beneath its name on the signature pages hereof to the Escrow Agent in accordance with the written wire instructions set forth on the signature pages hereto. At the Closing, (i) the Escrow Agent will wire such funds to the Company’s account in accordance with written instructions to be provided by the Company and (ii) the Company will deliver to each Investor certificates (each bearing a legend as set forth in Section 2.8) representing the constituent Offered Shares and Offered Warrants so purchased by such Investor.

1.3. Closing Date. Subject to the satisfaction or waiver of the conditions set forth in Articles VII and VIII hereof, the Closing will take place upon the earlier of: (i) the receipt by the Company of executed signature pages to this Agreement and the Registration Rights Agreement from all the Investors and the receipt by the Escrow Agent from the Investors of the aggregate purchase price for all the Units to be sold under this Agreement; and (ii) at 9:00 a.m. Pacific Time on December 8, 2005 (the “Closing Date”). The Closing also may take place at another date or time agreed upon by each of the parties to this Agreement. The Closing will be held at the offices of Holland & Knight LLP, 111 SW Fifth Avenue, Suite 2300, Portland, Oregon 97204, or at such other place as the parties agree.

1.4. Independent Nature. The rights and obligations of each Investor under this Agreement, the Registration Rights Agreement and all other agreements, documents and instruments contemplated hereby and thereby (the “Transaction Documents”) are several and not joint with the rights and obligations of each other Investor, and an Investor shall not be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitations, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for the other Investors to be joined as an additional party in any proceeding for such purposes.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Each Investor, severally and solely with respect to itself and its purchase hereunder and not with respect to any other Investor, represents and warrants to the Company that:

2.1. Investment Purpose. The Investor is purchasing the Offered Securities in the ordinary course of its business for its own account and not with a view to the distribution thereof; and it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer, distribute or grant participation to any third person or entity with respect to any of the Offered Securities; provided, however, that by making the representation herein, the Investor

does not agree to hold any of the Offered Securities for any minimum or other specific term and reserves the right to dispose of the Offered Securities in accordance with or pursuant to an effective registration statement or an exemption from registration under the Securities Act. The Investor understands that the Investor may be required to bear the economic risk of this investment indefinitely, unless the Offered Securities are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering the Offered Securities other than as contemplated by the Registration Rights Agreement.

2.2. Investor Status. The Investor is either: (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act; or (ii) an “accredited investor” as defined in Rule 501 of Regulation D. If an Investor is subject to the Employee Retirement Income Security Act of 1974, as amended, and is acquiring the Offered Securities as a fiduciary or agent for another investor’s account, then the Investor will have sole investment and voting discretion with respect to such account and will have full power to make the acknowledgments, representations and agreements contained herein on behalf of such account.

2.3. Reliance on Exemptions. The Investor understands that the Offered Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein to determine the availability of such exemptions and the eligibility of the Investor to acquire the Offered Securities.

2.4. Information. The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Offered Securities, that have been requested by the Investor or its advisors, if any, except that such furnished materials do not contain any material non-public information. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received what the Investor and its advisors, if any, believe to be satisfactory answers to any such inquiries. The Investor acknowledges and understands that its investment in the Offered Securities involves a significant degree of risk, including the risks reflected in the SEC Documents.

2.5. Experience. The Investor is experienced in evaluating companies such as the Company, is able to fend for itself in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of such Investor’s prospective investment in the Company, and has the ability to bear the economic risks of the investment in the Offered Securities.

2.6. Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Offered Securities or an investment therein.

2.7. Transfer or Resale. The Investor understands that:

(a) the delivery of the Offered Securities has not been registered under the Securities Act or any applicable state securities laws, and consequently, the Investor may have to bear the risk of owning the Offered Securities for an indefinite period of time because the Offered Securities may not be transferred unless (i) the resale of the Offered Securities is registered pursuant to an effective registration statement under the Securities Act; (ii) if requested by the Company, the Investor has delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and which counsel shall be reasonably satisfactory to the Company) to the effect that the Offered Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (iii) the Offered Securities are sold or transferred pursuant to Rule 144; or (iv) the Offered Securities are sold or transferred to an affiliate (as defined in Rule 144) of the Investor;

(b) any sale of the Offered Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 (including the holding period requirement, the volume limitations and the manner of sale restrictions, if applicable); and

(c) except as set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Offered Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

2.8. Legends. The Investor understands that, until (a) the Offered Securities may be sold under Rule 144(k) or (b) such time as the Offered Securities have been sold pursuant to an effective registration statement under the Securities Act in compliance with Rule 144 or pursuant to another exemption from registration under the Securities Act, the certificates representing the Offered Securities will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Offered Securities):

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT, OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

The legend set forth above will be removed, and the Company will issue a certificate without the legend to the holder of any certificate upon which it is stamped, in accordance with the terms of Article VI hereof.

2.9. Organization and Existence. To the extent indicated on the signature pages hereto, each Investor is either (i) a limited partnership duly organized and validly existing under the laws of its respective jurisdiction of formation, (ii) a limited liability company duly organized and validly existing under the laws of its respective jurisdiction of formation, (iii) a corporation duly

organized and validly existing under the laws of its respective jurisdiction of incorporation, (iv) a registered investment company, (v) a trust fund whose trustee is a bank or trust company or (vi) an individual. Such Investor represents that it was not organized solely for the purpose of making an investment in the Company.

2.10. Authorization; Enforcement. This Agreement, the Registration Rights Agreement and all other agreements, documents and instruments contemplated hereby and thereby have been duly and validly authorized, executed and delivered on behalf of the Investor and are valid and binding agreements of the Investor enforceable against the Investor in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification provisions in the Registration Rights Agreement may be legally unenforceable.

2.11. No Conflicts; No Violation.

(a) The execution, delivery and performance of this Agreement by the Investor will not (i) conflict with or result in a violation of any provision of its charter documents or (ii) to its knowledge, result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Investor.

(b) The Investor is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency for the Investor to execute, deliver or perform any of its obligations under this Agreement.

2.12. Acknowledgments Regarding Placement Agent. The Investor acknowledges that there is a Placement Agent (defined in Article IV) for the Offered Securities being offered hereby and will be compensated by the Company for acting in such capacity. The Investor further acknowledges that the Placement Agent has acted solely as placement agent for the Company in connection with the offering of the Offered Securities by the Company, that certain of the information and data provided to the Investor in connection with the transactions contemplated hereby have not been subjected to independent verification by the Placement Agent, and that the Placement Agent makes no representation or warranty with respect to the accuracy or completeness of such information, data or other related disclosure material. The Investor further acknowledges that, in making its decision to enter into this Agreement and purchase the Offered Securities, it has relied on its own examination of the Company and the terms of, and consequences, of holding the Offered Securities. The Investor further acknowledges that the provisions of this Section 2.12 are also for the benefit of, and may also be enforced by, the Placement Agent.

2.13. No Public Offering. Investor has not received any information relating to the Offered Securities or the Company, and is not purchasing the Offered Securities as a result of, any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or

similar media or broadcast over television or radio or pursuant to any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

2.14. Representation. The Investor has had an opportunity to consult with an attorney and other advisors in connection with the Investor’s investment in the Company.

2.15. Certain Trading Activities. From the initiation of discussions between Investors and the Company (or its Placement Agent) regarding this Agreement or the transaction(s) contemplated herein, and until the earlier of a public announcement by the Company about this Agreement and the transaction(s) contemplated herein via press release or submission of a Form 8-K report or the termination of discussions between Investors and the Company regarding this Agreement or the transaction(s) contemplated herein, each Investor and its affiliates has not directly or indirectly traded, bought, sold or solicited offers to buy or sell (including without limitation engaging in short sales or maintaining open positions) in the Company’s Common Stock, warrants or other securities.

2.16. Section 13 Reporting. The Investor acknowledges that the Investor is solely responsible for the preparation, submission and filing of any materials required by Section 13(d) or 13(g) of the Securities Act.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to such matters as are disclosed in the Company’s SEC Documents, the Company represents and warrants to the Investors that:

3.1. Organization and Qualification. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Colorado, with full corporate power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing in each such jurisdiction would not have a Material Adverse Effect.

3.2. Authorization; Enforcement. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under the Transaction Documents, to consummate the transactions contemplated hereby and thereby and to deliver the Offered Securities in accordance with the terms hereof; (b) the execution, delivery and performance of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance and sale of the Offered Securities, have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board or Directors or its shareholders is required; (c) each of the Transaction Documents have been or will be duly executed by the Company; and (d) each of the Transaction Documents constitutes or will upon execution constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency,

reorganization, or moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity and except as the indemnification provisions in the Registration Rights Agreement may be legally unenforceable.

3.3. Outstanding Capital. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. The Offered Securities have been duly authorized, and when delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, free from all taxes, liens, claims, encumbrances and charges with respect to the delivery thereof (other than those imposed through acts or omissions of an Investor). No shares of capital stock of the Company, including the Offered Securities, are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Other than pursuant to this Agreement or as disclosed in the Company’s SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims, antidilution protection or other commitments or rights of any character whatsoever that could require the Company to issue additional shares of capital stock of the Company or adjust the purchase or exercise price of any such instrument. Except as disclosed in the Company’s SEC Documents, there are no agreements or arrangements (other than the Registration Rights Agreement) under which the Company is obligated to register the sale of any of its securities under the Securities Act. Assuming the accuracy of each of the representations and warranties of the Investors contained in Section 2, the issuance by the Company of the Offered Securities is exempt from registration under the Securities Act.

3.4. No Conflicts; No Violation.

(a) The execution, delivery and performance of each of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby including, without limitation, the delivery of the Offered Securities will not (i) conflict with or result in a violation of any provision of the Articles of Incorporation or Bylaws of the Company or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) assuming the accuracy of the representations of the Investors, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company, any of subsidiaries, or its securities are subject), applicable to the Company or by which any property or asset of the Company or any of its subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.

(b) The Company is not in violation of its Articles of Incorporation or Bylaws. To the knowledge of the Company, the Company is not in violation of any law, ordinance or regulation of any governmental entity. The Company is not in default (and no event has occurred

which with notice or lapse of time or both could put the Company in default) under any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party or by which any property or assets of the Company or any of its subsidiaries is bound or affected, except for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect.

(c) Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Nasdaq Capital Market, where such violation (individually or in the aggregate) reasonably would be expected to result in the delisting or suspension of the Common Stock or Warrants from the Nasdaq Capital Market, and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock or Warrants on the Nasdaq Capital Market in the foreseeable future. The Comp