Exhibit 10.2
CERTIFICATE OF
AMENDMENT
TO
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:
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1.
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Effective
August 12, 2009, Paragraph A of Article VI of the Plan is
amended and restated in its entirety to read:
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A. Maximum Number . The
number of shares of Co