SECURITY
      AGREEMENT

     

    SECURITY
      AGREEMENT (as amended, restated, supplemented or otherwise modified from time
      to
      time in accordance herewith and including all attachments, exhibits and
      schedules hereto, the “Agreement”),
      dated
      as of June 29, 2007, made by TechnoConcepts Inc., a Colorado corporation (the
      “Grantor”),
      in
      favor of the secured parties listed on Exhibit
      A
      to this
      Agreement and their permitted successors and assigns (collectively, the
“Secured
      Parties”).

     

    WHEREAS,
      Grantor has issued or will issue secured promissory notes to the Secured Parties
      (collectively, the “Note”)
      pursuant to a Note and Warrant Purchase Agreement, dated as of June 29, 2007
      (the “Purchase
      Agreement”),
      by
      and among Grantor and the Secured Parties; and

     

    WHEREAS,
      the Secured Parties and the Grantor agree that the Grantor execute and deliver
      to the Secured Parties a security agreement providing for the grant to the
      Secured Parties of a continuing security interest in all personal property
      and
      assets of the Grantor, all in substantially the form hereof to secure all
      Obligations (hereinafter defined).

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    ARTICLE
      I. Definitions

     

    Section
      1.1. Definition
      of Terms Used Herein.
      All
      capitalized terms used herein and not defined herein have the respective
      meanings provided therefor in the Purchase Agreement or the Note, as applicable.
      All terms defined in the Uniform Commercial Code (hereinafter defined) as in
      effect from time to time and used herein and not otherwise defined herein
      (whether or not such terms are capitalized) have the same definitions herein
      as
      specified therein.

     

    Section
      1.2. Definition
      of Certain Terms Used Herein.
      As used
      herein, the following terms have the following meanings:

     

    “Collateral”
means
      all accounts receivable of the Grantor and all personal and fixed property
      of
      every kind and nature, including, without limitation, all furniture, fixtures,
      equipment, raw materials, inventory, as extracted collateral, or other goods,
      accounts, contract rights, rights to the payment of money, insurance refund
      claims and all other insurance claims and proceeds, tort claims, chattel paper,
      documents, instruments, securities and other investment property, deposit
      accounts, rights to proceeds of letters of credit and all general intangibles
      including, without limitation, all tax refund claims, license fees, patents,
      patent licenses, patent applications, trademarks, trademark licenses, trademark
      applications, trade names, copyrights, copyright licenses, copyright
      applications, rights to sue and recover for past infringement of patents,
      trademarks and copyrights, computer programs, computer software, engineering
      drawings, service marks, customer lists, goodwill, and all licenses, permits,
      agreements of any kind or nature pursuant to which the Grantor possesses, uses
      or has authority to possess or use property (whether tangible or intangible)
      of
      others or others possess, use or have authority to possess or use property
      (whether tangible or intangible) of the Grantor, and all recorded data of any
      kind or nature, regardless of the medium of recording including, without
      limitation, all books and records, software, writings, plans, specifications
      and
      schematics, whether now owned or hereinafter acquired by the Grantor together
      with all substitutions and replacements thereof and all proceeds and products
      of
      each of the foregoing; provided,
      that
      the Collateral shall not include license agreements or other agreements which
      require the consent of any person for the assignment thereof unless and until
      such consent has been obtained (provided that the proceeds thereof shall
      constitute Collateral). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Default”
means
      any event or circumstance which, with the giving of notice, the lapse of time,
      or both, would (if not cured, waived, or otherwise remedied during such time)
      constitute an Event of Default.

     

    “Event
      of Default”
has
      the
      meaning specified in the Note. 

     

    “Indemnitees”
      has the
      meaning specified in Section 7.5(b).

     

    “Intellectual
      Property”
      means
      the
      collective reference to all rights, priorities and privileges relating to
      intellectual property, whether arising under United States of America
      (“United
      States”),
      multinational or foreign laws or otherwise, including without limitation, (i)
      all copyrights arising under the laws of the United States, any other country
      or
      any political subdivision thereof, whether registered or unregistered and
      whether published or unpublished, all registrations and recordings thereof,
      and
      all applications in connection therewith, including, without limitation, all
      registrations, recordings and applications in the United States Copyright
      Office, (ii) all letters patent of the United States, any other country or
      any
      political subdivision thereof, all reissues and extensions thereof, and all
      applications for letters patent of the United States or any other country and
      all divisions, continuations and continuations-in-part thereof, (iii) all
      trademarks, trade names, corporate names, company names, business names,
      fictitious business names, trade dress, service marks, logos, domain names
      and
      other source or business identifiers, and all goodwill associated therewith,
      now
      existing or hereafter adopted or acquired, all registrations and recordings
      thereof, and all applications in connection therewith, whether in the United
      States Patent and Trademark Office or in any similar office or agency of the
      United States, any state thereof or any other country or any political
      subdivision thereof, or otherwise, and all common law rights related thereto,
      (iv) all trade secrets arising under the laws of the United States, any other
      country or any political subdivision thereof, (v) all rights to obtain any
      reissues, renewals or extensions of the foregoing, (vi) all licenses for any
      of
      the foregoing, and (vii) all causes of action for infringement of the foregoing.
      

     

    “Lien”
means:
      (i) any interest in property securing an obligation owed to, or a claim by,
      a Person other than the owner of the property, whether such interest is based
      on
      the common law, statute, or contract, and including a security interest, charge,
      claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge,
      hypothecation, assignment, deposit arrangement, agreement, security agreement,
      conditional sale or trust receipt or a lease, consignment or bailment for
      security purposes; (ii) to the extent not included under clause (i),
      any
      reservation, exception, encroachment, easement, right-of-way, covenant,
      condition, restriction, lease or other title exception or encumbrance affecting
      property; and (iii) any contingent or other agreement to provide any of the
      foregoing.

     

    “Note”
has
      the
      meaning assigned to such term in the first recital of this
      Agreement.

     

    “Obligations”
means
      all indebtedness, liabilities, obligations, covenants and duties of the Grantor
      to the Secured Parties of every kind, nature and description, direct or
      indirect, absolute or contingent, joint or several, due or not due, contractual
      or tortious, liquidated or unliquidated, arising by operation of law or
      otherwise, now existing of hereafter arising under or in connection with the
      Note, the Purchase Agreement, this Agreement or the other Transaction Documents,
      whether for principal, interest, fees, expenses or otherwise, together with
      all
      costs of collection or enforcement, including, without limitation, reasonable
      attorneys’ fees incurred in any collection efforts or in any action or
      proceeding.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Liens”
means
      (a) liens for taxes not delinquent or that are being contested in good faith
      by
      appropriate proceedings; (b) inchoate materialmens’, mechanics’, workmens’,
      repairmens’, or other like liens arising in the ordinary course of business and,
      in each case, not delinquent or that are being contested in good faith by
      appropriate proceedings; (c)
      pledges
      or deposits in connection with workers’ compensation, unemployment insurance and
      other social security legislation;(d)
      deposits to secure the performance of bids, trade contracts (other than for
      the
      repayment of borrowed money), leases, statutory obligations, surety and appeal
      bonds, performance bonds and other obligations of a like nature incurred in
      the
      ordinary course of business; (e) any interest or title of a lessor under any
      operating lease entered into by the Grantor in the ordinary course of its
      business and covering only the assets so leased; and (f) liens in favor of
      depository and collection banks and other regulated financial institutions
      consisting of statutory or contractual setoff rights with respect to deposit
      accounts or securities accounts of the Grantor maintained with such bank or
      financial institution to secure payment of customary maintenance fees or other
      administrative charges associated with such accounts so long as such Liens
      are
      incurred in the ordinary course of business for amounts that are not overdue
      for
      a period of more than 30 days or that are being contested in good faith by
      appropriate proceedings.

     

    “Registered
      Organization”
      means
      an
      entity formed by filing a registration document with a United States
      Governmental Authority, such as a corporation, limited partnership or limited
      liability company. 

     

    “Security
      Interest”
has
      the
      meaning specified in Section 2.1 of this Agreement.

     

    “Uniform
      Commercial Code”
      means
      the Uniform Commercial Code as in effect in the State of New York as it may
      be
      amended, supplemented or modified from time to time.

     

    ARTICLE
      II. Security Interest

     

    Section
      2.1. Security
      Interest.
      As
      security for the payment and performance, in full of the Obligations, and any
      extensions, renewals, modifications or refinancings of the Obligations, the
      Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges,
      hypothecates and transfers to the Secured Parties, and hereby grants to the
      Secured Parties, their successors and assigns, a security interest in, all
      of
      such Grantor’s right, title and interest in, to and under the Collateral and all
      hereinafter acquired Collateral (the “Security
      Interest”).
      

     

    Section
      2.2. No
      Assumption of Liability.
      The
      Security Interest is granted as security only and shall not subject the Secured
      Parties to, or in any way alter or modify, any obligation or liability of the
      Grantor with respect to or arising out of the Collateral.

     

    
      
        
        

      

      
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    Section
      2.3. Continuing
      Agreement.
      This
      Agreement shall create a continuing security interest in the Collateral and
      shall remain in full force and effect until payment in full of the
      Obligations.

     

    ARTICLE
      III. Representations and Warranties

     

    The
      Grantor represents and warrants to the Secured Parties that:

     

    Section
      3.1. Title
      and Authority.
      The
      Grantor has (or to the extent that this Agreement states that the Collateral
      is
      to be acquired after the date hereof, will have) good and valid rights in and
      title to the Collateral with respect to which it has purported to grant a
      security interest hereunder and has (or to the extent that this Agreement states
      that the Collateral is to be acquired after the date hereof, will have) full
      power and authority to grant to the Secured Parties the Security Interest and
      to
      execute, deliver and perform its obligations in accordance with the terms of
      this Agreement, without the consent or approval of any other Person other than
      any consent or approval which has been obtained.

     

    Section
      3.2. Filings;
      Actions to Achieve Perfection.
      Fully
      executed Uniform Commercial Code financing statements (including fixture
      filings, as applicable) or other appropriate filings, recordings or
      registrations containing a description of the Collateral as set forth herein
      or
      in any generic manner and may describe the Collateral as “all assets” or words
      of similar effect, have been delivered to the Secured Parties for filing in
      each
      United States governmental, municipal or other office specified in Schedule
      3.2
      to this
      Agreement, which are all the filings, recordings and registrations that are
      necessary to publish notice of and protect the validity of and to establish
      a
      legal, valid and perfected security interest in favor of the Secured Parties
      in
      respect of all Collateral in which the Security Interest may be perfected by
      filing, recording or registration in the United States (or any political
      subdivision thereof) and its territories and possessions, and no further or
      subsequent filing, refiling, recording, rerecording, registration or
      reregistration is necessary in any such jurisdiction, except as provided under
      applicable law with respect to the filing of continuation statements or with
      respect to the filing of amendments or new filings to reflect the change of
      the
      Grantor’s name, location, identity or corporate structure. The Grantor’s name is
      listed in the preamble of this Agreement identically to how it appears on its
      certificate of incorporation or other organizational documents and its
      organizational identification number is as set forth on Schedule
      3.2
      to this
      Agreement.

     

    Section
      3.3. Validity
      and Priority of Security Interest.
      The
      Security Interest constitutes (a) a legal and valid security interest in all
      the
      Collateral securing the payment and performance of the Obligations, (b) subject
      only to the filings described in Section 3.2 above, the Permitted Liens, and
      other previously perfected security interests in the Collateral listed on
Schedule
      3.3
      to this
      Agreement (the “Existing
      Liens”),
      a
      perfected security interest in all Collateral in which a security interest
      may
      be perfected by filing, recording or registration in the United States pursuant
      to the Uniform Commercial Code or other applicable law in the United States
      (or
      any political subdivision thereof) and its territories and possessions or any
      other country, state or nation (or any political subdivision thereof). Such
      notices, filings and all other action necessary or desirable to perfect and
      protect such security interest have been duly taken. Notwithstanding anything
      herein to the contrary, the Security Interest granted hereunder is expressly
      subordinated to those Liens on the Collateral listed on Schedule
      3.3
      to this
      Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Section
      3.4. Absence
      of Other Liens.
      The
      Grantor’s Collateral is owned by the Grantor free and clear of any Lien other
      than Permitted Liens and Existing Liens. Without limiting the foregoing and
      except as set forth on Schedule
      3.3
      to this
      Agreement, the Grantor has not filed or consented to any filing of any financing
      statement or similar filing in favor of any Person other than the Secured
      Parties, nor permitted the granting or assignment of a security interest or
      permitted perfection of any security interest in the Collateral in favor of
      any
      Person other than the Secured Parties. 

     

    Section
      3.5. Valid
      and Binding Obligation.
      This
      Agreement constitutes the legal, valid and binding obligation of the Grantor,
      enforceable against the Grantor in accordance with its terms, except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
      other laws of general application affecting enforcement of creditors’ rights
      generally, (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief, or other equitable remedies, and (iii) to the
      extent the indemnification provisions contained in this Agreement may be limited
      by applicable federal or state securities laws.

     

    Section
      3.6. Location
      of Collateral.
      The
      Grantor has no place of business or offices where its respective books of
      account and records are kept (other than temporarily at the offices of is
      attorneys or accountants) or places where Collateral is stored or located,
      except as set forth on Schedule
      3.6
      to this
      Agreement. Except as specifically set forth on Schedule
      3.6
      to this
      Agreement, the Grantor is the record owner of the real property where such
      Collateral is located, and there exist no mortgages or other liens on any such
      real property except for Permitted Liens. Except as disclosed on Schedule
      3.6
      to this
      Agreement, none of such Collateral is in the possession of any consignee,
      bailee, warehousemen, agent or processor. 

     

    Section
      3.7. Intellectual
      Property.
      Schedule
      3.7
      to this
      Agreement lists, to the best knowledge of the Grantor, all of the patents,
      patent applications, trademarks, trademark applications, registered copyrights,
      and domain names owned by the Grantor as of the date hereof. Schedule
      3.7
      to this
      Agreement lists all material licenses in favor of the Grantor for the use of
      any
      patents, trademarks, copyrights and domain names as of the date hereof. All
      material patents and trademarks of the Grantor have been duly recorded at the
      United States Patent and Trademark Office and all material copyrights of the
      Grantor have been duly recorded at the United States Copyright Office.
Schedule
      3.7
      to this
      Agreement shall be updated to the extent necessary to reflect new or additional
      patents, trademarks, copyrights, domain names, and applications or licenses
      therefore, in favor of the Secured Parties. 

     

    Section
      3.8. Deposit
      Accounts; Securities Accounts.
      The
      only Deposit Accounts or Securities Accounts maintained by the Grantor on the
      date hereof are those listed on Schedule
      3.8
      to this
      Agreement. 

     

    ARTICLE
      IV. Covenants

     

    Section
      4.1. Change
      of Name; Location of Collateral; Place of Business, State of Formation or
      Organization.

     

    (a)
      The
      Grantor shall notify the Secured Parties in writing at least eleven (11) days
      prior to any change (i) in its corporate name or in any trade name used to
      identify it in the conduct of its business or in the ownership of its
      properties, (ii) in the location of its chief executive office, its principal
      place of business, any office in which it maintains books or records relating
      to
      Collateral owned by it (including the establishment of any such new office
      or
      facility), (iii) in its identity or corporate structure such that a filed filing
      made under the Uniform Commercial Code becomes misleading or (iv) in its Federal
      Taxpayer Identification Number or organizational identification number.
      Furthermore, the Grantor shall not effect or permit any change referred to
      in
      the preceding sentence unless all filings have been made under the Uniform
      Commercial Code or otherwise that are required in order for the Secured Parties
      to continue at all times following such change to have a valid, legal and
      perfected security interest in all the Collateral. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b)
      Without limiting Section 4.1(a), without prior written notice to the Secured
      Parties, in each instance, the Grantor shall not change its (i) principal
      residence, if it is an individual, (ii) place of business, if it has only one
      place of business and is not a Registered Organization, (iii) principal place
      of
      business, if it has more than one place of business and is not a Registered
      Organization, or (iv) state of incorporation, formation or organization, if
      it
      is a Registered Organization. 

     

    Section
      4.2. Records.
      The
      Grantor shall maintain, at its own cost and expense, such complete and accurate
      records with respect to the Collateral owned by it as is consistent with its
      current practices and in accordance with such prudent and standard practices
      used in industries that are the same as or similar to those in which the Grantor
      is engaged, but in any event to include complete accounting records indicating
      all payments and proceeds received with respect to any part of the Collateral,
      and, at such time or times as the Secured Parties may reasonably request,
      promptly to prepare and deliver to the Secured Parties a duly certified schedule
      or schedules in form and detail reasonably satisfactory to the Secured Parties
      showing the identity, amount and location of any and all Collateral.


     

    Section
      4.3. Periodic
      Certification; Notice of Changes.
      In the
      event there should at any time be any change in the information represented
      and
      warranted herein or in the documents and instruments executed and delivered
      in
      connection herewith, the Grantor shall immediately notify the Secured Parties
      in
      writing of such change (this notice requirement shall be in extension of and
      shall not limit or relieve the Grantor of any other covenants
      hereunder).

     

    Section
      4.4. Protection
      of Security.
      The
      Grantor shall, at its own cost and expense, take any and all actions necessary
      to defend title to the Collateral against all persons and to defend the Security
      Interest of the Secured Parties in the Collateral and the priority thereof
      against any Lien. 

     

    Section
      4.5. Inspection
      and Verification.
      The
      Secured Parties and such persons as the Secured Parties may reasonably designate
      shall have the right, upon reasonable notice to the Grantor and during normal
      business hours, to inspect the Collateral, all records related thereto (and
      to
      make extracts and copies from such records) and the premises upon which any
      of
      the Collateral is located, to discuss the Grantor’s affairs with the officers of
      the Grantor and its independent accountants and to verify under reasonable
      procedures the validity, amount, quality, quantity, value, condition and status
      of, or any other matter relating to, the Collateral, including, in the case
      of
      collateral in the possession of any third Person, by contacting any account
      debtor or third Person possessing such Collateral for the purpose of making
      such
      a verification. Out-of-pocket expenses in connection with any inspections by
      representatives of the Secured Parties shall be (a) the obligations of the
      Grantor with respect to any inspection after the Secured Parties’ demand payment
      of the Note in accordance with the terms thereof or (b) the obligation of the
      Secured Parties in any other case. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      4.6. Taxes;
      Encumbrances.
      At
      their option, the Secured Parties may discharge Liens other than Permitted
      Liens
      and Existing Liens at any time levied or placed on the Collateral and may pay
      for the maintenance and preservation of the Collateral to the extent the Grantor
      fails to do so and the Grantor shall reimburse the Secured Parties on demand
      for
      any payment made or any expense incurred by the Secured Parties pursuant to
      the
      foregoing authorization; provided,
      however,
      that
      nothing in this Section shall be interpreted as excusing the Grantor from the
      performance of, or imposing any obligation on the Secured Parties to cure or
      perform, any covenants or other obligation of the Grantor with respect to any
      Lien or maintenance or preservation of Collateral as set forth
      herein.

     

    Section
      4.7. Use
      and Disposition of Collateral.
      The
      Grantor shall not make or permit to be made an assignment, pledge or
      hypothecation of any Collateral or shall grant any other Lien (other than
      Permitted Liens) in respect of the Collateral without the prior written consent
      of the Secured Parties. The Grantor shall not make or permit to be made any
      transfer of any Collateral other than in the ordinary course of business or
      with
      respect to Existing Liens and other liens approved by the Secured Parties and
      the Grantor shall remain at all times in possession of the Collateral owned
      by
      it. 

     

    Section
      4.8. Insurance/Notice
      of Loss.
      Within
      a reasonable period of time following the date of this Agreement, Grantor,
      at
      its own expense, shall maintain or cause to be maintained insurance covering
      physical loss or damage to the Collateral as described on Schedule
      4.8
      to this
      Agreement. In extension of the foregoing and without limitation, such insurance
      shall be payable to the Secured Parties as loss payee under a “standard” loss
      payee clause, and the Secured Parties shall be listed as an “additional insured”
on Grantor’s general liability insurance. Such insurance shall not be
      terminated, cancelled or not renewed for any reason, including non-payment
      of
      insurance premiums, unless the insurer shall have provided the Secured Parties
      at least 30 days prior written notice. Grantor irrevocably makes, constitutes
      and appoints the Secured Parties (and all officers, employees or agents
      designated by the Secured Parties) as its true and lawful agent and
      attorney-in-fact for the purpose, at any time after the occurrence and during
      the continuance of an Event of Default, of making, settling and adjusting claims
      in respect of Collateral under policies of insurance, endorsing the name of
      Grantor on any check, draft, instrument or other item of payment for the
      proceeds of such policies of insurance and for making all determinations and
      decisions with respect thereto. In the event that Grantor at any time or times
      shall fail to obtain or maintain any of the policies of insurance required
      hereby or to pay any premium in whole or part relating thereto, the Secured
      Parties may, without waiving or releasing any obligation or liability of Grantor
      hereunder, in their sole discretion, obtain and maintain such policies of
      insurance and pay such premium and take any other actions with respect thereto
      as the Secured Parties deem advisable. All sums disbursed by the Secured Parties
      in connection and in accordance with this Section, including reasonable
      attorneys’ fees, court costs, expenses and other charges relating thereto, shall
      be payable upon demand, by Grantor to the Secured Parties and shall be
      additional Obligations secured hereby. Grantor shall promptly notify the Secured
      Parties if any material portion of the Collateral owned or held by Grantor
      is
      damaged or destroyed. The proceeds of any casualty insurance in respect of
      any
      casualty loss of any of the Collateral shall (i) so long as no Event of Default
      has occurred and is continuing, be disbursed to Grantor for direct application
      by Grantor solely to the repair or replacement of Grantor’s property so damaged
      or destroyed, and (ii) in all other circumstances, be held by the Secured
      Parties and promptly applied to the Obligations. The Secured Parties may apply
      any of such proceeds directly to the repair or replacement of Grantor’s property
      so damaged or destroyed, or Grantor may apply all or any part of such proceeds
      to the Obligations.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Section
      4.9. Legend.
      Grantor
      shall legend, in form and manner satisfactory to the Secured Parties, its
      accounts and its books, records and documents evidencing or pertaining thereto
      with an appropriate reference to the fact that such accounts have been assigned
      to the Secured Parties and that the Secured Parties have a security interest
      therein. 

     

    Section
      4.10. Further
      Assurances.
      Grantor
      shall, at its own expense, execute, acknowledge, deliver and cause to be duly
      filed all such further instruments and documents and take all such actions
      as
      the Secured Parties may from time to time reasonably request to better assure,
      preserve, protect and perfect the Security Interest and the rights and remedies
      created hereby, including the payment of any fees and taxes required in
      connection with the execution and delivery of this Agreement, the granting
      of
      the Security Interest, the filing of any financing statements (including fixture
      filings), the delivery of a separate security agreement with respect to the
      Grantor’s Intellectual Property or any other documents in connection herewith or
      therewith. If any amount payable under or in connection with any of the
      Collateral shall be or become evidenced by any promissory note or other
      instrument, such note or instrument shall be immediately pledged and delivered
      to the Secured Parties, duly endorsed in a manner satisfactory to the Secured
      Parties. 

     

    ARTICLE
      V. Power of Attorney 

     

    Section
      5.1. Power
      of Attorney.
      

     

    (a)
      Grantor hereby irrevocably (as a power coupled with an interest) constitutes
      and
      appoints Vision Opportunity Master Fund, Ltd. (“Vision”)
      and
      all officers, employees or agents designated by Vision, its attorney-in-fact
      with full power of substitution, for the benefit of the Secured Parties,


     

    (i)
      to
      take all appropriate action and to execute all documents and instruments that
      may be necessary or desirable to accomplish the purposes of this Agreement,
      and
      without limiting the generality of the foregoing, Grantor hereby grants the
      power to file one or more financing statements (including fixture filings),
      continuation statements, filings with the United States Patent and Trademark
      Office or United States Copyright Office (or any successor office or any similar
      office in any other country) or other documents for the purpose of perfecting,
      confirming, continuing, enforcing or protecting the Security Interest granted
      by
      Grantor, without the signature of Grantor, and naming Grantor as debtor and
      the
      Secured Parties as secured party; and

     

    (ii)
      at
      any time after the occurrence and during the continuance of an Event of Default,
      (i) to receive, endorse, assign and/or deliver any and all notes, acceptances,
      checks, drafts, money orders or other evidences of payment relating to the
      Collateral or any part thereof; (ii) to demand, collect, receive payment of,
      give receipt for and give discharges and releases of all or any of the
      Collateral; (iii) to sign the name of Grantor on any invoice or bill of lading
      relating to any of the Collateral; (iv) to send verifications of accounts to
      any
      account debtor or any other Person liable for an account; (v) to commence and
      prosecute any and all suits, actions or proceedings at law or in equity in
      any
      court of competent jurisdiction to collect or otherwise realize on all or any
      of
      the Collateral or to enforce any rights in respect of any Collateral; (vi)
      to
      settle, compromise, compound, adjust or defend any actions, suits or proceedings
      relating to all or any of the Collateral; and (vii) to use, sell, assign,
      transfer, pledge, make any agreement with respect to or otherwise deal with
      all
      or any of the Collateral, and to do all other acts and things necessary to
      carry
      out the purposes of this Agreement, as fully and completely as though the
      Secured Parties were the absolute owner of the Collateral for all purposes;
      provided, however,
      that
      nothing herein contained shall be construed as requiring or obligating the
      Secured Parties to make any commitment or to make any inquiry as to the nature
      or sufficiency of any payment received by the Secured Parties, or to present
      or
      file any claim or notice, or to take any action with respect to the Collateral
      or any part thereof or the moneys due or to become due in respect thereof or
      any
      property covered thereby, and no action taken or omitted to be taken by the
      Secured Parties with respect to the Collateral or any part thereof shall give
      rise to any defense, counterclaim or offset in favor of Grantor or to any claim
      or action against the Secured Parties. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b)
      The
      provisions of this Article shall in no event relieve Grantor of any of its
      obligations hereunder with respect to the Collateral or any part thereof or
      impose any obligation on the Secured Parties to proceed in any particular manner
      with respect to the Collateral or any part thereof, or in any way limit the
      exercise by the Secured Parties of any other or further right which it may
      have
      on the date of this Agreement or hereafter, whether hereunder, by law or
      otherwise.

     

    ARTICLE
      VI. Remedies

     

    Section
      6.1. Remedies
      upon Default.
      

     

    (a)
      Upon
      the occurrence and during the continuance of an Event of Default, Grantor agrees
      to deliver each item of its Collateral to the Secured Parties on demand, and
      it
      is agreed that the Secured Parties shall have the right to take any of or all
      the following actions at the same or different times (but at all times subject
      to any Permitted Lien and Existing Liens): to the extent permitted by applicable
      law, with or without legal process and with or without prior notice or demand
      for performance, to take possession of the Collateral and without liability
      for
      trespass to enter any premises where the Collateral may be located for the
      purpose of taking possession of or removing the Collateral; exercise Grantor’s
      right to bill and receive payment for completed work; and, generally, to
      exercise any and all rights afforded to a secured party under the Uniform
      Commercial Code or other applicable law. Without limiting the generality of
      the
      foregoing, Grantor agrees that the Secured Parties shall have the right, subject
      to the mandatory requirements of applicable law, to sell or otherwise dispose
      of
      all or any part of the Collateral, at public or private sale or at any broker’s
      board or on any securities exchange, for cash, upon credit or for future
      delivery as the Secured Parties shall deem appropriate. The Secured Parties
      shall be authorized at any such sale (if it deems it advisable to do so) to
      restrict the prospective bidders or purchasers to persons who will represent
      and
      agree that they are purchasing the Collateral for their own account for
      investment and not with a view to the distribution or sale thereof, and upon
      consummation of any such sale the Secured Parties shall have the right to
      assign, transfer and deliver to the purchaser or purchasers thereof the
      Collateral so sold. Each such purchaser at any such sale shall hold the property
      sold absolutely, free from any claim or right on the part of Grantor, and
      Grantor hereby waives (to the extent permitted by law) all rights of redemption,
      stay and appraisal which Grantor now has or may at any time in the future have
      under any rule of law or statute now existing or hereafter enacted.


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b)
      The
      Secured Parties shall give Grantor ten (10) days’ written notice (which Grantor
      agrees is reasonable notice within the meaning of Section 9-611 of the Uniform
      Commercial Code) of the Secured Parties’ intention to make any sale of
      Collateral. Such notice, in the case of a public sale, shall state the time
      and
      place for such sale and, in the case of a sale at a broker’s board or on a
      securities exchange, shall state the board or exchange at which such sale is
      to
      be made and the day on which the Collateral, or portion thereof, will first
      be
      offered for sale at such board or exchange. Any such public sale shall be held
      at such time or times within ordinary business hours and at such place or places
      as the Secured Parties may fix and state in the notice (if any) of such sale.
      At
      any such sale, the Collateral, or portion thereof, to be sold may be sold in
      one
      lot as an entirety or in separate parcels, as the Secured Parties may (in their
      sole and absolute discretion) determine. The Secured Parties shall not be
      obligated to make any sale of any Collateral if it shall determine not to do
      so,
      regardless of the fact that notice of sale of such Collateral shall have been
      given. The Secured Parties may, without notice or publication, adjourn any
      public or private sale or cause the same to be adjourned from time to time
      by
      announcement at the time and place fixed for sale, and such sale may, without
      further notice, be made at the time and place to which the same was so
      adjourned. In case any sale of all or any part of the Collateral is made on
      credit or for future delivery, the Collateral so sold may be retained by the
      Secured Parties until the sale price is paid by the purchaser or purchasers
      thereof, but the Secured Parties shall not incur any liability in case any
      such
      purchaser or purchasers shall fail to take up and pay for the Collateral so
      sold
      and, in case of any such failure, such Collateral may be sold again upon like
      notice. At any public (or, to the extent permitted by law, private) sale made
      pursuant to this Section, the Secured Parties may bid for or purchase, free
      (to
      the extent permitted by law) from any right of redemption, stay, valuation
      or
      appraisal on the part of Grantor (all said rights being also hereby waived
      and
      released to the extent permitted by law), the Collateral or any part thereof
      offered for sale and may make payment on account thereof by using any claim
      then
      due and payable to the Secured Parties from Grantor as a credit against the
      purchase price, and the Secured Parties may, upon compliance with the terms
      of
      sale, hold, retain and dispose of such property without further accountability
      to Grantor therefor. For purposes hereof, a written agreement to purchase the
      Collateral or any portion thereof shall be treated as a sale thereof; the
      Secured Parties shall be free to carry out such sale pursuant to such agreement
      and Grantor shall not be entitled to the return of the Collateral or any portion
      thereof subject thereto, notwithstanding the fact that after the Secured Parties
      shall have entered into such an agreement all Obligations have been paid in
      full. As an alternative to exercising the power of sale herein conferred upon
      it, the Secured Parties may proceed by a suit or suits at law or in equity
      to
      foreclose this Agreement and to sell the Collateral or any portion thereof
      pursuant to a judgment or decree of a court or courts having competent
      jurisdiction or pursuant to a proceeding by a court-appointed
      receiver.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      6.2. Application
      of Proceeds.
      The
      Secured Parties shall apply the proceeds of any collection or sale of the
      Collateral, as well as any Collateral consisting of cash, as follows:


     

    (a)
      FIRST, to the payment of all costs and expenses incurred by the Secured Parties
      in connection with such collection or sale or otherwise in connection with
      this
      Agreement or any of the Obligations, including all court costs and the
      reasonable fees and expenses of its agents and legal counsel, and any other
      costs or expenses incurred in connection with the exercise of any right or
      remedy hereunder, under the Purchase Agreement, the Note and the other
      Transaction Documents;

     

    (b)
      SECOND, to the payment in full of the Obligations; and

     

    (c)
      THIRD, to Grantor, its successors or assigns, or to whomsoever may be lawfully
      entitled to receive the same, or as a court of competent jurisdiction may
      otherwise direct.

     

    Subject
      to the foregoing, the Secured Parties shall have absolute discretion as to
      the
      time of application of such proceeds, moneys or balances in accordance with
      this
      Agreement. Upon any sale of the Collateral by the Secured Parties (including
      pursuant to a power of sale granted by statute or under a judicial proceeding),
      the receipt of any such proceeds, moneys or balances by the Secured Parties
      or
      of the officer making the sale shall be a sufficient discharge to the purchaser
      or purchasers of the Collateral so sold and such purchaser or purchasers shall
      not be obligated to see to the application of any part of the purchase money
      paid over to the Secured Parties or such officer or be answerable in any way
      for
      the misapplication thereof.

     

    ARTICLE
      VII. Miscellaneous

     

    Section
      7.1. Notices.
      All
      communications and notices hereunder to the Grantor and to the Secured Parties
      shall (except as otherwise expressly permitted herein) be in writing and
      delivered to the Grantor or the Secured Parties, as the case may be, as provided
      in the Purchase Agreement. 

     

    Section
      7.2. Security
      Interest Absolute.
      All
      rights of the Secured Parties hereunder, the Security Interest and all
      obligations of Grantor hereunder shall be absolute and unconditional
      irrespective of (a) any lack of validity or enforceability of this Agreement,
      the Purchase Agreement, the Note, any Transaction Document or any agreement
      with
      respect to any of the Obligations or any other agreement or instrument relating
      to any of the foregoing, (b) any change in the time, manner or place of payment
      of, or in any other term of, all or any of the Obligations, or any other
      amendment or waiver of or any consent to any departure from the Purchase
      Agreement, the Note, any Transaction Document or any other agreement or
      instrument, (c) any exchange, release or non-perfection of any Lien on other
      collateral, or any release or amendment or waiver of or consent under or
      departure from any guarantee, securing or guaranteeing all or any of the
      Obligations, or (d) any other circumstance that might otherwise constitute
      a
      defense available to, or a discharge of, Grantor in respect of the Obligations
      or this Agreement. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      7.3. Survival
      of Agreement.
      All
      covenants, agreements, representations and warranties made by Grantor herein
      and
      in the certificates or other instruments prepared or delivered in connection
      with or pursuant to this Agreement shall be considered to have been relied
      upon
      by the Secured Parties and shall survive the making of the loan and the
      execution and delivery to the Secured Parties of the Note, regardless of any
      investigation made by the Secured Parties or on their behalf; and shall continue
      in full force and effect until this Agreement shall terminate.

     

    Section
      7.4. Binding
      Effect; Several Agreement; Successors and Assigns.
      This
      Agreement shall become effective as to Grantor when a counterpart hereof
      executed on behalf of Grantor shall have been delivered to the Secured Parties
      and a counterpart hereof shall have been executed on behalf of the Secured
      Parties, and thereafter shall be binding upon Grantor and the Secured Parties
      and their respective successors and assigns, and shall inure to the benefit
      of
      Grantor, the Secured Parties and their respective successors and assigns, except
      that Grantor shall not have the right to assign or transfer its rights or
      obligations hereunder or any interest herein or in the Collateral (and any
      such
      assignment or transfer shall be void) except as expressly contemplated by this
      Agreement, the Purchase Agreement, the Note or the other Transaction Documents.
      

     

    Section
      7.5. Secured
      Parties’ Fees and Expense; Indemnification.

     

    (a)
      Grantor agrees to pay upon demand to the Secured Parties the amount of any
      and
      all reasonable expenses, including all reasonable fees, disbursements and other
      charges of its counsel and of any experts or agents, which the Secured Parties
      may incur in connection with (i) (including all filings and recordings made
      hereunder), the administration of this Agreement, (ii) the custody or
      preservation of, or the sale of, collection from or other realization upon
      any
      of the Collateral, (iii) the exercise, enforcement or protection of any of
      the
      rights of the Secured Parties hereunder or (iv) the failure of Grantor to
      perform or observe any of the provisions hereof. 

     

    (b)
      Grantor agrees to indemnify the Secured Parties and the agent, contractors
      and
      employees of the Secured Parties (collectively, the “Indemnitees”)
      against, and hold each of them harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including reasonable fees,
      disbursements and other charges of counsel, incurred by or asserted against
      any
      of them arising out of, in any way connected with, or as a result of, the
      execution, delivery, or performance of this Agreement or any agreement or
      instrument contemplated hereby or any claim, litigation, investigation or
      proceeding relating hereto or to the Collateral, whether or not any Indemnitee
      is a party thereto; provided,
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or willful misconduct of such
      Indemnitee.

     

    (c)
      Any
      such amounts payable as provided hereunder shall be additional Obligations
      secured hereby. The provisions of this Section shall remain operative and in
      full force and effect regardless of the termination of this Agreement, the
      Purchase Agreement, the Note or the other Transaction Documents, the
      consummation of the transactions contemplated hereby, the repayment of any
      of
      the Obligations, the invalidity or unenforceability of any term or provision
      of
      this Agreement, the Purchase Agreement, the Note or the other Transaction
      Documents, or any investigation made by or on behalf of the Secured Parties.
      All
      amounts due under this Section shall be payable on written demand therefor.
      

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
      7.6. GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
      LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY OF THE CONFLICTS
      OF
      LAW PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAW
      OF
      ANOTHER JURISDICTION. THIS AGREEMENT SHALL NOT BE INTERPRETED OR CONSTRUED
      WITH
      ANY PRESUMPTION AGAINST THE PARTY CAUSING THIS AGREEMENT TO BE
      DRAFTED.

     

    Section
      7.7. Waivers;
      Amendment.
      

     

    (a)
      No
      failure or delay of the Secured Parties in exercising any power or right
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise of any such right or power, or any abandonment or discontinuance of
      steps to enforce such a right or power, preclude any other or further exercise
      thereof or the exercise of any other right or power. The rights and remedies
      of
      the Secured Parties hereunder and under the Purchase Agreement are cumulative
      and are not exclusive of any rights or remedies that they would otherwise have.
      No waiver of any provisions of this Agreement, the Purchase Agreement, the
      Note
      or the other Transaction Documents or consent to any departure by Grantor
      therefrom shall in any event be effective unless the same shall be permitted
      by
      paragraph (b) below, and then such waiver or consent shall be effective only
      in
      the specific instance and for the purpose for which given. No notice to or
      demand on Grantor in any case shall entitle Grantor to any other or further
      notice or demand in similar or other circumstances.

     

    (b)
      Neither this Agreement nor any provision hereof may be waived, amended or
      modified except pursuant to an agreement or agreements, in writing entered
      into
      by the Secured Parties and Grantor.

     

    Section
      7.8. WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
      OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE
      PURCHASE AGREEMENT OR THE NOTE. EACH PARTY HERETO (A) CERTIFIES THAT NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
      PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE PURCHASE
      AGREEMENT AND THE NOTE, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
      WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    Section
      7.9. Severability.
      In the
      event any one or more of the provisions contained in this Agreement should
      be
      held invalid, illegal or unenforceable in any respect, the validity, legality
      and enforceability of the remaining provisions contained herein shall not in
      any
      way be affected or impaired thereby (it being understood that the invalidity
      of
      a particular provision in a particular jurisdiction shall not in and of itself
      affect the validity of such provision in any other jurisdiction). The parties
      shall endeavor in good-faith negotiations to replace the invalid, illegal or
      unenforceable provisions with valid provisions the economic effect of which
      comes as close as possible to that of the invalid, illegal or unenforceable
      provisions.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      7.10. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original but all of which when taken together shall constitute
      but
      one contract. Each party shall be entitled to rely on a facsimile signature
      of
      any other party hereunder as if it were an original.

     

    Section
      7.11. Jurisdiction;
      Consent to Service of Process.
      

     

    (a)
      Grantor hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of any New York State court or
      Federal court of the United States of America sitting in New York City, and
      any
      appellate court from any thereof, in any action or proceeding arising out of
      or
      relating to this Agreement, the Purchase Agreement or the Note, or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York State
      or,
      to the extent permitted by law, in such Federal court. Each of the parties
      hereto agrees that a final judgment in any such action or proceeding shall
      be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Agreement shall affect
      any
      right that the Secured Parties may otherwise have to bring any action or
      proceeding relating to this Agreement, the Purchase Agreement, the Note or
      the
      other Transaction Documents against Grantor or its properties in the courts
      of
      any jurisdiction.

     

    (b)
      Grantor hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement, the Purchase Agreement, the Note or the other
      Transaction Documents in any New York State or Federal court. Each of the
      parties hereto hereby irrevocably waives, to the fullest extent permitted by
      law, the defense of an inconvenient forum to the maintenance of such action
      or
      proceeding in any such court. 

     

    (c)
      Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 7.1. Nothing in this Agreement will affect
      the
      right of any party to this Agreement to serve process in any other manner
      permitted by law.

     

    Section
      7.12. Termination.
      This
      Agreement and the Security Interest shall terminate when all the Obligations
      (other than indemnification obligations in respect of unasserted claims) have
      been paid in full, at which time the Secured Parties shall execute and deliver
      to Grantor, at Grantor’s expense, all Uniform Commercial Code termination
      statements and similar documents which Grantor shall reasonably request to
      evidence such termination. Any execution and delivery of termination statements
      or documents pursuant to this Section shall be without recourse to or warranty
      by the Secured Parties.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Section
      7.13. Prejudgment
      Remedy Waiver.
      Grantor
      acknowledges that this Agreement, the Purchase Agreement, the Note and the
      other
      Transaction Documents evidence a commercial transaction and that it could,
      under
      certain circumstances have the right, to notice of and hearing on the right
      of
      the Secured Parties to obtain a prejudgment remedy, such as attachment,
      garnishment and/or replevin, upon commencing any litigation against Grantor.
      Notwithstanding, Grantor hereby waives, to the extent permitted by applicable
      law, all rights to notice, judicial hearing or prior court order to which it
      might otherwise have the right under any state or federal statute or
      constitution in connection with the obtaining by the Secured Parties of any
      prejudgment remedy by reason of this Agreement, the Purchase Agreement, the
      Note, the other Transaction Documents or by reason of the Obligations or any
      renewals or extensions of the same. Grantor also waives, to the extent permitted
      by applicable law, any and all objection which it might otherwise assert, now
      or
      in the future, to the exercise or use by the Secured Parties of any right of
      setoff, repossession or self help as may presently exist under statute or common
      law.

     

    Section
      7.14. Limitation
      on Secured Parties’ Duty in Respect of Collateral.
      Secured
      Party shall not have any duty as to any Collateral in its possession or control
      or in the possession or control of any agent or nominee of it or any income
      thereon or as to the preservation of rights against prior parties or any other
      rights pertaining thereto, except that Secured Party shall use reasonable care
      with respect to the Collateral in its possession or under its control.


     

     

    [SIGNATURE
      PAGES FOLLOW]


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Security Agreement as
      of
      the day and year first written above.

     

    
      	 	 	 
	 	
              TECHNOCONCEPTS
                INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      	 	 	 
	 	
              
                VISION
                  OPPORTUNITY MASTER FUND, LTD.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      
        	 	 	 
	 	
                
                  
                    DYNAMIC
                      DECISIONS GROWTH PREMIUM

                  

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:
                  

                Title:
                  

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    Secured
      Parties

     

    


    Vision
      Opportunity Master Fund, Ltd.

    20
      W.
      55th Street, 5th floor 

    New
      York,
      NY 10019 

    


    Dynamic
      Decisions Growth Premium

    c/o
      Morgan Stanley

    25
      Cabot
      Square

    London
      E14 4QA UK


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.2

    State
      of Incorporation; Chief Executive Office; Filing Locations; Organizational
      Identification Number

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.3

    Existing
      Liens


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      3.6

    Location
      of Collateral

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.7

    Intellectual
      Property

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.8

    Deposit
      Accounts; Securities Accounts

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      4.8

    Insurance