FORM
      OF NOTE

    


    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED,
      OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY
      THE
      MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY
      SATISFACTORY TO THE MAKER THAT THIS NOTE MAY BE SOLD, TRANSFERRED, HYPOTHECATED,
      OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT
      AND
      SUCH STATE SECURITIES LAWS.


    


    TECHNOCONCEPTS
      INC.

    


    Secured
      Promissory Note

    due
      December 29, 2007

     

    
      	 No. 1	
               $____________

            

Dated:
      June 29, 2007

    


    For
      value
      received, TechnoConcepts Inc., a Colorado corporation (the “Maker”),
      hereby promises to pay to the order of _______________ (together with its
      successors, representatives, and permitted assigns, the “Holder”),
      in
      accordance with the terms hereinafter provided, the principal amount of
      ____________, together with interest thereon.

     

    All
      payments under or pursuant to this Note shall be made in United States Dollars
      in immediately available funds to the Holder at
      the
      address of the Holder set forth in the Purchase Agreement (as defined below)
      or
      at such other place as the Holder may designate from time to time in writing
      to
      the Maker or by wire transfer of funds to the Holder’s account, instructions for
      which are attached hereto as Exhibit
      A. The
      outstanding principal balance of this Note shall be due and payable on the
      earlier of (i) December 29, 2007 and (ii) the closing date of the Qualified
      Financing (as defined below) (the “Maturity
      Date”)
      or at
      such earlier time as provided herein. 

     

    At
      the
      Holder’s sole option, on the Maturity Date all or a portion of the outstanding
      principal amount of this Note plus all accrued and unpaid interest may be
      exchanged for shares of the Company’s equity securities issued pursuant to an
      equity financing resulting in at least $6,000,000 in gross proceeds during
      the
      term of this Note (a “Qualified
      Financing”)
      on the
      same terms and conditions as provided in the Qualified Financing. If the Holder
      elects to be paid in shares of the Company’s equity securities in the Qualified
      Financing, the principal amount of this Note plus all accrued and unpaid
      interest shall be deemed paid in full upon receipt of such number of equity
      securities equal to one hundred percent (100%) of the principal amount of this
      Note and all accrued and unpaid interest outstanding divided by the price per
      share of the equity securities issued in a Qualified Financing, plus such number
      of warrants the Holder shall be entitled to pursuant to the terms of the
      Qualified Financing. 

     

    
      
        
        

      

      
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    ARTICLE
      I

     

    Section
      1.1 Purchase
      Agreement. This Note has been executed and delivered pursuant to the Note
      and Warrant Purchase Agreement dated as of June 29, 2007 (the “Purchase
      Agreement”) by and among the Maker
      and the
      Purchasers listed therein. Capitalized terms used and not otherwise defined
      herein shall have the meanings set forth for such terms in the Purchase
      Agreement. 

     

    Section
      1.2 Interest.
      Beginning on the issuance date of this Note the outstanding principal balance
      of
      this Note shall bear interest at a rate per annum equal to ten percent (10%).
      Interest on the Note shall be payable in cash on the Maturity Date. Furthermore,
      upon the occurrence of an Event of Default (as defined in Section 2.1 hereof),
      then to the extent permitted by law, the Maker will pay interest in cash to
      the
      Holder, payable on demand, on the outstanding principal balance of the Note
      from
      the date of the Event of Default until such Event of Default is cured at the
      rate of the lesser of fifteen percent (15%) and the maximum applicable legal
      rate per annum. 

     

    Section
      1.3 Security
      Agreement; Ranking. The obligations of the Maker hereunder are secured by a
      continuing security interest in all of the assets of the Maker pursuant to
      the
      terms of the Security Agreement dated as of June 29, 2007 by and among the
      Maker, on the one hand and the Holder on the other hand. 

     

    Section
      1.4 Payment
      on Non-Business Days. Whenever any payment to be made shall be due on a
      Saturday, Sunday or a public holiday under the laws of the State of New York,
      such payment may be due on the next succeeding business day and such next
      succeeding day shall be included in the calculation of the amount of accrued
      interest payable on such date.

     

    Section
      1.5 Transfer.
      This Note may be transferred or sold, subject to the provisions of Section
      4.8
      of this Note, or pledged, hypothecated or otherwise granted as security by
      the
      Holder.

     

    Section
      1.6 Replacement.
      Upon receipt of a duly executed, notarized and unsecured written statement
      from
      the Holder with respect to the loss, theft or destruction of this Note (or
      any
      replacement hereof) and a standard indemnity reasonably satisfactory to the
      Maker, or, in the case of a mutilation of this Note, upon surrender and
      cancellation of such Note, the Maker shall issue a new Note, of like tenor
      and
      amount, in lieu of such lost, stolen, destroyed or mutilated Note.

     

    ARTICLE
      II

     

    EVENTS
      OF DEFAULT; REMEDIES

     

    Section
      2.1 Events
      of Default. The occurrence of any of the following events shall be an “Event
      of Default” under this Note:

     

    (a) the
      Maker
      shall fail to make any principal or interest payments on the date such payments
      are due and such default is not fully cured within three (3) business days
      after
      the occurrence thereof; or

     

    
      
        
        

      

      
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    (b) the
      Maker
      shall fail to make the payment of any fees and/or liquidated damages under
      this
      Note or the Purchase Agreement after the Holder delivers written notice to
      the
      Maker of the incurrence thereof; or

     

    (c) default
      shall be made in the performance or observance of (i) any covenant, condition
      or
      agreement contained in this Note and such default is not fully cured within
      ten
      (10) business days after the occurrence of such default or (ii) any covenant,
      condition or agreement contained in the Purchase Agreement or any other
      Transaction Document which is not covered by any other provisions of this
      Section 2.1 and such default is not fully cured within ten (10) business days
      after the occurrence of such default; or

     

    (d) any
      material representation or warranty made by the Maker herein or in the Purchase
      Agreement or any other Transaction Document shall prove to have been false
      or
      incorrect or breached in a material respect on the date as of which made and
      the
      Holder delivers written notice to the Maker of the occurrence thereof;
      or

     

    (e) the
      Maker
      shall (A) default in any payment of any amount or amounts of principal of or
      interest on any Indebtedness (other than the Indebtedness hereunder) the
      aggregate principal amount of which Indebtedness is in excess of
      $100,000 or
      (B)
      default in the observance or performance of any other agreement or condition
      relating to any Indebtedness or contained in any instrument or agreement
      evidencing, securing or relating thereto, or any other event shall occur or
      condition exist, the effect of which default or other event or condition is
      to
      cause, or to permit the holder or holders or beneficiary or beneficiaries of
      such Indebtedness to cause with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity; or 

     

    (f) the
      Maker
      shall (i) apply for or consent to the appointment of, or the taking of
      possession by, a receiver, custodian, trustee or liquidator of itself or of
      all
      or a substantial part of its property or assets, (ii) make a general assignment
      for the benefit of its creditors, (iii) commence a voluntary case under the
      United States Bankruptcy Code (as now or hereafter in effect) or under the
      comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition
      seeking to take advantage of any bankruptcy, insolvency, moratorium,
      reorganization or other similar law affecting the enforcement of creditors’
rights generally, (v) acquiesce in writing to any petition filed against it
      in
      an involuntary case under United States Bankruptcy Code (as now or hereafter
      in
      effect) or under the comparable laws of any jurisdiction (foreign or domestic),
      (vi) issue a notice of bankruptcy or winding down of its operations or issue
      a
      press release regarding same, or (vii) take any action under the laws of any
      jurisdiction (foreign or domestic) analogous to any of the foregoing; or


     

    (g) a
      proceeding or case shall be commenced in respect of the Maker, without its
      application or consent, in any court of competent jurisdiction, seeking (i)
      the
      liquidation, reorganization, moratorium, dissolution, winding up, or composition
      or readjustment of its debts, (ii) the appointment of a trustee, receiver,
      custodian, liquidator or the like of it or of all or any substantial part of
      its
      assets in connection with the liquidation or dissolution of the Maker or (iii)
      similar relief in respect of it under any law providing for the relief of
      debtors, and such proceeding or case described in clause (i), (ii) or (iii)
      shall continue undismissed, or unstayed and in effect, for a period of thirty
      (30) days or any order for relief shall be entered in an involuntary case under
      United States Bankruptcy Code (as now or hereafter in effect) or under the
      comparable laws of any jurisdiction (foreign or domestic) against the Maker
      or
      action under the laws of any jurisdiction (foreign or domestic) analogous to
      any
      of the foregoing shall be taken with respect to the Maker and shall continue
      undismissed, or unstayed and in effect for a period of thirty (30) days;
      or

     

    
      
        
        

      

      
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    (h) the
      failure of the Maker to pay any other amounts due to the Holder herein or
      pursuant to any other Transaction Document within five (5) business days of
      the
      date such payments are due and such default is not fully cured within two (2)
      business days after the Holder delivers written notice to the Maker of the
      occurrence thereof.

     

    Section
      2.2 Remedies
      Upon An Event of Default. If an Event of Default shall have occurred and
      shall be continuing, the Holder of this Note may at any time at its option,
      (a)
      declare the entire unpaid principal balance of this Note, together with all
      interest accrued hereon, due and payable, and thereupon, the same shall be
      accelerated and so due and payable, without presentment, demand, protest, or
      notice, all of which are hereby expressly unconditionally and irrevocably waived
      by the Maker; provided, however, that upon the occurrence of an Event of Default
      described in Sections 2.1 (f) or (g), the outstanding principal balance and
      accrued interest hereunder shall be automatically due and payable or (b)
      exercise or otherwise enforce any one or more of the Holder’s rights, powers,
      privileges, remedies and interests under this Note, the Purchase Agreement
      or
      applicable law. No course of delay on the part of the Holder shall operate
      as a
      waiver thereof or otherwise prejudice the right of the Holder. No remedy
      conferred hereby shall be exclusive of any other remedy referred to herein
      or
      now or hereafter available at law, in equity, by statute or
      otherwise.

     

    
      
        
        

      

      
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    ARTICLE
      III

     

    PREPAYMENT

     

    Section
      3.1 Prepayment.

     

    Maker
      Prepayment Option.
      The
      Maker may prepay in cash all or any portion of the outstanding principal amount
      of this Note upon ten (10) business days prior written notice to the Holder
      (the
“Maker’s
      Prepayment Notice”)
      at a
      price equal to one hundred percent (100%)
      of the
      aggregate principal amount of this Note, plus accrued and unpaid interest
(the
      “Maker’s
      Prepayment Price”).
      The
      Maker’s Prepayment Notice shall state the date of prepayment which date shall be
      the eleventh (11th)
      day
      after the Maker has delivered the Maker’s Prepayment Notice (the “Maker’s
      Prepayment Date”),
      the
      Maker’s Prepayment Price and the principal amount of the Note to be prepaid by
      the Maker. The Maker shall deliver the Maker’s Prepayment Price on the Maker’s
      Prepayment Date. If the Maker fails to pay the Maker’s Prepayment Price within
      five (5) days after the Maker’s Prepayment Date, the prepayment will be declared
      null and void and the Maker shall lose its right to serve a Maker’s Prepayment
      Notice pursuant to this Section 3.1 in the future.

     

    ARTICLE
      IV

     

    MISCELLANEOUS

     

    Section
      4.1 Notices.
      Any notice, demand, request, waiver or other communication required or permitted
      to be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery, telecopy or facsimile at the address or number designated in the
      Purchase Agreement (if delivered on a business day during normal business hours
      where such notice is to be received), or the first business day following such
      delivery (if delivered other than on a business day during normal business
      hours
      where such notice is to be received) or (b) on the second business day following
      the date of mailing by express courier service, fully prepaid, addressed to
      such
      address, or upon actual receipt of such mailing, whichever shall first occur.
      The Maker will also give written notice to the Holder at least ten (10) days
      prior to the date on which any dissolution, liquidation or winding-up will
      take
      place and in no event shall such notice be provided to the Holder prior to
      such
      information being made known to the public. 

     

    Section
      4.2 Governing
      Law. This Note 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 Note shall not be interpreted
      or
      construed with any presumption against the party causing this Note to be
      drafted.

     

    Section
      4.3 Headings.
      Article and section headings in this Note are included herein for purposes
      of
      convenience of reference only and shall not constitute a part of this Note
      for
      any other purpose.

     

    
      
        
        

      

      
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    Section
      4.4 Remedies,
      Characterizations, Other Obligations, Breaches and Injunctive Relief. The
      remedies provided in this Note shall be cumulative and in addition to all other
      remedies available under this Note, at law or in equity (including, without
      limitation, a decree of specific performance and/or other injunctive relief),
      no
      remedy contained herein shall be deemed a waiver of compliance with the
      provisions giving rise to such remedy and nothing herein shall limit a Holder’s
      right to pursue actual damages for any failure by the Maker to comply with
      the
      terms of this Note. Amounts set forth or provided for herein with respect to
      payments, conversion and the like (and the computation thereof) shall be the
      amounts to be received by the Holder thereof and shall not, except as expressly
      provided herein, be subject to any other obligation of the Maker (or the
      performance thereof). The Maker acknowledges that a breach by it of its
      obligations hereunder will cause irreparable and material harm to the Holder
      and
      that the remedy at law for any such breach may be inadequate. Therefore the
      Maker agrees that, in the event of any such breach or threatened breach, the
      Holder shall be entitled, in addition to all other available rights and
      remedies, at law or in equity, to seek and obtain such equitable relief,
      including but not limited to an injunction restraining any such breach or
      threatened breach, without the necessity of showing economic loss and without
      any bond or other security being required. 

     

    Section
      4.5 Enforcement
      Expenses. The Maker agrees to pay all costs and expenses of enforcement of
      this Note, including, without limitation, reasonable attorneys’ fees and
      expenses.

     

    Section
      4.6 Binding
      Effect. The obligations of the Maker and the Holder set forth herein shall
      be binding upon the successors and assigns of each such party, whether or not
      such successors or assigns are permitted by the terms hereof.

     

    Section
      4.7 Amendments.
      This Note may not be modified or amended in any manner except in writing
      executed by the Maker and the Holder.

     

    Section
      4.8 Compliance
      with Securities Laws. The Holder of this Note acknowledges that this Note is
      being acquired solely for the Holder’s own account and not as a nominee for any
      other party, and for investment, and that the Holder shall not offer, sell
      or
      otherwise dispose of this Note. This Note and any Note issued in substitution
      or
      replacement therefor shall be stamped or imprinted with a legend in
      substantially the following form:

     

    “THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR
      OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE
      MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY
      SATISFACTORY TO THE MAKER THAT THIS NOTE MAY BE SOLD, TRANSFERRED, HYPOTHECATED
      OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT
      AND
      SUCH STATE SECURITIES LAWS.”

     

    
      
        
        

      

      
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    Section
      4.9 Consent
      to Jurisdiction. Each of the Maker and the Holder (i) hereby irrevocably
      submits to the exclusive jurisdiction of the United States District Court
      sitting in the Southern District of New York and the courts of the State of
      New
      York located in New York county for the purposes of any suit, action or
      proceeding arising out of or relating to this Note and (ii) hereby waives,
      and
      agrees not to assert in any such suit, action or proceeding, any claim that
      it
      is not personally subject to the jurisdiction of such court, that the suit,
      action or proceeding is brought in an inconvenient forum or that the venue
      of
      the suit, action or proceeding is improper. Each of the Maker and the Holder
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices to
      it
      under the Purchase Agreement and agrees that such service shall constitute
      good
      and sufficient service of process and notice thereof. Nothing in this Section
      4.9 shall affect or limit any right to serve process in any other manner
      permitted by law. Each of the Maker and the Holder hereby agree that the
      prevailing party in any suit, action or proceeding arising out of or relating
      to
      this Note shall be entitled to reimbursement for reasonable legal fees from
      the
      non-prevailing party. 

     

    Section
      4.10 Parties
      in Interest. This Note shall be binding upon, inure to the benefit of and be
      enforceable by the Maker, the Holder and their respective successors and
      permitted assigns.

     

    Section
      4.11 Failure
      or Indulgence Not Waiver. No failure or delay on the part of the Holder in
      the exercise of any power, right or privilege hereunder shall operate as a
      waiver thereof, nor shall any single or partial exercise of any such power,
      right or privilege preclude other or further exercise thereof or of any other
      right, power or privilege.

     

    Section
      4.12 Maker
      Waivers. Except as otherwise specifically provided herein, the Maker and all
      others that may become liable for all or any part of the obligations evidenced
      by this Note, hereby waive presentment, demand, notice of nonpayment, protest
      and all other demands’ and notices in connection with the delivery, acceptance,
      performance and enforcement of this Note, and do hereby consent to any number
      of
      renewals of extensions of the time or payment hereof and agree that any such
      renewals or extensions may be made without notice to any such persons and
      without affecting their liability herein and do further consent to the release
      of any person liable hereon, all without affecting the liability of the other
      persons, firms or Maker liable for the payment of this Note, AND DO HEREBY
      WAIVE
      TRIAL BY JURY.

     

    (a) No
      delay
      or omission on the part of the Holder in exercising its rights under this Note,
      or course of conduct relating hereto, shall operate as a waiver of such rights
      or any other right of the Holder, nor shall any waiver by the Holder of any
      such
      right or rights on any one occasion be deemed a waiver of the same right or
      rights on any future occasion.

     

    (b) THE
      MAKER
      ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL
      TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS
      RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE
      HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

     

    
      
        
        

      

      
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    Section
      4.13 Definitions.
      For the purposes hereof, the following terms shall have the following
      meanings:

     

    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

     

    IN
      WITNESS WHEREOF, the Maker has caused this Note to be duly executed and
      delivered as of the day and year first written above. 

     

    
      	 	 	 
	 	TECHNOCONCEPTS
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              
                Title:
                  

              

            


    

    
       

      
        
        

      

      
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    EXHIBIT
      A

    


    WIRE
      INSTRUCTIONS


     

    Payee:
      ________________________________________________________

     

    Bank:
      ________________________________________________________

     

    Address:
      _____________________________________________________

     

    ______________________________________________________

     

    Bank
      No.:
      _____________________________________________________

     

    Account
      No.: __________________________________________________

     

    Account
      Name: _________________________________________________

     

    
      
        
        

      

      
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