TECHNOCONCEPTS,
      INC.

     

    PLACEMENT
      AGENT AGREEMENT

     

    Dated:
      June 28, 2007

     

    Westminster
      Securities Corporation 

    100
      Wall
      Street

    New
      York,
      NY 10005

     

    TriPoint
      Global Equities, LLC
      

    17
      State
      Street, 16th
      Floor

    New
      York,
      NY 10004

     

    Ladies
      and Gentlemen:

     

    The
      undersigned, TechnoConcepts, Inc., a Colorado corporation (the “Company”),
      proposes to issue
      and
      sell up to $3,000,000 of investment units (“Units”) (the “Maximum Offering”) in
      a private placement
      for which you, Westminster Securities Corp. (“Westminster”) and TriPoint Global
      Equities, LLC
      (“TriPoint”) (each a “Placement Agent” and collectively, the “Placement
      Agents”), shall act as co-placement
      agents. The terms and conditions of the sale, issuance, and rights held by
      the
      securities underlying these Units are as set forth in the subscription
      agreements among the Company and the investors in the offering (“Investors”),
      which shall be prepared by the Company and subject to the approval
      of the Placement Agents (together with all exhibits, schedules and supplements
      thereto, the “Subscription
      Documents”). The Units, the 10% Promissory Note forming a part of the Units
      (“Notes”), the
      common stock underlying the Notes (“Shares”), the warrants forming a part of the
      Units (“Warrants”),
      the common stock underlying the Warrants (“Warrant Shares”), and the Placement
      Agent Warrants
      (as hereinafter defined) are referred to collectively herein as the
“Equity”.

     

    The
      offering of Units in the Company (the “Offering”) will be conducted on a “best
      efforts” basis up
      to the
      Maximum Offering. Fractional Units may be sold at the discretion of the Company.
      As used herein,
      including with respect to the representations and warranties contained herein,
      unless the context otherwise
      requires, the term “Company” shall include the Company together with all of its
      direct and indirect
      wholly owned subsidiaries, and all representations and warranties of the Company
      herein shall also
      be
      deemed made on behalf of and with respect to each such subsidiary of the
      Company, except where the context indicates that such representation and
      warranty applies only to the Company, including, without limitation, any
      representations and warranties relating to the capital stock of the Company.
      This Placement Agent Agreement (“Agreement”) is to confirm the arrangements with
      the Placement
      Agents with respect to the sale of the Units by the Placement Agents as
      exclusive agents for the Company in the Offering.

     

    The
      Offering will not be registered with the Securities and Exchange Commission
      (“SEC”) nor with
      any
      state securities authority, but rather will be offered as a private placement
      pursuant to an exemption
      from registration under Regulation D (“Regulation D”) promulgated under Section
      4(2) and Rule 506 of the Securities Act of 1933, as amended (“Securities Act”),
      and available state securities law exemptions.
      The Units are to be sold in the Offering only to “accredited investors”, as that
      term is defined
      in Regulation D, pursuant to the Subscription Documents.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    SECTION
      1. Description
      of Capital Stock. The
      Equity shall conform in all respects to descriptions
      thereof contained in the Subscription Documents.

     

    SECTION
      2. Representations
      and Warranties of the Company. The
      Company hereby represents, warrants
      and covenants with the Placement Agents as follows:

     

    (a) The
      Subscription Documents, copies of which will be delivered to the Placement
      Agents, will be
      carefully prepared to disclose or incorporate by reference all information
      concerning the Company which
      would be material to an investment decision by a reasonable investor. The date
      on which the Offering is authorized by the Company to commence is June 28,
      2007
      and is herein called the “Commencement Date.” The time and date of each issuance
      of Units hereunder is herein called an “Issuance
      Date” or a “Closing.”

     

    (b) The
      Company is duly incorporated and validly existing as a corporation in good
      standing under the laws of the state of its incorporation, having corporate
      power and authority to own its properties
      and conduct its business and is duly qualified and in good standing in each
      foreign jurisdiction where
      the
      conduct of its business so requires such qualification, except where the failure
      to be so qualified
      would not have a material adverse effect on the financial condition, results
      of
      operations, assets or
      business of the Company or the Material Subsidiaries, taken as a whole (a
“Material Adverse Effect”). No
      direct
      or indirect rights to acquire Common Stock exist, except as have been previously
      disclosed to the
      public or as disclosed in the Subscription Documents.

     

    (c) The
      unaudited financial statements of the Company for the periods ended March 31,
      2007 and December
      31, 2006, and the audited financial statements of the Company for the years
      ended September 30,
      2006
      and 2005, each included in the SEC Reports (defined below) (collectively, the
      “Financial Statements”), fairly present in all material respects the information
      purported to be shown therein of the Company, at the respective dates to which
      they apply; and such Financial Statements have been prepared in
      conformity with GAAP consistently applied throughout the periods involved and
      are in accordance in all
      material respects with the books and records of the Company.

     

    (d) The
      assets of the Company, as shown in the Financial Statements, are owned by the
      Company with
      good
      title, free and clear of all liens, encumbrances and equities of record or
      otherwise, except (i) those specifically referred to in the Subscription
      Documents, (ii) those which do not materially adversely affect
      the use or value of such assets, (iii) the lien of current taxes not now due
      or
      which are being contested
      in good faith and for which adequate reserves have been set aside and (iv)
      those
      disclosed in the
      Financial Statements or elsewhere in the Subscription Documents. The Company
      has
      the full corporate
      right, power and authority to maintain and operate its business and properties
      as the same are now operated or proposed to be operated and is complying with
      all laws, ordinances and regulations applicable
      thereto, except where the failure to so comply would not have a Material Adverse
      Effect.

     

    (e) There
      are
      no actions, suits or proceedings at law or in equity pending, or to the
      Company’s knowledge,
      threatened, against the Company before or by any federal or state commission,
      regulatory body,
      administrative agency or other governmental body wherein, either in any case
      or
      in the aggregate, an
      unfavorable ruling, decision or finding would have a Material Adverse Effect
      which are not disclosed in
      the
      Subscription Documents or the SEC Reports.

     

    (f) The
      execution and delivery by the Company of this Agreement, the consummation and
      performance
      of the transactions herein contemplated, and compliance with the terms of this
      Agreement by
      the
      Company will not conflict with, result in a material breach of, or constitute
      a
      material default under,
      the Certificate of Incorporation or the bylaws of the Company, in each case
      as
      amended, or any indenture, mortgage, deed of trust or other agreement or
      instrument to which the Company is now a party or by which it or any of its
      assets or properties is bound and which is filed as an exhibit to the Company’s
Annual
      Report on Form 10-K for the year ended September 30, 2006, or any other periodic
      or current report
      filed by the Company with the Securities and Exchange Commission since September
      30, 2006 (the
“SEC
      Reports”) (such agreements or instruments, the “Material Contracts”), or any
      law, order, rule, regulation,
      writ, injunction, judgment or decree of any government, governmental
      instrumentality or court, domestic or foreign, having jurisdiction over the
      Company or any of its business or properties, to the extent that such conflict,
      breach or default could have a Material Adverse Effect.

     

    
      
         

      

      
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    (g) Except
      as
      set forth in the Subscription Documents or the SEC Reports, all material
      licenses, permits
      and approvals referred to in the Subscription Documents or the SEC Reports
      (including the Financial
      Statements) (the “Permits”) have been obtained and are valid and in full force
      and effect. There are
      no
      proceedings pending, or to the knowledge of the Company threatened, seeking
      to
      cancel, terminate or limit such Permits. Neither the Company nor, to the
      knowledge of the Company, any other party is in default
      under any of the Material Contracts, and to the knowledge of the Company, no
      event has occurred which
      with the passage of time or the giving of notice, or both, would constitute
      a
      default thereunder.

     

    (h) Except
      as
      described in the Subscription Documents or the SEC Reports, the Company has
      timely
      filed all federal, state and local tax returns required to be filed, including
      without limitation, all sales tax
      returns, or has obtained extensions thereof and has paid, or is contesting
      in
      good faith, all taxes shown on such
      returns.

     

    (i) The
      Company shall use the net proceeds from the sale of the Units hereunder
      primarily as described
      in the Subscription Documents. The Company will not use any proceeds from the
      sale of the Units for
      the
      satisfaction of any indebtedness for borrowed money, to redeem any Common Stock
      or Common Stock
      Equivalents or to settle any litigation outstanding as of any
      Closing.

     

    (j) The
      SEC
      Reports describe all material patents, trademarks, trade names, copyright
registrations
      and applications therefor now or heretofore used or presently proposed to be
      used in the conduct
      of the business of the Company and the failure of which the Company to have
      would have a Material
      Adverse Effect (the “IP Rights”). Except as set forth in the SEC Reports: (i)
      the Company owns or possesses adequate licenses or other valid rights to use
      all
      IP Rights necessary to the conduct of the business
      of the Company as presently being conducted; (ii) the validity of such IP Rights
      and the rights of
      the
      Company thereto have not been questioned in any litigation to which the Company
      is or has been a party,
      nor, to the best knowledge of the Company, is any such litigation threatened,
      other than as set forth in
      the
      SEC Reports; (iii) to the best knowledge of the Company, the conduct of the
      business of the Company
      as now conducted does not and will not conflict with IP Rights of others in
      any
      way which has or might reasonably be expected to have a Material Adverse Effect;
      and (iv) no proceedings are pending against
      the Company nor, to the best knowledge of the Company, are any proceedings
      threatened against the
      Company, alleging any violation of IP Rights of any third person. The Company
      does not know of (x)
      any
      use
      that has heretofore been or is now being made of any IP Rights owned by the
      Company, except
      by
      the Company, any licensor of such IP Rights to the Company or by a person duly
      licensed by the
      Company to use the same under an agreement described in the SEC Reports or
      (y)
      any
      material infringement of any IP Right owned by or licensed by or to the Company.
      To the best knowledge of the Company, all IP Rights heretofore owned or held
      by
      any agent, independent contractor, employee or officer
      of the Company or any subsidiary thereof and used in the business of the Company
      in any manner have
      been
      duly and effectively transferred to the Company. The consummation of the
      transactions contemplated
      by this Agreement will not alter or impair the rights and interests of the
      Company in any of the
      IP
      Rights.

     

    (k)
      All
      of the representations, agreements and warranties in this Section 2 shall
      survive delivery of
      and
      payment for all or any part of the Units for two years from and after such
      delivery and payment.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    (l) The
      Company has no subsidiaries other than as disclosed in the Subscription
      Documents.

     

    (m) All
      of
      the SEC Reports were true and correct in all material respects upon the dates
      of
filing
      thereof except as subsequently amended or disclosed in the SEC
      Reports.

     

    SECTION
      3. Issuance,
      Sale and Delivery of the Units. 

     

    (a) The
      Company hereby agrees to sell the Units directly to subscribers identified
      by
      the Placement
      Agents on a “best efforts” basis with respect to the remaining Units up to the
      Maximum Offering.
      The offering will commence on the Commencement Date and continue until
      terminated by the Company. The Units will be offered for cash and delivery
      of
      the purchase price for the Units and the certificates representing the Notes
      and
      Warrants shall be pursuant to the procedures set forth in the
      Subscription Documents.

     

    (b) As
      their
      basic compensation, the Placement Agents shall receive (i) cash compensation
      equal to
      ten
      percent (10%) of the gross cash proceeds received by the Company from the sale
      of Units, as commission,
      which commission shall be allocated as follows: 2% to Westminster and 8% to
      TriPoint; and (ii)
      additional compensation in the form of warrants (“Placement Agent Warrants”) to
      purchase shares of Common
      Stock, in an amount equal to 10% of the Shares and Warrant Shares underlying
      Units sold in the
      Offering, which warrants shall be allocated as follows: 2.5% to Westminster
      or
      its designees and 7.5% to TriPoint or its designees. The Placement Agent
      Warrants shall have their exercise price, registration,
      anti-dilution and other rights identical to the Warrants. They shall be
      exercisable any time from the Issuance Date through the last expiration date
      of
      any of the Warrants, and shall be exercisable via
      cashless exercise at any time in which they are not registered in an effective
      registration statement but are
      otherwise eligible for resale pursuant to Rule 144 or another exemption from
      registration then in effect.
      Cash compensation shall be paid in full on the Issuance Date with respect to
      gross proceeds for Units
      deliverable on such date.

     

    (c)
      The
      parties hereto represent that at the Issuance Date, the representations and
      warranties herein
      contained, and the statements contained in all certificates theretofore or
      simultaneously delivered by
      any
      party to another pursuant to this Agreement, shall be true and correct, except
      as otherwise disclosed
      in any certificate delivered on the Issuance Date.

     

    SECTION
      4. Covenants
      of the Company. The
      Company covenants and agrees with the Placement
      Agents that:

     

    (a) On
      the
      Commencement Date, and on each Issuance Date, the Subscription Documents (as
      amended
      or as supplemented, if the same shall have been amended or supplemented) will
      not (i) contain an
      untrue
      statement of a material fact and will not omit to state a material fact required
      to be stated therein
      or necessary in order to make the statements therein, in light of the
      circumstances under which they
      were
      made, not misleading and (ii) contain any material, non-public information
      required to be disclosed
      to the general public in order to comply with Regulation FD promulgated under
      the Securities Exchange Act of 1934, as amended, unless all recipients of the
      Subscription Documents execute a confidentiality
      agreement in form and substance acceptable to the Company and the Placement
      Agents, prior
      to
      receipt of the Subscription Documents.

     

    (b) The
      Company will prepare promptly upon the reasonable request of the Placement
      Agents, such
      amendments or supplements to the Subscription Documents, in such form as in
      the
      opinion of the respective
      counsel to the Placement Agents may be reasonably necessary or advisable in
      connection with the
      Offering. In addition, if at any time prior to the last date on which Units
      shall be issued, (i) an event relating
      to or affecting the Company shall have occurred which, in the judgment of the
      Company or in the opinion
      of the respective counsel for the Placement Agents, would cause the Subscription
      Documents as then
      in
      effect to include an untrue statement of a material fact or to omit to state
      a
      material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under
      which they were made, not misleading, or (ii) it is otherwise necessary to
      amend
      or supplement the Subscription Documents, the Company shall promptly notify
      the
      Placement Agents of the occurrence and shall
      promptly prepare and deliver to the Placement Agents, without charge, sufficient
      copies of any amended
      or supplemented Subscription Documents, and shall use its reasonable best
      efforts to cause the appropriate
      state securities authorities to take any required action with regard to any
      amendment as may be necessary to permit the lawful use of the Subscription
      Documents, as so amended and supplemented, in connection with the
      Offering.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    (c) The
      Company’s counsel shall prepare and file any necessary filings, in the
      reasonable opinion of
      Company’s counsel or Placement Agents’ counsel, under the state securities, or
      so-called “blue sky” laws
      and
      regulations (the “Blue Sky Laws”) and the Company shall pay the filing fees and
      all other expenses
      in connection with any such qualification in such jurisdictions as the Placement
      Agents shall designate,
      and to continue such qualification in effect so long as required for the
      purposes of the Offering;
      provided, however, that the Company shall not be required to qualify as a
      foreign corporation or
      to
      file a consent to service of process in any jurisdiction in any action other
      than one arising out of the offering
      or sale of the Units. The Company will provide copies to the Placement Agents
      of
      all documents,
      exhibits and information filed in connection with the qualification of the
      Units
      for sale under the
      Blue
      Sky Laws.

     

    (d) The
      Company, at its own expense, will give and continue to give such financial
      statements and
      other
      information to and as may be required by the proper public bodies of the
      jurisdictions in which the Offering may be qualified.

     

    (e) The
      Company will pay all fees, taxes (excluding any taxes on the income or revenue
      of the purchasers of the Units) and expenses incident to the preparation and
      distribution of the Subscription Documents,
      the establishment of the escrow account with the Escrow Agent, the issuance
      of
      the Units and
      the
      fees and expenses of counsel and accountants for the Company. The Company will
      pay all of the Placement
      Agents’ accountable fees and expenses (including legal, due diligence, printing,
      mailing, travel,
      entertainment, etc), payable at the earlier of each Closing or twenty days
      following receipt of invoice.
      The Company will additionally pay the Placement Agents for their non-accountable
      fees and expenses
      at the rate of one percent (1%) of the gross proceeds received by the Company
      from the sale of the Units, payable at each Closing and allocated as follows:
      0.5% to Westminster and 0.5% to TriPoint. In
      the
      event that any payment due to the Placement Agents or their respective counsel
      hereunder shall not be
      made
      when due, interest shall accrue on the unpaid balance of such overdue payments
      at the rate of twelve
      percent (12%) per annum until paid.

     

    (f) The
      form
      of Subscription Documents, Notes, Warrants and Placement Agent Warrants shall
      contain
      the registration rights, anti-dilution protection and such other information,
      representations, warranties
      and covenants as shall be reasonably acceptable to the Placement
      Agents.

     

    (g) The
      Company shall not release any Offering documents or the Subscription Documents
      unless
      they are reasonably acceptable to the Placement Agents.

     

    (h) Except
      as
      described in the SEC Reports or the Subscription Documents, all Permits will
      be
valid
      on
      the Issuance Date, the Company shall in all material respects be complying
      therewith and there shall
      be
      no proceedings pending, or to the knowledge of the Company threatened, seeking
      to cancel, terminate,
      suspend or limit any such Permits.

     

    
      
         

      

      
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    (i) At
      each
      Issuance Date, the Company shall not have failed to qualify to do business
      as a
foreign
      corporation in any jurisdiction where required, except where failure to so
      qualify would not have a
      Material Adverse Effect or where any qualification is required solely as a
      result of conducting business over the Internet.

     

    (j) At
      the
      Commencement Date and at each Issuance Date, the Company will be validly
      existing as
      a
      corporation in good standing under the laws of the state of its incorporation,
      having corporate power and authority to own its properties and conduct its
      business, and will have a capitalization as described in the
      SEC
      Reports. Other than as described in the Subscription Documents or the SEC
      Reports, there are no
      outstanding options, warrants, script rights to subscribe to, calls or
      commitments of any character whatsoever
      relating to, or securities, rights or obligations convertible into or
      exchangeable for, or giving any
      person or entity any right to subscribe for or acquire, any shares of Common
      Stock, or contracts, commitments,
      understandings or arrangements by which the Company or any Material Subsidiary
      is or may
      become bound to issue additional shares of Common Stock, or securities or rights
      convertible or exchangeable
      into shares of Common Stock. Following the date of publication of the
      Subscription Documents
      and prior to the final Issuance Date, the only additional securities issued
      in
      addition to those described
      in the previous sentence shall be the Equity.

     

    (k)
      At
      each Closing, (i) the Equity will conform, in all material respects, to all
      statements with regard
      thereto contained in the Subscription Documents, (ii) the Equity shall have
      been
      duly and validly authorized by proper corporate authority, (iii) each portion
      of
      the Equity, when issued, exercised and/or paid
      for
      (as applicable), or otherwise earned, each in accordance with its terms, will
      be
      validly issued, fully
      paid and nonassessable and (iv) all shares of Common Stock that comprise the
      Equity shall have been
      duly
      and validly reserved for issuance. The Company shall ensure that all exercises
      properly requested
      shall be effected promptly by the Company.

     

    SECTION
      5. Indemnification.

     

    (a)
      The
      Company hereby agrees to indemnify and hold harmless the Placement Agents,
      their
respective
      directors, officers, agents, employees, members, affiliates, counsel and each
      other person or entity
      who controls either of the Placement Agents within the meaning of Section 15
      of
      the Securities Act (collectively,
      the “Agent Indemnified Parties”) from and against any and all losses, claims,
      damages or liabilities
      (or actions in respect thereof), joint or several, to which they or any of
      them
      may become subject
      under the Securities Act or any other statute or at common law, and to reimburse
      such Agent Indemnified
      Parties for any reasonable legal or other expense (including the cost of any
      investigation and preparation)
      incurred by them in connection with any litigation, whether or not resulting
      in
      any liability, but
      only
      insofar as such losses, claims, liabilities and litigation arise out of or
      are
      based upon (i) any untrue
      statement or alleged untrue statement of a material fact required to be stated
      in the Subscription Documents, or omission to state therein a material fact
      necessary in order to make the statements therein, in
      the
      light of the circumstances under which they are made, not misleading (including,
      but not limited to, any
      documents deemed to be incorporated into the Subscription Documents by
      reference), (ii) any breach by
      the
      Company of any representation, warranty or covenant contained herein, (iii)
      any
      matter otherwise relating
      to, arising out of or in connection with the Offering or (iv) Placement Agents’
service as Placement Agents hereunder; provided, however, that the indemnity
      provisions contained in this subsection
      (a) shall not apply to (x) amounts paid in settlement of any such litigation
      if
      such settlement is effected
      without the consent of the Company (which shall not be unreasonably withheld,
      delayed or denied), or (y) the Placement Agents or any other Agent Indemnified
      Parties in respect of any such losses,
      claims, damages, liabilities or actions (A) arising out of, or based upon any
      such untrue statement or alleged untrue statement, or any such omission or
      alleged omission, if such statement or omission was made in reliance upon
      information furnished in writing to the Company by the Placement Agents or
      such
      Agent Indemnified Parties specifically for use in connection with the
      preparation of the Subscription Documents
      or any amendment thereof or supplement thereto or (B) arising from the willful
      misconduct or
      gross
      negligence of the Placement Agents or any other Agent Indemnified
      Party.

     

    
      
         

      

      
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    (b) The
      Placement Agents, each individually with respect to themselves, hereby agree
      to
indemnify
      and hold harmless the Company, its directors, officers, agents, employees,
      members, affiliates, counsel
      and each other person or entity who controls the Company within the meaning
      of
      Section 15 of the
      Securities Act (collectively, the “Company Indemnified Parties”) from and
      against any and all losses, claims, damages or liabilities (or actions in
      respect thereof), joint or several, to which they or any of them may
      become subject under the Securities Act or any other statute or at common law,
      and to reimburse such
      Company Indemnified Parties for any reasonable legal or other expense (including
      the cost of any investigation
      and preparation) incurred by them in connection with any litigation, whether
      or
      not resulting
      in any liability, but only insofar as such losses, claims, liabilities and
      litigation arise out of or are
      based
      upon such Placement Agent’s service as a Placement Agent hereunder; provided,
      however, that
      the
      indemnity provisions contained in this subsection (b) shall only apply to
      losses, claims, damages, liabilities
      or actions arising from the willful misconduct or gross negligence of such
      Placement Agent or any other applicable Agent Indemnified Party and shall not
      apply to amounts paid in settlement of any such
      litigation if such settlement is effected without the consent of such Placement
      Agent (which shall not be unreasonably withheld, delayed or
      denied).

     

    (c) Each
      party will reimburse all the other’s Indemnified Parties for all reasonable
      expenses (including,
      but not limited to, reasonable fees and disbursements of counsel for the
      applicable Indemnified
      Parties) incurred by any such Indemnified Parties in connection with
      investigating, preparing and
      defending any such action or claim, whether or not in connection with pending
      or
      threatened litigation
      in connection with the transaction to which an Indemnified Party is a party,
      as
      such expenses are
      incurred or paid. Each party agrees, within thirty (30) days of receipt, to
      notify the other party in writing of the receipt of written notice of the
      commencement of any action against it or against any other Indemnified Parties,
      in respect of which indemnity may be sought from the other party on account
      of
      the indemnity
      provisions contained in this Section 5. In case any such action shall be brought
      against the any Indemnified
      Parties, the indemnifying party shall be entitled to participate in (and, to
      the
      extent that it shall
      wish, to direct) the defense thereof at its own expense, but such defense shall
      be conducted by counsel
      reasonably satisfactory to the Indemnified Parties.

     

    (d) The
      indemnity provisions set forth herein, and the representations and warranties
      of
      each party
      set
      forth in this Agreement, shall remain operative and in full force and effect,
      regardless of any investigation
      made by or on behalf of the other party, subject to the limitations contained
      herein, and shall
      survive the delivery of the Units, and any successor of any Indemnified Parties
      shall be entitled to the
      benefit of the respective indemnity provisions.

     

    (e) In
      order
      to provide for just and equitable contribution in any case in which (i) any
      person entitled
      to indemnification under this Section 5 makes claim for indemnification pursuant
      hereto but it is judicially
      determined (by the entry of a final judgment or decree by a court of competent
      jurisdiction and the
      expiration of time to appeal or the denial of the last right of appeal) that
      such indemnification may not be
      enforced in such case notwithstanding the fact that this Section 5 provides
      for
      indemnification in such case,
      or
      (ii) contribution under the Securities Act may be required on the part of any
      such person in circumstances
      for which indemnification is provided under this Section 5, then and in each
      such case, the Company
      and the Placement Agent shall contribute to the aggregate losses, claims,
      damages or liabilities to
      which
      they may be subject (after any contribution from others) in such proportion
      so
      that the Placement
      Agents are responsible for an aggregate of ten percent (10.0%) of the gross
      proceeds received by
      the
      Company on account of the sale of such Units by the Placement Agents (being
      the
      Placement Agents’ cash commission, provided any such contribution shall be made
      pro rata based on each Placement Agent’s respective cash commission), and the
      Company is responsible for the remaining portion; provided however, that in
      any
      such case, no person guilty of a fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person
      who was not guilty of such fraudulent misrepresentation.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    (f)
      Promptly after receipt by any party to this Agreement (or its representative)
      of
      notice of the
      commencement of any action, suit or proceeding, such party will, if a claim
      for
      contribution in respect thereof
      is to be made against another party (the “Contributing Party”), notify the
      Contributing Party in writing
      of the commencement thereof, but the omission to so notify the Contributing
      Party will not relieve
      it from any liability which it may have to any other party other than for
      contribution hereunder. In case
      any
      such action, suit or proceeding is brought against any party and such party
      so
      notifies a Contributing
      Party or his or its representative of the commencement thereof within the
      aforesaid period, the
      Contributing Party will be entitled to participate therein, with the notifying
      party and any other Contributing
      Party similarly notified. Any such Contributing Party shall not be liable to
      any
      party seeking
      contribution on account of any settlement of any claim, action or proceeding
      effected by such party
      seeking contribution without the written consent of such Contributing Party.
      The
      contribution provisions
      contained in this Section 5 are in addition to any other rights or remedies
      which the Company and
      the
      Placement Agents may have hereunder or otherwise.

     

    SECTION
      6. Effectiveness
      of Agreement. This
      Agreement shall become effective as of the date hereof.

     

    SECTION
      7. Conditions
      of the Placement Agents’ Obligations. The
      Placement Agents’ respective
      obligation to act as an agent of the Company hereunder, and the Placement
      Agents’ respective obligation to use their best efforts to find purchasers for
      the Units, shall be subject to the satisfactory completion
      of their due diligence examination and the accuracy, as of each Issuance Date,
      of the representations
      and warranties on the part of the Company herein contained, to the performance
      by the Company
      of all its agreements herein contained, to the fulfillment of or compliance
      by
      the Company with all
      covenants and conditions hereof, and to the following additional
      conditions:

     

    (a) The
      Placement Agents shall not have disclosed in writing to the Company that the
      Subscription
      Documents or any amendment or supplement thereto contains an untrue statement
      of
      a fact which in the opinion of counsel to the Placement Agents, is material
      or
      omits to state a fact which, in the opinion
      of such counsel, is material and is required to be stated therein or is
      necessary to make the statements
      therein not misleading.

     

    (b) Between
      the date hereof and each Issuance Date, the Company shall not have sustained
      any
loss
      on
      account of fire, explosion, flood, accident, calamity or other cause, of such
      character as shall, in the
      sole
      discretion of a Placement Agent, materially adversely affect its business or
      property.

     

    (c) Between
      the date hereof and each Issuance Date, there shall be no litigation instituted,
      or to the
      knowledge of the Company threatened, against the Company and there shall be
      no
      proceeding instituted
      or threatened against the Company or before or by any federal or state
      commission, regulatory body
      or
      administrative agency or other governmental body, domestic or foreign, wherein
      an unfavorable ruling,
      decision or finding would have a Material Adverse Effect.

     

    (d) During
      the period subsequent to the Commencement Date and prior to each Issuance Date,
      the Company
      (i) shall have conducted its business in the usual and ordinary manner as the
      same was being conducted on the Commencement Date and (ii) the Company shall
      not
      have suffered or experienced any Material
      Adverse Effect.

     

    (e)
      The
      authorization of the Units, the Placement Agent Warrants, the Equity, the
      Subscription Documents,
      and all corporate proceedings and other legal matters incident thereto and
      to
      this Agreement shall
      be
      reasonably satisfactory in all material respects to counsel to the Placement
      Agent.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    (f)
      The
      Company shall have furnished to the Placement Agent the opinion of its counsel,
      that:

     

    (i) The
      Company is a validly existing corporation in good standing under the laws of
      the
      state of
      its
      incorporation with full corporate power and authority to enter into this
      Agreement and perform its obligations hereunder, and the Company is in good
      standing as a foreign corporation in the jurisdictions where
      it
      is qualified to do business and where its business requires such
      qualification.

     

    (ii) The
      Company has an authorized capitalization as described in the Subscription
Documents.
      The Units, Notes, Warrants and Placement Agent Warrants are in due and proper
      form and conform
      in all material respects to the rights set forth in the instruments defining
      the
      same. Except as set forth
      in
      the Subscription Documents or in the Company’s filings with the SEC, no direct
      or indirect rights to
      acquire Common Stock exist.

     

    (iii) The
      Equity has been duly and validly issued and are fully paid and does not have
      any
      preemptive rights applicable thereto; and all of the Common Stock underlying
      the
      Equity has been duly authorized,
      reserved for issuance and, upon payment or conversion therefor (as applicable)
      in accordance with
      the
      terms of the applicable security, will be duly and validly issued, fully paid
      and non-assessable and
      will
      have no preemptive rights applicable thereto.

     

    (iv) This
      Agreement, the Subscription Documents and all transactions contemplated hereby
      and
      thereby have been duly authorized, executed and delivered by the Company and
      are
      valid and binding obligations of the Company legally enforceable against the
      Company in accordance with its terms
      except as enforceability may be limited by bankruptcy, insolvency,
      reorganization and other laws of
      general applicability relating to or affecting creditors’ rights now or
      hereafter in effect, and to general equitable principles.

     

    (v) Neither
      the execution, delivery or performance of this Agreement nor the consummation
      of
the
      transactions herein contemplated, nor compliance with the terms hereof by the
      Company do or will conflict
      with or result in a breach of any of the terms or provisions of, or constitute
      a
      default under, the articles
      of incorporation, as amended, or the bylaws, as amended, of the Company, any
      indenture, mortgage,
      deed of trust or other agreement or instrument to which the Company is a party
      or by which it or
      any of
      its assets or properties is bound, or any law, order, rule, regulation,
      judgment, writ, injunction or
      decree
      of any government, governmental instrumentality or court, domestic or foreign,
      having jurisdiction over the Company or its business or any of its properties,
      the violation of which could prevent
      the Company from performing its obligations hereunder or otherwise materially
      adversely affect the
      Company; and no consent, approvals, authorizations or orders of agencies,
      officers or other regulatory authorities are necessary for the valid
      authorization, issue or sale of the Equity, and the performance
      by the Company of this Agreement and its consummation of the transactions
      contemplated hereby
      and under the Subscription Documents, except under state securities or Blue
      Sky
      Laws, as to which
      no
      opinion need be expressed.

     

    (vi) There
      are
      no actions, suits or proceedings at law or in equity pending or threatened,
      against
      the Company and there are no proceedings pending or threatened against the
      Company before or by
      any
      federal or state commission, regulatory body or administrative agency or other
      governmental body wherein,
      either in any case or in the aggregate, an unfavorable ruling, decision or
      finding could materially
      adversely affect the business, franchise, licenses, permits, operations,
      financial condition or income
      of
      the Company which are not disclosed in the Subscription Documents.

     

    (vii)
      The
      issuance of the Equity is exempt from registration under the Securities Act
      of
      1933, as amended.

     

    (g)
      The
      Company shall have furnished to the Placement Agents a certificate of the Chief
      Executive
      Officer and the Chief Financial Officer of the Company dated as of each Issuance
      Date, in the form
      attached hereto as Exhibit A.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    All
      the
      opinions, letters, certificates and evidence mentioned above or elsewhere in
      this Agreement
      shall be deemed to be in compliance with the provisions hereof only if they
      are
      in form and substance satisfactory to counsel of the Placement Agents, whose
      approval shall not be unreasonably withheld.

     

    SECTION
      8. Termination.

     

    (a) This
      Agreement may be terminated by the either or both of the Placement Agents by
      notice to the Company in the event that the Company shall have failed or been
      unable to comply with any of the terms,
      conditions or provisions of this Agreement on the part of the Company to be
      performed, complied with
      or
      fulfilled within the respective times herein provided for, unless compliance
      therewith or performance
      or satisfaction thereof shall have been expressly waived by the applicable
      Placement Agent in
      writing.

     

    (b) This
      Agreement may be terminated by either or both of the the Placement Agents by
      notice to the Company at any time if, in the sole judgment of such Placement
      Agent, the Offering or the sale or the payment
      for or the delivery of the Units is rendered impracticable or inadvisable
      because (i) additional material
      governmental restrictions not in force and effect on the date hereof shall
      have
      been imposed upon
      trading in securities generally, or minimum or maximum prices shall have been
      generally established,
      or trading in securities generally on the Over-The-Counter Bulletin Board shall
      have been suspended or a general banking moratorium shall have been established
      by federal or New York State authorities,
      (ii) a war, major hostilities, terrorist or similar activity, act of God or
      other calamity shall have
      occurred which materially adversely affects the ability of the Placement Agents
      to perform their obligations
      hereunder, (iii) of a Material Adverse Effect or (iv) either Placement Agent,
      in
      its respective sole discretion, shall be dissatisfied with the results of its
      due diligence investigation.

     

    (c)
      Any
      termination of this Agreement pursuant to this section shall be without
      liability of any character
      (including, but not limited to, loss of anticipated profits or consequential
      damages) on the part of
      any
      party hereto, except that the Company shall remain obligated to pay the costs
      and expenses provided
      to be paid by it specified in Section 4(e) through the date of termination,
      and
      the Company shall be
      obligated to pay all losses, claims, damages or liabilities, joint or several,
      payable by the Company under
      Section 5(a).

     

    SECTION
      9. Finders.
      The
      Company and the Placement Agents mutually represent that they know
      of
      no third party who rendered any service in connection with the introduction
      of
      the Company to the
      Placement Agents and who is making a claim against anyone for a “finder’s fee”
or similar type of fee in
      connection with the Offering. Each party hereby indemnifies the other against
      any claims by any person
      known to it and not known to the other parties hereto, who shall claim to have
      rendered services in
      connection with the introduction of the Company to the Placement Agents or
      to
      have such a claim and who
      shall
      make a claim for a fee in connection therewith.

     

    SECTION
      10. Placement
      Agent’s Representations and Warranties. The
      Placement Agents, each individually
      with respect to themselves, represent and warrant to and agree with the Company
      that:

     

    (a)
      The
      Placement Agent is registered as a broker-dealer with the Securities and
      Exchange Commission
      and is a member in good standing of the National Association of Securities
      Dealers, Inc. (“NASD”).

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    (b) The
      Placement Agent will not effect offers or sales of the Units in any jurisdiction
      unless it or its
      representative is duly licensed to effect offers and sales in such jurisdiction
      and the offer and sale of the Units are registered or exempt from registration
      in such jurisdiction.

     

    (c) The
      Placement Agent has duly authorized this Agreement and this Agreement is the
      valid, binding
      and enforceable obligation of the Placement Agent.

     

    (d) In
      making
      any offer of the Units, the Placement Agent will not make any material
representation
      to potential investors not contained in the Subscription Documents which has
      not
      been authorized
      in writing by the Company.

     

    (e) The
      Placement Agent shall not utilize any general advertising or solicitation to
      offer the Units.

     

    SECTION
      11. Notice.
      Except
      as
      otherwise expressly provided in this Agreement, (a) whenever
      notice is required by the provisions of this Agreement to be given to the
      Company, such notice
      shall be given in writing, addressed to the Company at the address set forth
      in
      the Subscription Documents,
      with a copy to David L. Kagel, Esq., 1801 Century Park East, Suite 2500, Los
      Angeles, CA
      90067
      and (b) whenever notice is required by the provisions of this Agreement to
      be
      given to the Placement
      Agent, such notice shall be in writing addressed to the Placement Agent at
      the
      address set forth
      above, with a copy to Feldman Weinstein Smith LLP, 420 Lexington Avenue, Suite
      2620, New York,
      NY
      10170, Attn: Joseph Smith, Esq.

     

    SECTION
      12. Miscellaneous.

     

    (a) This
      Agreement is made solely for the benefit of the Placement Agents, the Company
      and any controlling
      person referred to in Section 15 of the Securities Act, and their respective
      successors and assigns,
      and no other person shall acquire or have any right under or by virtue of this
      Agreement. The term
      “successor” or the term “successors and assigns” as used in this Agreement shall
      not include any purchaser,
      as such, of any of the Units.

     

    (b) The
      headings in this Agreement are for reference only and shall not limit or
      otherwise affect any
      of
      the terms or provisions hereof.

     

    (c) The
      provisions of this Agreement shall be deemed severable, so that if any part,
      section or provision hereof shall be declared unlawful or unenforceable, the
      remaining parts, sections or provisions hereof
      shall not be affected thereby and shall remain in full force and
      effect.

     

    (d) This
      Agreement shall be deemed to have been drafted jointly by the parties
      hereto.

     

    (e)
      The
      Placement Agents shall have the right to associate themselves with such other
      members of
      the
      NASD and/or foreign investment firms duly licensed, if required, in their
      respective locales offering
      the Units only offshore to the United States as additional agents as the
      Placement Agent may elect,
      in
      its sole discretion. Such additional agents may become selected dealers subject
      to this Agreement
      in the sole discretion of the Placement Agents by signing a Selected Dealer
      Agreement in form
      satisfactory to the Placement Agents. The Placement Agents, each individually,
      shall have the right to
      share
      any compensation due to them hereunder, with such additional agents and in
      such
      amounts as the applicable
      Placement Agent deems fit, in its sole judgment. In addition, such additional
      agents shall be afforded
      the same indemnification by the Company as offered to the Placement Agents
      hereunder.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    (f) The
      validity, interpretation and construction of this Agreement, and of each part
      hereof, will be
      governed by the local laws of the State of New York, without giving effect
      to
      its conflict of law principles or rules. In the event of a dispute, the parties
      hereto agree to be bound by the arbitration procedures
      of the American Arbitration Association, and that such arbitration shall take
      place in the New York City metropolitan area. In actions not involving
      collection by a Placement Agent of compensation and/or
      reimbursement expenses, the prevailing party shall be reimbursed by the
      nonprevailing party for all
      reasonable attorney’s fees and costs (including all arbitration costs) incurred
      by the prevailing party in resolving
      such dispute. In any action in which a Placement Agent seeks compensation and/or
      reimbursement
      of expenses, the Company shall reimburse such Placement Agent for all costs
      associated with
      such
      action (including but not limited to reasonable attorney fees) as and when
      the
      Placement Agent provides
      the Company with invoices for such costs and expenses.

     

    (g) This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and
      all
      of which together will constitute one and the same instrument. This Agreement
      may be executed by
      facsimile signatures or scanned electronic mail (e-mail)
      attachment.

     

    (h) Westminster
      shall not be obligated to provide advice or perform services to the Company
      that
are
      not
      specifically addressed in this Agreement and/or the engagement letter between
      the Company and Westminster Securities Corp. effective as of April 10, 2006
      and
      as amended on June 27, 2007 (the “Engagement Letter”), and TriPoint shall not be
      obligated to provide advice or perform services to the Company
      that are not specifically addressed in this Agreement. The obligations of the
      Placement Agents
      described in this Agreement and the Engagement Letter, as applicable, consist
      solely of best efforts
      services to the Company. In no event shall the Placement Agents be required
      or
      permitted without express authorization by this Agreement or the Engagement
      Letter to make decisions for the Company or to provide legal or accounting
      services. All final decisions with respect to acts of the Company or its
      affiliates, whether or not made pursuant to or in reliance upon information
      or
      advice furnished by the Placement Agents hereunder, shall be those of the
      Company or such affiliates, and the Placement Agents shall under no
      circumstances be liable for any expense incurred or loss suffered by the Company
      as a consequence
      of such decisions.

     

    (i) This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective
      successors and authorized assigns. Any attempt by either party to assign any
      rights, duties, or obligations
      which may arise under this Agreement without the prior written consent of the
      other party shall
      be
      void.

     

    (j) This
      Agreement contains the entirety of the agreements between the parties with
      respect to the Offering,
      and no party is relying on any agreement, representation, warranty, or other
      understanding not expressly stated in this Agreement with respect to such
      Offering. Notwithstanding the foregoing, the Engagement
      Letter shall continue to remain in full force and effect, as supplemented herein
      with the respect
      to the Offering, and shall survive any termination of this
      Agreement.

     

    (k) The
      parties acknowledge that certain provisions of this Agreement must survive
      any
termination
      or expiration thereof in order to be fair and equitable to the party to whom
      any
      promise or duty
      to
      perform is owed under such provision prior to such termination or expiration
      of
      the Agreement. Therefore,
      the parties agree that the provisions of Sections 1, 2, 3, 4, 5, 7, 8(c), 9,
      10,
      11, and 12 shall survive
      the termination or expiration of this Agreement for the period required to
      meet
      and satisfy any obligations
      and promises arising therein and thereunder

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    
 

    [SIGNATURE
      PAGE TO PLACEMENT AGENT AGREEMENT FOR TECHNOCONCEPTS,

    INC.]

     

    Please
      confirm that the foregoing correctly sets forth the Agreement between the
      Placement Agents
      and the Company.

     

    
      	 TECHNOCONCEPTS,
              INC.	 	 
	 	 	 
	 	 	 
	By:	 	
            
	
              
                

              

            	 	
            
	 	 	
            


    

     

    We
      hereby
      confirm as of the date hereof that the above letter sets forth the agreement
      between the Company,
      the other Placement Agent, and us.

    
       

      
        	WESTMINSTER
                SECURITIES CORPORATION  
	 	 	 
	 	 	 
	By:	 	
              
	
                
                  
John
                  P. O’Shea, Chairman & CEO

              	 	
              
	 	 	
              


      

       

      
        
           

          
            	TRIPOINT
                    GLOBAL
                    EQUITIES, LLC	 	 
	 	 	 
	 	 	 
	By:	 	
                  
	
                    
                      
Mark
                      Elenowitz, CEO

                  	 	
                  
	 	 	
                  


          

           

          
            
               

            

            
              -14-

              
                

              

            

            
               

            

          

           

        

      

    

    EXHIBIT
      A

     

    FORM
      OF OFFICER’S CERTIFICATE

     

    [Date]

     

    Westminster
      Securities Corporation 

    100
      Wall
      Street, 7th
      Floor

    New
      York,
      NY 10005

     

    Ladies
      and Gentlemen:

     

    We,
      the
      Chief Executive Officer and Chief Financial Officer of TechnoConcepts, Inc.
      (the
“Company”), in
      connection with the execution and delivery by the Company of each Subscription
      Agreement (the "Subscription
      Agreements"), by and among the Company and the investors identified on each
      signature page
      thereto (the “Investors”) as of the date above (“Closing”), do hereby certify as
      follows (Capitalized terms
      not
      otherwise defined herein are defined as set forth in the Subscription
      Agreements.):

     

    (i) The
      representations and warranties of the Company in each Subscription Agreement
      are
true
      and
      correct in all material respects at and as of the Closing and the Company has
      complied in all material
      respects with all the agreements and satisfied all the conditions on its part
      to
      be performed or satisfied
      at or prior to the Closing.

     

    (ii) The
      Subscription Documents and any amendments and supplements thereto, and all
      statements
      contained therein, are true and correct, and neither the Subscription Documents
      nor any amendment
      or supplement thereto includes any untrue statement of a material fact or omits
      to state any material
      fact required to be stated therein in light of the circumstances in which they
      were made or necessary
      to make the statements therein not misleading, and since the Commencement Date,
      there has occurred
      no event required to be set forth in amended or supplemented Subscription
      Documents which has
      not
      been so set forth.

     

    Very
      truly yours,

    
      	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              Antonio
                E. Turgeon  

            	 	 	Michael Handelman
	
              Chief
                Executive Officer 

            	 	 	
              Chief
                Financial Officer

            
	 	 	 	 


    

     

    
      
         

      

      
        -15-