ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT (this “Agreement”)
      is
      made as of June 26, 2007, by and among TechnoConcepts Inc., a Colorado
      corporation (the “Company”),
      Vision Opportunity Master Fund, Ltd. (“Vision”)
      and
      Dynamic
      Decisions Growth Premium (collectively with Vision, the “Purchasers”),
      and
      Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the
      Americas, New York, New York 10036 (the “Escrow
      Agent”).
      Capitalized terms used but not defined herein shall have the meanings set forth
      in the Purchase Agreement (as defined below).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Purchasers will be purchasing from the Company secured promissory notes
      (the
“Notes”)
      pursuant to a Note and Warrant Purchase Agreement dated as of the date hereof
      by
      and among the Company and the Purchasers (the “Purchase
      Agreement”);
      

     

    WHEREAS,
      the Company and the Purchasers have requested that the Escrow Agent hold the
      subscription amounts with respect to the purchase of the Notes in escrow until
      the Escrow Agent has received all closing documents and deliveries required
      under Article IV of the Purchase Agreement with respect to each Closing;
      and

     

    NOW,
      THEREFORE, in consideration of the covenants and mutual promises contained
      herein and other good and valuable consideration, the receipt and legal
      sufficiency of which are hereby acknowledged and intending to be legally bound
      hereby, the parties agree as follows:

     

    ARTICLE
      I

     

    TERMS
      OF
      THE ESCROW

     

    1.1. 
      The
      parties hereby agree to establish an escrow account with the Escrow Agent
      whereby the Escrow Agent shall hold the funds for the purchase of the
      Notes as
      contemplated by the Purchase Agreement.

     

    1.2. Upon
      the
      Escrow Agent’s receipt of the aggregate subscription amounts into its master
      escrow account, together with copies of counterpart signature pages of the
      Transaction Documents from each Purchaser and the Company and all other closing
      documents and deliveries required under Article IV of the Purchase Agreement,
      it
      shall advise the Company and the Purchasers, or their designated attorney or
      agent, of the amount of funds it has received into its master escrow
      account.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.3. Wire
      transfers to the Escrow Agent shall be made as follows:

     

    
      	 	Bank:	**** 	 
	 	ABA No.: 	****	 
	 	Account Name:	****	 
	 	Account No.: 	****	 
	 	Reference:	**** 	 


    

     

    1.4. The
      Company and Purchasers, promptly after being advised by the Escrow Agent that
      it
      has received the subscription amounts for the Closing, copies of counterpart
      signature pages of the Transaction Documents from each Purchaser and the Company
      and all other closing documents and deliveries required under Article IV of
      the
      Purchase Agreement, shall deliver to the Escrow Agent a Release Notice, in
      the
      form attached hereto as Exhibit
      A
      (the
“Release
      Notice”).

     

    1.5. Once
      the
      Escrow Agent receives the Release Notice executed by the Company and Purchasers,
      the Escrow Agent shall wire the subscription proceeds per the written
      instructions of the Company and Vision, net of fees, expenses and any other
      disbursements as set forth in the Release Notice.

     

    1.6. Wire
      transfers to the Company shall be made pursuant to written instructions from
      the
      Company provided to the Escrow Agent.

     

    1.7. Upon
      the
      written request from a Purchaser to the Escrow Agent, the Escrow Agent shall
      promptly return the subscription proceeds to each Purchaser pursuant to written
      wire instructions to be delivered by such Purchaser to the Escrow
      Agent.

     

    ARTICLE
      II

     

    MISCELLANEOUS

     

    2.1. 
      No
      waiver or any breach of any covenant or provision herein contained shall be
      deemed a waiver of any preceding or succeeding breach thereof, or of any other
      covenant or provision herein contained. No extension of time for performance
      of
      any obligation or act shall be deemed an extension of the time for performance
      of any other obligation or act.

     

    2.2. All
      notices or other communications required or permitted hereunder shall be in
      writing, and shall be sent as set forth in the Purchase Agreement.

     

    2.3. This
      Escrow Agreement shall be binding upon and shall inure to the benefit of the
      permitted successors and permitted assigns of the parties hereto.

     

    2.4. This
      Escrow Agreement is the final expression of, and contains the entire agreement
      between, the parties with respect to the subject matter hereof and supersedes
      all prior understandings with respect thereto. This Escrow Agreement may not
      be
      modified, changed, supplemented or terminated, nor may any obligations hereunder
      be waived, except by written instrument signed by the parties to be charged
      or
      by its agent duly authorized in writing or as otherwise expressly permitted
      herein.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    2.5. Whenever
      required by the context of this Escrow Agreement, the singular shall include
      the
      plural and masculine shall include the feminine. This Escrow Agreement shall
      not
      be construed as if it had been prepared by one of the parties, but rather as
      if
      both parties had prepared the same. Unless otherwise indicated, all references
      to Articles are to this Escrow Agreement.

     

    2.6. The
      parties hereto expressly agree that this Escrow Agreement shall be governed
      by,
      interpreted under and construed and enforced in accordance with the laws of
      the
      State of New York, without regard to conflicts of law principles that would
      result in the application of the substantive laws of another jurisdiction.
      Any
      action to enforce, arising out of, or relating in any way to, any provisions
      of
      this Escrow Agreement shall only be brought in a state or Federal court sitting
      in New York City, Borough of Manhattan.

     

    2.7. The
      Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
      only by a writing signed by the Company, each Purchaser and the Escrow
      Agent.

     

    2.8. The
      Escrow Agent shall be obligated only for the performance of such duties as
      are
      specifically set forth herein and may rely and shall be protected in relying
      or
      refraining from acting on any instrument reasonably believed by the Escrow
      Agent
      to be genuine and to have been signed or presented by the proper party or
      parties. The Escrow Agent shall not be personally liable for any act the Escrow
      Agent may do or omit to do hereunder as the Escrow Agent while acting in good
      faith and in the absence of gross negligence, fraud and willful misconduct,
      and
      any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow
      Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the
      absence of gross negligence, fraud and willful misconduct. 

     

    2.9. The
      Escrow Agent is hereby expressly authorized to disregard any and all warnings
      given by any of the parties hereto or by any other person or corporation,
      excepting only orders or process of courts of law and is hereby expressly
      authorized to comply with and obey orders, judgments or decrees of any court.
      In
      case the Escrow Agent obeys or complies with any such order, judgment or decree,
      the Escrow Agent shall not be liable to any of the parties hereto or to any
      other person, firm or corporation by reason of such decree being subsequently
      reversed, modified, annulled, set aside, vacated or found to have been entered
      without jurisdiction. 

     

    2.10. The
      Escrow Agent shall not be liable in any respect on account of the identity,
      authorization or rights of the parties executing or delivering or purporting
      to
      execute or deliver the Purchase Agreement or any documents or papers deposited
      or called for thereunder in the absence of gross negligence, fraud and willful
      misconduct. 

     

    2.11. The
      Escrow Agent shall be entitled to employ such legal counsel and other experts
      as
      the Escrow Agent may deem necessary properly to advise the Escrow Agent in
      connection with the Escrow Agent’s duties hereunder, may rely upon the advice of
      such counsel, and may pay such counsel reasonable compensation therefor which
      shall be paid by the Escrow Agreement unless otherwise provided for in Section
      2.14. The
      Escrow Agent has acted as legal counsel for one of the Purchasers and may
      continue to act as legal counsel for such Purchaser from time to time,
      notwithstanding its duties as the Escrow Agent hereunder. The Company and the
      Purchasers consent to the Escrow Agent in such capacity as legal counsel for
      one
      of the Purchasers and waives any claim that such representation represents
      a
      conflict of interest on the part of the Escrow Agent. The Company and the
      Purchasers understand that the Escrow Agent is relying explicitly on the
      foregoing provision in entering into this Escrow Agreement.


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    2.12. The
      Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the
      Escrow Agent shall resign by giving written notice to the Company and the
      Purchasers. In the event of any such resignation, the Purchasers and the Company
      shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to
      such successor Escrow Agent any escrow funds and other documents held by the
      Escrow Agent. 

     

    2.13. If
      the
      Escrow Agent reasonably requires other or further instruments in connection
      with
      this Escrow Agreement or obligations in respect hereto, the necessary parties
      hereto shall join in furnishing such instruments. 

     

    2.14. It
      is
      understood and agreed that should any dispute arise with respect to the delivery
      and/or ownership or right of possession of the documents or the escrow funds
      held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed
      in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s
      possession without liability to anyone all or any part of said documents or
      the
      escrow funds until such disputes shall have been settled either by mutual
      written agreement of the parties concerned by a final order, decree or judgment
      or a court of competent jurisdiction after the time for appeal has expired
      and
      no appeal has been perfected, but the Escrow Agent shall be under no duty
      whatsoever to institute or defend any such proceedings or (2) to deliver the
      escrow funds and any other property and documents held by the Escrow Agent
      hereunder to a state or Federal court having competent subject matter
      jurisdiction and located in the City of New York, Borough of Manhattan, in
      accordance with the applicable procedure therefor. 

     

    2.15. The
      Company and each Purchaser agree jointly and severally to indemnify and hold
      harmless the Escrow Agent and its partners, employees, agents and
      representatives from any and all claims, liabilities, costs or expenses in
      any
      way arising from or relating to the duties or performance of the Escrow Agent
      hereunder or the transactions contemplated hereby or by the Purchase Agreement
      other than any such claim, liability, cost or expense to the extent the same
      shall have been determined by final, unappealable judgment of a court of
      competent jurisdiction to have resulted from the gross negligence, fraud or
      willful misconduct of the Escrow Agent. 


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    [SIGNATURE
      PAGE TO ESCROW AGREEMENT]

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above. 

     

    
      	
              TechnoConcepts
                Inc.

            	 
	 	 
	By:	 
	
              
                

              

                     
Name: 

            	 
	
              Title:

            	 
	 	 
	
              ESCROW
                AGENT:

            	 
	 	 
	
              Kramer
                Levin Naftalis & Frankel LLP

            	 
	 	 
	
              By:

            	 
	
              
                

                Name

              

            	 
	
              Title:

            	 


    

     

    [PURCHASERS’
      SIGNATURE PAGE FOLLOWS]

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    [PURCHASER’S
      SIGNATURE PAGE TO ESCROW AGREEMENT]

    


    Name
      of
      Investing Entity: __________________________

    Signature
      of Authorized Signatory of Investing Entity:
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

     

    Name
      of
      Investing Entity: __________________________

    Signature
      of Authorized Signatory of Investing Entity:
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    Exhibit
      A to

    Escrow
      Agreement

     

    RELEASE
      NOTICE

     

    The
      UNDERSIGNED, pursuant to the Escrow Agreement dated as of June 29, 2007 among
      the Company, the Purchasers signatory thereto and Kramer Levin Naftalis &
Frankel LLP, as Escrow Agent (the “Escrow
      Agreement”),
      hereby notify the Escrow Agent that each of the conditions precedent to the
      purchase and sale of the Notes have
      been
      satisfied or waived in accordance with Article IV of the Purchase Agreement.
      The
      Company hereby confirms that all of its respective representations and
      warranties contained in the Purchase Agreement remain true and correct and
      authorize the release by the Escrow Agent of the funds to be released as
      described in the Escrow Agreement and as set forth below. This Release Notice
      shall not be effective until executed by the Company and Vision. 

     

    Capitalized
      terms used herein and not defined shall have the meaning ascribed to such terms
      in the Escrow Agreement.

     

    This
      Release Notice may be signed in one or more counterparts, each of which shall
      be
      deemed an original. 

     

    Please
      release the $2,000,000.00 that has been deposited in the escrow account pursuant
      to the Escrow Agreement according to the following instructions: 

     

    ****

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have caused this Release Notice to be duly
      executed and delivered as of the day first written above. 

     

    
      	
              TechnoConcepts
                Inc.

            	
            
	 	
            
	
              By: 

            	
            
	
              
                

                
                  Name:

                

              

            	
            
	
              Title:

            	
            


    

    


    
      	
              Vision
                Opportunity Master Fund, Ltd. 

            	 
	 	 
	By:	 
	
              
                

                
                  Name:

                

              

            	 
	
              Title: 

            	 
	 	 
	
              Dynamic
                Decisions Growth Premium

            	 
	 	 
	
              By:

            	 
	
              
                

                Name:

              

            	 
	
              Title:

            	 


    

     

    
      
         

      

      
        8