**NOTE
        PURCHASE AGREEMENT**
   This
        Note
        Purchase Agreement (the "Agreement") is made effective as of [ *DATE* ],
        between TECHNOCONCEPTS INC. (the "Company"), and the
        investors listed on the Schedule of Investors attached as Exhibit A hereto
        (the
        "Investors").
  **1.
        The Notes**
  ***1.1
        Authorization***
  The
        Company has authorized the sale and issuance of Series A Secured Subordinated
        Promissory Notes, substantially in the form attached hereto as Exhibit B
        (each a
        "Note" and, collectively, the "Notes"), in the principal amount of up to
        $10,000,000.00.
  ***1.2
        Purchase and Sale of Notes***
  Subject
        to the terms and conditions of this Agreement, each of the Investors, severally
        and not jointly, agrees to purchase at the Closing, and the Company agrees
        to
        sell and issue to each of the Investors, severally and not jointly, at the
        Closing, the Notes in the principal amount specified opposite his name on
        Exhibit A hereto for a purchase price equal to the principal amount of the
        Note
        to be purchased by such Investor.
  ***1.3
        Closing***
  The
        purchase and sale of the Notes being purchased by the Investors shall take
        place
        at the offices of the Company by delivery to each of the Investors from the
        Company a Note in the principal amount set forth opposite his name on Exhibit
        A
        against delivery to the Company by the Investor of a certified or cashier's
        check or wire transfer payable to the Company in the full amount of the
        principal amount of such Note. Upon
        delivery of all of the Notes, the Closing shall occur at the offices of the
        Company, or such other location as
        the
        Company and the Investors who propose to purchase a majority in interest
        of the
        Notes shall mutually
        agree. The Company shall not be required to wait for the Closing but shall
        instead settle individual Note transactions for each Investor as mutual
        deliveries for each transaction are completed.
  ***1.4
        Interest Rate***
  The
        outstanding principal balance of each of the Notes shall bear interest from
        the
        date of the Closing until payment in full is made at a rate per annum equal
        eight (8%) percent, but shall not exceed the maximum rate of interest allowed
        by
        applicable law. The Company shall pay all accrued interest on the outstanding
        principal balance of the Notes on the date that the principal amount of the
        Notes shall become due as provided in Section 1.5 of this
        Agreement.
  ***1.5
        Term and Extensions***
  All
        outstanding principal and interest shall be due and payable on the date that
        is
        the earlier of: (i) one (1) year after the date of the settlement of the
        individual Note transaction (the “Maturity Date”) or
        (ii)
        sale of the Company or sale of substantially all of the Company’s
        assets .
  ***1.6
        Prepayment***
  The
        Company may at its sole option, at any time, prepay the Notes, in full or
        in
        part. Each prepayment shall be accompanied by the payment of interest on
        the
        amount prepaid. Any prepayment shall be made to each holder of the Notes
        on a
        pro-rata basis as nearly as practicable to the proportion of the principal
        amount of the outstanding Notes held by such holder.
  Note
            Purchase Agreement - Page 1 of 36
 ***1.7
        Subordination and Security Interest and Financing
        Statements***
  (a)
        The
        indebtedness evidenced by the Notes (and the security interest in the Collateral
        granted to the Investors as described below) shall be subordinate, to the
        extent
        more fully set forth in Section 12 of the Notes, to the principal of (and
        premium, if any) and unpaid interest on, (i) the
        Company’s 7%
        Secured Convertible Debentures issued
        on or about November 18, 2004, (ii) any indebtedness,
        currently outstanding, of the Company or with respect to which the Company
        is a
        guarantor, (iii) any indebtedness, hereafter created, to banks or insurance
        companies regularly engaged in the business of lending money, which is for
        money
        borrowed by the Company or a subsidiary of the Company, whether or not secured,
        which does not exceed $5,000,000 and (iv) any deferrals, renewals or extensions
        of any such indebtedness or any debentures, notes or other evidence of
        indebtedness issued in exchange for such indebtedness (collectively, the
        "Senior
        Indebtedness").
  (b)
        The
        term "Collateral" as used in this Agreement means and includes all assets
        of the
        Company, now or hereafter acquired by the Company, and the proceeds thereof
        including but not limited to proceeds of insurance covering the Collateral
        and
        any and all accounts receivable, inventory, equipment, money, goods, chattel
        paper, deposit accounts or other tangible and intangible property of the
        Company, together with the products and proceeds thereof. The Company hereby
        grants to each of the Investors, on a *pari
        passu* basis
        amongst the Investors, a security interest in the Collateral to secure the
        payment of the Notes and the performance by the Company of each and all of
        its
        obligations under this Agreement and the Notes; provided, however, that such
        security interest shall be subordinated, to the extent provided herein, to
        any
        security interest in the Collateral that may be granted with respect to the
        Senior Indebtedness. Notwithstanding anything to the contrary contained herein
        or in any agreement, whether written or oral, prior hereto, the security
        interest of each Investor in the Collateral shall be an undivided interest
        in
        the Collateral and the relative extent of each Investor's security interest
        in
        the Collateral at any time in proportion to that of other Investors shall
        be
        determined by dividing the principal amount (with accrued interest) of such
        Investors' Note by the aggregate principal amount (with accrued interest)
        of all
        Investors' outstanding Notes. Upon any Event of Default (as defined in Section
        4
        of the Note), each holder of such Notes, or such holder's agent, shall have
        and
        may exercise any and all remedies of a secured party under the New York Uniform
        Commercial Code, and any other remedies available at law or equity, with
        respect
        to the Collateral.
  (c)
        The
        Company hereby represents, warrants and covenants to the Investors as follows:
  (i)
        Except for the Senior Indebtedness and as disclosed in Exhibit D hereto,
        all of
        the Collateral is owned by the Company free from any liens, encumbrances
        or
        security interests which rank on a parity with or prior to the security interest
        granted in this Section and the Company, until such time as the Notes have
        been
        paid in full, will keep the Collateral free and clear of any additional liens,
        encumbrances or security interests. The Company shall not file a voluntary
        petition for bankruptcy under any chapter of the United States Bankruptcy
        Code
        within 365 days of the date hereof.
  (ii)
        The
        Company will properly maintain and care for the Collateral and will not waste
        or
        destroy the Collateral or any part thereof. The Company will maintain such
        insurance covering the Collateral as is customary for businesses similar
        to the
        business of the Company’s and, at the request of the Investors, deliver such
        policies of insurance to the Investors and, subject to any rights of the
        holders
        of the Senior Indebtedness, name the Investors as loss payees of such insurance.
  Note
            Purchase Agreement - Page 2 of 36
  (iii)
        The
        Company has not and, except for any security interest granted to the Investors
        and to the holders of any Senior Indebtedness, will not execute as debtor
        thereunder any security agreement or financing statement covering any of
        the
        Collateral. Notwithstanding the foregoing, the Company may execute a security
        agreement or financing statement covering the Collateral in any subsequent
        debt
        or equity financing; provided that such security interest granted is entirely
        subordinated to the Investor’s security interest created herein; but provided
        further that the Company may grant a *pro
        tanto* security
        interest that is not so subordinated in an amount equal to the portion of
        the
        Notes that, at the time, is or has been repaid.
  (iv)
        The
        Company will not sell, contract for the sale of or otherwise dispose of any
        of
        the Collateral except in the ordinary course of business.
  (v)
        The
        Company will promptly notify each Investor in writing of any event which
        affects
        the value of a material portion of the Collateral, the ability of the Company
        or
        the Investors to dispose of the Collateral, and the rights and remedies of
        the
        Investors in relation thereto, including, but not limited to, the levy of
        any
        legal process against the Collateral and the adoption of any marketing order,
        arrangement or procedure affecting the Collateral, whether government or
        otherwise.
  (d)
        The
        Company shall not encumber the Collateral in any manner inconsistent with
        the
        rights of the Investors hereunder.
  ***1.8
        Payments and Records***
  Each
        payment to an Investor under this Agreement shall be made at the Company's
        principal place of business. Principal, interest, and all other sums owing
        to
        each Investor under this Agreement shall be evidenced by entries in records
        maintained by each Investor on the schedule attached to the Note and shall
        also
        be maintained by the Company in its records. Each payment on, and any other
        credits with respect to, principal, interest and all other sums outstanding
        under this Agreement shall be evidenced by entries in such records.
  **2.
        Representations and Warranties of the Company**
  Except
        as
        set forth under the corresponding section of the disclosure schedules delivered
        to the Investors concurrently herewith (the “Disclosure Schedules”) which
        Disclosure Schedules shall be deemed a part hereof, the Company represents
        and
        warrants to the Investors as follows:
  ***2.1
        Organization and Standing***
  The
        Company is a corporation duly organized and existing under, and by virtue
        of,
        the laws of the State of Colorado and is in good standing under such laws.
        The
        Company has all requisite corporate power and authority to own its properties
        and assets and to carry on its business as presently conducted and as proposed
        to be conducted.
  Note
            Purchase Agreement - Page 3 of 36
 ***2.2
        Capitalization***
  The
        capitalization of the Company is as described in the Company’s most recent
        periodic report filed with the SEC. The Company has not issued any capital
        stock
        since such filing other than pursuant to the exercise of employee stock options
        under the Company’s Equity Incentive Plan, the issuance of shares of Common
        Stock to employees pursuant to the Company’s employee stock purchase plan and
        pursuant to the conversion or exercise of outstanding Common Stock Equivalents.
        No person has any right of first refusal, preemptive right, right of
        participation, or any similar right to participate in the transactions
        contemplated herein. The issuance and sale of the Notes will not obligate
        the
        Company to issue shares of Common Stock or other securities to any Person
        (other
        than the Investors) and will not result in a right of any holder of Company
        securities to adjust the exercise, conversion, exchange or reset price under
        such securities. All of the outstanding shares of capital stock of the Company
        are validly issued, fully paid and nonassessable, have been issued in compliance
        with all federal and state securities laws, and none of such outstanding
        shares
        was issued in violation of any preemptive rights or similar rights to subscribe
        for or purchase securities. No further approval or authorization of any
        stockholder, the Board of Directors of the Company or others is required
        for the
        issuance and sale of the Securities. There are no stockholders agreements,
        voting agreements or other similar agreements with respect to the Company’s
        capital stock to which the Company is a party or, to the knowledge of the
        Company, between or among any of the Company’s stockholders.
  ***2.3
        Authorization***
  All
        corporate action on the part of the Company and its directors necessary for
        the
        sale and issuance of the Notes and the performance of the Company's obligations
        under this Agreement and the Notes will be taken prior to the Closing. This
        Agreement and the Notes are valid, binding and enforceable obligations of
        the
        Company, subject to the laws of general application relating to bankruptcy,
        insolvency, and the relief of debtors and rules of law governing specific
        performance, injunctive relief or other equitable remedies. The Notes, when
        issued in compliance with the provisions of this Agreement, will be validly
        issued, and will be free of any liens or encumbrances, assuming the Investors
        take the Notes with no notice thereof, other
        than any liens or encumbrances created by or imposed on the Holder; provided,
        however, that the Notes may be subject to restrictions on transfer under
        applicable state and/or federal securities laws. The shares issued upon exercise
        of the Warrant, when issued in compliance with the provisions of the Warrant,
        will be validly issued, fully paid and nonassessable, and will be free of
        any
        liens or encumbrances, assuming that the Investors take said shares with
        no
        notice thereof, other than any liens or encumbrances created or imposed on
        the
        holder; provided, however, that such shares will be subject to restrictions
        on
        transfer under state and/or federal securities laws.
  ***2.4
        Governmental Consent***
  No
        consent, approval or authorization of or designation, declaration or filing
        with
        any governmental authority on the part of the Company is required in connection
        with the valid execution and delivery of this Agreement, or the offer, sale
        or
        issuance of the Notes, except qualification or registration (or taking such
        action as may be necessary to secure an exemption from qualification or
        registration requirements, if available) of the offer and sale of the Notes
        under applicable federal and state securities regulations, which filings
        and
        qualifications or registrations, if required, will be accomplished in a timely
        manner.
  Note
            Purchase Agreement - Page 4 of 36
  ***2.5
        SEC Reports; Financial Statements***
  The
        Company has filed all reports required to be filed by it under the Securities
        Act of 1933, as amended, (the “Securities Act”) and the Securities Exchange Act
        of 1934 (the “Exchange Act”), including pursuant to Section 13(a) or 15(d)
        thereof, for the two years preceding the date hereof (or such shorter period
        as
        the Company was required by law to file such material) (the foregoing materials,
        including the Exhibits thereto, being collectively referred to herein as
        the
“SEC Reports”) on a timely basis or has received a valid extension of such time
        of filing and has filed any such SEC Reports prior to the expiration of any
        such
        extension. As of their respective dates, the SEC Reports complied in all
        material respects with the requirements of the Securities Act and the Exchange
        Act and the rules and regulations of the Securities Exchange Commission (the
        “Commission”) promulgated thereunder, and none of the SEC Reports, when filed,
        contained any untrue statement of a material fact or omitted 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. The financial statements of the Company included in the SEC Reports
        comply in all material respects with applicable accounting requirements and
        the
        rules and regulations of the Commission with respect thereto as in effect
        at the
        time of filing. Such financial statements have been prepared in accordance
        with
        United States generally accepted accounting principles applied on a consistent
        basis during the periods involved (“GAAP”), except as may be otherwise specified
        in such financial statements or the notes thereto and except that unaudited
        financial statements may not contain all footnotes required by GAAP, and
        fairly
        present in all material respects the financial position of the Company and
        its
        consolidated subsidiaries as of and for the dates thereof and the results
        of
        operations and cash flows for the periods then ended, subject, in the case
        of
        unaudited statements, to normal, immaterial, year-end audit
        adjustments.
  ***2.6
        Compliance with Other Instruments***
  The
        Company is not in violation of any provisions of its Certificate of
        Incorporation or Bylaws or in violation or default of any provision of any
        instrument, judgment, order, writ, decree or contract to which it is a party
        or
        by which it is bound or any provision of federal or state statute, rule or
        regulation applicable to the Company, where such violation or default would
        have
        a material adverse effect on the financial condition or results of operations
        of
        the Company, and the consummation of the transactions contemplated hereby
        will
        not result in any such violation or default or require any consent under
        (which
        consent has not been obtained) or be in conflict with or constitute, with
        or
        without the passage of time and giving of notice, either a violation or default
        under any such material provision, instrument, judgment, order, writ, decree
        or
        contract or an event which results in the creation of any lien charge or
        encumbrance upon any assets of the Company.
  ***2.7
        Finder's Fees***
  No
        person
        is entitled, directly or indirectly, to compensation from the Company by
        reason
        of any contract or understanding or contact with the Company, as a finder
        or
        broker in connection with this sale and purchase of the Notes contemplated
        by this Agreement. The Company agrees to indemnify and hold the Investors
        harmless against and in respect of any claim of brokerage or other commissions
        or similar fees relative to this Agreement or the transactions contemplated
        hereby which arise as a result of a contract or understanding made by the
        Company with any such broker or finder in connection with this sale and purchase
        of the Notes contemplated by this Agreement.
  Note
            Purchase Agreement - Page 5 of 36
 ***2.8
        Disclosure***
  This
        Agreement and the Exhibits hereto and the documents provided to the Investors
        in
        connection with the purchase of the Notes do not contain any untrue statement
        of
        a material fact.
  **3.
        Representations and Warranties of Investors**
  Each
        Investor hereby represents and warrants to the Company with respect to the
        purchase of such Investor's Note as follows:
  ***3.1
        Binding Obligation***
  Such
        Investor has full legal capacity, power and authority to execute and deliver
        this Agreement and to perform its obligations hereunder. Each of this Agreement
        and the Note issued to the Investor is a valid and binding obligation of
        the
        Investor, enforceable in accordance with its terms, except as limited by
        bankruptcy, insolvency or other laws of general application relating to or
        affecting the enforcement of creditors' rights generally and general principles
        of equity.
  ***3.2
        Investor Representation***
  Such
        Investor understands that the shares
        of
        stock to which the Investor shall be entitled upon the exercise of a Warrant
        (“ Underlying
        Stock”) are “restricted securities” and have not been registered under the
        Securities Act or any applicable state securities law and is acquiring the
        Underlying Stock as principal for its own account and not with a view to
        or for
        distributing or reselling such Underlying Stock or any part thereof, has
        no
        present intention of distributing any of such Underlying Stock and has no
        arrangement or understanding with any other persons regarding the distribution
        of such Underlying Stock (this representation and warranty not limiting such
        Investor’s right to sell the Underlying Stock pursuant to the Registration
        Statement or otherwise in compliance with applicable federal and state
        securities laws). Such Investor is acquiring the Underlying Stock hereunder
        in
        the ordinary course of its business. Such Investor does not have any agreement
        or understanding, directly or indirectly, with any Person to distribute any
        of
        the Underlying Stock.
  ***3.3
        Investor Status***
  At
        the
        time such Investor was offered the Notes, Warrants, and/or Underlying Stock,
        it
        was, and at the date hereof it is, and on each date on which it exercises
        any
        Warrants it will be either: (i) an “accredited investor” as defined in Rule
        501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii)
        a
“qualified institutional buyer” as defined in Rule 144A(a) under the Securities
        Act. Such Investor is not required to be registered as a broker-dealer under
        Section 15 of the Exchange Act.
  ***3.4
        Experience of Such Investor***
  Each
        Investor, either alone or together with its representatives, has such knowledge,
        sophistication and experience in business and financial matters so as to
        be
        capable of evaluating the merits and risks of the prospective investment
        in the
        Notes, Warrants, and/or Underlying Stock, and has so evaluated the merits
        and
        risks of such investment. Such Investor is able to bear the economic risk
        of an
        investment in the Underlying Stock and, at the present time, is able to afford
        a
        complete loss of such investment.
  Note
            Purchase Agreement - Page 6 of 36
  ***3.5
        General Solicitation***
  Such
        Investor is not purchasing the Notes, Warrants, or Underlying Stock as a
        result
        of any advertisement, article, notice or other communication regarding the
        Notes, Warrants, and/or Underlying Stock published in any newspaper, magazine
        or
        similar media or broadcast over television or radio or presented at any seminar
        or any other general solicitation or general advertisement.
  ***3.6
        Short Sales***
  Each
        Investor represents that prior to 8:30 a.m. EDT on the Trading Day immediately
        following the date of this Agreement, neither it nor any Person over which
        the
        Investor has direct or indirect control, have made any purchases or sales
        of, or
        granted any option for the purchase of or entered into any hedging or similar
        transaction with the same economic effect as a short sale, of the Common
        Stock
        of the Company, and that it will not enter into any such transaction while
        it
        holds the Notes, Warrants, and/or Underlying Stock.
  ***3.7
        Reliance on Exemptions***
  Each
        Investor understands that the Notes, Warrants, and/or Underlying Stock are
        being
        offered and sold to it in reliance on specific exemptions from the registration
        requirements of United States federal and state securities laws and that
        the
        Company is relying in part upon the truth and accuracy of, and such Investor’s
        compliance with, the representations, warranties, agreements, acknowledgements
        and understandings of such Investor set forth herein in order to determine
        the
        availability of such exemptions and the eligibility of such Investor to acquire
        the Notes, Warrants, and/or Underlying Stock.
  ***3.8
        Information***
  Each
        Investor and its advisors, if any, have been furnished with all materials
        relating to the business, finances and operations of the Company and materials
        relating to the offer and sale of the Notes, Warrants, and/or Underlying
        Stock
        which have been requested by such Investor. Such Investor and its advisors,
        if
        any, have been afforded the opportunity to ask questions of the Company.
        Neither
        such inquiries nor any other due diligence investigations conducted by such
        Investor or its advisors, if any, or its representatives shall modify, amend
        or
        affect such Investor’s right to rely on the Company’s representations and
        warranties contained herein. Such Investor understands that its investment
        in
        the Notes, Warrants, and/or Underlying Stock involves a high degree of risk
        and
        such Investor is able to bear the risk of losing its investment in the Notes,
        Warrants, and/or Underlying Stock. Such Investor has sought such accounting,
        legal and tax advice as it has considered necessary to make an informed
        investment decision with respect to its acquisition of the Notes, Warrants,
        and/or Underlying Stock. Such Investor has (i) such knowledge and experience,
        and has made investments of a similar nature, so as to be aware of the risks
        and
        uncertainties inherent in the transactions contemplated by this Agreement,
        and
        (ii) independently and without reliance upon the Company, and based on such
        information as such Investor has deemed appropriate, made its own analysis
        and
        decision to enter into this Agreement. Such Investor acknowledges that the
        Company has not given such Investor any investment advice, credit information
        or
        opinion on whether the purchase of the Notes, Warrants, and/or Underlying
        Stock
        is prudent.
  Note
            Purchase Agreement - Page 7 of 36
  ***3.9
        No Governmental Review***
  Such
        Investor understands that no United States federal or state agency or any
        other
        government or governmental agency has passed on or made any recommendation
        or
        endorsement of the Notes, Warrants, and/or Underlying Stock nor have such
        authorities passed upon or endorsed the merits of the offering of the Notes,
        Warrants, and/or Underlying Stock.
  ***3.10
        Finder's Fees***
  Each
        Investor represents and warrants to the Company that no person is entitled,
        directly or indirectly, to compensation from such Investor by reason of any contract
        or understanding or contact with the Investor, as a finder or broker in
        connection with the sale and purchase of the Note contemplated by this
        Agreement. The Investor agrees to indemnify and hold the Company harmless
        against and in respect of any claim for brokerage or other commissions or
        similar fees relative to this Agreement or the transactions contemplated
        hereby
        which arises as a result of a contract or understanding made by such Investor
        with any such broker or finder in connection with the sale and purchase of
        the
        Note contemplated by this Agreement.
  **4.
        Warrants**
  ***4.1
        Issuance of Warrants***
  Upon
        the
        Closing, the Company shall issue to each Investor a warrant for the purchase
        of
        common stock of the Company, in substantially the form attached hereto as
        Exhibit C (the "Warrant"), as follows:
  (a)
        The
        Company shall issue to each Investor a Warrant to purchase that number of
        shares
        of common stock as is equal to the original principal amount of such Investor's
        Note.
  (b)
        The
        Company shall issue the Warrants in accordance with this Section
        4.1 within five (5) days after the Closing Date.
  ***4.2
        Exercise Price of Warrants***
  The
        per
        share exercise price of the Warrants shall be $1.00.
  ***4.3
        Termination of Warrants***
  Warrants
        issued pursuant to this Section 4 will terminate upon the fifth anniversary
        of
        the date of the issuance.
  **5.
        Restrictions on Transferability**
  ***5.1
        Restrictions on Transferability***
  The
        Note
        and the Warrant shall not be sold, assigned, transferred or pledged except
        upon
        the conditions specified in this Section 5, which conditions
        are intended to ensure compliance with the provisions of the Securities Act
        (as
        defined below). Each Investor will cause any proposed Investor, assignee,
        transferee, or pledgee of the Note and/or the Warrant held by the Investor
        to
        agree to take and hold such securities subject to the provisions and upon
        the
        conditions specified in this Section 5.
  Note
            Purchase Agreement - Page 8 of 36
  ***5.2
        Certain Definitions***
  As
        used
        in this Agreement, the following terms shall have the following respective
        meanings:
  "Commission"
        shall mean the Securities and Exchange Commission or any other federal agency
        at
        the time administering the Securities Act.
  "Holder"
        shall mean a holder of a Note, Warrant, and/or Underlying Stock.
  "Restricted
        Securities" shall mean the securities of the Company required to bear the
        legend
        set forth in Section 5.3 hereof.
  "Requisite
        Holders" shall mean the holders of more than 50% of the outstanding principal
        amount of the Notes.
  ***5.3
        Restrictive Legend***
  Each
        certificate or note representing a Note, Warrant, and/or Underlying Stock
        issued
        in respect of the Warrant upon any stock split, stock dividend,
        recapitalization, merger, consolidation or similar event, shall (unless
        otherwise permitted by the provisions of this Agreement) be stamped or otherwise
        imprinted with a legend in substantially the following form (in addition
        to any
        legend required under applicable state securities laws):
  THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        "ACT"). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
        SUCH
        REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR
        RULE AS THEN IN EFFECT UNDER THE ACT OR UNLESS THE CORPORATION RECEIVES AN
        OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR
        TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
        OF
        THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES
        AND
        RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN
        REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY
        OF THE
        CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
  Each
        Investor and each Holder consents to the Company making a notation on its
        records and giving instructions to any transfer agent of the Note, Warrant
        or
        Underlying Stock in order to implement the restrictions on transfer established
        in this Section 5.3.
  ***5.4
        Notice of Proposed Transfers***
  The
        Holder of each certificate representing Restricted Securities by acceptance
        thereof agrees to comply in all respects with the provisions of this Section
        5.4. Prior to any proposed sale, assignment, transfer or pledge of any
        Restricted Securities, unless there is in effect a registration statement
        under
        the Securities Act covering the proposed transfer, the Holder thereof shall
        given written notice to the Company of such Holder's intention to effect
        such
        transfer, sale, assignment or pledge. Each such notice shall describe the
        manner
        and circumstances of the proposed transfer, sale, assignment or pledge in
        sufficient detail, and shall be accomplished at such Holder's expense by
        either
        (i) an unqualified written opinion of legal counsel who shall be, and whose
        legal opinion shall be, reasonably satisfactory to the Company, addressed
        to the
        Company, to the effect that the proposed transfer of the Restricted Securities
        may be effected without registration under the Securities Act, or (ii) a
        "no
        action" letter from the Commission to the effect that the transfer of such
        securities without registration will not result in a recommendation by the
        staff
        of the Commission that action be taken with respect thereto, whereupon the
        Holder of such Restricted Securities shall be entitled to transfer such
        Restricted Securities in accordance with the terms of the notice delivered
        by
        the Holder to the Company. Each certificate evidencing the Restricted Securities
        transferred as above provided shall bear, except if such transfer is made
        pursuant to Rule 144, the appropriate restrictive legend set forth in Section
        5.3 above, except that such certificate shall not bear such restrictive legend
        if, in the opinion of counsel for such Holder and the Company, such legend
        is
        not required in order to establish compliance with any provisions of the
        Securities Act.
  Note
            Purchase Agreement - Page 9 of 36
  **6.
        Miscellaneous**
  ***6.1
        Governing Law***
  This
        Agreement and the Note shall in all respects be governed by and construed
        and enforced in accordance with the laws of the State of New York, as such
        laws
        apply to contracts entered into and wholly to be performed within such
        state.
  ***6.2
        Corporate Securities Law***
  THE
        SALE
        OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN
        REGISTERED WITH THE SECURITIES COMMISSION OF ANY STATE AND THE ISSUANCE OF
        SUCH
        SECURITIES OR THE PAYMENT AND RECEIPT OF ANY PART OF THE CONSIDERATION THEREFROM
        PRIOR TO SUCH REGISTRATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
        FROM REGISTRATION PURSUANT TO THE RELEVANT STATE SECURITIES LAWS. THE RIGHTS
        OF
        ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON REGISTRATION
        BEING
        OBTAINED, UNLESS THE SALE IS SO EXEMPT.
  ***6.3
        Survival***
  The
        representations, warranties, covenants and agreements made herein shall survive
        any investigation made by the Investors and the closing of the transactions
        contemplated hereby.
  ***6.4
        Successors and Assigns***
  Except
        as
        otherwise provided herein, the provisions hereof shall inure to the benefit
        of,
        and be binding upon, the successors, assigns, heirs, executors and
        administrators of the parties hereto, provided, however, that the rights
        of the
        Investors to purchase the Notes shall not be assignable without the consent
        of
        the Company and provided further that the Company may not assign its rights
        hereunder.
  ***6.5
        Entire Agreement and Amendment***
  This
        Agreement, the Notes and the other documents delivered pursuant hereto
        constitute the full and entire understanding and agreement between the parties
        with regard to the subjects hereof and thereof, and no party shall be liable
        or
        bound to any other party in any manner by any warranties, representations
        or
        covenants except as specifically set forth herein or therein. Except as
        expressly provided herein, neither this Agreement nor any term hereof may
        be
        amended, waived, discharged or terminated other than by a written instrument
        signed by the party against whom enforcement of any such amendment, waiver,
        discharge or termination is sought; *provided* , *however* ,
        that
        the Requisite Holders may, with the Company's prior written consent, waive,
        modify or amend any provisions hereof.
  Note
            Purchase Agreement - Page 10 of 36
 ***6.6
        Notices***
  All
        notices and other communications required or permitted hereunder shall be
        in
        writing and shall be mailed by registered or certified mail, postage prepaid,
        or
        otherwise delivered by hand, by messenger or by telecopy, addressed (a) if
        to an
        Investor, at the Investor's address set forth on Exhibit A hereto, or at
        such
        other address as the Investor shall have furnished to the Company in writing
        or
        (b) if to any other Holder of a Note, at such address as such Holder shall
        have
        furnished the Company in writing, or, until any such Holder so furnishes
        an
        address to the Company, then to and at the address of the last Holder of
        the
        Note, who has so furnished an address to the Company or (c) if to the Company,
        one copy should be sent to its principal executive offices located at 6060
        Sepulveda Blvd., Van Nuys, CA 91411, and addressed to the attention of the
        Chief
        Financial Officer, or to such other address as the Company shall have furnished
        to the Investors. Each such notice or other communication shall for all purposes
        of this Agreement be treated as effective or having been given when delivered
        if
        delivered personally, by messenger or by telecopy, or, if sent by mail, at
        the
        earlier of its receipt or 72 hours after the same has been deposited in a
        regularly maintained receptacle for the deposit of the United States mail, addressed
        and mailed as aforesaid.
  ***6.7
        Delays or Omissions***
  Except
        as
        expressly provided herein, no delay or omission to exercise any right, power
        or
        remedy accruing to any Holder of a Note, upon any breach or default of the
        Company under this Agreement, shall impair any such right, power or remedy
        of
        such Holder nor shall it be construed to be a waiver of any such breach or
        default, or an acquiescence therein, or of or in any similar breach or default
        thereafter occurring; nor shall any waiver of any single breach or default
        be
        deemed a waiver of any other breach or default theretofore or thereafter
        occurring. Any waiver, permit, consent or approval of any kind or character
        on
        the part of any Holder of any breach or default under this Agreement, or
        any
        waiver on the part of any Holder of any provisions or conditions of this
        agreement, must be in writing and shall be effective only to the extent
        specifically set forth in such writing. All remedies, either under this
        Agreement or by law or otherwise afforded to any Holder, shall be cumulative
        and
        not alternative.
  ***6.8
        Expenses***
  The
        Company and each Investor shall bear its own expenses incurred on its behalf
        with respect to this Agreement and the transactions contemplated
        hereby.
  ***6.9
        Counterparts***
  This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        enforceable against the party or parties actually executing such counterparts,
        and all of which together shall constitute one instrument.
  ***6.10
        Severability***
  In
        the
        event that any provision of this Agreement becomes or is declared by a court
        of
        competent jurisdiction to be illegal, unenforceable or void, this Agreement
        shall continue in full force and effect without said provision.
  Note
            Purchase Agreement - Page 11 of 36
 ***6.11
        Titles and Subtitles***
  The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not considered in construing or interpreting this Agreement.
  ***6.12
        Confidentiality***
  The
        parties hereto agree that the existence of this Agreement and of any Notes
        and
        Warrants issued hereunder, and the terms hereof, shall be held in the strictest
        confidence and shall not be disclosed to any third party unless (a) such
        disclosure is required by law, or (b) such disclosure is agreed upon in writing
        by the Investor and the Company.
  
 **[SIGNATURE
        PAGES FOLLOW]**
 
 Note
            Purchase Agreement - Page 12 of 36
  IN
        WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
        and
        delivered by their proper and duly authorized officers as of the date and
        year
        first written above.
  
  **TECHNOCONCEPTS,
                  INC.**
              Address
                  for Notice:
                6060
                  Sepulveda Blvd, Suite 202
                Van
                  Nuys, CA 91411By:__________________________________________
                Name:
                  Antonio E. Turgeon
                Title:
                  Chief Executive OfficerWith
                  a copy to (which shall not constitute notice):
                David
                  Kagel, Esq.
                1801
                  Century Park E 25th Fl
                Los
                  Angeles, CA 90067
 
 **[REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK**
 **SIGNATURE
        PAGES FOR PURCHASERS FOLLOW]**
  Note
            Purchase Agreement - Page 13 of 36
 
  [PURCHASER
        SIGNATURE PAGES TO TECHNOCONCEPTS NOTE PURCHASE AGREEMENT]
 
 IN
        WITNESS WHEREOF, the undersigned have caused this Note Purchase Agreement
        to be
        duly executed by their respective authorized signatories as of the date first
        indicated above.
  Name
        of
        Investing Entity:
        _______________________________________________________________________________
 
 *Signature
        of Authorized Signatory of Investing Entity* :
        _________________________________________________________
 Name
        of
        Authorized Signatory:
        ___________________________________________________________________________
 Title
        of
        Authorized Signatory:
        ____________________________________________________________________________
 Email
        Address of Authorized
        Entity:________________________________________________________________________
 
 Address
        for Notice of Investing Entity:
 
 
 
 
 Address
        for Delivery of Securities for Investing Entity (if not same as
        above):
 
 
 
 
 
 Subscription
        Amount:  $_______________________________
 
 Warrant
        Shares:  ____________________________________
 
 EIN
        Number: *[PROVIDE
        THIS UNDER SEPARATE COVER]*
  **[SIGNATURE
        PAGES CONTINUE]**
  
 Note
            Purchase Agreement - Page 14 of 36
   **EXHIBIT
        A**
   Schedule
        of Investors
   
  Name
              Principal
                Amount
              Interest
              Maturity
              Warrants
              Exercise
                  Price$
              8%
              
              
              $1.00
  
 Note
            Purchase Agreement - Page 15 of 36
  **EXHIBIT
        B**
  **Form
        of Note**
  **THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        "ACT"). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
        SUCH
        REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR
        RULE AS THEN IN EFFECT UNDER THE ACT OR UNLESS THE CORPORATION RECEIVES AN
        OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR
        TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
        OF
        THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES
        AND
        RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
        MADE BY
        THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION
        AT
        THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.**
  **Subordinated
        Secured Promissory Note**
  $_____________________
              [ 
*D 
                  A  T  E*]
  Los
        Angeles, California
  For
        value
        received, TECHNOCONCEPTS INC., a Colorado corporation (the "Company"), promises
        to pay to the undersigned (the "Holder"), the principal sum of the amount
        written above, together with interest from the date of this Note on the unpaid
        principal balance as provided in Section 2 below. This Note is subject to
        the
        following terms and conditions.
  **1.
        Maturity**
  Subject
        to Section 3, the principal and all accrued interest under this Note shall
        be
        due and payable upon demand by the Holder at any time after date that is
        the
        earlier of: (i) one (1) year after the date of the settlement of the individual
        Note transaction (the “Maturity Date”) or (ii)
        sale of the Company or sale of substantially all of the Company’s
        assets .
        Notwithstanding the foregoing, the entire unpaid principal sum of this Note,
        together with all accrued interest thereon, shall become immediately due
        and
        payable upon the occurrence of an Event of Default (as hereinafter
        defined).
  **2.
        Interest**
  **(a)
        Interest Rate**
  The
        outstanding principal will bear interest at the rate of eight (8%) percent
        per
        annum.
  **(b)
        Interest Payments**
  Interest
        on the outstanding principal shall be payable at the rate set forth above
        and
        shall be payable at such time as the outstanding principal amount hereof
        is
        otherwise due and payable. Interest shall be computed on the basis of a three
        hundred sixty (360)-day year and actual days elapsed.
  Note
            Purchase Agreement - Page 16 of 36
  **(c)
        Reduction of Interest**
  If
        at any
        time, the rate of interest, together with all amounts which constitute interest
        and which are reserved, charged or taken by the Holder as compensation for
        fees,
        services or expenses incidental to the making, negotiating or collection
        of any
        advance evidenced hereby, shall be deemed by any competent court of law,
        governmental agency or tribunal to exceed the maximum of rate of interest
        permitted to be charged by the Holder to the Company, then, during such time
        as
        such rate of interest would be deemed excessive, that portion of each sum
        paid
        attributable to that portion of such interest rate that exceeds the maximum
        rate
        of interest so permitted shall be deemed a voluntary prepayment of
        principal.
  **3.
        Payment**
  All
        payments shall be made in lawful money of the United States of America at
        such
        place as the Holder hereof may from time to time designate in writing to
        the
        Company. Payment shall be credited first to the accrued interest then due
        and
        payable and the remainder applied to principal. At any time following the
        determination of the terms of the next Equity Financing, the Company shall
        have
        the right to prepay this Note, in whole or in part, prior to the Maturity
        Date
        without penalty.
  **4.
        Events of Default**
  The
        occurrence of any of the following shall constitute an "Event of Default"
        hereunder:
  **(a)
        Failure to Pay**
  The
        Company shall fail to pay (i) any principal payment on the due date hereunder
        or
        (ii) any interest or other payment required pursuant to the terms hereof
        on the
        date due and such payment shall not have been made within twenty (20) days
        of
        Company's receipt of Holder's written notice to the Company of such failure
        to
        pay; or
  **(b)
        Breaches of Covenants**
  The
        Company shall fail to observe or perform any covenant, obligation, condition
        or
        agreement contained herein (other than those covenants specified in Section
        5(a)
        of this Note) and (i) such failure shall continue for twenty (20) days, or
        (ii)
        if such failure is not curable within such twenty (20) day period, but is
        reasonably capable of cure within 180 days, either (A) such failure shall
        continue for 180 days or (B) Company shall not have commenced a cure in a
        manner
        reasonably satisfactory to Holder within the initial 45 day period;
        or
  **(c)
        Voluntary Bankruptcy or Insolvency Proceedings**
  The
        Company shall (i) apply for or consent to the appointment of a receiver,
        trustee, liquidator or custodian of itself or of all or a substantial part
        of
        its property, (ii) be unable, or admit in writing its inability, to pay its
        debts generally as they mature, (iii) make a general assignment for the benefit
        of its or any of its creditors, (iv) be dissolved or liquidated in full or
        in
        part, (v) become insolvent (as such term may be defined or interpreted pursuant
        to any applicable statute), (vi) commence a voluntary case or other proceeding
        seeking liquidation, reorganization or other relief with respect to itself
        or
        its debts pursuant to any bankruptcy, insolvency or other similar law now
        or
        hereafter in effect or consent to any such relief or to the appointment of
        or
        taking possession of its property by any official in an involuntary case
        or
        other proceeding commenced against it, or (vii) take any action for the purpose of
        effecting any of the foregoing; or
  Note
            Purchase Agreement - Page 17 of 36
  **(d)
        Involuntary Bankruptcy or Insolvency Proceedings**
  Proceedings
        for the appointment of a receiver, trustee, liquidator or custodian of the
        Company or of all or a substantial part of the property thereof, or an
        involuntary case or other proceedings seeking liquidation, reorganization
        or
        other relief with respect to the Company or the debts thereof pursuant to
        any
        bankruptcy, insolvency or other similar law now or hereafter in effect shall
        be
        commenced and an order for relief entered or such proceeding shall not be
        dismissed or discharged within 180 days of commencement.
  **5.
        Security Interest.**
  Performance
        by the Company of its obligations hereunder is secured by a security interest
        in
        certain Collateral of the Company pursuant to the terms set forth in Section
        1.7
        of the Note Purchase Agreement.
  **6.
        Rights of Holder upon Default**
  Upon
        the
        occurrence or existence of any Event of Default and at any time thereafter
        during the continuance of such Event of Default, Holder may, by written notice
        to the Company, declare all outstanding obligations payable by the Company
        hereunder to be immediately due and payable without presentment, demand,
        protest
        or any other notice of any kind, all of which are hereby expressly waived.
        In
        addition to the foregoing remedies, upon the occurrence or existence of any
        Event of Default, Holder may exercise any other right, power or
        remedy
        granted to it hereunder or pursuant to applicable law. The Company agrees
        to pay
        all taxes levied or assessed upon the outstanding principal against any holder
        of this Note and to pay all reasonable costs, including attorneys' fees,
        costs
        relating to the appraisal and/or valuation of assets and all other costs
        and
        expenses incurred in the collection, protection, defense, preservation, or
        enforcement of this Note or any endorsement of this Note or in any litigation
        arising out of the transactions of which this Note or any endorsement of
        this
        Note is a part.
  **7.
        Transfer, Successors and Assigns**
  The
        terms
        and conditions of this Note shall inure to the benefit of and be binding
        upon
        the respective successors and assigns of the parties. Notwithstanding the
        foregoing, the Holder may not assign, pledge, or otherwise transfer this
        Note
        without the prior written consent of the Company, except for transfers to
        affiliates of the Holder. Subject to the preceding sentence, this Note may
        be
        transferred only upon surrender of the original Note for registration of
        transfer, duly endorsed, or accompanied by a duly executed written instrument
        of
        transfer in form satisfactory to the Holder. Thereupon, a new note for the
        same
        principal amount and interest will be issued to, and registered in the name
        of,
        the transferee. Interest and principal are payable only
        to
        the registered holder of this Note. Neither this Note nor any of the rights,
        interests or obligations hereunder may be assigned, by operation of law or
        otherwise, in whole or in part, by the Company without the prior written
        consent
        of Holder except in connection with an assignment in whole to a successor
        corporation to the Company, provided that such successor corporation acquires
        all or substantially all of the Company's property and assets and provided
        further that none of the Holder's rights hereunder are
        impaired.
  Note
            Purchase Agreement - Page 18 of 36
  **8.
        Governing Law**
  This
        Note
        and all acts and transactions pursuant hereto and the rights and obligations
        of
        the parties hereto shall be governed, construed and interpreted in accordance
        with the laws of the State of New York, without giving effect to principles
        of
        conflicts of law.
  **9.
        Notices**
  Any
        notice required or permitted by this Note shall be in writing and shall be
        deemed sufficient upon delivery, when delivered personally or by a
        nationally-recognized delivery service (such as Federal Express or UPS),
        or five
        (5) days after being deposited in the U.S. mail, as certified or registered
        mail, with postage prepaid, addressed to the party to be notified at such
        party's address as set forth below or as subsequently modified by written
        notice.
  **10.
        Amendments and Waivers**
  Any
        term
        of this Note may be amended or waived only with the written consent of the
        Company and holders of in excess of 50% of the principal amount of notes
        issued
        on about the date of the Note, provided that all such notes are amended,
        waived
        or modified in a like manner. Any amendment or waiver effected in accordance
        with this Section 10 shall be binding upon the Company, the Holder and each
        transferee of the Note.
  **11.
        Shareholders, Officers and Directors Not Liable**
  In
        no
        event shall any shareholder, officer or director of the Company be liable
        for
        any amounts due or payable pursuant to this Note.
  **12.
        Subordination**
  The
        indebtedness evidenced by this Note is hereby expressly subordinated, to
        the
        extent and in the manner hereinafter set forth, in right of payment to the
        prior
        payment in full of all the Company's Senior Indebtedness.
  "Senior
        Indebtedness" shall mean the principal of (and premium, if any) and unpaid
        interest on, (i) the Company’s 7%
        Secured Convertible Debentures issued
        on or about November 18, 2004, (ii) any indebtedness, currently outstanding,
        of
        the Company or with respect to which the Company is a guarantor, (iii) any
        indebtedness, hereafter created, to banks or insurance companies regularly
        engaged in the business of lending money, which is for money borrowed by
        the
        Company or a subsidiary of the Company, whether or not secured, which does
        not
        exceed $5,000,000 and (iv) any deferrals, renewals or extensions of any such
        indebtedness or any debentures, notes or other evidence of indebtedness issued
        in exchange for such Senior Indebtedness.
  Upon
        any
        receivership, insolvency, assignment for the benefit of creditors, bankruptcy,
        reorganization, or arrangements with creditors (whether or not pursuant to
        bankruptcy or other insolvency laws), sale of all or substantially all of
        the
        assets, dissolution, winding-up, liquidation, or any other marshalling of
        the
        assets and liabilities of the Company, or in the event this Note shall be
        declared due and payable upon the occurrence of an Event of Default, (i)
        no
        amount shall be paid by the Company in respect of the principal of or interest
        on this Note at the time outstanding, unless and until the principal of and
        interest on the Senior Indebtedness then outstanding shall be paid in full,
        and
        (ii) no claim or proof of claim shall be filed with the Company by or on
        behalf
        of the holder of this Note which shall assert any right to receive any payments
        in respect of the principal of and interest on this Note except subject to
        the
        payment in full of the principal of and interest on all of the Senior
        Indebtedness then outstanding. Any payment by, or distribution of assets
        of, the
        Company of any kind or character, whether in cash, property or securities,
        to
        which the holder of this Note would be entitled except for the provisions
        of
        this Section shall be paid or delivered by the person making such payment
        or
        distribution, whether a trustee in bankruptcy, a receiver or liquidating
        trustee
        or otherwise, directly to the holders of Senior Indebtedness or their
        representative or representatives or to the trustee or trustees under any
        indenture under which any instruments evidencing any of such Senior Indebtedness
        may have been issued, ratably according to the aggregate amounts remaining
        unpaid on account of the Senior Indebtedness held or represented by each,
        to the
        extent necessary to make payment in full of all Senior Indebtedness remaining
        unpaid after giving effect to any concurrent payment or distribution (or
        provision therefor) to the holders of such Senior Indebtedness.
  Note
            Purchase Agreement - Page 19 of 36
  The
        consolidation of the Company with, or the merger of the Company into, another
        corporation or the liquidation or dissolution of the Company following the
        sale,
        conveyance or lease of its property as an entirety, or substantially as an
        entirety, to another corporation shall not be deemed a dissolution, winding-up,
        liquidation or reorganization for the purposes of this Section.
  No
        payment on account of principal of or interest on this Note shall be made
        and
        this Note shall not be redeemed or purchased, either directly or indirectly,
        by
        the Company or any subsidiary if (i) at the time of such payment or immediately
        after giving effect thereto there shall exist under any Senior Indebtedness
        or
        any agreement pursuant to which any Senior Indebtedness is issued (including
        in
        each case Senior Indebtedness incurred directly or indirectly in connection
        with
        any renewal, extension or refunding of Senior Indebtedness with respect to
        money
        borrowed) any condition, event or act which constitutes a default (which
        default
        shall not have been cured or waived) or which, with notice or lapse of time,
        or
        both, would constitute a default, or (ii) full payment of all amounts then
        due
        and payable to the holders of Senior Indebtedness other than any lease which
        is
        not required to be capitalized on the balance sheet of the Company under
        generally accepted accounting principles shall not then have been made or
        duly
        provided for. In
        the
        event that any payment by, or distribution of assets of, the Company of any
        kind
        or character, whether in cash, property or securities, shall be received
        by the
        holder of this Note before all Senior Indebtedness is paid in full, contrary
        to
        the provisions of this Section, such payment or distribution shall be held
        in
        trust for the benefit of and shall be paid over to the holders of such Senior
        Indebtedness for application to the payment of all Senior Indebtedness remaining
        unpaid until all such Senior Indebtedness shall have been paid in full, after
        giving effect to any concurrent payment or distribution (or provision therefor)
        to the holders of such Senior Indebtedness.
  In
        any
        case, cash, securities or other property otherwise payable or deliverable
        to the
        Holder of this Note shall have been applied to the payment of Senior
        Indebtedness, then and in each such case, upon the payment in full of all
        Senior
        Indebtedness, the Holder of this Note shall be subrogated to the rights of
        the
        holders of Senior Indebtedness to receive all further payments and distributions
        made on Senior Indebtedness until all principal of and interest on this Note
        shall have been paid in full; and no such payments or distributions to the
        holder of this Note by reason of such subrogation of cash, securities or
        other
        property which otherwise would be payable or distributable to the holders
        of
        Senior Indebtedness shall, as between the Company and its creditors (other
        than
        the holders of Senior Indebtedness), on the one hand, and the holder of this
        Note, on the other, be deemed to be a payment by the Company on account of
        this
        Note.
  Note
            Purchase Agreement - Page 20 of 36
  Nothing
        contained in this Section shall impair, as between the Company and the Holder
        of
        this Note, the obligation of the Company, which is absolute and unconditional,
        to pay to the holder hereof the principal hereof and interest hereon as and
        when
        the same become due and payable, or shall prevent the holder of this Note
        from
        exercising all rights, power and remedies otherwise provided herein or therein
        or by applicable law, all subject to the rights, if any, of the holders of
        Senior Indebtedness under this Section to receive cash, securities or other
        properties otherwise payable or deliverable to the holder of this Note.
  The
        terms
        "paid in full" and "payment in full" as used in this Section with respect
        to
        Senior Indebtedness mean the receipt, in cash or securities (taken at their
        market value at the time of the receipt thereof), of the principal amount
        of the
        Senior Indebtedness (and any premium due thereon) and full interest thereon
        to
        the date of such payment of principal and all other amounts due to holders
        of
        Senior Indebtedness pursuant to the sections of the instruments
        providing therefor.
  **13.** **Treatment
        of Note**
  To
        the
        extent permitted by generally accepted accounting principles, the Company
        will
        treat, account and report the Note as debt and not equity for accounting
        purposes and with respect to any returns filed with federal, state or local
        tax
        authorities.
  IN
        WITNESS WHEREOF, the Company has caused this Note to be issued as of the
        date
        first written above.
  COMPANY:
 
 TechnoConcepts
        Inc.
 
 
 By:
        _________________________________
 Antonio
        E. Turgeon, Chairman & CEO
 
 
 
 AGREED
        TO
        AND ACCEPTED:
 
 HOLDER:
 
 By:
        _________________________________
 Name:
 Title:
  Note
            Purchase Agreement - Page 21 of 36
 **EXHIBIT
        C**
 
 **Form
        of Warrant**
 
 **NEITHER
        THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
        WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE
        "ACT") AND THIS WARRANT CANNOT BE SOLD OR TRANSFERRED, AND THE SHARES OF COMMON
        STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT CANNOT BE SOLD OR TRANSFERRED,
        UNLESS AND UNTIL (i) THEY ARE SO REGISTERED OR, (ii) RULE 144, RULE 144A
        OR ANY
        SUCCESSOR RULE UNDER THE ACT PERMITS SUCH SALE OR TRANSFER, OR (iii) UNLESS
        SUCH
        REGISTRATION IS NOT THEN REQUIRED UNDER THE CIRCUMSTANCES OF SUCH EXERCISE,
        SALE
        OR TRANSFER UNDER ANY OTHER EXEMPTION UNDER THE ACT, PROVIDED THAT THE HOLDER
        OF
        THIS WARRANT OR SHARES OF COMMON STOCK ISSUABLE HEREUNDER DELIVERS TO THE
        COMPANY AN OPINION OF HOLDER'S COUNSEL THAT AN EXEMPTION FROM REGISTRATION
        UNDER
        THE ACT IS AVAILABLE.**
 
 
 **WARRANT
        TO PURCHASE COMMON STOCK OF**
  **TECHNOCONCEPTS,
        INC.**
 
 
 THIS
        CERTIFIES that, for value received, ________________________ (herein called
        "Holder") is entitled, upon the terms and subject to the limitations on exercise
        and the conditions hereinafter set forth, at any time on or prior to the
        close
        of business on the five year anniversary of the effective date of this Warrant
        (the “Termination Date”) but not thereafter, to subscribe for and purchase from
        TechnoConcepts, Inc. (herein called the "Company") a corporation organized
        and
        existing under the laws of the State of Colorado, at the price of $1.00 per
        share (the "Warrant Exercise Price"), ________________ fully paid and
        nonassessable shares of the Company’s Common Stock, no par value per share,
        subject to adjustment as set forth in Section 3 below.
 
 This
        Warrant is subject to the following provisions, terms and
        conditions:
 
 1.  **Exercise;
        Issuance of Certificates; Payment for Shares.**
 
 (a)
        The
        rights represented by this Warrant may be exercised by the Holder hereof,
        in
        whole or in part (but not as to a fractional share) at the principal office
        of
        the Company (or such office or agency of the Company as it may from time
        to time
        reasonably designate) at any time prior to the Termination Date, and
 
 (i)
        by
        payment to the Company by certified check or bank draft of the Warrant Exercise
        Price for such shares, or
  Note
            Purchase Agreement - Page 22 of 36
 (ii)
        by
“cashless exercise”; only if at any time after one year from the date of
        issuance of this Warrant there is no effective Registration Statement
        registering the resale of the Warrant Shares by the Holder, then this Warrant
        may also be exercised at such time by means of a “cashless exercise” in which
        the Holder shall be entitled to receive a certificate for the number of Warrant
        Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
        where:
 (A) 
                    =
                the
                    VWAP on the Trading Day immediately preceding the date of such
                    election;  (B)  =
                the Exercise Price of this Warrant,
                  as
                  adjusted; and  (X)  =
                the number of Warrant Shares issuable
                  upon
                  exercise of this Warrant in accordance with the terms of this Warrant
                  by
                  means of a cash exercise rather than a cashless
                  exercise.
 “VWAP”
        means, for any date, the price determined by the first of the following clauses
        that applies: (a) if the Common Stock is then listed or quoted on a Trading
        Market, the daily volume weighted average price of the Common Stock for such
        date (or the nearest preceding date) on the primary Trading Market on which
        the
        Common Stock is then listed or quoted as reported by Bloomberg Financial
        L.P.
        (based on a Trading Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using
        the
        VAP function; (b) if the Common Stock is not then listed or quoted on the
        Trading Market and if prices for the Common Stock are then reported in the
“Pink
        Sheets” published by the Pink Sheets, LLC (or a similar organization or agency
        succeeding to its functions of reporting prices), the most recent bid price
        per
        share of the Common Stock so reported; or (c) in all other cases, the fair
        market value of a share of Common Stock as determined by a nationally
        recognized-independent appraiser selected in good faith by Purchasers holding
        a
        majority of the principal amount of Debentures then outstanding.
 
 or
 
 (iii)
        by
        a combination of the foregoing methods of payment selected by the Holder
        of this
        Warrant.
 
 The
        notice accompanying the Warrant shall also set forth the number of shares
        remaining subject to the Warrant. The Company shall not be obligated to issue
        fractional shares of Common Stock upon exercise of this Warrant but shall
        pay to
        the Holder an amount in cash equal to the Current Market Price per share
        multiplied by such fraction (rounded to the nearest cent). The Company agrees
        that the shares so purchased shall be deemed to be issued to the Holder as
        the
        record owner of such shares as of the close of business on the date on which
        a
        properly executed notice of exercise of this Warrant shall have been surrendered
        by facsimile, physical delivery, or other reasonable medium of delivery and
        payment made for such shares as aforesaid. Subject to the provisions of the
        next
        succeeding Section and this Section 1, certificates for the shares of stock
        so
        purchased shall be delivered to the Holder within two business days after
        the
        rights represented by this Warrant shall have been so exercised along with
        receipt by the Company of the physical Warrant or a duly executed Affidavit
        of
        Lost Warrant, and, unless this Warrant has expired, a new Warrant representing
        the number of shares, if any, with respect to which this Warrant shall not
        then
        have been exercised or surrendered shall also be delivered to the Holder
        hereof
        within two business days.
 
 Note
            Purchase Agreement - Page 23 of 36
 (b)
        For
        the purpose of any computation under this Section the "Current Market Price"
        at
        any date (the "Computation Date") shall be deemed to be the average of the
        daily
        closing prices of the Common Stock for ten consecutive trading days ending
        the
        trading day immediately prior to the Computation Date. The closing price
        for
        each day shall be the last reported sale price or, in case no such reported
        sale
        takes place on such date, the average of the last reported asked prices,
        in
        either case on the principal national securities exchange on which the Common
        Stock is admitted to trading or listed if that is the principal market for
        the
        Common Stock or if not listed or admitted to trading on any national securities
        exchange or if such national securities exchange is not the principal market
        for
        the Common Stock, the closing bid prices reported by NASDAQ or its successor,
        if
        any, or such other generally accepted source of publicly reported bid and
        asked
        quotations as the Company may reasonably designate. If the price of the Common
        Stock is not so reported or the Common Stock is not publicly traded, the
        Current
        Market Price per share as of any Computation Date shall be determined by
        the
        Board of Directors in good faith, on such basis as it considers appropriate,
        and
        such determination shall be described in a duly adopted board resolution
        certified by the Company's secretary or assistant secretary.
 
 (c) Exercise
        Limitations ; Holder’s
        Restrictions .
        The
        Holder shall not have the right to exercise any portion of this Warrant,
        pursuant to Section 2(c) or otherwise, to the extent that after giving effect
        to
        such issuance after exercise, the Holder (together with the Holder’s
        affiliates), as set forth on the applicable Notice of Exercise, would
        beneficially own in excess of 4.99% of the number of shares of the Common
        Stock
        outstanding immediately after giving effect to such issuance.  For purposes
        of the foregoing sentence, the number of shares of Common Stock beneficially
        owned by the Holder and its affiliates shall include the number of shares
        of
        Common Stock issuable upon exercise of this Warrant with respect to which
        the
        determination of such sentence is being made, but shall exclude the number
        of
        shares of Common Stock which would be issuable upon (A) exercise of the
        remaining, nonexercised portion of this Warrant beneficially owned by the
        Holder
        or any of its affiliates and (B) exercise or conversion of the unexercised
        or
        nonconverted portion of any other securities of the Company (including, without
        limitation, any other Debentures or Warrants) subject to a limitation on
        conversion or exercise analogous to the limitation contained herein beneficially
        owned by the Holder or any of its affiliates.  Except as set forth in the
        preceding sentence, for purposes of this Section 2(d), beneficial ownership
        shall be calculated in accordance with Section 13(d) of the Exchange Act,
        it
        being acknowledged by Holder that the Company is not representing to Holder
        that
        such calculation is in compliance with Section 13(d) of the Exchange Act
        and
        Holder is solely responsible for any schedules required to be filed in
        accordance therewith. To the extent that the limitation contained in this
        Section 2(d) applies, the determination of whether this Warrant is exercisable
        (in relation to other securities owned by the Holder) and of which a portion
        of
        this Warrant is exercisable shall be in the sole discretion of such Holder,
        and
        the submission of a Notice of Exercise shall be deemed to be such Holder’s
        determination of whether this Warrant is exercisable (in relation to other
        securities owned by such Holder) and of which portion of this Warrant is
        exercisable, in each case subject to such aggregate percentage limitation,
        and
        the Company shall have no obligation to verify or confirm the accuracy of
        such
        determination. For purposes of this Section 2(d), in determining the number
        of
        outstanding shares of Common Stock, the Holder may rely on the number of
        outstanding shares of Common Stock as reflected in (x) the Company’s most recent
        Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent public
        announcement by the Company or (z) any other notice by the Company or the
        Company’s Transfer Agent setting forth the number of shares of Common Stock
        outstanding.  Upon the written or oral request of the Holder, the Company
        shall within two Trading Days confirm orally and in writing to the Holder
        the
        number of shares of Common Stock then outstanding.  In any case, the number
        of outstanding shares of Common Stock shall be determined after giving effect
        to
        the conversion or exercise of securities of the Company, including this Warrant,
        by the Holder or its affiliates since the date as of which such number of
        outstanding shares of Common Stock was reported. The provisions of this Section
        2(d) may be waived by the Holder upon, at the election of the Holder, not
        less
        than 61 days’ prior notice to the Company, and the provisions of this Section
        2(d) shall continue to apply until such 61 st day (or
        such later date, as determined by the Holder, as may be specified in such
        notice
        of waiver).
 
 Note
            Purchase Agreement - Page 24 of 36
 
 2.  **Shares
        to be Fully Paid; Reservation of Shares.**
 
 The
        Company covenants and agrees:
 
 (a)  That
        all
        Common Stock which may be issued upon the exercise of the rights represented
        by
        this Warrant, will, upon issuance, be fully paid and nonassessable and free
        from
        all pre-emptive rights, and taxes, liens and charges with respect to the
        issuance thereof;
 
 (b)  Without
        limiting the generality of the foregoing, that the Company will from time
        to
        time take all such action as may be necessary to assure that the par value
        per
        share of the Common Stock is at all times equal to or less than the then
        effective Warrant Exercise Price per share of the Common Stock issuable pursuant
        to this Warrant;
 
 (c)  That
        during the period within which the rights represented by this Warrant may
        be
        exercised, the Company will at all times have authorized and reserved for
        the
        purpose of the issuance upon exercise of the rights evidenced by this Warrant,
        a
        sufficient number of shares of Common Stock to provide for the exercise of
        the
        rights represented by this Warrant;
 
 (d)  That
        the
        Company will take all such action as may be necessary to assure that the
        Common
        Stock issuable upon the exercise hereof may be so issued without violation
        of
        any applicable law or regulation or of any requirements of any domestic
        securities exchange or market upon which any capital stock of the Company
        may be
        listed or traded;
 
 (e)  That
        the
        Company will not take any action if the total number of shares of Common
        Stock
        issuable after such action and upon exercise of all warrants and other rights
        to
        purchase or acquire Common Stock, together with all shares of Common Stock
        then
        outstanding, would exceed the total number of shares of Common Stock then
        authorized by the Company's Certificate of Incorporation. In the event any
        stock
        or securities of the Company other than Common Stock are issuable upon the
        exercise hereof, the Company will take or refrain from taking any action
        referred to in clauses (a) through (e) of this Section 2 as though such clauses
        applied to such other shares or securities then issuable upon the exercise
        hereof;
 
 Note
            Purchase Agreement - Page 25 of 36
 (f)  The
        Company has all requisite corporate power and authority to execute and deliver
        this Warrant; the execution and delivery of this Warrant have been duly and
        validly authorized by the Company's Board of Directors and no other corporate
        proceedings on the part of the Company are necessary to authorize this Warrant;
        this Warrant has been duly and validly executed and delivered by the Company
        and
        constitutes a legal, valid and binding agreement of the Company, enforceable
        against the Company in accordance with its terms;
 
 (g)  No
        order,
        permit, consent, approval, license, authorization or validation of, and no
        registration or filing of notice with, any governmental entity is necessary
        to
        authorize or permit, or is required in connection with, the execution, delivery
        or performance of this Warrant or the consummation by the Company of the
        transactions contemplated hereby; and
 
 (h)  Neither
        the execution, delivery nor compliance by the Company with any of the provisions
        hereof will (i) violate, conflict with or result in any breach of any provision
        of the Company's charter documents, (ii) result in a violation or breach
        or
        termination of, or constitute a default under or conflict with any provision
        of,
        any note, bond, mortgage, indenture, license, lease, agreement or other
        instrument or obligation to which the Company is subject, or (iii) violate
        any
        judgment, order, writ, injunction, decree, award, statute, rule or regulation
        to
        which the Company is subject.
 
 3.  **Adjustment
        of Shares Issuable or Warrant Exercise Price.**
 
 The
        above
        provisions are subject to the following:
 
 (a)  If
        the
        Company shall pay a dividend or make a distribution in shares of its Common
        Stock, subdivide (split) its outstanding shares of Common Stock, combine
        (reverse split) its outstanding shares of Common Stock, issue by
        reclassification of its shares of Common Stock any shares or other securities
        of
        the Company, or distribute to holders of its Common Stock any securities
        or any
        assets of the Company or of another entity, the number of shares of Common
        Stock
        or other securities the Holder hereof is entitled to purchase pursuant to
        this
        Warrant immediately prior thereto shall be adjusted so that the Holder shall
        be
        entitled to receive upon exercise the number of shares of Common Stock or
        other
        securities or assets which such Holder would have owned or would have been
        entitled to receive after the happening of any of the events described above
        had
        this Warrant been exercised in full immediately prior to the happening of
        such
        event, and the Warrant Exercise Price per share shall be correspondingly
        adjusted and the aggregate price upon exercise for all Warrants issuable
        hereunder after giving effect to such adjustment shall not exceed the aggregate
        amount payable upon exercise of such Warrant prior to such adjustment. An
        adjustment made pursuant to this Section 3 shall become effective immediately
        after the record date in the case of a stock dividend or other distribution
        and
        shall become effective immediately after the effective date in the case of
        a
        subdivision, combination or reclassification. The Holder of this Warrant
        shall
        be entitled to participate in any subscription or other rights offering made
        to
        holders of shares of Common Stock as if such Holder had purchased the full
        number of shares as to which this Warrant remains unexercised immediately
        prior
        to the record date for such subscription rights offering. If the Company
        is
        consolidated or merged with or into another corporation or entity or if all
        or
        substantially all of its assets are conveyed to another corporation or entity
        this Warrant shall thereafter be exercisable for the purchase of the kind
        and
        number of shares of stock or other securities or property, if any, receivable
        upon such consolidation, merger or conveyance by a Holder of the number of
        shares of Common Stock of the Company which could have been purchased on
        the
        exercise of this Warrant in full immediately prior to such consolidation,
        merger
        or conveyance; and, in any such case, appropriate adjustment (as determined
        in
        good faith by the Board of Directors) shall be made in the application of
        the
        provisions herein set forth with respect to the rights and interests thereafter
        of the Holder of this Warrant to the end that the provisions set forth herein
        (including provisions with respect to changes in and other adjustments of
        the
        number of shares of Common Stock the Holder of this Warrant is entitled to
        purchase) shall thereafter be applicable, as nearly as possible, in relation
        to
        any shares of Common Stock or other securities or other property thereafter
        deliverable upon the exercise of this Warrant.
 
 Note
            Purchase Agreement - Page 26 of 36
 The
        Company shall not effect any such consolidation, merger or conveyance, unless
        upon or prior to the consummation thereof the successor corporation, or if
        the
        Company shall be the surviving corporation in any such transaction and is
        not
        the issuer of the shares of stock or other securities or property to be
        delivered to holders of shares of the Common Stock outstanding at the effective
        time thereof, then such issuer shall assume by written instrument the obligation
        to deliver to the Holder such shares of stock, securities, cash or other
        property as the Holder shall be entitled to purchase in accordance with the
        foregoing provisions.
 
 (b)  If
        at any
        time the Company shall issue any shares of Common Stock, or securities
        convertible into Common Stock, for a consideration per share consisting solely
        of cash (which consideration, in the case of securities convertible into
        Common
        Stock, shall be the price per share of the Common Stock as a function of
        the
        price per unit of the other securities) less than the lower of the Warrant
        Price
        in effect immediately prior to the issuance of such Common Stock, the Warrant
        Price in effect immediately prior to each such issuance shall immediately
        (except as provided in this Section 3) be adjusted to a price equal to said
        consideration per share.
 
 (c)  Notwithstanding
        the foregoing, no adjustment to the Warrant Price will be made:
 
 (i)  Upon
        the
        grant or exercise of options to purchase Common Stock, or the issuance of
        Common
        Stock, to officers, employees and directors of, or consultants to, the Company
        pursuant to arrangements, contracts or plans approved by the Board of Directors
        for compensatory purposes; or
 
 (ii)  Upon
        the
        exercise of warrants to purchase Common Stock outstanding on the date hereof,
        upon the issuance or exercise of this Warrant, or upon the exercise of any
        Convertible Debenture dated as of November 18, 2004, or upon the issuance
        or
        exercise of any securities contained therein; or
 
 (iii)  Upon
        the
        conversion of Preferred Stock;
 
 
 Note
            Purchase Agreement - Page 27 of 36
 (vii)  Any
        determination as to whether an adjustment in the Warrant Price in effect
        hereunder is required pursuant to this Section 3, or as to the amount of
        any
        such adjustment, if required, shall be binding upon the Holder and the Company
        if made in good faith by the Board of Directors of the Company.
 
 4.  **Notice
        of Adjustment.**
 
 Upon
        any
        adjustment of the number of shares of Common Stock issuable upon exercise
        of
        this Warrant or the Warrant Exercise Price, then and in each such case, the
        Company shall give written notice thereof by first class mail, postage prepaid,
        addressed to the Holder at the address of such Holder as shown on the books
        of
        the Company and pursuant to Section 16, which notice shall state the Warrant
        Exercise Price resulting from such adjustment and the increase or decrease,
        if
        any, in the number of shares purchasable at such price upon the exercise
        of this
        Warrant, setting forth in reasonable detail the method of calculation and
        the
        facts upon which such calculation is based.
 
 5.  **Other
        Notices** .
 
 In
        case
        at any time prior to the Termination Date:
 
 (a)  The
        Company shall declare any cash dividend upon its Common Stock payable in
        stock
        or make any special dividend or other distribution (other than regular cash
        dividends) to the Holders of its Common Stock;
 
 (b)  The
        Company shall offer for subscription to the Holders of any of its Common
        Stock
        any additional shares of Common Stock of any class or other rights;
 
 (c)  There
        shall be any capital reorganization or reclassification of the capital stock
        of
        the Company or consolidation or merger of the Company with or sale of all
        or
        substantially of its assets to another corporation or entity; or
 
 (d)  There
        shall be a voluntary or involuntary dissolution, liquidation or winding up
        of
        the Company;
 
 Then
        in
        any one or more of said cases the Company shall give by first class mail
        postage
        prepaid, addressed to the Holder of this Warrant at the address of such Holder
        as shown on the books of the Company, pursuant to Section 16, (i) at least
        20
        days prior written notice of the date on which the books of the Company shall
        close or a record shall be taken for such dividend, distribution or subscription
        rights or for determining rights to vote in respect of any such reorganization,
        reclassification, consolidation, merger or sale, dissolution, liquidation
        or
        winding and (ii) in the case of such reorganization or reclassification,
        consolidation, merger or sale, dissolution, liquidation or winding up, at
        least
        20 days prior written notice of the date when the same shall take place.
        Any
        notice required by clause (i) shall also specify in the case of any such
        dividend, distribution or subscription rights the date on which the holders
        of
        Common Stock shall be entitled thereto and a notice required by clause (ii)
        shall also specify the date on which the holders of the Common Stock shall
        be
        entitled to exchange their Common Stock for securities or other property
        deliverable upon such reorganization, reclassification, merger or sale,
        dissolution, liquidation or winding up as the case may be.
 
 Note
            Purchase Agreement - Page 28 of 36
 6.  **Issue
        Tax** .
 
 The
        issuance of certificates for shares of Common Stock upon the exercise of
        this
        Warrant shall be made without charge to the Holder for any issuance tax in
        respect thereof, provided that the Company shall not be required to pay any
        tax
        which may be payable in respect of any transfer involved in the issuance
        and
        delivery of any certificate in a name other that of the Holder of the Warrant
        exercised.
 
 7.  **Closing
        of Books** .
 
 The
        Company will at no time close its transfer books against the transfer of
        this
        Warrant or of any shares of Common Stock issued or issuable upon the exercise
        of
        this Warrant in any matter which interferes with a timely exercise of this
        Warrant. The Company will not, by any action, seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith seek to carry out all such terms and take all such action as may be
        necessary or appropriate in order to protect the rights of the Holder against
        impairment.
 
 8.  **No
        Voting Rights.**
 
 This
        Warrant shall not entitle the Holder hereof to any voting rights or other
        rights
        as a stockholder of the Company.
 
 9.  **Transfers.**
 
 Prior
        to
        any transfer or attempted transfer of any securities (except a transfer by
        a
        Holder to an affiliate, subsidiary, employee or shareholder of the Holder),
        the
        Holder shall give written notice to the Company of such Holder's intention
        to
        effect such transfer. Holder will not transfer or dispose of this Warrant
        and
        will not sell or transfer any securities except pursuant to (i) an effective
        registration statement under the Act, (ii) Rule 144, Rule 144A or any successor
        rule under the Act permitting such sale or transfer or (iii) any other exemption
        under the Act provided that the Holder delivers an opinion of Holder's counsel
        reasonably satisfactory to counsel to the Company that an exemption from
        registration under the Act is available. Each certificate evidencing the
        securities issued upon such transfer shall bear the restrictive legend set
        forth
        on the first page of this Warrant modified to delete references to the Warrant,
        if appropriate, unless in the reasonable opinion of Holder's counsel such
        legend
        is not required in order to insure compliance with the Act.
 
 10.  **Rights
        to Register**
 
 (a)  At
        any
        time after the date of this Warrant, the holders at least fifty-one (51%)
        percent of the shares of Common Stock issuable upon exercise of the Warrants
        associated with the Company’s Series A Secured Subordinated Promissory Notes
        (the "Registrable Securities") request that the Company file a Registration
        Statement for the Registrable Securities, the Company will use its best efforts
        to cause such shares to be registered; provided, however, that the Company
        shall
        not be obligated to effect any such registration prior to 120 days from the
        date
        of Closing. The Company shall not be obligated to effect more than one (1)
        registration under this demand right provision.
 
 Note
            Purchase Agreement - Page 29 of 36
 (b)  If
        at any
        time 120 days after the date of this Warrant the Company proposes to register
        any of its securities under the Securities Act by registration on Forms S-1,
        S-2
        or S-3 or any successor or similar forms (except registrations on such Forms
        solely for registration of shares in connection with an employee benefit
        plan or
        a merger or consolidation) in an underwritten public offering that will effect
        a
        broad distribution of the shares to be so registered, whether or not for
        sale
        for its own account, it will each such time give prompt written notice to
        the
        Holder of its intention to do so and of such Holder's rights under this Section
        10. Upon the written request of Holder made within 20 days after the receipt
        of
        any such notice (which request shall specify the number of Warrants and/or
        shares of Common Stock issued as a result of the exercise of this Warrant
        or
        issuable upon exercise of this Warrant (the "Registrable Securities") intended
        to be disposed of by the Holder), the Company will use its reasonable efforts
        to
        effect the registration under the Securities Act in such underwritten public
        offering of all Registrable Securities which the Company has been so requested
        to register by Holder.
 
 (c)  If
        the
        managing underwriter for any underwritten offering in a registration pursuant
        to paragraph 10(b) shall inform the Company and the Holder requesting such registration
        by letter of its belief that the number of securities requested to be included
        in such registration would materially adversely affect its ability to effect
        such offering, then the Company will include in such registration, to the
        extent
        of the number which the Company is so advised can be sold in (or during the
        time
        of) such offering, first, all securities proposed by the Company to be sold
        for
        its own account, and second, such Registrable Securities and other securities
        of
        the Company requested to be included in such registration, pro rata on the
        basis
        of the number of shares of such securities so proposed to be sold and so
        requested to be included; provided, however, if such other securities are
        being
        offered for the account of persons exercising their “demand”
        registration rights, any reduction of such other securities shall be made
        after
        all Registrable Securities have been excluded from such registration.
  11.  **Obligations
        of the Company**
 
 Whenever
        required under Section 10 to use its best efforts to effect the registration
        of
        any Registrable Securities, the Company shall, as expeditiously as
        possible:
 
 (a)  Prepare
        and file with the Securities and Exchange Commission ("SEC") a registration
        statement with respect to such Registrable Securities and use its best efforts
        to cause such registration statement to become effective, and keep such
        registration statement effective for up to six months.
 
 Note
            Purchase Agreement - Page 30 of 36
 (b)  Prepare
        and file with the SEC such amendments and supplements to such registration
        statement and the prospectus used in connection with such registration
        statement, and use its best efforts to cause each such amendment to become
        effective, as may be necessary to comply with the provisions of the Securities
        Act with respect to the disposition of all securities covered by the such
        registration statement.
 
 (c)  Furnish
        to the Holder such reasonable number of copies of a prospectus, including
        any
        preliminary prospectus, in conformity with the requirements of the Securities
        Act, and any amendments or supplements prepared pursuant to Section 10 and
        such
        other documents as they may reasonably request in order to facilitate the
        disposition of Registrable Securities owned by them.
 
 (d)  Use
        its
        best efforts to register or qualify the securities covered by such registration
        statement under such other securities or Blue Sky laws of such jurisdictions
        as
        shall be reasonably requested by the Holder, provided that the Company shall
        not
        be required in connection therewith or as a condition thereto to qualify
        to do
        business or to file a general consent to service of process in any such states
        or jurisdiction.
 
 (e)  Enter
        into and perform its obligations under an underwriting agreement, in usual
        and
        customary form, with the managing underwriter of such offering. The Holder
        shall
        also enter into and perform its obligations under such an agreement, including
        furnishing any opinion of counsel or entering into a lock-up agreement
        reasonably requested by the managing underwriter.
 
 (f)  Notify
        the Holder of Registrable Securities covered by such registration statement,
        at
        any time when a prospectus relating thereto covered by such registration
        statement is required to be delivered under the Securities Act, of the happening
        of any event as a result of which the prospectus included in such registration
        statement, as then in effect, includes an untrue statement of a material
        fact or
        omits to state a material fact required to be stated therein or necessary
        to
        make the statements therein not misleading in the light of the circumstances
        then existing and promptly file such amendments and supplements which may
        be
        required pursuant to Section 10 on account of such event and use its best
        efforts to cause each such amendment and supplement to become effective.
 
 (g)  Apply
        for
        listing and use its best efforts to list the Registrable Securities being
        registered on any national securities exchange on which a class of the Company's
        equity securities are listed or, if the Company does not have a class of
        equity
        securities listed on a national securities exchange, apply for qualification
        and
        use its best efforts to qualify the Registrable Securities being registered
        for
        inclusion on the automated quotation system of the National Association of
        Securities Dealers, Inc.
 
 It
        shall
        be a condition precedent to the obligations of the Company to take any action
        pursuant to Section 10 that Holder shall furnish to the Company such information
        regarding itself, the Registrable Securities held by it, and the intended
        method
        of disposition of such securities as shall be required to effect the
        registration of its Registrable Securities.
 
 Note
            Purchase Agreement - Page 31 of 36
 All
        expenses (other than underwriting discounts and commissions, transfer taxes,
        if
        any, and fees and disbursements of counsel to the Holder) relating to
        Registrable Securities incurred in connection with the registrations, filings
        or
        qualifications pursuant to Section 10 including (without limitation) all
        registration, filing and qualification fees, printing and accounting fees,
        and
        fees and disbursements of counsel for the Company shall be borne by the
        Company.
 
 12.  **Indemnification.**
 
 The
        Company will indemnify and hold harmless each Holder and any underwriter
        (as
        defined in the Act) for such Holder and each person, if any, who controls
        the
        Holder or underwriter within the meaning of the Act against any losses, claims,
        damages or liabilities (or actions in respect thereof), joint or several,
        to
        which the Holder or underwriter or such controlling person may become subject,
        under the Act or otherwise, insofar as such losses, claims, damages or
        liabilities (or actions in respect thereof) are caused by any untrue statement
        or alleged untrue statement of any material fact contained in any Registration
        Statement under which the securities were registered under the Act, any
        preliminary prospectus or prospectus contained therein, or any amendment
        or
        supplement thereto, or arise out of or are based upon the omission or alleged
        omission to state therein a material fact required to be stated therein or
        necessary to make the statements therein not misleading; and will reimburse
        the
        Holder, underwriter and each such controlling person for any legal or other
        expenses reasonably incurred by the Holder, underwriter or such controlling
        person in connection with investigating or defending any such loss, claim,
        damage, expense or liability or action; provided, however, that the Company
        will
        not be liable in any such case to the extent that any such loss, claim, damage,
        expense or liability arises out of or is based upon an untrue statement or
        alleged untrue statement or omission or alleged omission so made in conformity
        with written information furnished by the Holder or underwriter in writing
        specifically for use in the preparation thereof.
 
 Each
        Holder will indemnify and hold harmless the Company, each of its directors,
        each
        of its officers who have signed said Registration Statement, and each person,
        if
        any, who controls the Company within the meaning of the Act, against any
        losses,
        claims, damages or liabilities to which the Company, or any such director,
        officer or controlling person may become subject under the Act or otherwise,
        insofar as such losses, claims, damages or liabilities (or actions in respect
        thereof) are caused by any untrue or alleged untrue statement of any material
        fact contained in said Registration Statement, said preliminary prospectus
        or
        prospectus, or amendment or amendments or supplements thereto, or arise out
        of
        or are based upon the omission or the alleged omission to state therein a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading; in each case to the extent, but only to the extent,
        that
        such untrue statement or alleged untrue statement or omission or alleged
        omission was so made in reliance upon and in conformity with written information
        furnished by the Holder specifically for use in the preparation thereof;
        and
        will reimburse any legal or other expenses reasonably incurred by the Company
        or
        any such director, officer or controlling person in connection with
        investigating or defending any such loss, claim, damage, liability or action.
        It
        shall be a condition of the Company under Section 11 above that the Holder
        confirm to the Company in writing, prior to the effective date of any
        Registration Statement in which are included securities of such Holder, the
        agreement of such Holder as set forth in the previous sentence.
 
 Note
            Purchase Agreement - Page 32 of 36
 Promptly
        after receipt by an indemnified party pursuant hereto of notice of any claim
        or
        the commencement of any action to which indemnity would apply, such indemnified
        party will, if a claim thereof is to be made against the indemnifying party
        pursuant hereto, notify the indemnifying party of such claim or action; but
        the
        omission so to notify the indemnifying party will not relieve it from any
        liability which it may have to any indemnified party otherwise than hereunder.
        In case such action is brought against any indemnified party, and it notifies
        the indemnifying party of the commencement thereof, the indemnifying party
        will
        be entitled to participate in, and, to the extent that it may wish, jointly
        with
        any other indemnifying party similarly notified, to assume the defense thereof,
        with counsel satisfactory to such indemnified party, provided, however, that
        any
        person entitled to indemnification hereunder shall have the right to employ
        separate counsel and to participate in the defense of such claim, but the
        fees
        and expenses of such counsel shall be at the expense of such person and not
        of
        the indemnifying party unless (a) the indemnifying party has agreed to pay
        such
        fees or expenses, or (b) the indemnifying party shall have failed to assure
        the
        defense of such claim and employ counsel reasonably satisfactory to such
        indemnified party, or (c) in the reasonable judgment of such indemnified
        party a
        conflict of interest may exist between such indemnified party and the
        indemnifying party with respect to such claims (in which case, if the
        indemnified party notifies the indemnifying part in writing that such
        indemnified party elects to employ separate counsel at the expense of the
        indemnifying party, the indemnifying party shall not have the right to assume
        the defense of such claim on behalf of such indemnified party.)
 
 13.  **Rights
        and Obligations Survive Exercise Of Warrant.**
 
 The
        rights and obligations of the Company, of the Holder of this Warrant and
        of the
        Holder of the shares of Common Stock issuable upon exercise of this Warrant
        contained herein shall survive the exercise of this Warrant.
 
 14.  **Descriptive
        Headings and Governing Law.**
 
 The
        descriptive headings of the several Sections of this Warrant are inserted
        for
        convenience only and do not constitute a part of this Warrant. This Warrant
        is
        being delivered and is intended to be performed in the State of California
        and
        shall be construed and enforced in accordance with such law and the rights
        of
        the Holder shall be governed by the law of such state.
 
 15.  **Rule
        144.**
 
 The
        Company covenants that if it has registered any class of securities under
        the
        Securities Exchange Act of 1934 (the “34 Act”) it will file, on a timely basis,
        the reports required to be filed by it under the Act and the 34 Act, and
        the
        rules and regulations adopted by the Commission thereunder, and it will take
        such further action as the Holder may reasonably request, all to the extent
        required from time to time to enable such Holder to sell securities without
        registration under the Act within the limitation of the conditions provided
        by
        (a) Rule 144 and Rule 144A under the Act, as such Rules may be amended from
        time
        to time, or (b) any similar rule or regulation hereafter adopted by the
        Commission. Upon the request of the Holder the Company will deliver to such
        Holder a written statement verifying that it has complied with such information
        and requirements.
 
 Note
            Purchase Agreement - Page 33 of 36
 The
        Company represents and warrants to the Holder that except as otherwise required
        by law the shares of Common Stock issuable upon exercise of the Warrant may
        be
        publicly sold by the Holder pursuant to Rule 144 promulgated under the
        Securities Act of 1933, as amended ( the “Rule”) one year after the date of
        issuance of the Warrant, subject to compliance with (i) paragraphs (c), (e)
        and
        (h) of the Rule, and (ii) paragraphs (f) or (g) of the Rule.
 
 16.  **Notices.**
 
 All
        notices and other communications required or permitted hereunder shall be
        in
        writing and shall be mailed by first class mail, postage prepaid, or delivered
        either by hand or by messenger, addressed (a) if to the Company, to the
        principal offices of the Company, to the attention of its General Counsel,
        6060
        Sepulveda Blvd., Suite #202, Van Nuys, CA 91411, or (b) if to the Holder,
        to
        such address as the Holder shall have furnished to the Company, or such other
        address as the Holder shall have furnished to the Company. All such notices
        of
        communications shall be deemed given when actually delivered by hand or
        messenger or, if mailed, three days after deposit in the U.S. Mail.
 
 17.  **Successors
        and Assigns.**
 
 All
        covenants, agreements, representations and warranties contained in this Warrant
        shall bind the parties hereto and their respective successors and
        assigns.
 
 18.  **No
        Inconsistent Agreements.**
 
 The
        Company has not previously entered into, and will not on or after the date
        of
        this Warrant enter into, any agreement with respect to its securities which
        is
        inconsistent with the terms of this Warrant, including any agreement which
        impairs or limits the rights granted to the Holder in this Warrant, or which
        otherwise conflicts with the provisions hereof or would preclude the Company
        from discharging its obligations hereunder.
 
 19.  **Nonwaiver
        and Expenses.**
 
 No
        course
        of dealing or any delay or failure to exercise any right hereunder on the
        part
        of either party shall operate as a waiver of such right or otherwise prejudice
        the other party’s rights, powers or remedies, notwithstanding the fact that all
        of Holder’s rights hereunder terminate on the Termination Date.
 
 20.  **Severability.**
 
 In
        the
        event than any one or more of the provisions contained herein, or the
        application thereof in any circumstance, is held invalid, illegal or
        unenforceable, the validity, legality and enforceability of any such provision
        in every other respect and of the remaining provisions contained herein shall
        not be affected or impaired thereby.
 
 Note
            Purchase Agreement - Page 34 of 36
 21.  **Entire
        Agreement.**
 
 This
        Warrant constitutes the entire agreement of the parties with respect to the
        subject matter hereof.
 
 22.  **Amendment.**
 
 Any
        provision of this Warrant may be amended, waived or modified by a writing
        signed
        by the Company and the Holder.
 
 23.  **Confidentiality.**
 
 The
        parties hereto agree that the existence of this Warrant, and the terms hereof,
        shall be held in the strictest confidence and shall not be disclosed to any
        third party unless (a) such disclosure is required by law, or (b) such
        disclosure is agreed upon in writing by the Holder and the Company.
   DATED
          effective as of: _________________
  TECHNOCONCEPTS,
                INC.By:ANTONIO
                E. TURGEONChairman
                & CEO
 
 Note
            Purchase Agreement - Page 35 of 36
    **EXHIBIT
        D**
   
   **LIENS,
        ENCUMBRANCES OR SECURITY INTERESTS**
   
   -NONE-
  Note
            Purchase Agreement - Page 36 of 36