**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


(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.








(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).











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;








(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.








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;













(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.








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.








(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.





(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.





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.








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.








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.








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