**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 $_________
        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 Paragraph 3 below.
 
 This
        Warrant is subject to the following provisions, terms and
        conditions:
 
 1.  **Exercise;
        Issuance of Certificates; Payment for Shares.**
 
 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 by payment
        to the Company by certified check or bank draft of the Warrant Exercise Price
        for such shares. 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 this Warrant shall have been surrendered and
        payment made for such shares as aforesaid. Subject to the provisions of the
        next
        succeeding paragraph and this Paragraph 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, 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.
 
 
 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.
 
 2.  **Shares
        to be Fully Paid; Reservation of Shares.**
 
 The
        Company covenants and agrees:
 
 (i)  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;
 
 (ii)  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;
 
 (iii)  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;
 
 (iv)  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;
 
 
 (v)  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 (i) through (v) of this Paragraph 2 as though such
        clauses applied to such other shares or securities then issuable upon the
        exercise hereof;
 
 (vi)  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;
 
 (vii)  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
 
 (viii)  Neither
        the execution, delivery nor compliance by the Company with any of the provisions
        hereof will (a) violate, conflict with or result in any breach of any provision
        of the Company's charter documents, (b) 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 (c) 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:
 
 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.
 
 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 Paragraph 17, 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:
 
 
 1.  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;
 
 2.  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;
 
 3.  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
  4.  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 and pursuant to Paragraph 17 (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 (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.  **Registration
        and Transfer of Securities; Definitions.**
 
 "Holder"
        means the Holder identified above, its successors, representatives and assigns.
        If there is more than one Holder at any time prior to the Termination Date,
        each
        such Holder shall be entitled to the rights and privileges granted
        hereunder.
 
 "Company"
        means TechnoConcepts, Inc. and its successors and assigns.
 
 "Registration",
        "register" and like words mean compliance with all of the Federal and state
        laws, rules, regulations and provisions of agreements and corporate documents
        pertaining to lawful and unconditional transfer of the securities by way
        of a
        public offering or distribution.
 
 "Security”
        or "securities" means the shares of stock of all classes, type and series,
        and
        all rights however evidenced or contained, to which the Holder shall be entitled
        upon the exercise of this Warrant.
 
 10.  **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.
 
 11.  **Registration.**
 
 Each
        time
        the Company shall propose the registration under the Act of any securities
        of
        the Company, the Company shall give written notice (the "Company Notice")
        of
        such proposed registration to the Holder. The Company will include in any
        such
        Registration Statement any securities (or portion thereof) of any Holder
        who 15
        days after the mailing of such notice shall request inclusion. Each Holder
        shall
        be entitled to all the benefits of this Paragraph 11; provided, however,
        that in
        the event that the managing underwriter for the proposed offering for which
        the
        registration is being effected shall determine that the inclusion of all
        securities requested to be included by the Holder would adversely affect
        the
        ability of the underwriter to sell all of the securities requested to be
        included in such offering, the Holder shall agree to reduce the number of
        securities to be included to the number recommended by the underwriter, provided
        that all Holders of Warrants issued hereunder are similarly treated. Nothing
        herein contained shall limit the right of the Company to terminate a proposed
        registration for any reason in its absolute discretion. The Company shall
        not
        grant to any holder of its securities rights to include securities in any
        offering of the type described in this Paragraph 11 which are superior to
        those
        of the Holder.
 
 
 The
        Company will pay the costs and expenses incident to the performance of its
        obligations under this Paragraph 11, including the fees and expenses of its
        counsel, the fees and expenses of its accountants and all other costs and
        expenses incident to the preparation, printing and filing under the Act of
        any
        such Registration Statement, each prospectus and all amendments and supplements
        thereof, the costs incurred in connection with the qualification of the
        securities under the laws of various jurisdictions (including fees and
        disbursements of counsel to the Company), the cost of furnishing to the Holder
        copies of any such Registration Statement, each preliminary prospectus, the
        final prospectus and each amendment and supplement thereto, all expenses
        incident to delivery of the security to any underwriter or underwriters,
        but not
        any underwriting commissions or discounts charged to the Holder.
 Any
        Holder whose securities are included (in whole or in part) in a registration
        statement filed by the Company hereunder agrees, if requested by the managing
        underwriter of such offering, not to effect any public sale or distribution
        of
        securities of the same class as (or securities exchangeable or exercisable
        for
        or convertible into securities of the same class as) the securities included
        in
        the Registration Statement, including a sale pursuant to Rule 144 under the
        Act
        (except as part of such underwritten registration) during the 90-day period
        (or
        shorter period requested by the underwriter) beginning on the closing date
        of
        such underwritten offering to the extent timely notified in writing by the
        Company or the managing underwriter.
 
 The
        Company agrees not to effect any public or private sale or distribution of
        securities of the same class as the securities (or convertible into or
        exchangeable or exercisable for securities of the same class as the securities),
        including a sale pursuant to Section 4(2) or Regulation D under the Act,
        during
        the 90-day period beginning on the closing date of an offering made pursuant
        to
        this Paragraph 11 except that in the case of a "shelf" registration made
        pursuant to Rule 415 under the Act no public sale or distribution shall be
        made
        by the Company until 60 days following the effective date of the registration
        statement covering Holder's securities.
 
 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 Paragraph 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 paragraphs 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 conversion of the Warrant
        may be
        publicaly 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.  **Reserved.**
 
 
 17.  **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.
 
 18.  **Successors
        and Assigns.**
 
 All
        covenants, agreements, representations and warranties contained in this Warrant
        shall bind the parties hereto and their respective successors and
        assigns.
 
 19.  **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.
 
 20.  **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.
 
 21.  **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.
 
 22.  **Entire
        Agreement.**
 
 This
        Warrant constitutes the entire agreement of the parties with respect to the
        subject matter hereof.
 
 
 23.  **Amendment.**
 
 Any
        provision of this Warrant may be amended, waived or modified by a writing
        signed
        by the Company and the Holder.
 
 24.  **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. TURGEON
  Chairman
        & CEO