**NOTE
        PURCHASE AGREEMENT**
   This
        Subordinated Convertible 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 Subordinated Convertible
        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
        $1,000,000.00.
  ***1.2
        Purchase and Sale of Notes***
  Subject
        to the terms and conditions hereof, the Company will issue and sell to the
        Investors, and the Investors will purchase from the Company, the
        Notes.
  ***1.3
        Convertibility of the Notes***
  The
        Notes
        will be convertible into equity securities of the Company upon the terms
        and
        conditions contained in the Notes. Shares of equity securities of the Company
        issued upon conversion of the Notes are referred to herein as the "Note
        Shares."
  ***1.4
        Closing***
  The
        closing of the sale and issuance of the Notes (the "Closing") will be held
        at
        the offices of the Company at 12:00 Noon, local time, on February
        9, 2007 ,
        or at
        such other time and place as shall be mutually agreed upon by the Company
        and
        the Investors who propose to purchase a majority in interest of the Notes.
        The
        date of such Closing is hereinafter referred to as the "Closing
        Date."
  ***1.5
        Delivery***
  At
        the
        Closing, the Company will deliver to the Investors the Notes against payment
        of the principal amount thereof by a check or wire transfer payable to the
        order
        of the Company.
  **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 1 of 29
 ***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 stock option plans, 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. Except
        as
        may be set forth in that certain Securities Purchase Agreement dated November,
        17, 2004, no person has any right of first refusal, preemptive right, right
        of
        participation, or any similar right to participate in the transactions
        contemplated herein. Except as a result of the purchase and sale of the Notes,
        there are no outstanding options, warrants, scrip rights to subscribe to,
        calls
        or commitments of any character whatsoever relating to, or securities, rights
        or
        obligations convertible into or exchangeable for, or giving any Person any
        right
        to subscribe for or acquire, any shares of Common Stock, or contracts,
        commitments, understandings or arrangements by which the Company or any
        Subsidiary is or may become bound to issue additional shares of Common Stock,
        or
        securities or rights convertible or exchangeable into shares of Common Stock.
        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
        state
        and/or federal securities laws as set forth herein. The Note Shares, when
        issued
        in compliance with the provisions of the Notes, will be validly issued, fully
        paid and nonassessable, and will be free of any liens or encumbrances, assuming
        that the Investors take the Note Shares with no notice thereof, other than
        any
        liens or encumbrances created or imposed on the Holder; provided, however,
        that
        the Note 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 2 of 29
  ***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 3 of 29
  ***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 Securities are “restricted securities” and have
        not been registered under the Securities Act or any applicable state securities
        law and is acquiring the Securities as principal for its own account and
        not
        with a view to or for distributing or reselling such Securities or any part
        thereof, has no present intention of distributing any of such Securities
        and has
        no arrangement or understanding with any other persons regarding the
        distribution of such Securities (this representation and warranty not limiting
        such Investor’s right to sell the Securities pursuant to the Registration
        Statement or otherwise in compliance with applicable federal and state
        securities laws). Such Investor is acquiring the Securities 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
        Securities.
  ***3.3
        Investor Status***
  At
        the
        time such Investor was offered the Securities, it was, and at the date hereof
        it
        is, and on each date on which it exercises any Warrants or converts any
        Debentures 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
        Securities, 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 Securities
        and, at the present time, is able to afford a complete loss of such
        investment.
  Note
            Purchase Agreement - Page 4 of 29
  ***3.5
        General Solicitation***
  Such
        Investor is not purchasing the Securities as a result of any advertisement,
        article, notice or other communication regarding the Securities 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. ET 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.
  ***3.7
        Reliance on Exemptions***
  Each
        Investor understands that the Securities 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
        Securities.
  ***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 Securities 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 Securities involves
        a high
        degree of risk and such Investor is able to bear the risk of losing its
        investment in the Securities. 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 Securities. 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
        Securities is prudent.
  ***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 Securities nor have such authorities passed upon or endorsed
        the merits of the offering of the Securities.
  Note
            Purchase Agreement - Page 5 of 29
  ***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.
  **5.
        Warrants**
  ***5.1
        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 product (rounded to the nearest whole
        number)
        obtained by multiplying 0.15 by the quotient obtained by dividing (i) the
        original principal amount of such Investor's Note by (ii) the average per
        share
        price of the Company’s common stock for the five trading days preceding the
        Closing Date.
  (b)
        The
        Company shall issue the Warrants in accordance with this Section
        5.1 within five (5) days after the Closing Date.
  ***5.2
        Exercise Price of Warrants***
  The
        per
        share exercise price of the Warrants shall be the average per share price
        of the
        Company’s common stock for the five trading days preceding the Closing
        Date.
  ***5.3
        Termination of Warrants***
  Warrants
        issued pursuant to this Section 5 will terminate upon the fifth anniversary
        of
        the date of the issuance.
  **6.** **Conversion**
  ***6.1
        Investment by the Holder***
  At
        the
        option of the Note Holder, the entire principal amount of and accrued interest
        on the Note shall be converted into shares of the Company's equity securities
        (the "Equity Securities") issued and sold at the closing of the Company's
        next
        equity financing in a single transaction or a series of related transactions
        yielding gross proceeds to the Company of at least $5,000,000 in the aggregate
        (including amounts converted under the Note and other similar convertible
        promissory notes) (the "Next Equity Financing"). The number of Note shares
        of
        Equity Securities to be issued upon such conversion shall be equal to the
        quotient obtained by dividing (i) the entire principal amount of the Note
        plus
        (if applicable) accrued interest by (ii) the price per share of the Equity
        Securities, rounded to the nearest whole share, and the issuance of such
        shares
        upon such conversion shall be upon the terms and subject to the conditions
        applicable to the Next Equity Financing.
  Note
            Purchase Agreement - Page 6 of 29
  ***6.2
        Mechanics and Effect of Conversion***
  No
        fractional shares of the Company's capital stock will be issued upon conversion
        of the Note. In lieu of any fractional share to which the Holder would otherwise
        be entitled, the Company will pay to the Holder in cash the amount of the
        unconverted principal and interest balance of the Note that would otherwise
        be
        converted into such fractional share. Upon conversion of the Note pursuant
        to
        this Section 3, the Holder shall surrender the Note, duly endorsed, at the
        principal offices of the Company or any transfer agent of the Company. At
        its
        expense, the Company will, as soon as practicable thereafter, issue and deliver
        to such Holder, at such principal office, a certificate or certificates for
        the
        number of shares to which such Holder is entitled upon such conversion, together
        with an other securities and property to which the Holder is entitled upon
        such
        conversion under the terms of the Note, including a check payable to the
        Holder
        for any cash amounts payable as described herein. Upon conversion of the
        Note,
        the Company will be forever released from all of its obligations and liabilities
        under the Note with regard to that portion of the principal amount and accrued
        interest being converted including without limitation the obligation to pay
        such
        portion of the principal amount and accrued interest.
  **7.
        Restrictions on Transferability**
  ***7.1
        Restrictions on Transferability***
  The
        Note
        and the Note Shares shall not be sold, assigned, transferred or pledged except
        upon the conditions specified in this Section 7, 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 the Note Shares held by the Investor
        to
        agree to take and hold such securities subject to the provisions and upon
        the
        conditions specified in this Section 7.
  ***7.2
        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 or any Note Shares.
 
 "Restricted
        Securities" shall mean the securities of the Company required to bear the
        legend
        set forth in Section 7.3 hereof.
 
 "Requisite
        Holders" shall mean the holders of more than 50% of the outstanding principal
        amount of the Notes.
  ***7.3
        Restrictive Legend***
  Each
        certificate or note representing a Note or Note Share and any other securities
        issued in respect of the Note Shares upon any stock split, stock dividend,
        recapitalization, merger, consolidation or similar event, shall (unless
        otherwise permitted by the provisions of Section 7.4 below) be stamped or
        otherwise imprinted with a legend in substantially the following form (in
        addition to any legend required under applicable state securities laws):
  Note
            Purchase Agreement - Page 7 of 29
  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 or Note
        Shares
        in order to implement the restrictions on transfer established in this Section
        7.
  ***7.4
        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
        7.4. 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
        7.3 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.
  **8.
        Miscellaneous**
  ***8.1
        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 California, as such
        laws apply to contracts entered into and wholly to be performed within such
        state.
  ***8.2
        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.
  Note
            Purchase Agreement - Page 8 of 29
  ***8.3
        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.
  ***8.4
        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.
  ***8.5
        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.
  ***8.6
        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 or Note Shares, 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 or Note Shares, 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.
  Note
            Purchase Agreement - Page 9 of 29
  ***8.7
        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 or the Note Shares, 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.
  ***8.8
        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.
  ***8.9
        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.
  ***8.10
        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.
  ***8.11
        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.
  ***8.12
        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.
  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.**
              
              **Investor**By:
              
              
              By:Antonio
                Turgeon, CEO
 
  Note
            Purchase Agreement - Page 10 of 29
 **EXHIBIT
        A**
  Schedule
        of Investors
 
  Name
              Principal
                  Amount
              Interest
              Loan
                  Fee
              Warrants
              Exercise
                  Price$
              8%
              10%
              
              $3.00
  
  Note
            Purchase Agreement - Page 11 of 29
  **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.**
  **Convertible
        Subordinated Promissory Note**
  $_____________________
              February
                  9,
                  2007
  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 ___________,
        20___
        (the "Maturity Date"). 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 12 of 29
  **(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.
        Conversion**
  **(a)
        Investment by the Holder**
  At
        the
        option of the Holder, the entire principal amount of and accrued interest
        on
        this Note shall be converted into shares of the Company's equity securities
        (the
        "Equity Securities") issued and sold at the closing of the Company's next
        equity
        financing in a single transaction or a series of related transactions yielding
        gross proceeds to the Company of at least $5 million in the aggregate (including
        amounts converted under this Note and other similar convertible promissory
        notes) (the "Next Equity Financing"). The number of shares of Equity Securities
        to be issued upon such conversion shall be equal to the quotient obtained
        by
        dividing (i) the entire principal amount of this Note plus (if applicable)
        accrued interest by (ii) the price per share of the Equity Securities, rounded
        to the nearest whole share, and the issuance of such shares upon such conversion
        shall be upon the terms and subject to the conditions applicable to the Next
        Equity Financing.
  **(b)
        Mechanics and Effect of Conversion**
  No
        fractional shares of the Company's capital stock will be issued upon conversion
        of this Note. In lieu of any fractional share to which the Holder would
        otherwise be entitled, the Company will pay to the Holder in cash the amount
        of
        the unconverted principal and interest balance of this Note that would otherwise
        be converted into such fractional share. Upon conversion of this Note pursuant
        to this Section 3, the Holder shall surrender this Note, duly endorsed, at
        the
        principal offices of the Company or any transfer agent of the Company. At
        its
        expense, the Company will, as soon as practicable thereafter, issue and deliver
        to such Holder, at such principal office, a certificate or certificates for
        the
        number of shares to which such Holder is entitled upon such conversion, together
        with any other securities and property to which the Holder is entitled upon
        such
        conversion under the terms of this Note, including a check payable to the
        Holder
        for any cash amounts payable as described herein. Upon conversion of this
        Note,
        the Company will be forever released from all of its obligations and liabilities
        under this Note with regard to that portion of the principal amount and accrued
        interest being converted including without limitation the obligation to pay
        such
        portion of the principal amount and accrued interest.
  **(c)
        Payment of Interest**
  Upon
        conversion of the principal amount of this Note into Equity Securities or
        Common
        Stock, any interest accrued on this Note that is not by reason of this Section
        3
        hereof simultaneously converted into Equity Securities or Common Stock shall
        be
        immediately paid to the Holder.
  Note
            Purchase Agreement - Page 13 of 29
  **4.
        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; provided that the Holder have the right to convert as set
        forth
        in Section 3(a) for a period of ten days following receipt of notice of such
        prepayment.
  **5.
        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
  **(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.
  Note
            Purchase Agreement - Page 14 of 29
  **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.
  **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 California, 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.
  Note
            Purchase Agreement - Page 15 of 29
  **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**
  This
        Note
        shall be subject to the forms of subordination agreement requested from time
        to
        time by holders of Senior Indebtedness (as defined below), and the Holder
        agrees
        to enter into such forms of subordination agreement upon request of such
        holders
        of Senior Indebtedness and be bound by such agreements. "Senior Indebtedness"
        as
        used herein shall mean the principal of (and premium, if any) and unpaid
        interest on, indebtedness of the Company, or with respect to which the Company
        is a guarantor, investors or to banks, insurance companies, lease financing
        institutions or other lending institutions or business units of such
        institutions regularly and primarily engaged in the business of lending money,
        which is for money borrowed (or purchase or lease of equipment in the case
        of
        lease financing) by the Company, and which is approved by the Board of Directors
        of the Company, whether or not secured, and whether or not previously incurred
        or incurred in the future.
  **13.
        Representations and Warranties of Holder and Transfer
        Restrictions**
  Holder
        hereby represents and warrants to the Company with respect to the purchase
        of
        this Note and any Equity Securities of the Company issued upon conversion
        of (or
        with respect to) this Note (the "Note Shares"):
  **(a)
        Binding Obligation**
  The
        Holder has full legal capacity, power and authority to execute and deliver
        this
        Note and to perform its obligations hereunder. This Note is a valid and binding
        obligation of the Holder, 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.
  **(b)
        Investment and Accredited Investor**
  The
        Holder understands that the investment in the Note and the Note Shares is
        a
        speculative investment, and represents that it is aware of the business affairs
        and financial condition of the Company, and has acquired sufficient information
        about the Company to reach an informed and knowledgeable decision to acquire
        the
        Note, and that it is purchasing the Note for investment for its own account
        only
        and not with a view to, or for resale in connection with, any "distribution"
        within the meaning of the Securities Act of 1933, as amended (the "Securities
        Act") or applicable state securities laws. Holder further represents that
        it
        understands that the Note and the Note Shares have not been registered under
        the
        Securities Act or applicable state securities laws by reason of specific
        exemptions therefrom, which exemptions depend upon, among other things, the
        bona
        fide nature of the Holder's investment intent as expressed herein. The Holder
        acknowledges and understands that the Note and the Note Shares must be held
        indefinitely unless subsequently registered under the Securities Act and
        qualified under applicable state securities laws or unless exemptions from
        such
        registration and qualification requirements are available, and that the Company
        is under no obligation to register or qualify the Note or the Note Shares.
        The
        Holder is an accredited investor as such term is defined in Rule 501 of
        Regulation D promulgated pursuant to the Securities Act.
  Note
            Purchase Agreement - Page 16 of 29
  **(c)
        Access to Data**
  The
        Holder acknowledges that it has had an opportunity to discuss the Company's
        business, management and financial affairs with its officers and directors.
        The
        Holder understands that such discussions as well as any written information
        issued by the Company were intended to describe the aspects of the Company's
        business and prospects which it believes to be material but were not necessarily
        a thorough or exhaustive description.
  **(d)
        Restrictions on Transferability**
  The
        Note
        and the Note Shares shall not be sold, assigned, transferred or pledged except
        upon the conditions specified in this Section 13(d), which conditions are
        intended to ensure compliance with the provisions of the Securities Act.
        Each
        Investor will cause any proposed purchaser, assignee, transferee, or pledgee
        of
        the Note and the Note Shares held by the Investor to agree to take and hold
        such
        securities subject to the provisions and upon the conditions specified in
        this
        Section 13(d). Prior to any proposed sale, assignment, transfer or pledge
        of
        this Note or the Note Shares (collectively the "Restricted Securities"),
        unless
        there is in effect a registration statement under the Securities Act covering
        the proposed transfer, the Holder shall give written notice to the Company
        of
        the 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 the 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
        Securities and Exchange Commission (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 the Commission's Rule 144, an appropriate
        restrictive legend, except that such certificate shall not bear such restrictive
        legend if, in the opinion of counsel for the Holder and the Company, such
        legend
        is not required in order to establish compliance with any provisions of the
        Securities Act.
  **14.
        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.
  **[SIGNATURE
        PAGE FOLLOWS]**
  Note
            Purchase Agreement - Page 17 of 29
  IN
        WITNESS WHEREOF, the Company has caused this Note to be issued as of the
        date
        first written above.
  COMPANY:
                    
                    TechnoConcepts
                      Inc.By:
                __________________________________Antonio Turgeon, Chairman
&
                  CEO
 
  AGREED
                          TO AND ACCEPTED:
                        
                        HOLDER:By:
                  ___________________________________Name:
                    Title:
 
 Note
                Purchase Agreement - Page 18 of 29
 
 **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 $_________
        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.
 
 Note
            Purchase Agreement - Page 19 of 29
 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;
 
 Note
            Purchase Agreement - Page 20 of 29
 (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:
 
 Note
            Purchase Agreement - Page 21 of 29
 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.
 
 Note
            Purchase Agreement - Page 22 of 29
 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.
 
 Note
            Purchase Agreement - Page 23 of 29
 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.
 
 Note
            Purchase Agreement - Page 24 of 29
 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.
 
 Note
            Purchase Agreement - Page 25 of 29
 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.)
 
 Note
            Purchase Agreement - Page 26 of 29
 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.**
 
 Note
            Purchase Agreement - Page 27 of 29
 
 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.
 
 Note
            Purchase Agreement - Page 28 of 29
 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. TURGEONChairman
                & CEO
 
 Note
            Purchase Agreement - Page 29 of 29