**TECHNOCONCEPTS,
      INC.**


**2005
      EQUITY INCENTIVE PLAN**








1.  Purpose
      and Eligibility .
      The
      purpose of this 2005 Equity Incentive Plan (the “Plan”) of TechnoConcepts, Inc.,
      a Colorado corporation (the “Company”) is to provide stock options, stock
      issuances and other equity interests in the Company (each, an “Award”) to (a)
      employees, officers, directors, consultants and advisors of the Company and
      its
      Parents and Subsidiaries, and (b) any other Person who is determined by the
      Board of Directors of the Company (the “Board”) to have made (or is expected to
      make) contributions to the Company. Any person to whom an Award has been granted
      under the Plan is called a “Participant.” Additional definitions are contained
      in Section 10.





2.  Administration .





a.  Administration
      by Board of Directors .
      The
      Plan will be administered by the Board. The Board, in its sole discretion,
      shall
      have the authority to grant and amend Awards, to adopt, amend and repeal rules
      relating to the Plan and to interpret and correct the provisions of the Plan
      and
      any Award. The Board shall have authority, subject to the express limitations
      of
      the Plan, (i) to construe and determine the respective Stock Option
      Agreements, Awards and the Plan, (ii) to prescribe, amend and rescind rules
      and regulations relating to the Plan and any Awards, (iii) to determine the
      terms and provisions of the respective Stock Option Agreements and Awards,
      which
      need not be identical, (iv) to initiate an Option Exchange Program, and
      (v) to make all other determinations in the judgment of the Board of
      Directors necessary or desirable for the administration and interpretation
      of
      the Plan. The Board may correct any defect or supply any omission or reconcile
      any inconsistency in the Plan or in any Stock Option Agreement or Award in
      the
      manner and to the extent it shall deem expedient to carry the Plan, any Stock
      Option Agreement or Award into effect and it shall be the sole and final judge
      of such expediency. All decisions by the Board shall be final and binding on
      all
      interested persons. Neither the Company nor any member of the Board shall be
      liable for any action or determination relating to the Plan.





b.  Appointment
      of Committee .
      To the
      extent permitted by applicable law, the Board may delegate any or all of its
      powers under the Plan to one or more committees or subcommittees of the Board
      (a
“Committee”). All references in the Plan to the “Board” shall mean such
      Committee or the Board.





c.  Delegation
      to Executive Officers .
      To the
      extent permitted by applicable law, the Board may delegate to one or more
      executive officers of the Company the power to grant Awards and exercise such
      other powers under the Plan as the Board may determine, provided that the Board
      shall fix the maximum number of Awards to be granted and the maximum number
      of
      shares issuable to any one Participant pursuant to Awards granted by such
      executive officers.








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d.  Applicability
      of Section Rule 16b-3 .
      Notwithstanding anything to the contrary in the foregoing if, or at such time
      as, the Common Stock is or becomes registered under Section 12 of the Exchange
      Act of 1934, as amended (the “Exchange Act”), or any successor statute, the Plan
      shall be administered in a manner consistent with Rule 16b-3 promulgated
      thereunder, as it may be amended from time to time, or any successor rules
      (“Rule 16b-3”), such that all subsequent grants of Awards hereunder shall be
      exempt under such rule. Those provisions of the Plan which makes express
      reference to Rule 16b-3 or which are required in order for certain option
      transactions to qualify for exemption under Rule 16b-3 shall apply only to
      such
      persons as are required to file reports under Section 16 (a) of the Exchange
      Act
      (a “Reporting Person”).





e.  Applicability
      of Section 162 (m) .
      Those
      provisions of the Plan which are required by or make express reference to
      Section 162 (m) of the Internal Revenue Code (the “Code”) or any regulations
      thereunder, or any successor section of the Code or regulations thereunder
      (“Section 162 (m)”) shall apply only upon the Company's becoming a company that
      is subject to Section 162 (m). Notwithstanding any provisions in this Plan
      to
      the contrary, whenever the Board is authorized to exercise its discretion in
      the
      administration or amendment of this Plan or any Award hereunder or otherwise,
      the Board may not exercise such discretion in a manner that would cause any
      outstanding Award that would otherwise qualify as performance-based compensation
      under Section 162 (m) to fail to so qualify under Section 162 (m).





3.  Stock
      Available for Awards .





a.  Number
      of Shares .
      Subject
      to adjustment under Section 3(c), the aggregate number of shares of Common
      Stock
      of the Company (the “Common Stock”) that may be issued pursuant to the Plan is
      12,000,000. If any Award expires, or is terminated, surrendered or forfeited,
      in
      whole or in part, the unissued Common Stock covered by such Award shall again
      be
      available for the grant of Awards under the Plan. If an Award granted under
      the
      Plan shall expire or terminate for any reason without having been exercised
      in
      full, the unpurchased shares subject to such Award shall again be available
      for
      subsequent option grants or Awards under the Plan, and if shares of Common
      Stock
      issued pursuant to the Plan are repurchased by, or are surrendered or forfeited
      to, the Company at no more than cost, such shares of Common Stock shall again
      be
      available for the grant of Awards under the Plan. Shares issued under the Plan
      may consist in whole or in part of authorized but unissued shares or treasury
      shares. ****





b.  Per-Participant
      Limit .
      Subject
      to adjustment under Section 3(c), no Participant may be granted Awards during
      any one fiscal year to purchase more than _______ shares of Common
      Stock.


c.  Adjustment
      to Common Stock .
      Subject
      to Section 7, in the event of any stock split, reverse stock split stock
      dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
      consolidation, combination, exchange of shares, liquidation, spin-off, split-up,
      or other similar change in capitalization or similar event, (i) the number
      and
      class of securities available for Awards under the Plan and the per-Participant
      share limit, (ii) the number and class of securities, vesting schedule and
      exercise price per share subject to each outstanding Option, (iii) the
      repurchase price per security subject to repurchase, and (iv) the terms of
      each
      other outstanding stock-based Award shall be adjusted by the Company (or
      substituted Awards may be made if applicable) to the extent the Board shall
      determine, in good faith, that such an adjustment (or substitution) is
      appropriate.




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4.  Stock
      Options .





a.  General .
      The
      Board may grant options to purchase Common Stock (each, an “Option”) and
      determine the number of shares of Common Stock to be covered by each Option,
      the
      exercise price of each Option and the conditions and limitations applicable
      to
      the exercise of each Option and the Common Stock issued upon the exercise of
      each Option, including vesting provisions, repurchase provisions and
      restrictions relating to applicable federal or state securities laws. Each
      Option will be evidenced by a Stock Option Agreement, consisting of a Notice
      of
      Stock Option Award and a Stock Option Award Agreement (collectively, a “Stock
      Option Agreement”).





b.  Incentive
      Stock Options .
      An
      Option that the Board intends to be an incentive stock option (an “Incentive
      Stock Option”) as defined in Section 422 of the Code, as amended, or any
      successor statute (“Section 422”), shall be granted only to an employee of the
      Company and shall be subject to and shall be construed consistently with the
      requirements of Section 422 and regulations thereunder. The Board and the
      Company shall have no liability if an Option or any part thereof that is
      intended to be an Incentive Stock Option does not qualify as such. An Option
      or
      any part thereof that does not qualify as an Incentive Stock Option is referred
      to herein as a “Nonstatutory Stock Option” or “Nonqualified Stock
      Option.”





c.  Dollar
      Limitation .
      For so
      long as the Code shall so provide, Options granted to any employee under the
      Plan (and any other incentive stock option plans of the Company) which are
      intended to qualify as Incentive Stock Options shall not qualify as Incentive
      Stock Options to the extent that such Options, in the aggregate, become
      exercisable for the first time in any one calendar year for shares of Common
      Stock with an aggregate fair market value (determined as of the respective
      date
      or dates of grant) of more than $100,000. The amount of Incentive Stock Options
      which exceed such $100,000 limitation shall be deemed to be Nonqualified Stock
      Options. For the purpose of this limitation, unless otherwise required by the
      Code or regulations of the Internal Revenue Service or determined by the Board,
      Options shall be taken into account in the order granted, and the Board may
      designate that portion of any Incentive Stock Option that shall be treated
      as
      Nonqualified Option in the event that the provisions of this paragraph apply
      to
      a portion of any Option. The designation described in the preceding sentence
      may
      be made at such time as the Committee considers appropriate, including after
      the
      issuance of the Option or at the time of its exercise.


d.  Exercise
      Price .
      The
      Board shall establish the exercise price (or determine the method by which
      the
      exercise price shall be determined) at the time each Option is granted and
      specify the exercise price in the applicable Stock Option Agreement. In the
      case
      of an Incentive Stock Option granted to a Participant who, at the time of grant
      of such Option, owns stock representing more than ten percent (10%) of the
      voting power of all classes of stock of the Company or any parent or subsidiary,
      then the exercise price shall be no less than 110% of the fair market value
      of
      the Common Stock on the date of grant. In the case of a grant of an Incentive
      Stock Option to any other Participant, the exercise price shall be no less
      than
      100% of the fair market value of the Common Stock on the date of grant.





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e.  Duration
      of Options .
      Each
      Option shall be exercisable at such times and subject to such terms and
      conditions as the Board may specify in the applicable Stock Option Agreement;
      provided, that the term of any Incentive Stock Option may not be more than
      ten
      (10) years from the date of grant. In the case of an Incentive Stock Option
      granted to a Participant who, at the time of grant of such Option, owns stock
      representing more than ten percent (10%) of the voting power of all classes
      of
      stock of the Company or any parent or subsidiary, the term of the Option shall
      be no longer than five (5) years from the date of grant.





f.  Exercise
      of Option .
      Options
      may be exercised only by delivery to the Company of a written notice of exercise
      signed by the proper person together with payment in full as specified in
      Section 4(g) and the Stock Option Agreement for the number of shares for which
      the Option is exercised.





g.  Payment
      Upon Exercise .
      Common
      Stock purchased upon the exercise of an Option shall be paid for by one or
      any
      combination of the following forms of payment as permitted by the Board in
      its
      sole and absolute discretion:





i.  by
      check
      payable to the order of the Company;





ii.  only
      if
      the Common Stock is then publicly traded, by delivery of an irrevocable and
      unconditional undertaking by a creditworthy broker to deliver promptly to the
      Company sufficient funds to pay the exercise price, or delivery by the
      Participant to the Company of a copy of irrevocable and unconditional
      instructions to a creditworthy broker to deliver promptly to the Company cash
      or
      a check sufficient to pay the exercise price;





iii.  to
      the
      extent explicitly provided in the applicable Stock Option Agreement, by delivery
      of shares of Common Stock owned by the Participant valued at fair market value
      (as determined by the Board or as determined pursuant to the applicable Stock
      Option Agreement);





iv.  by
      delivery of a promissory note of the Participant, with full recourse to the
      Participant, to the Company (and delivery to the Company by the Participant
      of a
      check in an amount equal to the par value of the shares purchased); or





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v.  payment
      of such other lawful consideration as the Board may determine.





Except
      as
      otherwise expressly set forth in an Stock Option Award, the Board shall have
      no
      obligation to accept consideration other than cash and in particular, unless
      the
      Board so expressly provides, in no event will the Company accept the delivery
      of
      shares of Common Stock that have not been owned by the participant at least
      six
      months prior to the exercise. The fair market value of any shares of the
      Company's Common Stock or other non-cash consideration which may be delivered
      upon exercise of an Option shall be determined in such manner as may be
      prescribed by the Board.





h.  Acceleration,
      Extension, Etc .
      The
      Board may, in its sole discretion, and in all instances subject to any relevant
      tax and accounting considerations which may adversely impact or impair the
      Company, (i) accelerate the date or dates on which all or any particular Options
      or Awards granted under the Plan any be exercised, or (ii) extend the dates
      during which all or any particular Options or Awards granted under the Plan
      may
      be exercised or vest.





i.  Determination
      of Fair Market Value .
      If, at
      the time an Option is granted under the Plan, the Company's Common Stock is
      publicly traded under the Exchange Act, "fair market value" shall mean (i)
      if
      the Common Stock is listed on any established stock exchange or a national
      market system, including without limitation the Nasdaq National Market or The
      Nasdaq Small Cap Market of The Nasdaq Stock Market, its fair market value shall
      be the last reported sales price for such stock (on that date) or the closing
      bid, if no sales were reported as quoted on such exchange or system as reported
      in *The
      Wall Street Journal* or such
      other source as the Board deems reliable; or (ii) the average of the closing
      bid
      and asked prices last quoted (on that date) by an established quotation service
      for over-the-counter securities, if the Common Stock is not reported on a
      national market system. In the absence of an established market for the Common
      Stock, the fair market value thereof shall be determined in good faith by the
      Board after taking into consideration all factors which it deems
      appropriate.





5.  Restricted
      Stock .





a.  Grants .
      The
      Board may grant Awards entitling recipients to acquire shares of Common Stock,
      subject to (i) delivery to the Company by the Participant of a check in an
      amount at least equal to the par value of the shares purchased, and (ii) the
      right of the Company to repurchase all or part of such shares at their issue
      price or other stated or formula price from the Participant in the event that
      conditions specified by the Board in the applicable Award are not satisfied
      prior to the end of the applicable restriction period or periods established
      by
      the Board for such Award (each, a "Restricted Stock Award").


b.  Terms
      and Conditions .
      The
      Board shall determine the terms and conditions of any such Restricted Stock
      Award. Any stock certificates issued in respect of a Restricted Stock Award
      shall be registered in the name of the Participant and, unless otherwise
      determined by the Board, deposited by the Participant, together with a stock
      power endorsed in blank, with the Company (or its designee). After the
      expiration of the applicable restriction periods, the Company (or such designee)
      shall deliver the certificates no longer subject to such restrictions to the
      Participant or, if the Participant has died, to the beneficiary designated
      by a
      Participant, in a manner determined by the Board, to receive amounts due or
      exercise rights of the Participant in the event of the Participant's death
      (the
“Designated Beneficiary”). In the absence of an effective designation by a
      Participant, Designated Beneficiary shall mean the Participant's estate.




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6.  Other
      Stock-Based Awards .
      The
      Board shall have the right to grant other Awards based upon the Common Stock
      having such terms and conditions as the Board may determine, including, without
      limitation, the grant of shares based upon certain conditions, the grant of
      securities convertible into Common Stock and the grant of stock appreciation
      rights, phantom stock awards or stock units.





7.  General
      Provisions Applicable to Awards .





a.  Transferability
      of Awards .
      Except
      as the Board may otherwise determine or provide in an Award, Awards shall not
      be
      sold, assigned, transferred, pledged or otherwise encumbered by the person
      to
      whom they are granted, either voluntarily or by operation of law, except by
      will
      or the laws of descent and distribution, and, during the life of the
      Participant, shall be exercisable only by the Participant; provided, however,
      that Nonstatutory Options may be transferred pursuant to a qualified domestic
      relations order (as defined in Rule 16b-3) or to a grantor-retained annuity
      trust or a similar estate-planning vehicle in which the trust is bound by all
      provisions of the Option which are applicable to the optionee. References to
      a
      Participant, to the extent relevant in the context, shall include references
      to
      authorized transferees.





b.  Documentation .
      Each
      Award under the Plan shall be evidenced by a written instrument in such form
      as
      the Board shall determine or as executed by an officer of the Company pursuant
      to authority delegated by the Board. Each Award may contain terms and conditions
      in addition to those set forth in the Plan, provided that such terms and
      conditions do not contravene the provisions of the Plan or applicable
      law.





c.  Board
      Discretion .
      The
      terms of each type of Award need not be identical, and the Board need not treat
      Participants uniformly.





d.  Additional
      Award Provisions .
      The
      Board of Directors may, in its sole discretion, include additional provisions
      in
      any Stock Option or other Award granted under the Plan, including without
      limitation restrictions on transfer, repurchase rights, commitments to pay
      cash
      bonuses, to make, arrange for or guaranty loans or to transfer other property
      to
      Participants upon exercise of Awards, or transfer other property to Participants
      upon exercise of Options, or such other provisions as shall be determined by
      the
      Board; provided that such additional provisions shall not be inconsistent with
      any other term or condition of the Plan or applicable law.





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e.  Termination
      of Status .
      The
      Board shall determine the effect on an Award of the disability, death,
      retirement, authorized leave of absence or other change in the employment or
      other status of a Participant and the extent to which, and the period during
      which, the Participant, or the Participant's legal representative, conservator,
      guardian or Designated Beneficiary, may exercise rights under the Award, subject
      to applicable law and the provisions of the Code related to Incentive Stock
      Options.





f.  Acquisition
      of the Company .





i.  Unless
      otherwise expressly provided in the applicable Stock Option Agreement or Award,
      upon the occurrence of an Acquisition (as defined below), the Board shall,
      in
      its sole discretion as to outstanding Awards (on the same basis or on different
      bases, as the Board shall specify), take one or more of the following
      actions:





A.  make
      appropriate provision for the continuation of such Awards by the Company or
      the
      assumption of such Awards by the surviving or acquiring entity and by
      substituting on an equitable basis for the shares then subject to such Awards
      either (x) the consideration payable with respect to the outstanding shares
      of
      Common Stock in connection with the Acquisition, (y) shares of stock of the
      surviving or acquiring corporation or (z) such other securities as the Board
      deems appropriate, the fair market value of which (as determined by the Board
      in
      its sole discretion) shall not materially differ from the fair market value
      of
      the shares of Common Stock subject to such Awards immediately preceding the
      Acquisition;





B.  accelerate
      the date of exercise or vesting of such Awards or of any installment of any
      such
      Awards;





C.  permit
      the exchange of all Awards for the right to participate in any stock option
      or
      other employee benefit plan of any successor corporation; or





D.  provide
      for the termination of any such Awards immediately prior to the consummation
      of
      the Acquisition; provided that no such termination will be effective if the
      Acquisition is not consummated.





g.  Acquisition
      Defined .
      An
      "Acquisition" shall mean: (i) any merger, business combination, consolidation
      or
      purchase of outstanding capital stock of the Company after which the voting
      securities of the Company outstanding immediately prior thereto represent
      (either by remaining outstanding or by being converted into voting securities
      of
      the surviving or acquiring entity) less than 50% of the combined voting power
      of
      the voting securities of the Company or such surviving or acquiring entity
      outstanding immediately after such event (other than as a result of a financing
      transaction); or any sale of all or substantially all of the capital stock
      or
      assets of the Company (other than in a spin-off or similar transaction).





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h.  Dissolution
      or Liquidation .
      In the
      event of the proposed dissolution or liquidation of the Company, the Board
      shall
      notify each Participant as soon as practicable prior to the effective date
      of
      such proposed transaction. The Board in its sole discretion may provide for
      a
      Participant to have the right to exercise his or her Award until fifteen (15)
      days prior to such transaction as to all of the Common Stock covered by the
      Option, including shares as to which the Option or Award would not otherwise
      be
      exercisable, which exercise may in the sole discretion of the Board, be made
      subject to and conditioned upon the consummation of such proposed transaction.
      In addition, the Board may provide that any Company repurchase option applicable
      to any Common Stock purchased upon exercise of an Option or Award shall lapse
      as
      to all such Common Stock, provided the proposed dissolution and liquidation
      takes place at the time and in the manner contemplated. To the extent it has
      not
      been previously exercised, an Award will terminate upon the consummation of
      such
      proposed action.





i.  Assumption
      of Options Upon Certain Events .
      In
      connection with a merger or consolidation of an entity with the Company or
      the
      acquisition by the Company of property or stock of an entity, the Board may
      grant Awards under the Plan in substitution for stock and stock-based awards
      issued by such entity or an affiliate thereof. The substitute Awards shall
      be
      granted on such terms and conditions as the Board considers appropriate in
      the
      circumstances.





j.  Parachute
      Payments and Parachute Awards .
      Notwithstanding the provisions of Section 7(f), if, in connection with an
      Acquisition described therein, a tax under Section 4999 of the Code would be
      imposed on the Participant (after taking into account the exceptions set forth
      in Sections 280G(b)(4) and 280G(b)(5) of the Code), then the number of Awards
      which shall become exercisable, realizable or vested as provided in such section
      shall be reduced (or delayed), to the minimum extent necessary, so that no
      such
      tax would be imposed on the Participant (the Awards not becoming so accelerated,
      realizable or vested, the "Parachute Awards"); provided, however, that if the
      "aggregate present value" of the Parachute Awards would exceed the tax that,
      but
      for this sentence, would be imposed on the Participant under Section 4999 of
      the
      Code in connection with the Acquisition, then the Awards shall become
      immediately exercisable, realizable and vested without regard to the provisions
      of this sentence. For purposes of the preceding sentence, the "aggregate present
      value" of an Award shall be calculated on an after-tax basis (other than taxes
      imposed by Section 4999 of the Code) and shall be based on economic principles
      rather than the principles set forth under Section 280G of the Code and the
      regulations promulgated thereunder. All determinations required to be made
      under
      this Section 7(j) shall be made by the Company.





k.  Amendment
      of Awards .
      The
      Board may amend, modify or terminate any outstanding Award including, but not
      limited to, substituting therefor another Award of the same or a different
      type,
      changing the date of exercise or realization, and converting an Incentive Stock
      Option to a Nonstatutory Stock Option, provided that the Participant's consent
      to such action shall be required unless the Board determines that the action,
      taking into account any related action, would not materially and adversely
      affect the Participant.





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l.  Conditions
      on Delivery of Stock .
      The
      Company will not be obligated to deliver any shares of Common Stock pursuant
      to
      the Plan or to remove restrictions from shares previously delivered under the
      Plan until (i) all conditions of the Award have been met or removed to the
      satisfaction of the Company, (ii) in the opinion of the Company's counsel,
      all
      other legal matters in connection with the issuance and delivery of such shares
      have been satisfied, including any applicable securities laws and any applicable
      stock exchange or stock market rules and regulations, and (iii) the Participant
      has executed and delivered to the Company such representations or agreements
      as
      the Company may consider appropriate to satisfy the requirements of any
      applicable laws, rules or regulations.





m.  Acceleration .
      The
      Board may at any time provide that any Options shall become immediately
      exercisable in full or in part, that any Restricted Stock Awards shall be free
      of some or all restrictions, or that any other stock-based Awards may become
      exercisable in full or in part or free of some or all restrictions or
      conditions, or otherwise realizable in full or in part, as the case may be,
      despite the fact that the foregoing actions may (i) cause the application of
      Sections 280G and 4999 of the Code if a change in control of the Company occurs,
      or (ii) disqualify all or part of the Option as an Incentive Stock
      Option.





8.  Withholding .
      The
      Company shall have the right to deduct from payments of any kind otherwise
      due
      to the optionee or recipient of an Award any federal, state or local taxes
      of
      any kind required by law to be withheld with respect to any shares issued upon
      exercise of Options under the Plan or the purchase of shares subject to the
      Award. Subject to the prior approval of the Company, which may be withheld
      by
      the Company in its sole discretion, the optionee or recipient of an Award may
      elect to satisfy such obligation, in whole or in part, (a) by causing the
      Company to withhold shares of Common Stock otherwise issuable pursuant to the
      exercise of an Option or the purchase of shares subject to an Award or (b)
      by
      delivering to the Company shares of Common Stock already owned by the optionee
      or Award recipient. The shares so delivered or withheld shall have a fair market
      value of the shares used to satisfy such withholding obligation as shall be
      determined by the Company as of the date that the amount of tax to be withheld
      is to be determined. An optionee or Award recipient who has made an election
      pursuant to this Section may only satisfy his or her withholding obligation
      with
      shares of Common Stock which are not subject to any repurchase, forfeiture,
      unfulfilled vesting or other similar requirements.


9.  No
      Exercise of Option if Engagement or Employment Terminated for
      Cause .
      If the
      employment of any Participant is terminated "for Cause," the Option may
      terminate, upon a determination of the Board, on the date of such termination
      and the Option shall thereupon not be exercisable to any extent whatsoever.
      For
      purposes of this Section 9, "for Cause" shall be defined as follows: (i) if
      the
      Participant has executed an employment agreement, the definition of “cause”
contained therein, if any, shall govern, or (ii) conduct, as determined by
      the
      Board of Directors, involving one or more of the following: (a) gross misconduct
      or inadequate performance by the Participant which is injurious to the Company;
      or (b) the commission of an act of embezzlement, fraud or theft, which results
      in economic loss, damage or injury to the Company; or (c) the unauthorized
      disclosure of any trade secret or confidential information of the Company (or
      any client, customer, supplier or other third party who has a business
      relationship with the Company) or the violation of any noncompetition or
      nonsolicitation covenant or assignment of inventions obligation with the
      Company; or (d) the commission of an act which constitutes unfair competition
      with the Company or which induces any customer or prospective customer of the
      Company to break a contract with the Company or to decline to do business with
      the Company; or (e) the indictment of the Participant for a felony serious
      misdemeanor offense, either in connection with the performance of his
      obligations to the Company or which shall adversely affect the Participant's
      ability to perform such obligations; or (f) the commission of an act of fraud
      or
      breach of fiduciary duty which results in loss, damage or injury to the Company;
      or (g) the failure of the Participant to perform in a material respect his
      or
      her employment obligations without proper cause. In making such determination,
      the Board shall act fairly and in utmost good faith. The Board may in its
      discretion waive or modify the provisions of this Section at a meeting of the
      Board with respect to any individual Participant with regard to the facts and
      circumstances of any particular situation involving a determination under this
      Section.




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10.  Miscellaneous .





a.  Definitions .





i.  "Company,"
      for purposes of eligibility under the Plan, shall include any present or future
      subsidiary corporations of TechnoConcepts, Inc., as defined in Section 424(f)
      of
      the Code (a "Subsidiary"), and any present or future parent corporation of
      TechnoConcepts, Inc., as defined in Section 424(e) of the Code. For purposes
      of
      Awards other than Incentive Stock Options, the term "Company" shall include
      any
      other business venture in which the Company has a direct or indirect significant
      interest, as determined by the Board in its sole discretion.





ii.  "Code"
      means the Internal Revenue Code of 1986, as amended, and any regulations
      promulgated thereunder.





iii.  "Employee"
      for purposes of eligibility under the Plan shall include a person to whom an
      offer of employment has been extended by the Company.





iv.  “Option
      Exchange Program” means a program whereby outstanding options are exchanged for
      options with a lower exercise price.





b.  No
      Right To Employment or Other Status .
      No
      person shall have any claim or right to be granted an Award, and the grant
      of an
      Award shall not be construed as giving a Participant the right to continued
      employment or any other relationship with the Company. The Company expressly
      reserves the right at any time to dismiss or otherwise terminate its
      relationship with a Participant free from any liability or claim under the
      Plan.





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c.  No
      Rights As Stockholder .
      Subject
      to the provisions of the applicable Award, no Participant or Designated
      Beneficiary shall have any rights as a stockholder with respect to any shares
      of
      Common Stock to be distributed with respect to an Award until becoming the
      record holder thereof.


d.  Effective
      Date and Term of Plan .
      The
      Plan shall become effective on the date on which it is adopted by the Board.
      No
      Awards shall be granted under the Plan after the completion of ten years from
      the date on which the Plan was adopted by the Board, but Awards previously
      granted may extend beyond that date.





e.  Amendment
      of Plan .
      The
      Board may amend, suspend or terminate the Plan or any portion thereof at any
      time.





f.  Governing
      Law .
      The
      provisions of the Plan and all Awards made hereunder shall be governed by and
      interpreted in accordance with the laws of the state of incorporation of the
      Company (Colorado), without regard to any applicable conflicts of
      law.











**Approvals**


***Original
      Plan:***


Adopted
      by the Board of Directors on:


_____________,
      2005





Approved
      by the stockholders on:


_____________,
      2005








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