NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (the "Agreement") is made effective as of [ DATE ], between TECHNOCONCEPTS INC. (the "Company"), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (the "Investors").

The Company has authorized the sale and issuance of Series A Secured Subordinated Promissory Notes, substantially in the form attached hereto as Exhibit B (each a "Note" and, collectively, the "Notes"), in the principal amount of up to $10,000,000.00.

Subject to the terms and conditions of this Agreement, each of the Investors, severally and not jointly, agrees to purchase at the Closing, and the Company agrees to sell and issue to each of the Investors, severally and not jointly, at the Closing, the Notes in the principal amount specified opposite his name on Exhibit A hereto for a purchase price equal to the principal amount of the Note to be purchased by such Investor.

1.3 Closing

The purchase and sale of the Notes being purchased by the Investors shall take place at the offices of the Company by delivery to each of the Investors from the Company a Note in the principal amount set forth opposite his name on Exhibit A against delivery to the Company by the Investor of a certified or cashier's check or wire transfer payable to the Company in the full amount of the principal amount of such Note. Upon delivery of all of the Notes, the Closing shall occur at the offices of the Company, or such other location as the Company and the Investors who propose to purchase a majority in interest of the Notes shall mutually agree. The Company shall not be required to wait for the Closing but shall instead settle individual Note transactions for each Investor as mutual deliveries for each transaction are completed.

1.4 Interest Rate

The outstanding principal balance of each of the Notes shall bear interest from the date of the Closing until payment in full is made at a rate per annum equal eight (8%) percent, but shall not exceed the maximum rate of interest allowed by applicable law. The Company shall pay all accrued interest on the outstanding principal balance of the Notes on the date that the principal amount of the Notes shall become due as provided in Section 1.5 of this Agreement.

1.5 Term and Extensions  

All outstanding principal and interest shall be due and payable on the date that is the earlier of: (i) one (1) year after the date of the settlement of the individual Note transaction (the “Maturity Date”) or (ii) sale of the Company or sale of substantially all of the Company’s assets.

1.6 Prepayment  

The Company may at its sole option, at any time, prepay the Notes, in full or in part. Each prepayment shall be accompanied by the payment of interest on the amount prepaid. Any prepayment shall be made to each holder of the Notes on a pro-rata basis as nearly as practicable to the proportion of the principal amount of the outstanding Notes held by such holder.

1.7 Subordination and Security Interest and Financing Statements  

(a) The indebtedness evidenced by the Notes (and the security interest in the Collateral granted to the Investors as described below) shall be subordinate, to the extent more fully set forth in Section 12 of the Notes, to the principal of (and premium, if any) and unpaid interest on, (i) the Company’s 7% Secured Convertible Debentures issued on or about November 18, 2004, (ii) any indebtedness, currently outstanding, of the Company or with respect to which the Company is a guarantor, (iii) any indebtedness, hereafter created, to banks or insurance companies regularly engaged in the business of lending money, which is for money borrowed by the Company or a subsidiary of the Company, whether or not secured, which does not exceed $5,000,000 and (iv) any deferrals, renewals or extensions of any such indebtedness or any debentures, notes or other evidence of indebtedness issued in exchange for such indebtedness (collectively, the "Senior Indebtedness").

(b) The term "Collateral" as used in this Agreement means and includes all assets of the Company, now or hereafter acquired by the Company, and the proceeds thereof including but not limited to proceeds of insurance covering the Collateral and any and all accounts receivable, inventory, equipment, money, goods, chattel paper, deposit accounts or other tangible and intangible property of the Company, together with the products and proceeds thereof. The Company hereby grants to each of the Investors, on a pari passu basis amongst the Investors, a security interest in the Collateral to secure the payment of the Notes and the performance by the Company of each and all of its obligations under this Agreement and the Notes; provided, however, that such security interest shall be subordinated, to the extent provided herein, to any security interest in the Collateral that may be granted with respect to the Senior Indebtedness. Notwithstanding anything to the contrary contained herein or in any agreement, whether written or oral, prior hereto, the security interest of each Investor in the Collateral shall be an undivided interest in the Collateral and the relative extent of each Investor's security interest in the Collateral at any time in proportion to that of other Investors shall be determined by dividing the principal amount (with accrued interest) of such Investors' Note by the aggregate principal amount (with accrued interest) of all Investors' outstanding Notes. Upon any Event of Default (as defined in Section 4 of the Note), each holder of such Notes, or such holder's agent, shall have and may exercise any and all remedies of a secured party under the New York Uniform Commercial Code, and any other remedies available at law or equity, with respect to the Collateral.

(c) The Company hereby represents, warrants and covenants to the Investors as follows:

(i) Except for the Senior Indebtedness and as disclosed in Exhibit D hereto, all of the Collateral is owned by the Company free from any liens, encumbrances or security interests which rank on a parity with or prior to the security interest granted in this Section and the Company, until such time as the Notes have been paid in full, will keep the Collateral free and clear of any additional liens, encumbrances or security interests. The Company shall not file a voluntary petition for bankruptcy under any chapter of the United States Bankruptcy Code within 365 days of the date hereof.

(ii) The Company will properly maintain and care for the Collateral and will not waste or destroy the Collateral or any part thereof. The Company will maintain such insurance covering the Collateral as is customary for businesses similar to the business of the Company’s and, at the request of the Investors, deliver such policies of insurance to the Investors and, subject to any rights of the holders of the Senior Indebtedness, name the Investors as loss payees of such insurance.

(iii) The Company has not and, except for any security interest granted to the Investors and to the holders of any Senior Indebtedness, will not execute as debtor thereunder any security agreement or financing statement covering any of the Collateral. Notwithstanding the foregoing, the Company may execute a security agreement or financing statement covering the Collateral in any subsequent debt or equity financing; provided that such security interest granted is entirely subordinated to the Investor’s security interest created herein; but provided further that the Company may grant a pro tanto security interest that is not so subordinated in an amount equal to the portion of the Notes that, at the time, is or has been repaid.

(iv) The Company will not sell, contract for the sale of or otherwise dispose of any of the Collateral except in the ordinary course of business.

(v) The Company will promptly notify each Investor in writing of any event which affects the value of a material portion of the Collateral, the ability of the Company or the Investors to dispose of the Collateral, and the rights and remedies of the Investors in relation thereto, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether government or otherwise.

(d) The Company shall not encumber the Collateral in any manner inconsistent with the rights of the Investors hereunder.

1.8 Payments and Records  

Each payment to an Investor under this Agreement shall be made at the Company's principal place of business. Principal, interest, and all other sums owing to each Investor under this Agreement shall be evidenced by entries in records maintained by each Investor on the schedule attached to the Note and shall also be maintained by the Company in its records. Each payment on, and any other credits with respect to, principal, interest and all other sums outstanding under this Agreement shall be evidenced by entries in such records.

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:

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.

The capitalization of the Company is as described in the Company’s most recent periodic report filed with the SEC. The Company has not issued any capital stock since such filing other than pursuant to the exercise of employee stock options under the Company’s Equity Incentive Plan, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plan and pursuant to the conversion or exercise of outstanding Common Stock Equivalents. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated herein. The issuance and sale of the Notes will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

All corporate action on the part of the Company and its directors necessary for the sale and issuance of the Notes and the performance of the Company's obligations under this Agreement and the Notes will be taken prior to the Closing. This Agreement and the Notes are valid, binding and enforceable obligations of the Company, subject to the laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Notes, when issued in compliance with the provisions of this Agreement, will be validly issued, and will be free of any liens or encumbrances, assuming the Investors take the Notes with no notice thereof, other than any liens or encumbrances created by or imposed on the Holder; provided, however, that the Notes may be subject to restrictions on transfer under applicable state and/or federal securities laws. The shares issued upon exercise of the Warrant, when issued in compliance with the provisions of the Warrant, will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances, assuming that the Investors take said shares with no notice thereof, other than any liens or encumbrances created or imposed on the holder; provided, however, that such shares will be subject to restrictions on transfer under state and/or federal securities laws.

2.4 Governmental Consent

No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Notes, except qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration requirements, if available) of the offer and sale of the Notes under applicable federal and state securities regulations, which filings and qualifications or registrations, if required, will be accomplished in a timely manner.

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.

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.

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.

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.

Each Investor hereby represents and warrants to the Company with respect to the purchase of such Investor's Note as follows:

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.

Such Investor understands that the shares of stock to which the Investor shall be entitled upon the exercise of a Warrant (“Underlying Stock”) are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Underlying Stock as principal for its own account and not with a view to or for distributing or reselling such Underlying Stock or any part thereof, has no present intention of distributing any of such Underlying Stock and has no arrangement or understanding with any other persons regarding the distribution of such Underlying Stock (this representation and warranty not limiting such Investor’s right to sell the Underlying Stock pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Investor is acquiring the Underlying Stock hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Underlying Stock.

At the time such Investor was offered the Notes, Warrants, and/or Underlying Stock, it was, and at the date hereof it is, and on each date on which it exercises any Warrants it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Investor is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Each Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Notes, Warrants, and/or Underlying Stock, and has so evaluated the merits and risks of such investment. Such Investor is able to bear the economic risk of an investment in the Underlying Stock and, at the present time, is able to afford a complete loss of such investment.

Such Investor is not purchasing the Notes, Warrants, or Underlying Stock as a result of any advertisement, article, notice or other communication regarding the Notes, Warrants, and/or Underlying Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Each Investor represents that prior to 8:30 a.m. EDT on the Trading Day immediately following the date of this Agreement, neither it nor any Person over which the Investor has direct or indirect control, have made any purchases or sales of, or granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, of the Common Stock of the Company, and that it will not enter into any such transaction while it holds the Notes, Warrants, and/or Underlying Stock.

Each Investor understands that the Notes, Warrants, and/or Underlying Stock are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Investor’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Notes, Warrants, and/or Underlying Stock.

Each Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Notes, Warrants, and/or Underlying Stock which have been requested by such Investor. Such Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors, if any, or its representatives shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained herein. Such Investor understands that its investment in the Notes, Warrants, and/or Underlying Stock involves a high degree of risk and such Investor is able to bear the risk of losing its investment in the Notes, Warrants, and/or Underlying Stock. Such Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Notes, Warrants, and/or Underlying Stock. Such Investor has (i) such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the transactions contemplated by this Agreement, and (ii) independently and without reliance upon the Company, and based on such information as such Investor has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Investor acknowledges that the Company has not given such Investor any investment advice, credit information or opinion on whether the purchase of the Notes, Warrants, and/or Underlying Stock is prudent.

Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Notes, Warrants, and/or Underlying Stock nor have such authorities passed upon or endorsed the merits of the offering of the Notes, Warrants, and/or Underlying Stock.

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.

Upon the Closing, the Company shall issue to each Investor a warrant for the purchase of common stock of the Company, in substantially the form attached hereto as Exhibit C (the "Warrant"), as follows:

(a) The Company shall issue to each Investor a Warrant to purchase that number of shares of common stock as is equal to the original principal amount of such Investor's Note.

(b) The Company shall issue the Warrants in accordance with this Section 4.1 within five (5) days after the Closing Date.

The per share exercise price of the Warrants shall be $1.00.

Warrants issued pursuant to this Section 4 will terminate upon the fifth anniversary of the date of the issuance.

The Note and the Warrant shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Securities Act (as defined below). Each Investor will cause any proposed Investor, assignee, transferee, or pledgee of the Note and/or the Warrant held by the Investor to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 5.

As used in this Agreement, the following terms shall have the following respective meanings:

"Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

"Holder" shall mean a holder of a Note, Warrant, and/or Underlying Stock.

"Restricted Securities" shall mean the securities of the Company required to bear the legend set forth in Section 5.3 hereof.

"Requisite Holders" shall mean the holders of more than 50% of the outstanding principal amount of the Notes.

Each certificate or note representing a Note, Warrant, and/or Underlying Stock issued in respect of the Warrant upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR A SIMILAR RULE AS THEN IN EFFECT UNDER THE ACT OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

Each Investor and each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Note, Warrant or Underlying Stock in order to implement the restrictions on transfer established in this Section 5.3.

The Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 5.4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Holder thereof shall given written notice to the Company of such Holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accomplished at such Holder's expense by either (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 5.3 above, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

This Agreement and the Note shall in all respects be governed by and construed and enforced in accordance with the laws of the State of New York, as such laws apply to contracts entered into and wholly to be performed within such state.

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.

The representations, warranties, covenants and agreements made herein shall survive any investigation made by the Investors and the closing of the transactions contemplated hereby.

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.

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.

All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand, by messenger or by telecopy, addressed (a) if to an Investor, at the Investor's address set forth on Exhibit A hereto, or at such other address as the Investor shall have furnished to the Company in writing or (b) if to any other Holder of a Note, at such address as such Holder shall have furnished the Company in writing, or, until any such Holder so furnishes an address to the Company, then to and at the address of the last Holder of the Note, who has so furnished an address to the Company or (c) if to the Company, one copy should be sent to its principal executive offices located at 6060 Sepulveda Blvd., Van Nuys, CA 91411, and addressed to the attention of the Chief Financial Officer, or to such other address as the Company shall have furnished to the Investors. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, by messenger or by telecopy, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid.

Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any Holder of a Note, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Holder, shall be cumulative and not alternative.

The Company and each Investor shall bear its own expenses incurred on its behalf with respect to this Agreement and the transactions contemplated hereby.

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.

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.

The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.

6.12 Confidentiality

The parties hereto agree that the existence of this Agreement and of any Notes and Warrants issued hereunder, and the terms hereof, shall be held in the strictest confidence and shall not be disclosed to any third party unless (a) such disclosure is required by law, or (b) such disclosure is agreed upon in writing by the Investor and the Company.

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.

[PURCHASER SIGNATURE PAGES TO TECHNOCONCEPTS NOTE PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Note Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Investing Entity: _______________________________________________________________________________

Signature of Authorized Signatory of Investing Entity : _________________________________________________________

Name of Authorized Signatory: ___________________________________________________________________________

Email Address of Authorized Entity:________________________________________________________________________

Address for Notice of Investing Entity:

Address for Delivery of Securities for Investing Entity (if not same as above):

Subscription Amount:   $_______________________________     

Warrant Shares:    ____________________________________

EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

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"). SUC