SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into, effective as of the last date written below, by and among RICHARD T. HINES (“Director”), RTH CONSULTING INC. (“RTH”), and TECHNOCONCEPTS INC. (the “Company”).

WHEREAS, Director is the principal of RTH; and

WHEREAS, Director and the Company have had a business relationship wherein Director has been a director (but not an employee) of the Company and RTH provided consulting services to the Company; and

WHEREAS, Director and RTH have disclosed all material facts with respect to their consulting agreement with the Company and with any entity which the Company has contacted regarding a business relationship, and the Company’s board has reviewed all information and ratified and approved such disclosed self-interested transactions of Director; and

WHEREAS, the consulting agreement between RTH and the Company expired by its own terms on January 31, 2006; and

WHEREAS, amounts are owing to RTH pursuant to the consulting agreement between RTH and the Company, but such amounts are in dispute; and

WHEREAS, Director wishes to resign amicably from the Company as described herein; and

WHEREAS, Director, RTH, and the Company wish to end their relationship with all actual and potential disputes between them completely and amicably resolved, so that there are no disagreements among them:

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and in consideration of the amounts to be paid by the Company to Director under this Agreement, amounts which are disputed by the Company, Director and the Company hereby agree as follows:

1.    Resignation from Company . Director hereby resigns from the Company and shall no longer serve as a director of the Company as of the date written below (the “Separation Date”).

2.    Payment by Company . On the Separation Date, the Company shall pay to Director the sum of $108,691.35 by certified check or wire transfer.

3.    Stock Options . The Company granted to the Director the vested right to purchase 90,000 shares of common stock of the Company for an aggregate exercise price of $291,900, pursuant to the Company’s 2005 Equity Incentive Plan and the Notice of Stock Option Grant dated November 2, 2005 (the “Option Grant”). Such right shall remain exercisable in accordance with and subject to the terms and provisions of the Option Grant and the associated Option Agreement (including but not limited to terms relating early expiration following termination of employment and/or consulting relationship - the Separation Date shall be considered to be the termination date). Such options shall be subject to the U.S. tax laws. Director acknowledges and agrees that he must consult with his own tax advisor or attorney regarding the appropriate tax treatment for all of his nonqualified stock options and that he is not depending on any employee of the Company to provide such advice.

4.    Tax Liability . Director shall be responsible for all tax liability associated with any consideration paid pursuant to this Agreement and stock options granted to him by the Company.

5.    Non-Competition . As consideration for the payment made pursuant to Section 3 and in order to protect the Company’s trade secret and other “confidential information” of the Company as described below in Section 7, during a period of one (1) year from the Separation Date, Director and RTH shall not, other than with the prior written consent of the Board of Directors of the Company, engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) with any company currently commercializing multi-band multi-mode RF transceiver technology; provided that Director or RTH may own less than two percent of the outstanding securities of any such publicly traded competing corporation.

6.    Nonsolicitation . During a period of two (2) years after the Separation Date, without written permission from the Company, Director and RTH will not directly or indirectly engage, or participate in the solicitations of any employee or consultant of the Company to leave the Company for any reason or to devote less than all of any such employee’s efforts to the affairs of the Company.

7.    Nondisclosure . During the term of this Agreement and thereafter, Director and RTH shall not, without the prior written consent of management of the Company, disclose or use for any purpose confidential information or proprietary data of the Company, except as required by applicable law or legal process; provided, however, that “confidential information” shall not include any information known generally to the public or ascertainable from public or published information (other than as a result of unauthorized disclosure by Director or RTH) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. Director and RTH agree to deliver to the Company on or before the Separation Date, or at any other time that the Company may request, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of the Company which he may then possess or have under his control (with the exception of Director’s list of industry and business contacts, which the Company acknowledges shall be retained by Director).

8.    Nondisparagement . The parties further agree that from and after the execution of this agreement, none of the parties will make or publish any statement, written or oral, materially disparaging the reputation of any of the other parties or of any of its present or future officers, shareholders, subsidiaries or affiliates, or any of such parties' respective businesses or products.

9.    Disclosure . Director acknowledges that he is familiar with Item 5.02 of Form 8-K under the Securities Exchange Act of 1934 (“Item 5.05”) entitled “Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.” Director further acknowledges that his resignation is not “because of a disagreement with the Registrant” as that phrase is used in Item 5.02 and that Director has not and will not furnish the Company with any written correspondence as described in Paragraph (a)(2) of Item 5.02. Director acknowledges that the Company will file a Form 8-K disclosing Director’s resignation, with the following language: “On [date], Richard T. Hines resigned as a director of the Company.” Director hereby states that he agrees with such disclosure, he has been provided an opportunity by the Company to furnish it with a letter stating whether he agrees with the Company's disclosures in response to Item 5.02, and he will not furnish the Company with such letter.

10.    Mutual Release . Director and RTH acknowledge that the consideration described herein is given in exchange for their signing this Agreement, and their entitlement to such amounts are disputed by the Company. Director and RTH agree that the consideration is in full satisfaction of any claims, liabilities, demands or causes of action, known or unknown and he hereby release and forever discharge the Company and each of its past and present directors, managers, officers, shareholders, agents, consultants, advisers, employees, attorneys, servants, parents, subsidiaries, employee benefit plans, predecessors, successors and assigns, and each of them separately and collectively (the “Releasees”) from any and all claims, liens, demands, causes of action, obligations, damages and liabilities of any nature whatsoever, known or unknown, that they ever had, now have or may hereafter claim to have against the Releasees. The release includes, but is not limited to:

(a) any and all claims arising out of or in connection with the consulting work performed by Director and/or RTH, including (but not limited to) claims for compensation and/or for a share of any profits or ownership interests in any business relationships or other opportunities that may result from or in connection with any introductions or other connections made by or through Director and/or RTH for or on behalf of the Company;

(b) any and all claims relating to mental, physical or emotional injuries sustained from invasion of privacy, to defam