AMENDMENT
      NO. 1 TO SENIOR SECURED NON-CONVERTIBLE
      PROMISSORY NOTE

     

    AMENDMENT
      NO. 1 TO SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTE
      (this
“Note Amendment”),
      dated
      as of December 31, 2007, by and between Atlas Technology Group (US), Inc.,
      a
      Delaware corporation, (hereinafter
      referred to as the “Maker”),
      a
      wholly owned subsidiary of Atlas Technology Group, Inc. (f/k/a Tribeworks,
      Inc.), a Delaware corporation (the “Company”),
      and
      West Coast Opportunity Fund, LLC, a Delaware limited liability company
      (“Holder”).
      

     

    WHEREAS,
      the Maker issued to the Holder that certain Senior Secured Non-Convertible
      Promissory Note (the “Note”)
      in the
      principal amount of Two Million, Five Hundred Thousand and NO/100 DOLLARS
      ($2,500,000.00) on June 15, 2007; and

     

    WHEREAS,
      the Maker, Company and Holder wish to extend the maturity date of the Note
      from
      November 30, 2008 to December 31, 2008. 

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Maker, Company and Holder hereby agree as
      follows:

     

    1. Amendment.
      The
      words “November 30, 2008” in the second sentence of Section 1 of the Note are
      hereby deleted and replaced with the words “December 31, 2008”. 

     

    2.
       No
      Further Amendment.
      Except
      as set forth above, there are no further amendments or modifications to the
      Note, and the Note remains in full force and effect. 

     

    3. Governing
      Law; Jurisdiction.
      This
      Note Amendment shall be construed and enforced in accordance with, and all
      questions concerning the construction, validity, interpretation and performance
      of this Note and all disputes arising hereunder shall be governed by, the laws
      of the State of Delaware, without giving effect to any choice of law or conflict
      of law provision or rule (whether of the State of Delaware or any other
      jurisdictions) that would cause the application of the laws of any jurisdictions
      other than the State of Delaware. Any suit, action or proceeding seeking to
      enforce any provision of, or based on any dispute or matter arising out of
      or in
      connection with, this Note must be brought in the state and federal courts
      located in Delaware. Each of the parties (a) consents to the exclusive
      jurisdiction of such courts (and of the appropriate appellate courts therefrom)
      in any such suit, action or proceeding, (b) irrevocably waives, to the fullest
      extent permitted by law, any objection which it may now or hereafter have to
      the
      laying of the venue of any such suit, action or proceeding in any such court
      or
      that any such suit, action or proceeding which is brought in any such court
      has
      been brought in an inconvenient forum, (c) will not attempt to deny or defeat
      such personal jurisdiction by motion or other request for leave from any such
      court, and (d) will not bring any action relating to this Note in any other
      court.

     

    4.
      Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to each other party;
      provided that a facsimile signature shall be considered due execution and shall
      be binding upon the signatory thereto with the same force and effect as if
      the
      signature were an original, not a facsimile signature.

     

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    IN
      WITNESS WHEREOF, the Maker, Company and Holder have caused this Note Amendment
      to be duly executed as of the date set out above.

     

    
      
        	
                 

              	
                MAKER:

              
	 	 
	
                 

              	
                ATLAS
                  TECHNOLOGY GROUP (US), INC.

              
	 	 
	
                 

              	By:
                _____________________________ 
	
                 

              	
                Name:  
                  Peter B. Jacobson

              
	
                 

              	
                Title:    
                  President

              
	 	 
	
                 

              	
                Company:

              
	 	 
	
                 

              	
                Atlas
                  Technology Group, Inc. (F/K/A Tribeworks,

                Inc.)

              
	 	 
	
                 

              	
                By:
                  _____________________________

              
	
                 

              	
                Name:  
                  Peter B. Jacobson

              
	
                 

              	
                Title:    
                  Chief Executive Officer

              
	 	 
	
                 

              	
                Buyer:

              
	 	 
	
                 

              	
                West
                  Coast Opportunity Fund, LLC

              
	 	 
	
                 

              	
                By:
                  _____________________________

              
	
                 

              	
                Name:
                  Atticus Lowe

              
	
                 

              	
                Title:
                  Chief Financial Officer