AMENDMENT
      NO. 1 TO REGISTRATION RIGHTS AGREEMENT

     

    AMENDMENT
      NO. 1 TO REGISTRATION RIGHTS AGREEMENT
      (this
“Agreement”),
      dated
      as of December 31, 2007, by and between Atlas Technology Group, Inc. (f/k/a
      Tribeworks, Inc.) a Delaware corporation, with headquarters located at 2001
      152nd
      Avenue
      NE, Redmond, Washington 98052 (the “Company”)
      and
      West Coast Opportunity Fund, LLC, a Delaware limited liability company with
      headquarters located at 2151 Allesandro Drive, Suite 100, Ventura, California
      93001 (the “Buyer”
and
      collectively with the Company, the “Parties”).
      Capitalized terms used herein and not otherwise defined herein shall have the
      respective meanings set forth in the Securities Purchase Agreement or Note
      Amendment and Securities Purchase Agreement, as applicable.  

     

    WHEREAS:

     

    A. On
      June
      15, 2007, the Company and Buyer entered into that certain Registration Rights
      Agreement (the “Registration
      Rights Agreement”),
      whereby the Company agreed to provide certain registration rights to Buyer
      under
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder, or any similar successor statute (collectively, the
      “1933
      Act”),
      and
      applicable state securities laws; and

     

    B. In
      connection with the Note Amendment and Securities Purchase Agreement between
      the
      Company and the Buyer of even date herewith (the “Note
      Amendment and Securities
      Purchase Agreement”),
      (i)
      the Company has agreed to cause its subsidiary, Atlas Technology Group (US),
      Inc., to amend and restate that certain promissory note originally issued to
      the
      Buyer on July 11, 2007, (the “Amended
      and Restated Promissory
      Note”);
      and
      (ii) the Company has agreed to issue and sell to Buyer a yield enhancement
      consisting of 3,500,000 shares (each a “Yield
      Enhancement Share”)
      of the
      authorized but unissued shares of the Company’s common stock, $0.0004 par value
      per share (including any securities into which such shares may be converted
      or
      for which such shares may be exchanged, pursuant to any stock dividend, stock
      split, stock combination, recapitalization, reclassification, reorganization
      or
      other similar event) (the “Common
      Stock”).
      

     

    C. To
      induce
      the Buyer to execute and deliver the Note Amendment and Securities Purchase
      Agreement, the Company has agreed to amend the Registration Rights Agreement
      as
      set forth herein.

     

    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 Company and Buyer hereby agree as follows:

     

    1. Section
      1(q) shall be deleted and replaced in its entirety with the
      following:

     

    “q. “Registrable
      Securities”
means
      (i) the Yield Enhancement Shares purchased pursuant to the Securities Purchase
      Agreement, (ii) the Yield Enhancement Shares purchased pursuant to the Note
      Amendment and Securities Purchase Agreement, and (iii) the Supplemental Shares.”


     

    2.
       Section
      1(t) shall be deleted and replaced in its entirety with the following:


     

    “t. “Required
      Registration Amount”
means
      100% of (i) the Yield Enhancement Shares purchased pursuant to the Securities
      Purchase Agreement, (ii) the Yield Enhancement Shares purchased pursuant to
      the
      Note Amendment and Securities Purchase Agreement, and (iii) the Supplemental
      Shares.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Section
      5(b) shall be deleted and replaced in its entirety with the
      following:

    


    “Restrictions
      on Public Sale by the Company and Others.
      Until
      the earlier of (a) the sale of all of the Registrable Securities by the
      Investor and (b) two years from December 31, 2007, the Company agrees not
      to effect any public sale or distribution of any securities similar to those
      being registered, or any securities convertible into or exchangeable or
      exercisable for such securities during the 14 days prior to and during the
      90
      day period beginning on the Effective Date of any Registration Statement other
      than on Form S-8 or Form S-4.”

     

    4. This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of Delaware applicable to contracts made and to be performed
      wholly within that state, without regard to the conflict of law rules thereof.
      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 Agreement
      must
      be brought in the state and federal courts located in the state of 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 Agreement in any other
      court.

     

    5. This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original, but all of which shall constitute one and the same
      agreement.  This Agreement, once executed by a party, may be delivered to
      each other party hereto by facsimile transmission of a copy of this Agreement
      bearing the signature of the party so delivering this Agreement.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      Buyer
      and the Company has caused its respective signature page to this Amendment
      No. 1
      to Registration Rights Agreement to be duly executed as of the date first
      written above.

    

      
        	 	
                COMPANY:

              	 
	 	 	 
	 	
                ATLAS
                  TECHNOLOGY GROUP, INC.

              
	 	 	 
	 	
                By: 

              	/s/
                Peter B. Jacobson	 
	 	
                Name: 
                  Peter B. Jacobson

              	 
	 	
                Title: 
                    Chief Executive Officer

              	 
	 	 	 
	 	
                BUYER:

              	 
	 	 	 
	 	
                WEST
                  COAST OPPORTUNITY FUND, LLC

              
	 	 	 
	 	
                By: 

              	/s/
                Atticus Lowe	 
	 	
                Name:
                   Atticus Lowe

              	 
	 	
                Title: 
                    Chief Investment Officer