NOTE
      AMENDMENT AND SECURITIES
      PURCHASE
      AGREEMENT

     

    NOTE
      AMENDMENT AND SECURITIES
      PURCHASE AGREEMENT
      (this
“Agreement”),
      dated
      as of December 31, 2007, by and among West Coast Opportunity Fund, LLC, a
      Delaware limited liability company (the “Buyer”),
      Atlas
      Technology Group, Inc. (f/k/a Tribeworks, Inc.), a Delaware corporation (the
      “Company”),
      and
      all of the Company’s subsidiaries: Atlas Technology Group Holdings Limited, a
      Malta company, Atlas Technology Group (NZ) Limited, a New Zealand company,
      Atlas
      Technology Group Limited (f/k/a TakeCareofIT Limited), a Malta company, Atlas
      Technology Group (US), Inc., a Delaware corporation (“ATG
      US”),
      Atlas
      Technology Group Consulting Inc., a Delaware corporation, and BLive Networks,
      Inc., a British Columbia corporation (collectively, the “Subsidiaries”).

     

    WHEREAS:

     

    A. The
      Company and Buyer are executing and delivering this Agreement in reliance upon
      the exemption from securities registration afforded by Section 4(2) of the
      Securities Act of 1933, as amended (the “1933
      Act”),
      and
      Regulation D (“Regulation
      D”),
      promulgated by the Securities and Exchange Commission (the “SEC”)
      under
      the 1933 Act; and

     

    B. The
      Company, Subsidiaries and Buyer entered into that certain Securities Purchase
      Agreement dated June 15, 2007 (the “Securities
      Purchase Agreement”)
      whereby ATG US issued to the Buyer two senior secured promissory notes dated
      June 15, 2007 and July 11, 2007 (each, a “Promissory
      Note,”
and
      collectively, the “Promissory
      Notes”),
      common stock and warrants to the Buyer, and a portion of the purchase price
      for
      the Promissory Notes was deposited into an Escrow Account (as defined in Recital
      G), to be released to the Company upon certain conditions being met;
      and

     

    C. Pursuant
      to the Promissory Notes, the failure of the Company to enter into certain
      contracts prior to 5:00 p.m. on December 31, 2007 constitutes an Event of
      Default (as defined therein), and the parties hereto acknowledge that such
      Events of Default have occurred under the Promissory Notes; and

     

    D. In
      consideration of (x) the Buyer’s agreeing to waive such Event of Default under
      the Promissory Note dated July 11, 2007, (y) the Buyer’s agreeing to cancel and
      return to the Company those certain warrants to purchase 6,500,000 shares of
      Common Stock issued to Buyer in connection with the purchase of the Promissory
      Notes (the “Warrants”),
      and
      (z) upon certain conditions being met as set forth herein, Buyer’s agreeing to
      purchase 100,000 shares of Common Stock for $2.50 per share on or before July
      14, 2008, the Company and ATG US desire to (i) amend and restate the Promissory
      Note dated July 11, 2007, in substantially the form attached hereto as
Exhibit
      A
      (the
“Amended
      and Restated Promissory
      Note”);
      and
      (ii) issue 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”)
      from
      the Company; all upon the terms and subject to the conditions set forth in
      this
      Agreement; and    

     

    E. Contemporaneously
      with the execution and delivery of this Agreement, the Company and Buyer are
      executing and delivering that certain Amendment No. 1. to Registration Rights
      Agreement, in substantially the form attached hereto as Exhibit
      C
      (the
“Amendment
      No. 1 to Registration Rights Agreement”
and
      collectively with the Amended and Restated Promissory Note, this Agreement,
      and
      each of the other agreements required to be entered into by parties hereto
      in
      connection with the transactions contemplated by this Agreement, the
“Transaction
      Documents”);
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    F. The
      Amended and Restated Promissory Note and the Yield Enhancement Shares are
      collectively referred to herein as the “Securities”;
      and


     

    G. Prior
      to
      or at the Closing (as defined below), the Company and Buyer shall release to
      the
      Buyer $1,500,000 relating to the Promissory Note dated June 15, 2007, currently
      in the escrow account at Wells Fargo Bank, NA in Seattle, Washington (the
“Escrow
      Agent”),
      pursuant to that certain Escrow Agreement among the Company, the Buyer and
      the
      Escrow Agent, dated June 15, 2007 (the “Escrow
      Agreement”)
      which
      shall be deemed a payment of principal amount under such Promissory Note; and
      

     

    H. Due
      to
      the occurrence of the Event of Default as set forth above, as of December 31,
      2007, interest on the Promissory Note dated June 15, 2007 shall begin to accrue
      at the “Default Rate” as set forth in such Promissory Note, and the parties
      hereby agree to extend the Maturity Date of such Promissory Note to December
      31,
      2008. 

     

    NOW,
      THEREFORE,
      the
      Company and Buyer hereby agree as follows:

     

    
      
        
          	1.	
                  AMENDMENT
                    AND RESTATEMENT OF PROMISSORY NOTE AND PURCHASE AND SALE OF YIELD
                    ENHANCEMENT SHARES; SUPPLEMENTAL SHARE PURCHASE.

                


        

      

    

     

    (a) Purchase
      Price.
      Subject
      to and in reliance upon the representations and warranties set forth in
Section
      3
      below,
      and the satisfaction (or waiver) of the conditions set forth in Sections
      6 and 7
      below,
      (i) the Company and ATG US, as applicable, shall deliver to Buyer on the Closing
      Date the Amended and Restated Promissory Note from ATG US; (ii) the Company
      shall issue and sell to Buyer, and Buyer agrees to purchase, 3,500,000 Yield
      Enhancement Shares (the “Yield
      Enhancement Shares”)
      from
      the Company; and (iii) the Buyer shall deliver to the Company the cancelled
      Warrants, each on the Closing Date. The aggregate purchase price of the Amended
      and Restated Promissory Note, the Yield Enhancement Shares and the cancelled
      Warrants shall be equal to $2,500,000 (the “Purchase
      Price”).
      The
      delivery of the Amended and Restated Promissory Note, the purchase and sale
      of
      the Yield Enhancement Shares and the cancellation of the Warrants by Buyer
      and
      the Company (the “Closing”)
      shall
      occur at the offices of Hughes and Luce LLP, 1717 Main Street, Dallas, Texas
      75201 on December 31, 2007 (the “Closing
      Date”)
      at
      6:00 p.m. PST. 

     

    (b) At
      Closing, (i) Buyer shall instruct the Escrow Agent to release the Purchase
      Price
      to the Company for the Amended and Restated Promissory Note, by wire transfer
      of
      immediately available funds in accordance with the Company’s written wire
      instructions; (ii) the Company shall deliver to Buyer (A) the Amended and
      Restated Promissory Note, duly executed on behalf of the Company and registered
      in the name of Buyer or its designee; and (B) a stock certificate representing
      the Yield Enhancement Shares which Buyer is purchasing, duly executed on behalf
      of the Company and registered in the name of Buyer, (iii) Buyer shall deliver
      the Warrants to the Company, and (iv) the Company and Buyer shall amend the
      Promissory Note issued June 15, 2007 to extend the Maturity Date (as defined
      therein) to December 31, 2008.

     

    (c)
       Supplemental
      Share Purchase.
      Subject
      to and in reliance upon the representations and warranties set forth in
Section
      3
      below
      and the satisfaction (or waiver) of the conditions set forth in Sections
      6 and 7
      below,
      each of which shall be “brought down” and reaffirmed by the Buyer, the Company
      and the Subsidiaries on the date of purchase, provided that the Company has
      met
      the conditions set forth on Schedule 1(b), within 10 business days following
      such conditions having been met, Buyer agrees to purchase an additional 100,000
      shares of Common Stock (the “Supplemental Shares”)
      at a
      purchase price of $2.50 per share. The purchase and sale of the Supplemental
      Shares shall occur at the offices of Hughes and Luce LLP, 1717 Main Street,
      Dallas, Texas 75201, consistent with the terms hereof. 

     

    
      
        
        

      

      
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                  2.

                	
                  BUYER’S
                    REPRESENTATIONS AND WARRANTIES.

                


        

      

    

     

    Buyer
      represents and warrants with respect to only itself that:

     

    (a) Organization
      of Buyer.
      Buyer
      is a limited liability company duly formed, validly existing, and in good
      standing under the laws of Delaware.

     

    (b) Authorization
      of Transaction.
      All
      limited liability company action on the part of Buyer that is necessary for
      the
      authorization, execution, delivery and performance by Buyer of the Transaction
      Documents to which it is a party, and the consummation of the transactions
      contemplated herein and therein, has been taken. When executed and delivered
      by
      Buyer, each of the Transaction Documents to which it is a party will constitute
      the legal, valid and binding obligation of Buyer, enforceable against Buyer
      in
      accordance with its terms, except as such obligation may be limited by
      bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights
      generally and by general equitable principles. Buyer has all requisite limited
      liability company power and authority to enter into each of the Transaction
      Documents to which it is a party, and to carry out and perform its obligations
      under the terms hereof and thereof. 

     

    (c) No
      Conflicts.
      The
      execution, delivery and performance by Buyer of the Transaction Documents to
      which it is a party, and the consummation by Buyer of the transactions
      contemplated hereby and thereby, will not (i) result in a violation of Buyer’s
      organizational documents; (ii) conflict with, or constitute a default (or an
      event which with notice or lapse of time or both, would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of, any agreement, indenture or instrument to which Buyer is a
      party; or (iii) result in a violation of any law, rule, regulation, order,
      judgment or decree (including federal and state securities laws) applicable
      to
      Buyer or by which any property or asset of Buyer is bound or
      affected.

     

    (d) Consents.
      All
      consents, approvals, orders and authorizations required on the part of Buyer
      in
      connection with the execution, delivery or performance by Buyer of the
      Transaction Documents to which it is a party and the consummation of the
      transactions contemplated herein by Buyer have been obtained and are effective
      as of the date hereof.

     

    (e) No
      Public Sale or Distribution.
      Buyer
      is acquiring the Securities for its own account and not with a view towards,
      or
      for resale in connection with, the public sale or distribution thereof in a
      manner that would violate the 1933 Act, except pursuant to sales registered
      or
      exempted under the 1933 Act; provided,
      however,
      that by
      making the representations herein, Buyer does not agree to hold any of the
      Securities for any minimum or other specific term, and reserves the right to
      dispose of the Securities at any time in accordance with or pursuant to the
      Registration Rights Agreement, a registration statement or an exemption under
      the 1933 Act.  Buyer is acquiring the Securities hereunder in the ordinary
      course of its business.  Buyer does not presently have any agreement or
      understanding, directly or indirectly, with any Person to distribute any of
      the
      Securities.

     

    (f) Investor
      Status.
      Buyer
      is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
      D. Buyer’s financial condition is such that it is able to bear the risk of
      holding the Securities for an indefinite period of time and the risk of loss
      of
      its entire investment. Buyer has sufficient knowledge and experience in
      financial and business matters and in investing in companies similar to the
      Company so as to be able to evaluate the risks and merits of its investment
      in
      the Company. Buyer fully understands that the Securities are speculative
      investments which involve a high degree of risk of loss of Buyer’s entire
      investment and Buyer is able to bear the economic risks of an investment in
      the
      Company. Buyer is fully informed as to the business conducted by the Company.
      

    


    
      
        
        

      

      
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    (g) Reliance
      on Exemptions.
      Buyer
      understands that the Securities 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 Buyer’s compliance with, the representations, warranties,
      agreements, acknowledgments and understandings of Buyer set forth herein in
      order to determine the availability of such exemptions and the eligibility
      of
      Buyer to acquire the Securities.

     

    (h) Information.
      Buyer
      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 Securities which have been requested by Buyer.  Buyer
      and its advisors, if any, have been afforded the opportunity to ask questions
      of
      the Company.  Buyer 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 Securities.

     

    (i) No
      Governmental Review.
      Buyer
      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 Securities or the fairness or suitability of the investment
      in the Securities, nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.

     

    (j) Transfer
      or Resale.
      Buyer
      may not transfer or offer to transfer the Amended and Restated Promissory Note.
      Buyer understands that except as provided in the Registration Rights Agreement,
      the offer and sale of the Securities have not been and are not being registered
      under the 1933 Act or any state securities laws, and the Securities may not
      be
      offered for sale, sold, assigned or transferred unless (i) the resale of the
      Securities has subsequently been registered thereunder; (ii) Buyer shall have
      delivered to the Company an opinion of counsel, in a generally acceptable form,
      to the effect that such Yield Enhancement Shares to be sold, assigned or
      transferred may be sold, assigned or transferred pursuant to an exemption from
      such registration; or (iii) Buyer provides the Company with reasonable assurance
      that such Securities can be sold, assigned or transferred pursuant to Rule
      144
      or Rule 144A promulgated under the 1933 Act (or, in each case, a successor
      rule
      thereto).

     

    (k) Legends.
      Buyer
      understands that the certificates or other instruments representing the Yield
      Enhancement Shares, until removed in accordance with Section 3(k) of the
      Registration Rights Agreement, and except as set forth below, shall bear any
      legend as required by the “blue sky” laws of any state and a restrictive legend
      in substantially the following form (and a stop-transfer order may be placed
      against transfer of such stock certificates):

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. 
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
      IN
      THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS,
      OR
      (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
      IS
      NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS
      SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  

     

    
      
        
        

      

      
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    The
      legend set forth above shall be removed and the Company shall issue a
      certificate without such legend to the holder of the Securities upon which
      it is
      stamped, if (i) such Yield Enhancement Shares are registered for resale under
      the 1933 Act, and Buyer has complied with Section 3(k) of the Registration
      Rights Agreement; (ii) in connection with a sale, assignment or other transfer,
      such holder provides the Company with an opinion of counsel, in a generally
      acceptable form, to the effect that such sale, assignment or transfer of the
      Securities may be made without registration under the applicable requirements
      of
      the 1933 Act; or (iii) such Securities are sold, assigned or transferred
      pursuant to Rule 144, or such holder provides the Company with reasonable
      assurance that the Securities can be sold, assigned or transferred pursuant
      to
      Rule 144(k).

     

    Buyer
      understands that the Amended and Restated Promissory Note shall bear the
      following restrictive legend:

     

    THIS
      NOTE
      HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, SECTION
      25102(F) OF THE CALIFORNIA CORPORATIONS CODE AND THE REGULATIONS PROMULGATED
      THEREUNDER,
      OR THE
      SECURITIES LAWS OF ANY OTHER STATE. THIS NOTE MAY NOT BE SOLD, PLEDGED,
      HYPOTHECATED OR OTHERWISE TRANSFERRED.

     

    (l) Intentionally
      Omitted.

     

    (m) Affiliations
      with Broker-Dealers.
      Buyer
      is not itself, or is not otherwise an affiliate of, a broker-dealer registered
      pursuant to Section 15 of the Securities Exchange Act of 1934, as amended,
      and
      the rules and regulations adopted by the SEC thereunder (the “Exchange
      Act”);
      provided,
      however,
      that if
      Buyer is itself, or is otherwise an affiliate of, a broker-dealer, then Buyer,
      at the time of purchase of the Securities, did not have any direct or indirect
      agreements or understandings with any Person (as that term is defined in
Section
      3(q)
      of this
      Agreement) to distribute the Amended and Restated Promissory Note or Yield
      Enhancement Shares. For purposes of the preceding sentence, an affiliate of
      a
      broker-dealer is any Person that, directly or indirectly, through one or more
      intermediaries, controls, is controlled by, or is under common control with,
      a
      broker-dealer, and does not include any individuals employed by such
      broker-dealer or its affiliates.

     

    (n) Short
      Sales and Confidentiality Prior to Effective Date.
      During
      the last thirty (30) days prior to the Closing Date, neither Buyer nor any
      affiliate of Buyer, foreign or domestic, has, directly or indirectly, effected
      or agreed to effect any short sale (as defined in Rule 200 of Regulation SHO
      under the Exchange Act), whether or not against the box, established any “put
      equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with
      respect to the Common Stock, borrowed or pre-borrowed any shares of Common
      Stock, or granted any other right (including, without limitation, any put or
      call option) with respect to the Common Stock or with respect to any security
      that includes, relates to or derived any significant part of its value from
      the
      Common Stock or otherwise sought to hedge its position in the Common Stock
      or
      other securities purchased pursuant to this Agreement. Buyer has maintained
      the
      confidentiality of all disclosures made to it in connection with this
      transaction (including the existence and terms of this transaction) other than
      to other Persons that are a party to this Agreement. 

     

    (o) No
      Representations, Guaranties or Warranties.
      Other
      than as set forth herein, there have been no representations, guaranties, or
      warranties made to Buyer by the Company, its Subsidiaries, or its agents or
      employees, or by any other person, expressly or by implication, with respect
      to
      (i) the approximate length of time that Buyer will be required to remain an
      owner of the Securities; (ii) the percentage of profit and/or amount of or
      type
      of consideration, profit, or loss (including, without limitation, tax benefits)
      to be realized, if any, as a result of investment in the Securities; and (iii)
      the possibility that the past performance or experience on the part of any
      officer or director of the Company, or of any other person, might in any way
      indicate the predictable results of operations of the Company, or of ownership
      of the Securities. Buyer knows of no breach of any representation or warranty
      of
      the Company as of the date hereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE COMPANY.

            


    

     

    As
      an
      inducement to Buyer to enter into this Agreement and to consummate the
      transactions contemplated hereby, the Company and its Subsidiaries represent
      and warrant to Buyer that each and all of the following representations and
      warranties made by the Company or the Subsidiaries, where applicable (as
      modified by the disclosure schedules delivered to Buyer contemporaneously with
      the execution and delivery of this Agreement (the “Schedules”)),
      are
      true and correct as of the date of this Agreement.  The Schedules shall be
      arranged by the Company in paragraphs corresponding to the sections and
      subsections contained in this Section
      3.

     

    (a) Organization
      and Qualification.
      The
      Company and each Subsidiary is duly organized and validly existing in good
      standing under the laws of the jurisdiction in which it is formed, and has
      the
      requisite power and authorization to own its properties and to carry on its
      business as now being conducted. The Company and each Subsidiary is duly
      qualified as a foreign entity to do business and is in good standing in every
      jurisdiction in which its ownership of property or the nature of the business
      conducted by it makes such qualification necessary, except to the extent that
      the failure to be so qualified or be in good standing would not have a Material
      Adverse Effect.  As used in this Agreement, “Material
      Adverse Effect”
means
      any material adverse effect on the business, properties, assets, operations,
      results of operations, condition (financial or otherwise) or prospects of the
      Company, taken as whole, or on the transactions contemplated hereby and by
      the
      other Transaction Documents, or on the authority or ability of the Company
      or
      its Subsidiaries to perform its obligations under the Transaction Documents.
      The
      Company has no subsidiaries except those that are a party to this
      Agreement.

     

    (b) Authorization;
      Enforcement; Validity.
      The
      Company and each Subsidiary has the requisite power and authority to enter
      into
      and perform its obligations under the Transaction Documents and to issue the
      Securities in accordance with the terms hereof and thereof. The execution and
      delivery of the Transaction Documents by the Company and each Subsidiary has
      been duly authorized by the board of directors of the Company and each
      Subsidiary, and the consummation by the Company and each Subsidiary of the
      transactions contemplated hereby and thereby, including, without limitation,
      the
      issuance of the Securities, have been duly authorized by the board of directors
      of the Company and (other than the filing with the SEC of a Form D and one
      or
      more Registration Statements in accordance with the requirements of the
      Registration Rights Agreement, and other than filings with  “Blue Sky”
authorities as required therein) no further filing, consent, or authorization
      is
      required by the Company, any Subsidiary or their respective boards of directors
      or stockholders. This Agreement and the other Transaction Documents of even
      date
      herewith have been duly executed and delivered by the Company and each
      Subsidiary, and constitute the legal, valid and binding obligations of the
      Company and each Subsidiary, enforceable against the Company and each Subsidiary
      in accordance with their respective terms, except as such enforceability may
      be
      limited by general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of applicable creditors’ rights and
      remedies.

     

    (c) Issuance
      of Securities.
      The
      issuance of the Securities is duly authorized and free from all taxes, liens
      and
      charges with respect to the issue thereof. Upon issuance on the Closing Date,
      the Yield Enhancement Shares will be validly issued, fully paid and
      nonassessable and free from all preemptive or similar rights, taxes, liens
      and
      charges with respect to the issue thereof, with the holders being entitled
      to
      all rights accorded to a holder of Common Stock. Assuming the accuracy of the
      representations made by Buyer in Section
      2,
      the
      offer and issuance by the Company of the Securities is exempt from registration
      under the 1933 Act.

     

    
      
        
        

      

      
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    (d) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the other Transaction
      Documents by the Company and each Subsidiary and the consummation by the Company
      and each Subsidiary of the transactions contemplated hereby and thereby
      (including, without limitation, the issuance of the Securities) will not (i)
      result in a violation of the Company’s Articles of Incorporation, the Company’s
      Bylaws, or the governing documents of any of the Subsidiaries or the terms
      of
      any capital stock of the Company or any of its Subsidiaries; (ii) conflict
      with,
      or constitute a default (or an event which with notice or lapse of time or
      both,
      would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of, any agreement, indenture or
      instrument to which the Company or any Subsidiary is a party; or (iii) result
      in
      a violation of any law, rule, regulation, order, judgment or decree (including
      federal and state securities laws) applicable to the Company or any of its
      Subsidiaries or by which any property or asset of the Company or any of its
      Subsidiaries is bound or affected.

     

    (e) Consents.
      The
      Company and its Subsidiaries are not required to obtain any consent,
      authorization or order of, or make any filing or registration with, any court,
      governmental agency or any regulatory or self-regulatory agency or any other
      Person in order for it to execute, deliver or perform any of its obligations
      under or contemplated by the Transaction Documents, in each case in accordance
      with the terms hereof or thereof (other than (x) filing with the SEC of a Form
      8-K, Form D and one or more Registration Statements in accordance with the
      requirements of the Registration Rights Agreement, (y) filings with “Blue Sky”
authorities, and (z) filings required by the Security Agreement). All consents,
      authorizations, orders, filings and registrations which the Company and the
      Subsidiaries are required to obtain pursuant to the preceding sentence have
      been
      obtained or effected on or prior to the Closing Date, and the Company and each
      Subsidiary is unaware of any facts or circumstances which might prevent the
      Company and its Subsidiaries from obtaining or effecting any of the
      registrations, applications or filings pursuant to the preceding sentence. 
The Company is not in violation of its reporting requirements under the 1933
      Act
      and has no knowledge of any facts which would reasonably lead to suspension
      of
      the quotation of its Common Stock on the NASD Over-the-Counter Bulletin Board
      (the “OTCBB”)
      in the
      foreseeable future.

     

    (f) Acknowledgment
      Regarding Buyer’s Purchase of Securities.
      The
      Company acknowledges and agrees that Buyer is acting solely in the capacity
      of
      an arm’s length purchaser with respect to this Agreement and the other
      Transaction Documents and the transactions contemplated hereby and thereby
      and
      that Buyer is not an officer or director of the Company or any Subsidiary.
      Company further acknowledges that Buyer not is acting as a financial advisor
      or
      fiduciary of the Company or any Subsidiary (or in any similar capacity) with
      respect to this Agreement and the other Transaction Documents and the
      transactions contemplated hereby and thereby, and any advice given by Buyer
      or
      any of its representatives or agents in connection with this Agreement and
      the
      other Transaction Documents and the transactions contemplated hereby and thereby
      is merely incidental to Buyer’s purchase of the Securities. The Company further
      represents to Buyer that the Company’s and the Subsidiaries’ decisions to enter
      into this Agreement and the other Transaction Documents have been based solely
      on the independent evaluation by the Company, the Subsidiaries and their
      respective representatives. 

     

    (g) No
      Integrated Offering.
      Neither
      the Company, nor its Subsidiaries, nor any of their affiliates or any Person
      acting on their behalf has, directly or indirectly, made any offers or sales
      of
      any security or solicited any offers to buy any security, under circumstances
      that would require registration of any of the Securities under the 1933 Act
      or
      cause this offering of the Securities to be integrated with prior offerings
      by
      the Company for purposes of the 1933 Act or any applicable stockholder approval
      provisions, including, without limitation, under the rules and regulations
      of
      any exchange or automated quotation system on which any of the securities of
      the
      Company are listed or designated. None of the Company, its Subsidiaries, their
      affiliates or any Person acting on their behalf will take any action or steps
      referred to in the preceding sentence that would require registration of any
      of
      the Securities under the 1933 Act or cause the offering of the Securities to
      be
      integrated with other offerings. All
      offers or sales by the Company or its Subsidiaries set forth on Schedule
      3(g)
      hereto
      were made to “accredited investors” (as such term is defined in the 1933 Act) in
      compliance with Rule 506 of the 1933 Act.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (h) U.S.
      Real Property Holding Corporation.
      The
      Company is not, nor has it ever been, a U.S. real property holding corporation
      within the meaning of Section 897 of the Internal Revenue Code of 1986, as
      amended, and the Company will so certify upon the request of Buyer.


     

    (i) Application
      of Takeover Protections; Rights Agreement.
      The
      Company and its Board of Directors have taken all necessary action, if any,
      in
      order to render inapplicable any control share acquisition, business
      combination, poison pill (including any distribution under a rights agreement)
      or other similar anti-takeover provision under the Company’s Articles of
      Incorporation or the laws of the jurisdiction of its formation which is or
      could
      become applicable to Buyer as a result of the transactions contemplated by
      this
      Agreement, including, without limitation, the Company’s issuance of the
      Securities and Buyer’s ownership of the Securities. The Company has not adopted
      a stockholder rights plan or similar arrangement relating to accumulations
      of
      beneficial ownership of Common Stock or a change in control of the
      Company.

     

    (j) SEC
      Documents; Financial Statements.
      The
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the SEC pursuant to the reporting requirements
      of the Exchange Act (all of the foregoing filed prior to the date hereof and
      all
      exhibits included therein and financial statements, notes and schedules thereto
      and documents incorporated by reference therein being hereinafter referred
      to as
      the “SEC
      Documents”).
      As of
      their respective dates, or as subsequently amended, the SEC Documents complied
      in all material respects with the requirements of the Exchange Act and the
      rules
      and regulations of the SEC promulgated thereunder applicable to the SEC
      Documents, and none of the SEC Documents, at the time they were filed with
      the
      SEC, 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 the light of the circumstances under which they were
      made, not misleading.  As of their respective dates, the financial
      statements of the Company included in the SEC Documents, as amended, complied
      as
      to form in all material respects with applicable accounting requirements and
      the
      published rules and regulations of the SEC with respect thereto. Such financial
      statements have been prepared in accordance with generally accepted accounting
      principles, consistently applied, during the periods involved (except (i) as
      may
      be otherwise indicated in such financial statements or the notes thereto; or
      (ii) in the case of unaudited interim statements, to the extent they may exclude
      footnotes or may be condensed or summary statements) and fairly present in
      all
      material respects the financial position of the Company as of the dates thereof
      and the results of its operations and cash flows for the periods then ended
      (subject, in the case of unaudited statements, to normal year-end audit
      adjustments).

     

    (k) Absence
      of Certain Changes.
      Except
      as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended
      September 30, 2007, since September 30, 2007, there has been no material adverse
      change and no material adverse development in the business, assets, properties,
      operations, condition (financial or otherwise), results of operations or
      prospects of the Company or its Subsidiaries. Since September 30, 2007, the
      Company has not (i) declared or paid any dividends; (ii) sold any assets; or
      (iii) had capital expenditures, individually or in the aggregate, in excess
      of
      $100,000, other than in the ordinary course of business. Neither the Company
      nor
      any of its Subsidiaries has taken any steps to seek protection pursuant to
      any
      bankruptcy law, nor does the Company or any of its Subsidiaries have any
      knowledge or reason to believe that its creditors intend to initiate involuntary
      bankruptcy proceedings or any actual knowledge of any fact which would
      reasonably lead a creditor to do so. Neither the Company nor any of its
      Subsidiaries, as of the Closing or Second Tranche Closing, and after giving
      effect to the transactions contemplated hereby to occur at the Closing or Second
      Tranche Closing, will be Insolvent (as defined below). For purposes of this
      Section
      3(k),
      “Insolvent”
means,
      with respect to the Company or any Subsidiary, (i) the present fair saleable
      value of the Company’s or any Subsidiary’s assets is less than the amount
      required to pay the Company’s or any Subsidiary’s total Indebtedness (as defined
      in Section
      3(q)),
      as
      applicable; (ii) the Company or any Subsidiary is unable to pay its debts and
      liabilities, subordinated, contingent or otherwise, as such debts and
      liabilities become absolute and matured; (iii) the Company or any Subsidiary
      intends to incur or believes that it will incur debts that would be beyond
      its
      ability to pay as such debts mature; or (iv) the Company or any Subsidiary
      has
      unreasonably small capital with which to conduct the business in which it is
      engaged as such business is now conducted and is proposed to be
      conducted.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (l) No
      Undisclosed Events, Liabilities, Developments or Circumstances.
      Except
      for the transaction contemplated by the Transaction Documents, no event,
      liability, development or circumstance has occurred or exists, or is
      contemplated to occur with respect to the Company, its Subsidiaries or their
      respective businesses, properties, prospects, operations or financial
      conditions, that would be required to be disclosed by the Company under
      applicable securities laws on a registration statement on Form SB-2, filed
      with
      the SEC, relating to an issuance and sale by the Company of its Common Stock
      and
      which has not been publicly announced.

     

    (m) Conduct
      of Business; Regulatory Permits.
      Neither
      the Company nor its Subsidiaries is in violation of any term of or in default
      under its Articles or Certificates of Incorporation or Bylaws or other governing
      documents. Neither the Company nor any of its Subsidiaries is in violation
      of
      any judgment, decree or order, or any statute, ordinance, rule or regulation
      applicable to the Company or its Subsidiaries. Without limiting the generality
      of the foregoing, the Company has no knowledge of any facts or circumstances
      that would reasonably lead to delisting or suspension of the Common Stock.
      During the one (1) year period prior to the date hereof, (i) trading in the
      Common Stock has not been suspended by the SEC; and (ii) the Company has
      received no communication, written or oral, from the SEC regarding the
      suspension or delisting of the Common Stock. The Company and its Subsidiaries
      possess all certificates, authorizations and permits issued by the appropriate
      regulatory authorities necessary to conduct their respective businesses, and
      during the one (1) year period prior to the date hereof, neither the Company
      nor
      any of its Subsidiaries has received any notice of proceedings relating to
      the
      revocation or modification of any such certificate, authorization or permit.
      

     

    (n) Sarbanes-Oxley
      Act.
      The
      Company is in compliance with any and all applicable requirements of the
      Sarbanes-Oxley Act of 2002, and any and all applicable rules and regulations
      promulgated by the SEC thereunder, except where the failure to be in compliance
      would not have a Material Adverse Effect. 

     

    (o) Transactions
      With Affiliates.
      Except
      as set forth in the SEC Documents filed at least ten days prior to the date
      hereof, none of the officers, directors or employees of the Company or any
      of
      its Subsidiaries is presently a party to any transaction with the Company or
      any
      of its Subsidiaries (other than for ordinary course services as employees,
      officers or directors), including any contract, agreement or other arrangement
      providing for the furnishing of services to or by, providing for rental of
      real
      or personal property to or from, or otherwise requiring payments to or from
      any
      such officer, director or employee or, to the knowledge of the Company or any
      of
      its Subsidiaries, any corporation, partnership, trust or other entity in which
      any such officer, director, or employee has a substantial interest or is an
      officer, director, trustee or partner.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    (p) Equity
      Capitalization.
      As of
      the date hereof, the authorized capital stock of the Company consists of (x)
      200,000,000 shares of Common Stock, of which, as of the date hereof,
      36,013,949 shares
      are issued and outstanding, 7,016,284 shares of the Company’s outstanding shares
      are reserved for issuance pursuant to the Company’s stock option and purchase
      plans listed in Schedule
      3(p),
      and
      803,000 shares are reserved for issuance upon the exercise of warrants subject
      to the warrant agreements listed in Schedule
      3(p)
      and
      (y) 10,000,000 shares of preferred stock, par value $0.0001 per share, of
      which as of the date hereof, zero shares are issued and outstanding. All of
      the
      outstanding shares of the Company have been validly issued and are fully paid
      and nonassessable.  The authorized capital stock of Atlas Technology Group
      Holdings Limited consists of 50,000 shares, of which, as of the date hereof,
      10,000 shares are issued and outstanding and zero shares are issued or reserved
      for issuance pursuant to stock options or warrants. The authorized capital
      stock
      of Atlas Technology Group (NZ) Limited consists of 100 shares, of which, as
      of
      the date hereof, 100 shares are issued and outstanding and zero shares are
      reserved for issuance pursuant to stock options or warrants. The authorized
      capital stock of Atlas Technology Group Limited consists of 50,000 shares,
      of
      which, as of the date hereof, 10,000 shares are issued and outstanding and
      zero
      shares are issued or reserved for issuance pursuant to stock options or
      warrants. The authorized capital stock of ATG US consists of 1,000 shares,
      of
      which, as of the date hereof, 1,000 shares are issued and outstanding and zero
      shares are issued or reserved for issuance pursuant to stock options or
      warrants. The authorized capital stock of Atlas Technology Group Consulting,
      Inc. consists of 1,000 shares, of which, as of the date hereof, 1,000 shares
      are
      issued and outstanding and zero shares are issued or reserved for issuance
      pursuant to stock options or warrants. The authorized capital stock of BLive
      Networks, Inc. consists of 100 shares, of which, as of the date hereof, 100
      shares are issued and outstanding and zero shares are reserved for issuance
      pursuant to stock options or warrants. Except as disclosed in the SEC Documents
      or Schedule
      3(p):
      (i)
      none of the Company’s or its Subsidiaries’ share capital is subject to
      preemptive rights or any other similar rights or any liens or encumbrances
      suffered or permitted by the Company; (ii) there are no outstanding options,
      warrants, scrip, rights to subscribe to, calls or commitments of any character
      whatsoever relating to, or securities or rights convertible into, or exercisable
      or exchangeable for, any share capital of the Company or any Subsidiary, or
      contracts, commitments, understandings or arrangements by which the Company
      or
      any Subsidiary is or may become bound to issue additional share capital of
      the
      Company or any Subsidiary or any options, warrants, scrip, rights to subscribe
      to, calls or commitments of any character whatsoever relating to, or securities
      or rights convertible into, or exercisable or exchangeable for, any share
      capital of the Company or any Subsidiary; (iii) there are no outstanding debt
      securities, notes, credit agreements, credit facilities or other agreements,
      documents or instruments evidencing Indebtedness of the Company or any
      Subsidiary or by which Company or any Subsidiary is or may become bound; (iv)
      there are no financing statements securing obligations in any material amounts,
      either singly or in the aggregate, filed in connection with the Company or
      any
      Subsidiary; (v) there are no agreements or arrangements under which the Company
      or any Subsidiary is obligated to register the sale of any of its securities
      under the 1933 Act (except the Registration Rights Agreement); (vi) there are
      no
      outstanding securities or instruments of the Company or any Subsidiary which
      contain any redemption or similar provisions, and there are no contracts,
      commitments, understandings or arrangements by which the Company or any
      Subsidiary is or may become bound to redeem a security of the Company; (vii)
      there are no securities or instruments containing anti-dilution or similar
      provisions that will be triggered by the issuance of the Securities; (viii)
      the
      Company and its Subsidiaries have no stock appreciation rights or “phantom
      stock” plans or agreements or any similar plan or agreement; and (ix) the
      Company and its Subsidiaries have no liabilities or obligations required to
      be
      disclosed in the SEC Documents but not so disclosed in the SEC Documents, other
      than those incurred in the ordinary course of the Company’s or it Subsidiaries’
businesses. Schedule
      3(p)
      contains
      true, correct and complete copies of (1) the Company’s Articles of
      Incorporation, as amended and as in effect on the date hereof (“the Company’s
      Articles of Incorporation”)
      and
      (2) the Company’s Bylaws, as amended and as in effect on the date hereof
      (“the Company’s Bylaws”).
      

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (q) Indebtedness
      and Other Contracts.
      Except
      as disclosed in the SEC Documents or Schedule
      3(q),
      neither
      the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness;
      (ii) is a party to any contract, agreement or instrument, the violation of
      which, or default under which, by the other party or parties to such contract,
      agreement or instrument would result in a Material Adverse Effect; (iii) is
      in
      violation of any term of or in default under any contract, agreement or
      instrument relating to any Indebtedness; or (iv) is a party to any contract,
      agreement or instrument relating to any Indebtedness, the performance of which,
      in the judgment of the Company’s officers, has or is expected to have a Material
      Adverse Effect, except as otherwise disclosed in Schedule
      3(q).
      For
      purposes of this Agreement: (x) “Indebtedness”
of
      any
      Person means, without duplication, (A) all indebtedness for borrowed money,
      (B)
      all obligations issued, undertaken or assumed as the deferred purchase price
      of
      property or services (including, without limitation, “capital leases” in
      accordance with generally accepted accounting principles) (other than trade
      payables entered into in the ordinary course of business), (C) all reimbursement
      or payment obligations with respect to letters of credit, surety bonds and
      other
      similar instruments, (D) all obligations evidenced by notes, bonds, debentures
      or similar instruments, including obligations so evidenced incurred in
      connection with the acquisition of property, assets or businesses, (E) all
      indebtedness created or arising under any conditional sale or other title
      retention agreement, or incurred as financing, in either case with respect
      to
      any property or assets acquired with the proceeds of such indebtedness (even
      though the rights and remedies of the seller or bank under such agreement in
      the
      event of default are limited to repossession or sale of such property), (F)
      all
      monetary obligations under any leasing or similar arrangement which, in
      connection with generally accepted accounting principles, consistently applied
      for the periods covered thereby, is classified as a capital lease, (G) all
      indebtedness referred to in clauses (A) through (F) above secured by (or for
      which the holder of such Indebtedness has an existing right, contingent or
      otherwise, to be secured by) any mortgage, lien, pledge, charge, security
      interest or other encumbrance upon or in any property or assets (including
      accounts and contract rights) owned by any Person, even though the Person which
      owns such assets or property has not assumed or become liable for the payment
      of
      such indebtedness, and (H) all Contingent Obligations in respect of indebtedness
      or obligations of others of the kinds referred to in clauses (A) through (G)
      above; (y) “Contingent
      Obligation”
means,
      as to any Person, any direct or indirect liability, contingent or otherwise,
      of
      that Person with respect to any indebtedness, lease, dividend or other
      obligation of another Person if the primary purpose or intent of the Person
      incurring such liability, or the primary effect thereof, is to provide assurance
      to the obligee of such liability that such liability will be paid or discharged,
      or that any agreements relating thereto will be complied with, or that the
      holders of such liability will be protected (in whole or in part) against loss
      with respect thereto; and (z) “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

     

    (r) Absence
      of Litigation.
      Except
      as disclosed in the SEC Documents or in writing to Buyer, there is no action,
      suit, proceeding, inquiry or investigation before or by any court, public board,
      government agency (including the SEC), self-regulatory organization or body
      pending or, to the knowledge of the Company, threatened against the Company,
      the
      Common Stock or any of its Subsidiaries or any of the Company’s or its
      Subsidiaries’ officers or directors.

     

    (s) Insurance.
      The
      Company and each of its Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      management of the Company believes to be prudent and customary in the businesses
      in which the Company and its Subsidiaries are engaged. In the past one (1)
      year,
      neither the Company nor any Subsidiary has been refused any insurance coverage
      sought or applied for and neither the Company nor any such Subsidiary has any
      reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business at a cost which
      would not have a Material Adverse Effect.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (t) Employee
      Relations.
      Neither
      Company nor any of its Subsidiaries is a party to any collective bargaining
      agreement or employs any member of a union. Company and its Subsidiaries believe
      that their relations with their employees are good.  No executive officer
      of Company or any of its Subsidiaries has notified Company or any such
      Subsidiary that such officer intends to leave Company or any such Subsidiary
      or
      otherwise terminate such officer’s employment with Company or any such
      Subsidiary. No executive officer of Company or any of its Subsidiaries, to
      the
      knowledge of Company or any such Subsidiary, is in violation of any material
      term of any employment contract, confidentiality, disclosure or proprietary
      information agreement, non-competition agreement, or any other contract or
      agreement or any restrictive covenant. Company and its Subsidiaries are in
      compliance with all federal, state, local and foreign laws and regulations
      respecting labor, employment and employment practices and benefits, terms and
      conditions of employment and wages and hours, except where failure to be in
      compliance would not, either individually or in the aggregate, reasonably be
      expected to result in a Material Adverse Effect. 

     

    (u) Title.
      The
      Company and its Subsidiaries have good and marketable title to all real property
      and good and marketable title to all personal property owned by them which
      is
      material to the business of the Company and its Subsidiaries, in each case
      free
      and clear of all liens, encumbrances and defects except Permitted Liens (as
      such
      term is defined in the Amended and Restated Promissory Note) and such as do
      not
      materially affect the value of such property and do not interfere with the
      use
      made and proposed to be made of such property by the Company and any of its
      Subsidiaries. Any real property and facilities held under lease by the Company
      and any of its Subsidiaries are held by them under valid, subsisting and
      enforceable leases with such exceptions as are not material and do not interfere
      with the use made and proposed to be made of such property and facilities by
      the
      Company and its Subsidiaries.

     

    (v) Intellectual
      Property Rights.
      The
      Company and its Subsidiaries own or possess adequate rights or licenses to
      use
      all trademarks, trade names, service marks, service mark registrations, service
      names, patents, patent rights, copyrights, inventions, licenses, approvals,
      governmental authorizations, trade secrets and other intellectual property
      rights (“Intellectual
      Property Rights”)
      necessary to conduct their respective businesses as now conducted. Neither
      the
      Company’s nor any of its Subsidiaries’ Intellectual Property Rights have expired
      or terminated, or are expected to expire or terminate, within three years from
      the date of this Agreement. The Company has no knowledge of any infringement
      by
      the Company or its Subsidiaries of Intellectual Property Rights of others.
      There
      is no claim, action or proceeding being made or brought, or to the knowledge
      of
      the Company, being threatened, against the Company or its Subsidiaries regarding
      its Intellectual Property Rights. The Company is unaware of any facts or
      circumstances which might give rise to any of the foregoing infringements or
      claims, actions or proceedings. The Company and its Subsidiaries have taken
      reasonable security measures to protect the secrecy, confidentiality and value
      of all of their intellectual properties.

     

    (w) Environmental
      Laws.
      The
      Company and its Subsidiaries (i) are in compliance with any and all
      Environmental Laws (as hereinafter defined); (ii) have received all permits,
      licenses or other approvals required of them under applicable Environmental
      Laws
      to conduct their respective businesses; and (iii) are in compliance with all
      terms and conditions of any such permit, license or approval where, in each
      of
      the foregoing clauses (i), (ii) and (iii), the failure to so comply could be
      reasonably expected to have, individually or in the aggregate, a Material
      Adverse Effect. The term “Environmental
      Laws”
means
      all federal, state, local or foreign laws relating to pollution or protection
      of
      human health or the environment (including, without limitation, ambient air,
      surface water, groundwater, land surface or subsurface strata), including,
      without limitation, laws relating to emissions, discharges, releases or
      threatened releases of chemicals, pollutants, contaminants, or toxic or
      hazardous substances or wastes (collectively, “Hazardous
      Materials”)
      into
      the environment, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Materials, as well as all authorizations, codes, decrees, demands
      or
      demand letters, injunctions, judgments, licenses, notices or notice letters,
      orders, permits, plans or regulations issued, entered, promulgated or approved
      thereunder.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    (x) Subsidiary
      Rights.
      Company
      or one of its Subsidiaries has the unrestricted right to vote, and (subject
      to
      limitations imposed by applicable law) to receive dividends and distributions
      on, all capital securities of its Subsidiaries as owned by Company or such
      Subsidiary.

     

    (y) Investment
      Company.
      Neither
      the Company nor its Subsidiaries is, or is an affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as
      amended.

     

    (z) Tax
      Status.
      The
      Company and each of its Subsidiaries (i) has made or filed all foreign, federal
      and state income and all other tax returns, reports and declarations required
      by
      any jurisdiction to which it is subject; (ii) has paid all taxes and other
      governmental assessments and charges that are material in amount, shown or
      determined to be due on such returns, reports and declarations, except those
      being contested in good faith; and (iii) has set aside on its books provisions
      reasonably adequate for the payment of all taxes for periods subsequent to
      the
      periods to which such returns, reports or declarations apply. There are no
      unpaid taxes in any material amount claimed to be due by the taxing authority
      of
      any jurisdiction, and the officers of the Company know of no basis for any
      such
      claim.

     

    (aa) Internal
      Accounting and Disclosure Controls.
      The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations; (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      generally accepted accounting principles and to maintain asset and liability
      accountability; (iii) access to assets or incurrence of liabilities is permitted
      only in accordance with management’s general or specific authorization; and (iv)
      the recorded accountability for assets and liabilities is compared with the
      existing assets and liabilities at reasonable intervals and appropriate action
      is taken with respect to any difference. The Company maintains disclosure
      controls and procedures (as such term is defined in Rule 13a-15 under the 1934
      Act) that are effective in ensuring that information required to be disclosed
      by
      the Company in the reports that it files or submits under the 1934 Act is
      recorded, processed, summarized and reported, within the time periods specified
      in the rules and forms of the SEC, including, without limitation, controls
      and
      procedures designed to ensure that information required to be disclosed by
      the
      Company in the reports that it files or submits under the 1934 Act is
      accumulated and communicated to the Company ’s management, including its
      principal executive officer or officers and its principal financial officer
      or
      officers, as appropriate, to allow timely decisions regarding required
      disclosure. Except as otherwise disclosed in the SEC Documents, during the
      twelve months prior to the date hereof, neither the Company nor any of its
      Subsidiaries have received any notice or correspondence from any accountant
      relating to any potential material weakness in any part of the system of
      internal accounting controls of the Company or any of its
      Subsidiaries.

     

    (bb) Off
      Balance Sheet Arrangements.
      There
      is no transaction, arrangement, or other relationship between the Company or
      any
      Subsidiary and an unconsolidated or other off balance sheet entity that is
      required to be disclosed by the Company in its Exchange Act filings and is
      not
      so disclosed or that otherwise would be reasonably likely to have a Material
      Adverse Effect.

     

    (cc) Ranking
      of Amended and Restated Promissory Note.
      Except
      as permitted by the Amended and Restated Promissory Note, no Indebtedness of
      the
      Company will rank senior to or pari
      passu
      with the
      Amended and Restated Promissory Note.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    (dd) Transfer
      Taxes.
      On the
      Closing Date, all stock transfer or other taxes (other than income or similar
      taxes) which are required to be paid in connection with the sale and transfer
      of
      the Securities to be sold to Buyer hereunder will be, or will have been, fully
      paid or provided for by the Company and all laws imposing such taxes will be
      or
      will have been complied with.

     

    (ee) Manipulation
      of Price.
      The
      Company has not, and to its knowledge no one acting on its behalf has (i) taken,
      directly or indirectly, any action designed to cause or to result in the
      stabilization or manipulation of the price of any security of the Company to
      facilitate the sale or resale of any of the Securities; (ii) sold, bid for,
      purchased, or paid any compensation for soliciting purchases of, any of the
      Securities (except for customary placement fees payable in connection with
      this
      transaction); or (iii) paid or agreed to pay to any Person any compensation
      for
      soliciting another to purchase any other securities of the Company (except
      for
      customary placement fees payable in connection with this
      transaction).

     

    (ff) Commission
      and Brokers.
      Other
      than the commission paid to Equity Source Partners as set forth on Schedule
      3(ff),
      no
      commission has been charged or shall be payable to any person with respect
      to
      the issuance and sale by the Company to Buyer of the Securities or the
      completion of any other transaction contemplated by this Agreement as a result
      of any action or agreement on the part of Company, and Company has not retained,
      utilized or been represented by any other broker or finder in connection with
      the transactions contemplated by this Agreement. The Company shall be
      responsible for the payment of any placement agent’s fees, financial advisory
      fees, or brokers’ commissions (other than for Persons engaged by Buyer or its
      investment advisor) relating to or arising out of the transactions contemplated
      hereby. The Company shall pay, and hold Buyer harmless against, any liability,
      loss or expense (including, without limitation, attorney’s fees and
      out-of-pocket expenses) arising in connection with any such
      claim. 

     

    (gg) Foreign
      Corrupt Practices.
      Neither
      Company, nor any of its Subsidiaries, nor any director, officer, agent, employee
      or other Person acting on behalf of Company or any of its Subsidiaries has,
      in
      the course of its actions for, or on behalf of, Company or any of its
      Subsidiaries (i) used any corporate funds for any unlawful contribution, gift,
      entertainment or other unlawful expenses relating to political activity; (ii)
      made any direct or indirect unlawful payment to any foreign or domestic
      government official or employee from corporate funds; (iii) violated or is
      in
      violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,
      as
      amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
      kickback or other unlawful payment to any foreign or domestic government
      official or employee.

     

    (hh) No
      General Solicitation; Placement Agent’s Fees.
      Neither
      the Company, nor its Subsidiaries, nor any of its or their affiliates, nor
      any
      Person acting on its or their behalf, has engaged in any form of general
      solicitation or general advertising (within the meaning of Regulation D) in
      connection with the offer or sale of the Securities. The Company shall be
      responsible for the payment of any placement agent’s fees, financial advisory
      fees, or brokers’ commissions (other than for Persons engaged by the Buyer or
      their investment advisors) relating to or arising out of the transactions
      contemplated hereby. The Company shall pay, and hold Buyer harmless against,
      any
      liability, loss or expense (including, without limitation, attorney’s fees and
      out-of-pocket expenses) arising in connection with any such claim.

     

    (ii) Disclosure.
      The
      Company understands and confirms that Buyer will rely on the foregoing
      representations in effecting transactions in securities of the Company. All
      disclosure provided to Buyer, relating to the Company’s business and the
      transactions contemplated hereby, including the Schedules to this Agreement,
      furnished by or on behalf of the Company, is true and correct and does not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary in order to make the statements made therein, in the light of
      the
      circumstances under which they were made, not misleading. The Company knows
      of
      no breach of any representation or warranty of Buyer as of the date
      hereof.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    
      	
              4.

            	
              COVENANTS.

            


    

     

    (a) Commercially
      Reasonable Efforts.
      Each
      party shall use commercially reasonable efforts timely to satisfy each of the
      conditions to be satisfied by it as provided in Sections
      6 and 7
      of this
      Agreement.

     

    (b) Form
      D
      and Blue Sky.
      The
      Company agrees to file a Form D with respect to the Securities as required
      under
      Regulation D and to provide a copy thereof to Buyer promptly after such filing.
      The Company shall, on or before the Closing Date, take such action as the
      Company shall reasonably determine is necessary in order to obtain an exemption
      for, or to qualify the Securities for, sale to Buyer at the Closing pursuant
      to
      this Agreement under applicable securities or “Blue Sky” laws of the states of
      the United States (or to obtain an exemption from such qualification), and
      shall
      provide evidence of any such action so taken to Buyer on or prior to the Closing
      Date. The Company shall make all filings and reports relating to the offer
      and
      sale of the Securities required under applicable securities or “Blue Sky” laws
      of the states of the United States following the Closing Date.

     

    (c) Reporting
      Status.
      Until
      the date on which the Investors (as that term is defined in the Registration
      Rights Agreement) shall have sold all the Yield Enhancement Shares and the
      Amended and Restated Promissory Note is no longer outstanding (the “Reporting
      Period”),
      the
      Company shall file all reports required to be filed with the SEC pursuant to
      the
      Exchange Act, and the Company shall not terminate its status as an issuer
      required to file reports under the Exchange Act even if the Exchange Act or
      the
      rules and regulations thereunder would otherwise permit such termination.


     

    (d) Use
      of
      Proceeds.
      The
      Company will use the proceeds from the sale of the Securities for (1) the fees
      and expenses associated with the sale of the Securities; and (2) general
      corporate purposes. 

     

    (e) Financial
      Information.
      The
      Company agrees to send the following to each Investor during the Reporting
      Period:  (i) unless filed with the SEC through EDGAR and available to the
      public through the EDGAR system, within one business day after the filing
      thereof with the SEC, a copy of all Annual Reports on Form 10-K or 10-KSB,
      any
      interim reports or any consolidated balance sheets, income statements,
      stockholders’ equity statements and/or cash flow statements for any period other
      than annual, any Current Reports on Form 8-K and any registration statements
      (other than on Form S-8) or amendments filed pursuant to the 1933 Act of the
      Company; (ii) on the same day as the release thereof, copies of all press
      releases issued by Company or any of its Subsidiaries; and (iii) copies of
      any
      notices and other information made available or given to the stockholders of
      Company generally, contemporaneously with the making available or giving thereof
      to the stockholders.

     

    (f) Listing.
      To the
      extent the Registrable Securities (as defined in the Registration Rights
      Agreement) are listed upon a national securities exchange or automated quotation
      system that provides for the listing of securities, the Company shall promptly
      secure the listing of all of the Registrable Securities upon each national
      securities exchange and automated quotation system, if any, upon which the
      Common Stock is then listed (subject to official notice of issuance) and shall
      maintain such listing of all Registrable Securities from time to time issuable
      under the terms of the Transaction Documents. The Company shall not take any
      action which would be reasonably expected to result in the delisting or
      suspension of the Common Stock. The Company shall pay all fees and expenses
      in
      connection with satisfying its obligations under this Section
      4(f).
      

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    (g) Fees.
      The
      Company shall reimburse Buyer or its designee(s) for reasonable and documented
      costs and expenses incurred in connection with the transactions contemplated
      by
      the Transaction Documents (including reasonable legal fees and disbursements
      in
      connection therewith, documentation and implementation of the transactions
      contemplated by the Transaction Documents and due diligence in connection
      therewith) up to an amount not to exceed $15,000, which amount shall be withheld
      by Buyer from at the Closing. The Company shall be responsible for the payment
      of, and shall pay, any placement agent’s fees, financial advisory fees, or
      broker’s commissions (other than for Persons engaged by Buyer or its investment
      advisors) relating to or arising out of the transactions contemplated hereby,
      and shall hold Buyer harmless against, any liability, loss or expense
      (including, without limitation, reasonable attorney’s fees and out-of-pocket
      expenses) arising in connection with any claim relating to any such
      payment.

     

    (h) Disclosure
      of Transactions and Other Material Information.
      On or
      before 5:30 p.m., Washington, D.C. time, on the fourth business day following
      the date of this Agreement, the Company shall file a Current Report on Form
      8-K
      describing the terms of the transactions contemplated by the Transaction
      Documents in the form required by the Exchange Act and attaching the material
      Transaction Documents (including, without limitation, this Agreement and the
      form of Amended and Restated Promissory Note) (including all attachments, the
      “8-K
      Filing”).
      Any
      material, non-public information provided by the Company to Buyer in connection
      with this transaction shall be included by the Company within the aforementioned
      8-K Filing. From and after the filing of the 8-K Filing with the SEC, the
      Company represents and acknowledges that Buyer shall not be in possession of
      any
      material, nonpublic information received from the Company or any of its
      Subsidiaries, or any of their respective officers, directors, employees or
      agents, that is not disclosed in the 8-K Filing.  The Company shall not,
      and shall cause each of its Subsidiaries and each of its and their respective
      officers, directors, employees and agents not to, provide Buyer with any
      material, nonpublic information regarding the Company or any of its Subsidiaries
      from and after the filing of the 8-K Filing with the SEC without the express
      written consent of Buyer. In the event of a breach of the foregoing covenant
      by
      the Company, any of its Subsidiaries, or any of its or their respective
      officers, directors, employees or agents, in addition to any other remedy
      provided herein or in the Transaction Documents, Buyer shall, to the extent
      it
      becomes aware of such breach, notify the Company of such breach and the
      material, nonpublic information the receipt of which resulted in such breach.
      Within two business days of receipt of such notice, the Company shall either
      (a)
      deliver a notice to Buyer certifying that such material, non-public information
      has already been publicly disclosed by the Company or (b) make a public
      disclosure, in the form of a press release, public advertisement or otherwise,
      of such material, nonpublic information.  Subject to the foregoing, neither
      the Company, nor its Subsidiaries, nor Buyer shall issue any press releases
      or
      any other public statements with respect to the transactions contemplated
      hereby; provided,
      however,
      that
      the Company shall be entitled, without the prior approval of Buyer, to make
      any
      press release or other public disclosure with respect to such transactions
      (i)
      in substantial conformity with the 8-K Filing and contemporaneously therewith;
      and (ii) as is required by applicable law and regulations (provided that in
      the
      case of clause (i), Buyer shall be consulted by the Company in connection with
      any such press release or other public disclosure prior to its release). Without
      the prior written consent of Buyer (which consent shall not be unreasonably
      withheld, delayed or conditioned), Company shall not disclose the name of Buyer
      or its affiliates in any filing, announcement, release or otherwise except
      in
      the 8-K Filing.

     

    (i) Incurrence
      of Liens.
      So long
      as the Amended and Restated Promissory Note is outstanding, the Company shall
      not, directly or indirectly, allow or suffer to exist any Lien, other than
      Permitted Liens (as defined in the Amended and Restated Promissory Note), upon
      any property or assets (including accounts and contract rights) owned by the
      Company.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    (j) Conduct
      of Business.
      The
      business of the Company and its Subsidiaries shall not be conducted in violation
      of any law, ordinance or regulation of any governmental entity, except where
      such violations would not result, either individually or in the aggregate,
      in a
      Material Adverse Effect.

     

    (k) Allocation
      of Purchase Price for Federal Income Tax Purposes.
      In
      accordance with Treasury regulations Section 1.1273-2(h), the Company shall
      allocate the Purchase Price between the Amended and Restated Promissory Note
      and
      the Yield Enhancement Shares based upon their relative fair market value. In
      making such allocation, the parties hereto shall agree, based upon the advice
      of
      their financial advisors, upon the appropriate methodology to be used for
      determining the relative fair market values of the Amended and Restated
      Promissory Note and the Yield Enhancement Shares. For
      the
      avoidance of doubt, it is the intention of each of the Buyer and the Company
      to
      treat the transactions consummated by this Agreement as a new lending
      arrangement or as significantly modifying the original transaction consummated
      pursuant to the Securities Purchase Agreement.

     

    (l) No
      Short Sales Permitted.
      Beginning on the Closing Date and until such time as the Amended and Restated
      Promissory Note has been fully repaid by the Company, Buyer and its affiliates,
      whether foreign or domestic, will not, directly or indirectly, effect or agree
      to effect any short sale (as defined in Rule 200 of Regulation SHO under the
      Exchange Act), whether or not against the box, establish any “put equivalent
      position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to
      the Common Stock, borrow any shares of Common Stock, or grant any other right
      (including, without limitation, any put or call option) with respect to the
      Common Stock or with respect to any security that includes, relates to or
      derived any significant part of its value from the Common Stock or otherwise
      sought to hedge its position in the Common Stock or other securities purchased
      pursuant to this Agreement. 

     

    (m) Pro
      Rata Participation.
      

     

    (i)  As
      long
      as Buyer holds at least 1,000,000 shares of Common Stock of the Company, the
      Company shall permit Buyer to purchase its pro rata share of New Securities
      (as
      defined below) on terms and conditions that are equal to those offered by the
      Company in a subsequent sale of New Securities after the date of this Agreement.
      Buyer’s pro rata share, for purposes of this Section
      4(m),
      is
      equal to the ratio of (a) the number of shares of Common Stock owned by Buyer
      immediately prior to the issuance of New Securities to (b) the total number
      of
      shares of Common Stock outstanding. Buyer may assign its right of participation
      hereunder to any person to which Buyer may transfer registration rights pursuant
      to the terms of the Registration Rights Agreement. “New
      Securities”
shall
      mean any capital stock of the Company whether now authorized or not, and rights,
      convertible securities, options or warrants to purchase such capital stock,
      and
      securities of any type whatsoever that are, or may become, exercisable or
      convertible into capital stock; provided
      that the
      term “New Securities” does not include: (A) the Yield Enhancement Shares issued
      pursuant to this Agreement; (B) shares of Common Stock and options, warrants
      or
      other rights to purchase Common Stock issued to employees, officers or directors
      of, or consultants or advisors to, the Company or any Subsidiary pursuant to
      restricted stock purchase agreements, stock option plans or similar arrangements
      approved by the Board of Directors; (C) securities issued pursuant to the
      conversion or exercise of any convertible securities, options or warrants
      outstanding as of this date of this Agreement; (D) securities issued pursuant
      to
      a qualified public offering; (E) shares of Common Stock issued or issuable
      pursuant to the acquisition of another corporation or entity by the Company
      by
      merger, purchase of substantially all of the assets or other reorganization
      or
      to a joint venture agreement, provided,
      that
      such issuances are approved by the Board of Directors of the Company; or
      (F) shares of Common Stock issued or issuable to suppliers or third party
      service providers in connection with the provision of goods or services pursuant
      to transactions approved by the Board of Directors of the Company.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    (ii)  In
      the
      event the Company proposes to undertake an issuance of New Securities, it shall
      give Buyer written notice of its intention, describing the type of New
      Securities, and their price and the general terms upon which the Company
      proposes to issue the same. Buyer shall have twenty (20) days after any such
      notice is mailed or delivered to agree to purchase Buyer’s pro rata share of
      such New Securities and to indicate whether such Buyer desires to exercise
      its
      option for the price and upon the terms specified in the notice by giving
      written notice to the Company, stating therein the quantity of New Securities
      to
      be purchased.

     

    (n) Corporate
      Existence.
      So long
      as Buyer beneficially owns any Securities, the Company shall not be party to
      any
      Fundamental Transaction (as defined in the Notes) unless the Company is in
      compliance with the applicable provisions governing Fundamental Transactions
      set
      forth in the Notes.

    


    
      	5.	
              TRANSFER
                AGENT INSTRUCTIONS.

            


    

     

    (a) Registers.
      The
      Company’s transfer agent is Registrar and Transfer Company. The Company’s
      transfer agent maintains a register for the Common Stock in which it records
      the
      name and address of each Person in whose name the Common Stock has been issued,
      and will keep such register open and available at all times during business
      hours for inspection by Buyer or its legal representatives.

     

    (b) Transfer
      Agent Instructions.
      The
      Company shall issue irrevocable instructions to its transfer agent, and any
      subsequent transfer agent, to issue certificates or credit shares to the
      applicable balance accounts at The Depository Trust Company (“DTC”),
      registered in the name of Buyer or its respective nominee(s), for the Yield
      Enhancement Shares in such amounts as specified from time to time by Buyer
      to
      the Company in the form of Exhibit
      G
      attached
      hereto (the “Irrevocable
      Transfer Agent Instructions”).
      The
      Company warrants that no instruction other than the Irrevocable Transfer Agent
      Instructions referred to in this Section
      5(b),
      and
      stop transfer instructions to give effect to Sections
      2(j) and
      2(k)
      hereof,
      will be given by the Company to its transfer agent with respect to the Yield
      Enhancement Shares and that the Yield Enhancement Shares shall otherwise be
      freely transferable (subject to applicable federal and state securities laws)
      on
      the books and records of the Company, as applicable, and to the extent provided
      in this Agreement and the other Transaction Documents.  If Buyer effects a
      sale, assignment or transfer of Yield Enhancement Shares in accordance with
      Sections
      2(j) and 2(k),
      the
      Company shall permit the transfer and shall promptly instruct its transfer
      agent
      to issue one or more certificates or credit shares to the applicable balance
      accounts at DTC in such name and in such denominations as specified by Buyer
      to
      effect such sale, transfer or assignment (subject to applicable federal and
      state securities laws).  In the event that such sale, assignment or
      transfer involves Yield Enhancement Shares sold, assigned or transferred
      pursuant to an effective registration statement or pursuant to Rule 144, the
      transfer agent shall issue such Yield Enhancement Shares to Buyer, assignee
      or
      transferee, as the case may be, without any restrictive legend. The Company
      acknowledges that a breach by it of its obligations hereunder will cause
      irreparable harm to Buyer.  

     

    
      	6.	
              CONDITIONS
                TO THE COMPANY’S OBLIGATIONS.

            


    

     

    (a) The
      obligations of the Company hereunder to issue the Amended and Restated
      Promissory Note and to issue and sell the Yield Enhancement Shares to Buyer
      at
      the Closing is subject to the satisfaction, at or before the Closing Date,
      of
      each of the following conditions, provided that these conditions are for the
      Company’s sole benefit and may be waived by the Company at any time in its sole
      discretion by providing Buyer with prior written notice thereof:

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

    (i) Buyer
      shall have executed each of the Transaction Documents to which it is a party
      and
      delivered the same to the Company.

     

    (ii) Buyer
      shall have instructed the Escrow Agent to deliver to the Company the Purchase
      Price (less the amounts withheld by it pursuant to Section
      4(g))
      by wire
      transfer of immediately available funds pursuant to the wire instructions
      provided by the Company.

     

    (iii) [Reserved].

     

    (iv) The
      representations and warranties of Buyer shall be true and correct in all
      material respects as of the date when made and as of the Closing Date as though
      made at that time (except for representations and warranties that speak as
      of a
      specific date), and Buyer shall have performed, satisfied and complied in all
      material respects with the covenants, agreements and conditions required by
      this
      Agreement to be performed, satisfied or complied with by Buyer at or prior
      to
      the Closing Date. Company shall have received certificates, executed by an
      authorized representative of the Buyer, dated as of the Closing Date, to the
      foregoing effect and as to such other matters as may be reasonably requested
      by
      Buyer, in substantially the form attached hereto as Exhibit
      H.

     

    (b) [Reserved].

     

    
      	7.	
              CONDITIONS
                TO BUYER’S OBLIGATIONS.

            


    

     

    (a) The
      obligation of Buyer hereunder to waive the Event of Default under the Amended
      and Restated Promissory Note, and to purchase the Yield Enhancement Shares
      at
      the Closing, is subject to the satisfaction, at or before the Closing Date,
      of
      each of the following conditions, provided that these conditions are for Buyer’s
      sole benefit and may be waived by Buyer at any time in its sole discretion
      by
      providing the Company with prior written notice thereof:

     

    (i) The
      Company shall have executed and delivered to Buyer (A) each of the Transaction
      Documents, (B) the Amended and Restated Promissory Note, and (C)
      the stock certificates representing the Yield Enhancement Shares being purchased
      by Buyer at the Closing pursuant to this Agreement.

     

    (ii) [Reserved].

     

    (iii) [Reserved].

     

    (iv) [Reserved].

     

    (v) [Reserved].

     

    (vi) The
      Company shall have delivered to Buyer a copy of the Irrevocable Transfer Agent
      Instructions attached hereto as Exhibit
      G,
      which
      instructions shall have been delivered to and acknowledged in writing by the
      Company’s transfer agent.

     

    (vii) The
      Company shall have delivered to Buyer a certificate evidencing the formation
      and
      good standing of the Company and each of its Subsidiaries in such entity’s
      jurisdiction of formation issued by the Secretary of State (or comparable
      office) of such jurisdiction, as of a date reasonably proximate to the Closing
      Date.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    (viii) The
      Company shall have delivered to Buyer a certificate evidencing the Company’s
      qualification as a foreign corporation and good standing issued by the Secretary
      of State (or comparable office) of each jurisdiction in which the Company
      conducts business, as of a date reasonably proximate to Closing
      Date.

     

    (ix) The
      Company shall have delivered to Buyer a certificate evidencing, for each of
      the
      Company’s Subsidiaries, its qualification as a foreign corporation and good
      standing issued by the Secretary of State (or comparable office) of each
      jurisdiction in which such Subsidiary conducts business, as of a date reasonably
      proximate to Closing Date.

     

    (x) [Reserved].

     

    (xi) [Reserved].

     

    (xii) The
      Company shall have delivered to Buyer a certificate, executed by the Secretary
      of the Company and dated as of the Closing Date, in substantially the form
      attached hereto as Exhibit
      M,
      as to
      (A) the resolutions consistent with Section
      3(b)
      as
      adopted by the Company’s Board of Directors, in a form reasonably acceptable to
      Buyer, (B) the Company’s Articles of Incorporation and (C) the Company’s Bylaws,
      each as in effect at the Closing.

     

    (xiii) The
      Company shall have delivered to Buyer certificates, executed by the Secretary
      (or comparable officer or manager) of each of the Company’s Subsidiaries and
      dated as of the Closing Date, substantially in the form attached hereto as
      Exhibit
      M,
      as to
      (A) the resolutions consistent with Section
      3(b)
      as
      adopted by such Subsidiary’s Board of Directors (or other governing body), in a
      form reasonably acceptable to Buyer, (B) such Subsidiary’s Articles of
      Incorporation (or other formation documents) and (C) such Subsidiary’s Bylaws
      (or other operating agreements), each as in effect at the Closing. 

     

    (xiv) The
      representations and warranties of the Company and its Subsidiaries shall be
      true
      and correct as of the date when made and as of the Closing Date as though made
      at that time (except for representations and warranties that speak as of a
      specific date, which shall be true and correct as of such specific date), and
      the Company and its Subsidiaries shall have performed, satisfied and complied
      in
      all respects with the covenants, agreements and conditions required by the
      Transaction Documents to be performed, satisfied or complied with by the Company
      at or prior to the Closing Date.  Buyer shall have received certificates,
      executed by the Chief Executive Officer (or duly authorized officer or director
      for foreign Subsidiaries) of the Company and its Subsidiaries, dated as of
      the
      Closing Date, to the foregoing effect and as to such other matters as may be
      reasonably requested by Buyer, substantially in the form attached hereto as
      Exhibit
      N.

     

    (xv) [Reserved].

     

    (xvi) The
      Company shall have obtained all governmental, regulatory or third party consents
      and approvals, if any, necessary for the sale of the Securities.

     

    (xvii) Each
      of
      the Subsidiaries shall have executed and delivered to Buyer this
      Agreement.

     

    (xviii) [Reserved].

     

    (xix) [Reserved].

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    (xx) [Reserved].

     

    (xxi) [Reserved].

     

    (xxii) [Reserved].

     

    (xxiii) The
      Company shall have delivered to Buyer such other documents relating to the
      transactions contemplated by this Agreement as Buyer or its counsel may
      reasonably request.

     

    (xxiv) There
      is
      a valid exemption under the 1933 Act regarding the offering and sale of the
      Yield Enhancement Shares.

     

    (xxv) [Reserved].

     

    (xxvi) There
      have been no material adverse changes in the business condition (financial
      or
      otherwise), earnings or properties of the Company. 

     

    (xxvii) There
      has
      been no material disruption in the market for Common Stock (including, but
      not
      limited to, a material decrease in the trading price or trading volume of the
      Common Stock) or the U.S. stock markets as a whole.

     

    (b) [Reserved]. 

     

    
      	8.	
              TERMINATION. 
                

            


    

     

    (a) Closing.
      In the
      event that the Closing shall not have occurred with respect to Buyer on or
      before five business days from the date hereof due to the Company’s or Buyer’s
      failure to satisfy the conditions set forth in Sections
      6(a) and 7(a)
      above
      (and the nonbreaching party’s failure to waive such unsatisfied condition(s)),
      the nonbreaching party shall have the option to terminate this Agreement with
      respect to such breaching party at the close of business on such date without
      liability of any party to any other party.

     

    (b) [Reserved].

     

    
      	9.	
              MISCELLANEOUS.

            


    

     

    (a) Governing
      Law; Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal 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. Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in Delaware, for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof to
      such
      party at the address for such notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law.  

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

    

    (b) 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.

     

    (c) Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    (d) Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    (e) Entire
      Agreement; Amendments.
      This
      Agreement and the other Transaction Documents supersede all other prior oral
      or
      written agreements between Buyer, the Company, the Company’s Subsidiaries, and
      their affiliates and Persons acting on their behalf with respect to the matters
      discussed herein, and this Agreement, the other Transaction Documents and the
      instruments referenced herein and therein contain the entire understanding
      of
      the parties with respect to the matters covered herein and therein and, except
      as specifically set forth herein or therein, neither the Company, nor the
      Company’s Subsidiaries, nor Buyer makes any representation, warranty, covenant
      or undertaking with respect to such matters.  No provision of this
      Agreement may be amended other than by an instrument in writing signed by the
      Company and Buyer.  No provision hereof may be waived other than by an
      instrument in writing signed by the party against whom enforcement is
      sought.  No such amendment shall be effective to the extent that it applies
      to less than all of the holders of the applicable Securities then outstanding.
      The Company has not, directly or indirectly, made any agreements with Buyer
      relating to the terms or conditions of the transactions contemplated by the
      Transaction Documents except as set forth in the Transaction Documents. Without
      limiting the foregoing, the Company confirms that, except as set forth in this
      Agreement, Buyer has not made any commitment or promise or has any other
      obligation to provide any financing to the Company or otherwise.

     

    (f) Notices.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided that
      confirmation
      of transmission is mechanically or electronically generated and kept on file
      by
      the sending party); or (iii) one business day after deposit with an overnight
      courier service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    If
      to the
      Company:    Atlas
      Technology Group, Inc.

    2001
      152nd Avenue NE

    Redmond,
      Washington 98052

    Attn:
      Peter B. Jacobson 

    Facsimile:
      (949) 723-0970 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    With
      a
      copy (which shall not constitute notice) sent to:

     

    Hughes
      & Luce, LLP

    1717
      Main
      Street, Suite 2800

    Dallas,
      Texas 75201

    Attn:
      I.
      Bobby Majumder, Partner

    Facsimile:
      (214) 939-5849

     

    If
      to
      Buyer:      West
      Coast Opportunity Fund, LLC

    2151
      Alessandro Drive, Suite 100

    Ventura,
      CA 93001 

    Attn:
      Atticus Lowe, CFA

    Facsimile:
      (805) 648-6488

    


    With
      a
      copy (which shall not constitute notice) sent to:

     

    McDermott
      Will & Emery LLP

    340
      Madison Avenue

    New
      York,
      NY 10173

    Attn:
      Stephen Older, Esq.

    Meir
      A.
      Lewittes, Esq.

    Facsimile:
      (212) 547-5444

    


    or
      to
      such other address and/or facsimile number and/or to the attention of such
      other
      Person as the recipient party has specified by written notice given to each
      other party five days prior to the effectiveness of such change. Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by
      the sender’s facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission or (C) provided
      by an
      overnight courier service shall be rebuttable evidence of personal service,
      receipt by facsimile or receipt from an overnight courier service in accordance
      with clauses (i), (ii) or (iii) above, respectively.

    


    (g) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns. Neither party may assign this Agreement
      without the prior written consent of the other party, provided,
      however,
      that
      Buyer may assign some or all of its rights hereunder in connection with the
      transfer of any of its Securities pursuant to the terms contemplated herein
      without the consent of the Company.

     

    (h) No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    (i) Survival.
      Unless
      this Agreement is terminated under Section
      8,
      the
      representations and warranties of the Company and Buyer contained in
Sections
      2 and 3
      and the
      agreements and covenants set forth in Sections 4,
      5 and 9
      shall
      survive the Closing.

     

    (j) Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    (k) Indemnification.
      Buyer
      agrees to indemnify, defend and hold harmless the Company and its officers,
      directors, Subsidiaries and affiliates from and against all damages, losses,
      costs and expenses (including reasonable attorneys' fees) which Company may
      incur by reason of Buyer’s failure to fulfill any of the terms or conditions of
      this Agreement, or by reason of any breach of the representations and warranties
      made by Buyer herein. The Company hereby agrees to indemnify, defend and hold
      harmless Buyer and its officers, directors, subsidiaries and affiliates from
      and
      against all damages, losses, costs, and expenses (including reasonable
      attorneys' fees) which Buyer may incur by reason of the Company's failure to
      fulfill any of the terms or conditions of this Agreement, or by reason of any
      breach of the representations and warranties made by the Company
      herein.

     

    (l) No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    (m) Remedies.
      Buyer
      and each holder of the Securities shall have all rights and remedies set forth
      in the Transaction Documents and all rights and remedies which such holders
      have
      been granted at any time under any other agreement or contract and all of the
      rights which such holders have under any law. Any Person having any rights
      under
      any provision of this Agreement shall be entitled to enforce such rights
      specifically (without posting a bond or other security), to recover damages
      by
      reason of any breach of any provision of this Agreement and to exercise all
      other rights granted by law.  

     

    (n) Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to Buyer hereunder or
      pursuant to any of the other Transaction Documents or Buyer enforces or
      exercises its rights hereunder or thereunder, and such payment or payments
      or
      the proceeds of such enforcement or exercise or any part thereof are
      subsequently invalidated, declared to be fraudulent or preferential, set aside,
      recovered from, disgorged by or are required to be refunded, repaid or otherwise
      restored to the Company, a trustee, receiver or any other Person under any
      law
      (including, without limitation, any bankruptcy law, foreign, state or federal
      law, common law or equitable cause of action), then to the extent of any such
      restoration, the obligation or part thereof originally intended to be satisfied,
      shall be revived and continued in full force and effect as if such payment
      had
      not been made or such enforcement or setoff had not occurred.

     

    [Signature
      Pages Follow]

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      Buyer,
      the Company and the Subsidiaries have caused their respective signature page
      to
      this Note Amendment and Securities Purchase 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


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	SUBSIDIARIES:
	 	 	 
	 	ATLAS
              TECHNOLOGY GROUP HOLDINGS LIMITED
	 	 	 
	 	By:	/s/
              B.S.P. Marra
	 	Name:	B.S.P.
              Marra
	 	Title: 	Director
              and Chief Financial Officer


    

     

    
      	 	ATLAS
              TECHNOLOGY GROUP (NZ) LIMITED
	 	 	 
	 	By:	/s/
              B.S.P. Marra
	 	Name:	B.S.P.
              Marra
	 	Title:	Director
              and Chief Financial Officer


    

     

    
      
        	 	ATLAS
                TECHNOLOGY GROUP LIMITED 
	 	 	 
	 	By:	 /s/
                B.S.P. Marra
	 	Name:	B.S.P.
                Marra
	 	Title:	Director
                and Chief Financial Officer


      

    

     

    
      	 	ATLAS
              TECHNOLOGY GROUP (US), INC.
	 	 	 
	 	By:	 /s/
              Peter B. Jacobson
	 	Name:	Peter
              B. Jacobson
	 	Title:	President


    

     

    
      	 	
              ATLAS
                TECHNOLOGY GROUP CONSULTING INC.

            
	 	 	 
	 	
              By:

            	/s/
              Michael T. Murphy
	 	Name:
              	Michael
              T. Murphy
	 	Title:	President


    

     

    
      	 	BLIVE
              NETWORKS INC.
	 	 	 
	 	
              By:

            	/s/
              B.S.P. Marra
	 	
              Name:

            	B.S.P.
              Marra
	 	
              Title: 

            	Director
              and Chief Financial Officer


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	BUYER:
	 	 	 
	 	
              WEST
                COAST OPPORTUNITY FUND, LLC

            
	 	 	 
	 	By:	
              /s/
                Atticus Lowe

            
	 	Name:	
              Atticus
                Lowe

            
	 	Title:	Chief
              Investment Officer


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    AMENDED
      AND RESTATED PROMISSORY NOTE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    AMENDMENT
      NO. 1 TO REGISTRATION RIGHTS AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

    


    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    


    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

     

    
      Atlas
        Technology Group, Inc.

      2001
        152nd
        Avenue NE

      Redmond,
        Washington 98052

      


      December
        31, 2007

      


      VIA
        EMAIL

      


      FAUSTO
        RODRIGUEZ,
        Transfer Agent 

      Registrar
        and Transfer Company

      10
        Commerce Drive

      Cranford,
        NJ 07016

      800-866-1340
        ext. 2509

      908-497-2310
        fax

      frodriguez@ftco.com

      


      


      
        	 	
                Re:

              	
                Issuance
                  of a total of 3,500,000 shares of
                  common stock, par value $0.0004 per share (“Common
                  Stock”),
                  of Atlas Technology Group, Inc., a Delaware corporation (the “Company”),
                  to West Coast Opportunity Fund, LLC, a Delaware limited liability
                  corporation (“West
                  Coast”)

              


      

       

      Dear
        Fausto:

      


      Please
        accept this letter as my authorization to you to issue 3,500,000 shares of
        Common Stock of the Company to West Coast as referenced above. You have
        confirmed to me that you have received all other necessary documentation,
        including opinion letter from our counsel, Kirkpatrick & Lockhart Preston
        Gates Ellis LLP, in order to be able to complete the issuance of these
        shares.

      


      

        
          	 	
                  Sincerely,

                
	 	 
	 	
                  /s/
                    Peter B. Jacobson

                
	 	 
	 	
                  Peter
                    B. Jacobson,

                
	 	
                  Chief
                    Executive Officer

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    
      CLOSING
        CERTIFICATE

      


      Reference
        is made to the Note Amendment and Securities Purchase Agreement, dated as
        of
        December 31, 2007 (the “Agreement”),
        by
        and among Atlas Technology Group, inc. (f/k/a Tribeworks, Inc.), a Delaware
        corporation, (the “Company”);
        all
        of its subsidiaries: Atlas Technology Group Holdings Limited, a Malta company
        (“ATG
        Malta”),
        Atlas
        Technology Group (NZ) Limited, a New Zealand company (“ATG
        NZ”),
        Atlas
        Technology Group Limited (f/k/a TakeCareofIT Limited), a Malta company
        (“TakeCareofIT”),
        Atlas
        Technology Group (US), Inc., a Delaware corporation (“ATG
        US”),
        Atlas
        Technology Group Consulting Inc., a Delaware corporation (“ATG
        Consulting”),
        BLive
        Networks Inc., a British Columbia corporation (“BLive”
and
        collectively with ATG Malta, ATG NZ, TakeCarofIT, ATG US and ATG Consulting,
        the
“Subsidiaries”);
        and
        West Coast Opportunity Fund, LLC, a Delaware limited liability company, (the
        “Buyer”).
        Capitalized
        terms used herein that are not otherwise defined have the meanings ascribed
        to
        such terms in the Agreement. This
        Closing Certificate is being delivered to satisfy the Closing Deliveries
        set
        forth in Section 6(a)(iv) of the Agreement.

       

      In
        connection with the Closing under the Agreement, the undersigned on behalf
        of
        the Buyer hereby certifies as follows:

       

      1. All
        representations and warranties of the Buyer contained in the Agreement are
        true
        and correct in all respects as of the Closing.

       

      2. The
        Buyer
        has performed, satisfied and complied in all respects with the covenants,
        agreements and conditions required by the Transaction Documents to be performed,
        satisfied or complied with by the Buyer at or prior to the
        Closing. 

      
 

      


      


      [Remainder
        of this page intentionally left blank.]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the undersigned has executed this certificate to be effective
        as of December 31, 2007.

      


      


      


      
        	 	
                WEST
                  COAST OPPORTUNITY FUND, LLC

              
	 	 	 
	 	
                By:

              	
                /s/
                  Atticus Lowe

              
	 	
                Name:

              	
                Atticus
                  Lowe

              
	 	
                Title:

              	
                Chief
                  Investment Officer

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      I

    


    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

    


    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

    


    [RESERVED]

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L

    


    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M

    


    


    SECRETARY’S
      CERTIFICATE 

     

    OF

     

    ATLAS
      TECHNOLOGY GROUP, INC.

     

    December
      31, 2007

     

    Reference
      is made to that certain Note Amendment & Securities Purchase Agreement (the
“Purchase
      Agreement”),
      dated
      as of December 31, 2007, by and among West Coast Opportunity Fund, LLC, a
      Delaware limited liability company (the “Buyer”),
      Atlas
      Technology Group, Inc., f/k/a Tribeworks, Inc., a Delaware corporation (the
      “Company”),
      and
      all of the Company’s subsidiaries: Atlas Technology Group Holdings Limited, a
      Malta company, Atlas Technology Group (NZ) Limited, a New Zealand company,
      Atlas
      Technology Group Limited, f/k/a TakeCareofIT Limited, a Malta company, Atlas
      Technology Group (US), Inc., a Delaware corporation (“ATG
      US”),
      Atlas
      Technology Group Consulting, Inc., a Delaware corporation, and BLive Networks,
      Inc., a British Columbia corporation (collectively, the “Subsidiaries”).
      Capitalized
      terms used in this Certificate that are not otherwise defined have the meanings
      ascribed to such terms in the Agreement. This Secretary’s Certificate is being
      delivered to satisfy the conditions precedent set forth in Section 7(A)(xii)
      of
      the Purchase Agreement.

     

    I,
      B.S.P.
      Marra, hereby certify to Buyer, on behalf of the Company, that I am the
      Secretary of the Company. I further certify to Buyer, on behalf of the Company,
      that:

     

    (a) Attached
      hereto as Exhibit
      A
      is a
      true and complete copy of the Articles of Incorporation of the Company, and
      all
      amendments thereto as in effect on the date hereof.

     

    (b) Attached
      hereto as Exhibit
      B
      is a
      true and complete copy of the Bylaws of the Company in effect on the date
      hereof.

     

    (c) Attached
      hereto as Exhibit
      C
      is a
      true and complete copy of the Resolutions of the Board of Directors of the
      Company approving the Agreement, the related documents, all other agreements
      and
      documents contemplated thereby and the consummation of the transactions
      contemplated thereby.

     

    (d) Attached
      hereto as Exhibit
      D
      is a
      true and complete copy of the Certificate of Existence and Good Standing of
      the
      Company.

     

    (e) The
      persons listed below are duly qualified and acting officers of the Company,
      have
      been authorized to sign on behalf of the Company, and as of the date hereof,
      hold the offices specified with the Company, and the signature set forth beside
      each person’s name is the true signature of that person.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Name:

               

            	
              Title:

               

            	
              Signature:

               

            
	
              Peter
                B. Jacobson

            	
              Chief
                Executive Officer

            	
              /s/
                Peter B. Jacobson

            
	 	 	 
	
              B.S.P.
                Marra

            	
              Secretary

            	
              /s/
                B.S.P. Marra

            


    

     

    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, I have hereunto signed my name on behalf of the Company, as
      of
      the date first set forth above.

     

    
      	 	 	 
	 	
              ATLAS
                TECHNOLOGY GROUP, INC.

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                B.S.P. Marra

            
	 	
               

              Name: 

            	
              
B.S.P.
              Marra
	 	Title: 	Secretary


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

    


    ARTICLES
      OF INCORPORATION

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

    


    BYLAWS

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      C

    


    RESOLUTIONS

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D

    


    CERTIFICATES
      OF EXISTENCE AND GOOD STANDING

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SECRETARY’S
      CERTIFICATE 

     

    OF

     

    ATLAS
      TECHNOLOGY GROUP (US), INC.

     

    December
      31, 2007

     

    Reference
      is made to that certain Note Amendment & Securities Purchase Agreement (the
“Purchase
      Agreement”),
      dated
      as of December 31, 2007, by and among West Coast Opportunity Fund, LLC, a
      Delaware limited liability company (the “Buyer”),
      Atlas
      Technology Group, Inc., f/k/a Tribeworks, Inc., a Delaware corporation
      (“Atlas”),
      and
      all of Atlas’ subsidiaries: Atlas Technology Group Holdings Limited, a Malta
      company, Atlas Technology Group (NZ) Limited, a New Zealand company, Atlas
      Technology Group Limited, f/k/a TakeCareofIT Limited, a Malta company, Atlas
      Technology Group (US), Inc., a Delaware corporation (the “Company”),
      Atlas
      Technology Group Consulting, Inc., a Delaware corporation, and BLive Networks,
      Inc., a British Columbia corporation (collectively, the “Subsidiaries”).
      Capitalized
      terms used in this Certificate that are not otherwise defined have the meanings
      ascribed to such terms in the Agreement. This Secretary’s Certificate is being
      delivered to satisfy the conditions precedent set forth in Section 7(a)(xii)
      of
      the Purchase Agreement.

     

    I,
      Peter
      B. Jacobson, hereby certify to Buyer, on behalf of the Company, that I am the
      Secretary of the Company. I further certify to Buyer, on behalf of the Company,
      that:

     

    (a) Attached
      hereto as Exhibit
      A
      is a
      true and complete copy of the Articles of Incorporation of the Company, and
      all
      amendments thereto as in effect on the date hereof.

     

    (b) Attached
      hereto as Exhibit
      B
      is a
      true and complete copy of the Bylaws of the Company in effect on the date
      hereof.

     

    (c) Attached
      hereto as Exhibit
      C
      is a
      true and complete copy of the Certificate of Existence and Good Standing of
      the
      Company.

     

    (d) The
      persons listed below are duly qualified and acting officers of the Company,
      have
      been authorized to sign on behalf of the Company, and as of the date hereof,
      hold the offices specified with the Company, and the signature set forth beside
      each person’s name is the true signature of that person.

    
      


       

      
        	
                Name:

                 

              	
                Title:

                 

              	
                Signature:

                 

              
	
                Peter
                  B. Jacobson

                 

              	
                Chief
                  Executive Officer and

                Secretary

              	
                 

                /s/
                  Peter B. Jacobson

              
	 	 	 
	
                B.S.P.
                  Marra

              	
                Chief
                  Financial Officer

              	
                /s/
                  B.S.P. Marra

              


      

       

    

    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, I have hereunto signed my name on behalf of the Company, as
      of
      the date first set forth above.

     

    
      
        	 	 	 
	 	
                ATLAS
                  TECHNOLOGY GROUP (US), INC.

              
	 
 	 
 	 
 
	
              	By:  	/s/ Peter
                B.
                Jacobson
	 	
                 

                Name: 

              	
                
Peter
                B. Jacobson
	 	Title: 	Secretary


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    EXHIBIT
      A

    


    ARTICLES
      OF INCORPORATION

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

    


    BYLAWS

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      C

    


    CERTIFICATE
      OF EXISTENCE AND GOOD STANDING

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      SECRETARY’S
        CERTIFICATE 

       

      OF

       

      ATLAS
        TECHNOLOGY GROUP CONSULTING, INC.

       

      December
        31, 2007

       

      Reference
        is made to that certain Note Amendment & Securities Purchase Agreement (the
“Purchase
        Agreement”),
        dated
        as of December 31, 2007, by and among West Coast Opportunity Fund, LLC, a
        Delaware limited liability company (the “Buyer”),
        Atlas
        Technology Group, Inc., f/k/a Tribeworks, Inc., a Delaware corporation
        (“Atlas”),
        and
        all of Atlas’ subsidiaries: Atlas Technology Group Holdings Limited, a Malta
        company, Atlas Technology Group (NZ) Limited, a New Zealand company, Atlas
        Technology Group Limited, f/k/a TakeCareofIT Limited, a Malta company, Atlas
        Technology Group (US), Inc., a Delaware corporation, Atlas Technology Group
        Consulting, Inc., a Delaware corporation (the “Company”),
        and
        BLive Networks, Inc., a British Columbia corporation (collectively, the
“Subsidiaries”).
        Capitalized
        terms used in this Certificate that are not otherwise defined have the meanings
        ascribed to such terms in the Agreement. This Secretary’s Certificate is being
        delivered to satisfy the conditions precedent set forth in Section 7(a)(xii)
        of
        the Purchase Agreement.

       

      I,
        B.S.P.
        Marra, hereby certify to Buyer, on behalf of the Company, that I am the
        Secretary of the Company. I further certify to Buyer, on behalf of the Company,
        that:

       

      (a) Attached
        hereto as Exhibit
        A
        is a
        true and complete copy of the Articles of Incorporation of the Company, and
        all
        amendments thereto as in effect on the date hereof.

       

      (b) Attached
        hereto as Exhibit
        B
        is a
        true and complete copy of the Bylaws of the Company in effect on the date
        hereof.

       

      (c) Attached
        hereto as Exhibit
        C
        is a
        true and complete copy of the Certificate of Existence and Good Standing
        of the
        Company.

       

      (d) The
        persons listed below are duly qualified and acting officers of the Company,
        have
        been authorized to sign on behalf of the Company, and as of the date hereof,
        hold the offices specified with the Company, and the signature set forth
        beside
        each person’s name is the true signature of that person.

       

      
        	
                Name:

                 

              	
                Title:

                 

              	
                Signature:

                 

              
	
                Michael
                  T. Murphy

              	
                President
                  and Chief Executive Officer 

              	
                /s/
                  Michael T. Murphy

              
	 	 	 
	
                B.S.P.
                  Marra

              	
                Secretary

              	
                /s/
                  B.S.P. Marra

              


      

      


      [THE
        REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, I have hereunto signed my name on behalf of the Company,
        as of
        the date first set forth above.

      


      
         

        
          	 	 	 
	 	
                  ATLAS
                    TECHNOLOGY GROUP CONSULTING, INC.

                
	 
 	 
 	 
 
	
                	By:  	/s/
                  B.S.P.
                  Marra
	 	
                   

                  Name: 

                	
                  
B.S.P.
                  Marra
	 	Title: 	Secretary


        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

      EXHIBIT
        A

      


      ARTICLES
        OF INCORPORATION


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      BYLAWS


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      CERTIFICATE
        OF EXISTENCE AND GOOD STANDING


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        DIRECTOR’S
          CERTIFICATE 

         

        OF

         

        ATLAS
          TECHNOLOGY GROUP HOLDINGS LIMITED

         

        December
          31, 2007

         

        Reference
          is made to that certain Note Amendment & Securities Purchase Agreement (the
“Purchase
          Agreement”),
          dated
          as of December 31, 2007, by and among West Coast Opportunity Fund, LLC,
          a
          Delaware limited liability company (the “Buyer”),
          Atlas
          Technology Group, Inc., f/k/a Tribeworks, Inc., a Delaware corporation
          (“Atlas”),
          and
          all of Atlas’ subsidiaries: Atlas Technology Group Holdings Limited, a Malta
          company (the “Company”),
          Atlas
          Technology Group (NZ) Limited, a New Zealand company, Atlas Technology
          Group
          Limited, f/k/a TakeCareofIT Limited, a Malta company, Atlas Technology
          Group
          (US), Inc., a Delaware corporation (“ATG
          US”),
          Atlas
          Technology Group Consulting, Inc., a Delaware corporation, and BLive Networks,
          Inc., a British Columbia corporation (collectively, the “Subsidiaries”).
          Capitalized
          terms used in this Certificate that are not otherwise defined have the
          meanings
          ascribed to such terms in the Agreement. This Secretary’s Certificate is being
          delivered to satisfy the conditions precedent set forth in Section 7(a)(xii)
          of
          the Purchase Agreement.

         

        I,
          B.S.P.
          Marra, hereby certify to Buyer, on behalf of the Company, that I am the
          duly
          elected and appointed Director of the Company. I further certify to Buyer,
          on
          behalf of the Company, that:

         

        (a) Attached
          hereto as Exhibit
          A
          is a
          true and complete copy of the Memorandum of Association of the Company,
          and all
          amendments thereto as in effect on the date hereof.

         

        (b) Attached
          hereto as Exhibit
          B
          is a
          true and complete copy of the Certificate of Existence and Good Standing
          of the
          Company.

         

        [THE
          REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. 

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, I have hereunto signed my name on behalf of the Company,
          as of
          the date first set forth above.

         

        
          
            	 	 	 
	 	
                    ATLAS
                      TECHNOLOGY GROUP HOLDINGS LIMITED

                  
	 
 	 
 	 
 
	
                  	By:  	/s/
                    B.S.P.
                    Marra
	 	
                     

                    Name: 

                  	
                    
B.S.P.
                    Marra
	 	Title: 	Director


          

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

           

        

        EXHIBIT
          A

        


        MEMORANDUM
          OF ASSOCIATION


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

        


        CERTIFICATE
          OF EXISTENCE AND GOOD STANDING


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DIRECTOR’S
          CERTIFICATE 

         

        OF

         

        ATLAS
          TECHNOLOGY GROUP (NZ) LIMITED

         

        December
          31, 2007

         

        Reference
          is made to that certain Note Amendment & Securities Purchase Agreement (the
“Purchase
          Agreement”),
          dated
          as of December 31, 2007, by and among West Coast Opportunity Fund, LLC,
          a
          Delaware limited liability company (the “Buyer”),
          Atlas
          Technology Group, Inc., f/k/a Tribeworks, Inc., a Delaware corporation
          (“Atlas”),
          and
          all of Atlas’ subsidiaries: Atlas Technology Group Holdings Limited, a Malta
          company, Atlas Technology Group (NZ) Limited, a New Zealand company (the
          “Company”),
          Atlas
          Technology Group Limited, f/k/a TakeCareofIT Limited, a Malta company,
          Atlas
          Technology Group (US), Inc., a Delaware corporation (“ATG
          US”),
          Atlas
          Technology Group Consulting, Inc., a Delaware corporation, and BLive Networks,
          Inc., a British Columbia corporation (collectively, the “Subsidiaries”).
          Capitalized
          terms used in this Certificate that are not otherwise defined have the
          meanings
          ascribed to such terms in the Agreement. This Director’s Certificate is being
          delivered to satisfy the conditions precedent set forth in Section 7(a)(xii)
          of
          the Purchase Agreement.

         

        I,
          B.S.P.
          Marra, hereby certify to Buyer, on behalf of the Company, that I am the
          duly
          elected and appointed Director of the Company. I further certify to Buyer,
          on
          behalf of the Company, that:

         

        (a) Attached
          hereto as Exhibit
          A
          is a
          true and complete copy of the Certificate of Incorporation of the Company,
          and
          all amendments thereto as in effect on the date hereof.

         

        (b) Attached
          hereto as Exhibit
          B
          is a
          true and complete copy of the Certificate of Existence and Good Standing
          of the
          Company.

         

        


        [THE
          REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. 


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, I have hereunto signed my name on behalf of the Company,
          as of
          the date first set forth above.

         

        
          
            
              	 	 	 
	 	
                      ATLAS
                        TECHNOLOGY GROUP (NZ) LIMITED

                    
	 
 	 
 	 
 
	
                    	By:  	/s/
                      B.S.P.
                      Marra
	 	
                       

                      Name: 

                    	
                      
B.S.P.
                      Marra
	 	Title: 	Director


            

            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

             

          

        

        EXHIBIT
          A

        


        CERTIFICATE
          OF INCORPORATION


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

        


        CERTIFICATE
          OF EXISTENCE AND GOOD STANDING


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DIRECTOR’S
          CERTIFICATE 

         

        OF

         

        ATLAS
          TECHNOLOGY GROUP LIMITED

         

        December
          31, 2007

         

        Reference
          is made to that certain Note Amendment & Securities Purchase Agreement (the
“Purchase
          Agreement”),
          dated
          as of December 31, 2007, by and among West Coast Opportunity Fund, LLC,
          a
          Delaware limited liability company (the “Buyer”),
          Atlas
          Technology Group, Inc., f/k/a Tribeworks, Inc., a Delaware corporation
          (“Atlas”),
          and
          all of Atlas’ subsidiaries: Atlas Technology Group Holdings Limited, a Malta
          company, Atlas Technology Group (NZ) Limited, a New Zealand company, Atlas
          Technology Group Limited, f/k/a TakeCareofIT Limited, a Malta company (the
          “Company”),
          Atlas
          Technology Group (US), Inc., a Delaware corporation (“ATG
          US”),
          Atlas
          Technology Group Consulting, Inc., a Delaware corporation, and BLive Networks,
          Inc., a British Columbia corporation (collectively, the “Subsidiaries”).
          Capitalized
          terms used in this Certificate that are not otherwise defined have the
          meanings
          ascribed to such terms in the Agreement. This Certificate is being delivered
          to
          satisfy the conditions precedent set forth in Section 7(a)(xii) of the
          Purchase
          Agreement.

         

        I,
          B.S.P.
          Marra, hereby certify to Buyer, on behalf of the Company, that I am the
          duly
          elected and appointed Director of the Company. I further certify to Buyer,
          on
          behalf of the Company, that:

         

        (a) Attached
          hereto as Exhibit
          A
          is a
          true and complete copy of the Memorandum of Association of the Company,
          and all
          amendments thereto as in effect on the date hereof.

         

        (b) Attached
          hereto as Exhibit
          B
          is a
          true and complete copy of the Certificate of Existence and Good Standing
          of the
          Company.

         

        [THE
          REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. 


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, I have hereunto signed my name on behalf of the Company,
          as of
          the date first set forth above.

        
           

          
            
              
                	 	 	 
	 	
                        ATLAS
                          TECHNOLOGY GROUP LIMITED

                      
	 
 	 
 	 
 
	
                      	By:  	/s/
                        B.S.P.
                        Marra
	 	
                         

                        Name: 

                      	
                        
B.S.P.
                        Marra
	 	Title: 	Director


              

               

            

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

        


        MEMORANDUM
          OF ASSOCIATION


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

        


        CERTIFICATE
          OF EXISTENCE AND GOOD STANDING


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        

          OFFICER’S
            CERTIFICATE 

           

          OF

           

          BLIVE
            NETWORKS, INC.

           

          December
            31, 2007

           

          Reference
            is made to that certain Note Amendment & Securities Purchase Agreement (the
“Purchase
            Agreement”),
            dated
            as of December 31, 2007, by and among West Coast Opportunity Fund, LLC,
            a
            Delaware limited liability company (the “Buyer”),
            Atlas
            Technology Group, Inc., f/k/a Tribeworks, Inc., a Delaware corporation
            (“Atlas”),
            and
            all of Atlas’ subsidiaries: Atlas Technology Group Holdings Limited, a Malta
            company, Atlas Technology Group (NZ) Limited, a New Zealand company,
            Atlas
            Technology Group Limited, f/k/a TakeCareofIT Limited, a Malta company,
            Atlas
            Technology Group (US), Inc., a Delaware corporation, Atlas Technology
            Group
            Consulting, Inc., a Delaware corporation, and BLive Networks, Inc., a
            British
            Columbia corporation (the “Company”)
            (collectively, the “Subsidiaries”).
             Capitalized
            terms used in this Certificate that are not otherwise defined have the
            meanings
            ascribed to such terms in the Agreement. This Officer’s Certificate is being
            delivered to satisfy the conditions precedent set forth in Section 7(a)(xii)
            of
            the Purchase Agreement.

           

          I,
            B.S.P.
            Marra, hereby certify to Buyer, on behalf of the Company, that I am the
            duly
            elected and appointed Officer of the Company. I further certify to Buyer,
            on
            behalf of the Company, that:

           

          (a) Attached
            hereto as Exhibit
            A
            is a
            true and complete copy of the Articles of the Company in effect on the
            date
            hereof.

           

          (b) Attached
            hereto as Exhibit
            B
            is a
            true and complete copy of the Certificate of Existence and Good Standing
            of the
            Company.

           

          [THE
            REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. 


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, I have hereunto signed my name on behalf of the Company,
            as of
            the date first set forth above.

          


          
            
               

              
                
                  
                    	 	 	 
	 	
                            BLIVE
                              NETWORKS, INC.

                          
	 
 	 
 	 
 
	
                          	By:  	/s/
                            B.S.P.
                            Marra
	 	
                             

                            Name: 

                          	
                            
B.S.P.
                            Marra
	 	Title: 	Officer


                  

                

              

            

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          EXHIBIT
            A

          


          ARTICLES


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          EXHIBIT
            B

          


          CERTIFICATE
            OF EXISTENCE AND GOOD STANDING


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

    

    EXHIBIT
      N

     

    
      CLOSING
        CERTIFICATE

      


      Reference
        is made to the Note Amendment and Securities Purchase Agreement, dated as
        of
        December 31, 2007 (the “Agreement”),
        by
        and among Atlas Technology Group, inc. (f/k/a Tribeworks, Inc.), a Delaware
        corporation, (the “Company”),
        all
        of the Company’s subsidiaries: Atlas Technology Group Holdings Limited, a Malta
        company, Atlas Technology Group (NZ) Limited, a New Zealand company, Atlas
        Technology Group Limited (f/k/a TakeCareofIT Limited), a Malta company, Atlas
        Technology Group (US), Inc., a Delaware corporation, Atlas Technology Group
        Consulting Inc., a Delaware corporation, and BLive Networks Inc., a British
        Columbia corporation (collectively, the “Subsidiaries”),
        and
        West Coast Opportunity Fund, LLC, a Delaware limited liability company, (the
        “Buyer”).
        Capitalized
        terms used herein that are not otherwise defined have the meanings ascribed
        to
        such terms in the Agreement. This
        Closing Certificate is being delivered to satisfy the Closing Deliveries
        set
        forth in Section 7(a)(xiv) of the Agreement.

       

      In
        connection with the Closing under the Agreement, the undersigned on behalf
        of
        the Buyer hereby certifies as follows:

       

      1. All
        representations and warranties of the Company and its Subsidiaries contained
        in
        the Agreement are true and correct in all respects as of the Closing
        Date.

       

      2. The
        Company has performed, satisfied and complied in all respects with the
        covenants, agreements and conditions required by the Transaction Documents
        to be
        performed, satisfied or complied with by the Buyer at or prior to the
        Closing. 

       

      3. The
        Buyer
        has received certificates, executed by the Chief Executive Officer (or duly
        authorized officer or director for foreign Subsidiaries) of the Company and
        its
        Subsidiaries, dated as of the Closing Date, certifying those matters required
        to
        be certified under the Agreement and such other matters as reasonably requested
        by the Buyer.

       

      


       

      


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      IN
        WITNESS WHEREOF, the undersigned has executed this certificate to be effective
        as of December 31, 2007.

      
 

      
        	 	
                ATLAS
                  TECHNOLOGY GROUP, INC.

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Peter B. Jacobson

              	 
	 	
                Name:

              	
                Peter
                  B. Jacobson

              	 
	 	
                Title:

              	
                Chief
                  Executive Officer

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      O

    


    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P

    


    [RESERVED]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

    


    [RESERVED]