THE
      OFFER AND SALE OF THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      OR UNDER THE SECURITIES LAWS OF ANY STATE AND THIS NOTE MAY NOT BE SOLD,
      ASSIGNED, TRANSFERRED
      OR OTHERWISE CONVEYED.

     

    SENIOR
      SECURED NON-CONVERTIBLE PROMISSORY
      NOTE

     

    
      
        	 $2,500,000.00	
                 Issuance
                  Date: July 11,
                  2007

              


      

    

     

    FOR
      VALUE
      RECEIVED, the undersigned, Atlas Technology Group (US), Inc., a Delaware
      corporation, (hereinafter
      referred to as the “Maker”),
      a
      wholly owned subsidiary of Tribeworks, Inc, a Delaware corporation (the
“Company”),
      promises to pay to the order of West Coast Opportunity Fund, LLC, a Delaware
      limited liability company (“Holder”),
      at
      2151 Alessandro Drive, Suite 100, Ventura, CA 93001, the
      principal amount of Two Million, Five Hundred Thousand and NO/100 DOLLARS
      ($2,500,000.00) (the “Principal”)
      when
      due, upon the Maturity Date (as defined below), acceleration or otherwise (in
      each case in accordance with the terms hereof) together with interest
      (“Interest”)
      at a
      rate equal to five percent (5%) per annum (based on a 365-day year and charged
      on the basis of actual days elapsed, the “Interest
      Rate”)
      from
      the date set out above as the Issuance Date (the “Issuance
      Date”)
      until
      the same becomes due and payable, whether upon the Maturity Date, acceleration
      or otherwise (in each case in accordance with the terms hereof). This Note
      may
      not be sold, assigned, transferred or otherwise conveyed by the Holder. Certain
      capitalized terms used herein are defined in Section 16. 

     

    1. Payments
      of Principal.
      On the
      Maturity Date, the Maker shall pay to the Holder the unpaid Principal of this
      Promissory Note (this “Note”),
      together with accrued and unpaid Interest. The “Maturity
      Date”
shall
      be November 30, 2008, or (a) such earlier date as may be accelerated by the
      Maker in accordance with the terms hereof, or (b) such later date as may be
      extended at the option of the Holder in the event that, and for so long as,
      an
      Event of Default (as defined below) shall have occurred and be continuing or
      any
      event shall have occurred and be continuing which with the passage of time
      and
      the failure to cure would result in an Event of Default.

     

    2. Interest;
      Interest Rate.
      Interest on this Note shall commence accruing on the Issuance Date and shall
      be
      payable in arrears for each Payment Period on the first day of the succeeding
      Payment Period during the period beginning on the Issuance Date and ending
      on,
      and including, the Maturity Date (each, an “Interest
      Date”).
      Interest shall be payable on each Interest Date to the Holder. Interest accrues
      at the Interest Rate on all outstanding unpaid Principal owed under this Note
      and all accrued Interest is payable on each Interest Date. Upon the occurrence
      and during the continuance of an Event of Default, the Interest Rate shall
      be
      increased to seven and one-half percent (7.5%) (the “Default
      Rate”).
      In
      the event that such Event of Default is subsequently cured, the adjustment
      referred to in the preceding sentence shall cease to be effective as of the
      date
      of such cure; provided that the Interest as calculated and unpaid at such
      increased rate during the continuance of such Event of Default shall continue
      to
      apply to the extent relating to the days after the occurrence of such Event
      of
      Default through and including the date of cure of such Event of
      Default.

     

    
      
        
        

        
        

      

      
        
          PROMISSORY
            NOTE - Page 1

        

        
          

        

      

      
        
        

      

    

    3. Acceleration
      of Payment by the Maker.
      The
      Maker may, from time to time, prepay all or any portion of the Principal or
      Interest of this Note to the Holder without premium or penalty, provided that
      the Maker provide the Holder with ten (10) days notice prior to such
      prepayment.

     

    4. Rights
      Upon Events of Default.
      

     

    (a)  Event
      of Default.
      Each of
      the following events shall constitute an “Event
      of Default”:

     

    i.  The
      Company has not entered into contracts with one of the entities set forth on
      Schedule
      4(a),
      totaling $5,000,000, in the aggregate, of non-contingent future revenues to
      any
      of the Maker, Company or the Subsidiaries prior to 5:00 p.m. Redmond, Washington
      time on December 31, 2007;

     

    ii.  the
      Maker
      fails to pay to the Holder any amount of Principal, Interest or other amounts
      when and as due under this Note, if such failure continues for a period of
      at
      least five (5) Business Days;

     

    iii.  the
      Maker, the Company or any of their Subsidiaries, pursuant to or within the
      meaning of Title 11, U.S. Code, or any similar Federal, foreign or state law
      for
      the relief of debtors (collectively, “Bankruptcy
      Law”),
      (i)
      commences a voluntary case, (ii) consents to the entry of an order for relief
      against it in an involuntary case, (iii) consents to the appointment of a
      receiver, trustee, assignee, liquidator or similar official (a “Custodian”),
      (iv)
      makes a general assignment for the benefit of its creditors or (v) admits in
      writing that it is generally unable to pay its debts as they become
      due;

     

    iv.  creditors
      of the Maker, the Company or any of their Subsidiaries file an action for relief
      under any Bankruptcy Law against such entity in an involuntary case and such
      action is not dismissed within thirty (30) days of such filing or a court of
      competent jurisdiction enters an order or decree under any Bankruptcy Law that
      (A) is for relief against the Maker or any of its Subsidiaries in an involuntary
      case, (B) appoints a Custodian of the Maker or any of its Subsidiaries or (C)
      orders the liquidation of the Maker or any of its Subsidiaries;

     

    v.  a
      final
      judgment or judgments for the payment of money aggregating in excess of $250,000
      are rendered against the Maker, the Company or any of their Subsidiaries and
      which judgments are not, within sixty (60) days after the entry thereof, bonded,
      discharged or stayed pending appeal, or are not discharged within sixty (60)
      days after the expiration of such stay; provided, however, that any judgment
      which is covered by insurance or an indemnity from a credit worthy party shall
      not be included in calculating the $250,000 amount set forth above so long
      as
      the Maker provides the Holder a written statement from such insurer or indemnity
      provider (which written statement shall be reasonably satisfactory to the
      Holder) to the effect that such judgment is covered by insurance or an
      indemnity;

     

    
      
        
        

        
        

      

      
        PROMISSORY
          NOTE - Page 2

        
          

        

      

      
        
        

      

    

    vi.  the
      Maker
      or Company, as applicable, materially breaches any representation or warranty,
      or breaches any covenant or other term or condition of Securities Purchase
      Agreement, except, in the case of a breach of a covenant or other term or
      condition of the Securities Purchase Agreement which is curable, only if such
      breach continues uncured for a period of at least thirty (30) consecutive
      days;

     

    vii.  any
      Event
      of Default (as defined in any other promissory note issued pursuant to the
      Securities Purchase Agreement (the “Other
      Note”))
      occurs and is continuing with respect to the Other Note;

     

    viii.  any
      breach or failure in any respect to comply with Section 8 of this Note which
      shall continue uncured for a period of ten (10) days after notice of such breach
      or failure; or

     

    ix.  any
      Event
      of Default defined in the Security Agreement occurs and is continuing under
      the
      Security Agreement, the repudiation by the Maker, the Company or any of their
      Subsidiaries of any of its obligations under the Security Documents or the
      unenforceability of the Security Documents against the Maker or any of its
      Subsidiaries for any reason.

     

    x.  any
      default in excess of $100,000 occurs and is continuing under any Indebtedness
      of
      the Maker, the Company, or any of their Subsidiaries.

     

    (b)  Redemption
      Rights.
      Promptly after the occurrence of an Event of Default with respect to this Note
      or the Other Note, the Maker shall deliver written notice thereof via facsimile
      and overnight courier (an “Event
      of Default Notice”)
      to the
      Holder. At any time after the earlier of the Holder’s receipt of an Event of
      Default Notice and the Holder becoming aware of an Event of Default, the Holder
      may require the Maker to redeem all or any portion of the Note (as “Event
      of Default Redemption”)
      by
      delivering written notice thereof (the “Event
      of Default Redemption Notice”)
      to the
      Maker, which Event of Default Redemption Notice shall indicate the portion
      of
      the Note the Holder is electing to redeem; provided that upon the occurrence
      of
      any default described in Section 4(a)(vi) and 4(a)(viii), the Note shall
      automatically, and without any action on behalf of the Holders, be redeemed
      by
      the Maker. Each portion of the Note subject to redemption by the Maker pursuant
      to this Section 4(b) shall be redeemed by the Maker at a price equal to 100%
      of
      the outstanding Principal amount and accrued and unpaid Interest with respect
      to
      such portion of the Note subject to redemption (the “Event
      of Default Redemption Price”).
      Redemptions required by this Section 4(b) shall be made in accordance with
      the
      provisions of Section 7.

     

    5. Rights
      Upon Fundamental Transaction and Change of Control.
      

     

    (a) Assumption.
      The
      Maker shall not enter into or be party to a Fundamental Transaction unless
      the
      Successor Entity assumes in writing all of the obligations of the Maker under
      this Note and the other Transaction Documents (as that term is defined in the
      Securities Purchase Agreement) in accordance with the provisions of this Section
      5 pursuant to written agreements in form and substance reasonably satisfactory
      to the Holder and approved by the Holder prior to such Fundamental Transaction.
      Upon the occurrence of any Fundamental Transaction, the Successor Entity shall
      succeed to, and be substituted for (so that from and after the date of such
      Fundamental Transaction, the provisions of this Note referring to the “Maker”
shall refer instead to the Successor Entity), and may exercise every right
      and
      power of the Maker and shall assume all of the obligations of the Maker under
      this Note with the same effect as if such Successor Entity had been named as
      the
      Maker herein. The provisions of this Section 5 shall apply similarly and equally
      to successive Fundamental Transactions and shall be applied without regard
      to
      any limitations on the redemption of this Note.

     

    
      
        
        

        
        

      

      
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          NOTE - Page 3

        
          

        

      

      
        
        

      

    

    (b)
      Change
      of Control Redemption Rights.
      No
      later than ten (10) days prior to the consummation of a Change of Control,
      but
      not prior to the public announcement of such Change of Control, the Maker shall
      deliver written notice thereof via facsimile and overnight courier to the Holder
      (a “Change
      of Control Notice”).
      At
      any time during the period beginning after the Holder’s receipt of a Change of
      Control Notice and ending on the date of the consummation of such Change of
      Control (or, in the event a Change of Control Notice is not delivered at least
      ten (10) days prior to a Change of Control, at any time on or after the date
      which is ten (10) days prior to a Change of Control and ending ten (10) days
      after the consummation of such Change of Control), the Holder may require the
      Company to redeem all or any portion of the Note by delivering written notice
      thereof (“Change
      of Control Redemption Notice”)
      to the
      Maker, which Change of Control Redemption Notice shall indicate the portion
      of
      the Note the Holder is electing to redeem. The portion of this Note subject
      to
      redemption pursuant to this Section 4 shall be redeemed by the Maker at a price
      equal to the sum of the Principal amount being redeemed together with accrued
      and unpaid Interest with respect to such amount (the “Change
      of Control Redemption Price”).
      Redemptions required by this Section 4 shall be made in accordance with the
      provisions of Section 7 and shall have priority to payments to stockholders
      in
      connection with a Change of Control.

     

    6. Non-Circumvention.
      The
      Company and Maker hereby covenant and agree that neither the Company nor the
      Maker will, by amendment of its Certificate of Incorporation, Bylaws or through
      any reorganization, transfer of assets, consolidation, merger, scheme of
      arrangement, dissolution, issue or sale of securities, or any other voluntary
      action, avoid or seek to avoid the observance or performance of any of the
      terms
      of this Note, and will at all times in good faith carry out all of the
      provisions of this Note and use commercially reasonable efforts to protect
      the
      rights of the Holder of this Note.

     

    7. Holder’s
      Redemptions.

     

    (a) Mechanics.
      The
      Maker shall deliver the applicable Event of Default Redemption Price to the
      Holder within five Business Days after the Maker’s receipt of the Required
      Holders’ Event of Default Redemption Notice. If the Holder has submitted a
      Change of Control Redemption Notice in accordance with Section 5(b), the Maker
      shall deliver the applicable Change of Control Redemption Price to the Holder
      concurrently with the consummation of such Change of Control if such notice
      is
      received prior to the consummation of such Change of Control and within ten
      (10)
      Business Days after the Maker’s receipt of such notice otherwise. In the event
      of a redemption of less than all of the Principal of this Note, the Maker shall
      promptly cause to be issued and delivered to the Holder a new Note (in
      accordance with Section 9(b)) representing the outstanding Principal which
      has
      not been redeemed.

     

    
      
        
        

        
        

      

      
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          NOTE - Page 4

        
          

        

      

      
        
        

      

    

    (b) Redemption
      by Holders.
      Any
      Event of Default Redemption Notice for redemption or repayment as a result
      of an
      event or occurrence substantially similar to the events or occurrences described
      in Section 4(b) or Section 8 is to be delivered to the Maker by the Holders.
      

     

    8. Covenants.

     

    (a) Security
      Agreement.
      The
      Maker and the Holder have entered into the Security Agreement, securing this
      Note with a first lien security interest in all assets now owned or after
      acquired by the Maker for the benefit of the Holder.

     

    (b) Rank.
      The
      indebtedness created by this Note shall be senior to all other Indebtedness
      of
      the Maker and its Subsidiaries.

     

    (c) Incurrence
      of Indebtedness.
      So long
      as this Note is outstanding, the Company and the Maker shall not, and neither
      the Company nor the Maker shall permit any of its Subsidiaries to, directly
      or
      indirectly, incur or guarantee, assume or suffer to exist any Indebtedness,
      other than (i) the Indebtedness evidenced by this Note and the other Note and
      (ii) Permitted Indebtedness that is either unsecured or secured by Permitted
      Liens.

     

    (d) Existence
      of Liens.
      So long
      as this Note is outstanding, the Company and the Maker shall not, and neither
      the Company nor the Maker shall permit any of its Subsidiaries to, directly
      or
      indirectly, allow or suffer to exist any mortgage, lien, pledge, charge,
      security interest or other encumbrance upon or in any property or assets
      (including accounts and contract rights) owned by the Company, the Maker or
      any
      of its Subsidiaries (collectively, “Liens”)
      superior in interest to that of the Holder.

     

    (e) Restricted
      Payments.
      The
      Company and the Maker shall not, and the Company and the Maker shall not permit
      any of its Subsidiaries to, directly or indirectly:

     

    (i) declare
      or pay any dividend or make any other payment or distribution on account of
      the
      Company’s Equity Interests (including, without limitation, any payment in
      connection with any merger or consolidation involving the Company) or to the
      direct or indirect holders of the Company’s Equity Interests in their capacity
      as such, provided, however, that the Subsidiaries may pay dividends to the
      Company and its Subsidiaries;

     

    (ii) purchase,
      redeem or otherwise acquire or retire for value (including, without limitation,
      in connection with any merger or consolidation involving the Maker) any Equity
      Interests of the Company; or

     

    (iii) make
      any
      payment on or with respect to, accelerate the maturity of, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness of the Company
      or the Maker, except a payment of interest, principal or other amounts due
      at
      the stated maturity thereof.

     

    
      
        
        

        
        

      

      
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    (f) Asset
      Sales.
      The
      Company shall not, and neither the Company nor the Maker shall permit any of
      its
      Subsidiaries to, directly or indirectly, consummate any Asset Sale provided,
      however, that the Maker and its Subsidiaries may consummate sales of assets
      or
      Equity Interests to the Maker or its subsidiaries with Holder’s consent, which
      will not be unreasonably withheld or delayed, other than any Asset Sale which
      transfers an asset or an Equity interest to a non-United States Subsidiary,
      which shall not be permitted.

     

    (g) Use
      of
      Proceeds.
      The
      Maker will use amounts received from Holder pursuant to this Note for general
      corporate purposes.

     

    9. Reissuance
      Of This Note.

     

    (a) Lost,
      Stolen or Mutilated Note.
      Upon
      receipt by the Maker of evidence reasonably satisfactory to the Maker of the
      loss, theft, destruction or mutilation of this Note, an affidavit from Holder
      to
      such effect, an indemnity in form and substance reasonably acceptable to Maker
      and, in the case of mutilation, upon surrender and cancellation of this Note,
      the Maker shall execute and deliver to the Holder a new Note (in accordance
      with
      Section 9(b)) representing the outstanding Principal. 

     

    (b) Issuance
      of New Notes.
      Whenever the Maker is required to issue a new Note pursuant to the terms of
      this
      Note, such new Note (i) shall be of like tenor with this Note, (ii) shall
      represent, as indicated on the face of such new Note, the Principal remaining
      outstanding, (iii) shall have an issuance date, as indicated on the face of
      such
      new Note, which is the same as the Issuance Date of this Note, (iv) shall have
      the same rights and conditions as this Note, and (v) shall represent accrued
      Interest on the Principal and Interest of this Note, from the Issuance
      Date.

     

    10. Remedies,
      Characterizations and Other Obligations.
      The
      remedies provided in this Note shall be cumulative and in addition to all other
      remedies available under this Note and any of the other Transaction Documents
      at
      law or in equity (including a decree of specific performance and/or other
      injunctive relief), and nothing herein shall limit the Holder’s right to pursue
      actual and consequential damages for any failure by the Maker to comply with
      the
      terms of this Note. Amounts set forth or provided for herein with respect to
      payments and the like (and the computation thereof) shall be the amounts to
      be
      received by the Holder and shall not, except as expressly provided herein,
      be
      subject to any other obligation of the Maker (or the performance
      thereof).

     

    11. Payment
      of Collection, Enforcement and Other Costs.
      If (a)
      this Note is placed in the hands of an attorney for collection or enforcement
      or
      is collected or enforced through any legal proceeding or the Holder otherwise
      takes action to collect amounts due under this Note or to enforce the provisions
      of this Note or (b) there occurs any bankruptcy, reorganization, receivership
      of
      the Maker or other proceedings affecting Maker creditors’ rights and involving a
      claim under this Note, then the Maker shall pay the reasonable costs incurred
      by
      the Holder for such collection, enforcement or action or in connection with
      such
      bankruptcy, reorganization, receivership or other proceeding, including, but
      not
      limited to, attorneys’ fees and disbursements.

     

    12. Construction;
      Headings.
      This
      Note shall be deemed to be jointly drafted by the Maker and the Holder and
      shall
      not be construed against any Person as the drafter hereof. The headings of
      this
      Note are for convenience of reference and shall not form part of, or affect
      the
      interpretation of, this Note.

     

    
      
        
        

        
        

      

      
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    13. Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Holder in the exercise of any power, right
      or privilege hereunder shall operate as a waiver thereof, nor shall any single
      or partial exercise of any such power, right or privilege preclude other or
      further exercise thereof or of any other right, power or privilege.

     

    13. Notices;
      Payments.

     

    (a)
       Notices.
      Whenever notice is required to be given under this Note, unless otherwise
      provided herein, such notice shall be given in accordance with Section 9(f) of
      the Securities Purchase Agreement. The Maker shall provide the Holder with
      prompt written notice of all actions taken pursuant to this Note, including
      in
      reasonable detail a description of such action and the reason
      therefor.

     

    (b) Payments.
      Whenever any payment of cash is to be made by the Maker to any Person pursuant
      to this Note, such payment shall be made in lawful money of the United States
      of
      America by a check drawn on the account of the Maker and sent via overnight
      courier service to such Person at such address as previously provided to the
      Maker in writing; provided that the Holder may elect to receive a payment of
      cash via wire transfer of immediately available funds by providing the Maker
      with prior written notice setting out such request and the Holder’s wire
      transfer instructions. Whenever any amount expressed to be due by the terms
      of
      this Note is due on any day which is not a Business Day, the same shall instead
      be due on the next succeeding day which is a Business Day and, in the case
      of
      any Interest Date which is not the date on which this Note is paid in full,
      the
      extension of the due date thereof shall not be taken into account for purposes
      of determining the amount of Interest due on such date. 

     

    14. Cancellation.
      After
      all Principal, accrued Interest and other amounts at any time owed on this
      Note
      have been paid in full in cash, this Note shall automatically be deemed
      canceled, shall be surrendered to the Maker for cancellation and shall not
      be
      reissued.

     

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

     

    
      
        
        

        
        

      

      
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    16. Certain
      Definitions.
      For
      purposes of this Note, the following terms shall have the following
      meanings:

     

    (a)  “Asset
      Sale”
means
      the sale, lease, conveyance or other disposition of any assets or rights other
      than in the ordinary course of business.

     

    (b)  “Business
      Day”
means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      the city of Los Angeles are authorized or required by law to remain
      closed.

     

    (c)  “Capital
      Lease Obligation”
means,
      at the time any determination is to be made, the amount of the liability in
      respect of a capital lease that would at that time be required to be capitalized
      on a balance sheet prepared in accordance with GAAP.

     

    (d)  “Capital
      Stock”
means:
      (i) in the case of a corporation, corporate stock; (ii) in the case of an
      association or business entity, any and all shares, interests, participations,
      rights or other equivalents (however designated) of corporate stock; (iii)
      in
      the case of a partnership or limited liability company, partnership interests
      (whether general or limited) or membership interests; and (iv) any other
      interest or participation that confers on a Person the right to receive a share
      of the profits and losses of, or distributions of assets of, the issuing Person,
      but excluding from all of the foregoing any debt securities convertible into
      Capital Stock, whether or not such debt securities include any right of
      participation with Capital Stock.

     

    (e)  “Change
      of Control”
      means
      any Fundamental Transaction other than (i) any reorganization, recapitalization
      or reclassification of the shares of Capital Stock in which holders of the
      Maker’s or Company’s voting power immediately prior to such reorganization,
      recapitalization or reclassification continue after such reorganization,
      recapitalization or reclassification to hold publicly traded securities and,
      directly or indirectly, the voting power of the surviving entity or entities
      necessary to elect a majority of the members of the board of directors (or
      their
      equivalent if other than a corporation) of such entity or entities, or (ii)
      pursuant to a migratory merger effected solely for the purpose of changing
      the
      jurisdiction of incorporation of the Maker or Company, as
      applicable.

     

    (f)  “Closing
      Date”
shall
      have the meaning set forth in the Securities Purchase Agreement.

     

    (g)  “Common
      Stock”
shall
      mean the common stock of the Company, par value $0.0004 per share.

     

    (h)  “Equity
      Interests”
means
      Capital Stock and all warrants, options or other rights to acquire Capital
      Stock
      (but excluding any debt security that is convertible into, or exchangeable
      for,
      Capital Stock).

     

    
      
        
        

        
        

      

      
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    (i)  “Fundamental
      Transaction”
means
      that the Maker or the Company shall, directly or indirectly, in one or more
      related transactions, (i) consolidate or merge with or into (whether or not
      the
      Maker or Company, as applicable, is the surviving corporation) another Person,
      or (ii) sell, assign, transfer, convey or otherwise dispose of all or
      substantially all of the properties or assets of the Maker or the Company to
      another Person, or (iii) allow another Person to make a purchase, tender or
      exchange offer that is accepted by the holders of more than the 50% of the
      outstanding shares of Capital Stock (not including any shares of Capital Stock
      held by the Person or Persons making or party to, or associated or affiliated
      with the Persons making or party to, such purchase, tender or exchange offer),
      or (iv) consummate a stock purchase agreement or other business combination
      (including, without limitation, a reorganization, recapitalization, spin-off
      or
      scheme of arrangement) with another Person whereby such other Person acquires
      more than the 50% of the outstanding shares of Capital Stock (not including
      any
      shares of Capital Stock held by the other Person or other Persons making or
      party to, or associated or affiliated with the other Persons making or party
      to,
      such stock purchase agreement or other business combination), or (v) reorganize,
      recapitalize or reclassify its Capital Stock.

     

    (j)  “GAAP”
means
      United States generally accepted accounting principles, consistently
      applied.

     

    (k)  “Hedging
      Obligations”
means,
      with respect to any specified Person, the obligations of such Person
      under:

     

    (i)  interest
      rate swap agreements (whether from fixed to floating or from floating to fixed),
      interest rate cap agreements and interest rate collar agreements;

     

    (ii)  other
      agreements or arrangements designed to manage interest rates or interest rate
      risk; and

     

    (iii)  other
      agreements or arrangements designed to protect such Person against fluctuations
      in currency exchange rates or commodity prices.

     

    (l)  “Indebtedness”
means,
      any indebtedness (excluding accrued expenses and trade payables), whether or
      not
      contingent:

     

    (i) in
      respect of borrowed money;

     

    (ii) evidenced
      by bonds, notes or similar instruments or letters of credit (or reimbursement
      agreements in respect thereof);

     

    (iii) in
      respect of banker’s acceptances;

     

    (iv) representing
      Capital Lease Obligations;

     

    (v) representing
      the balance deferred and unpaid of the purchase price of any property or
      services due more than six months after such property is acquired or such
      services are completed; or

     

    (vi) representing
      any Hedging Obligations,

     

    
      
        
        

        
        

      

      
        PROMISSORY
          NOTE - Page 9

        
          

        

      

      
        
        

      

    

    if
      and to
      the extent any of the preceding items (other than letters of credit and Hedging
      Obligations) would appear as a liability upon a balance sheet of the Maker
      prepared in accordance with GAAP. In addition, the term “Indebtedness” includes
      all Indebtedness of others secured by a Lien on any asset of the Maker or its
      Subsidiaries (whether or not such Indebtedness is assumed by the Maker or such
      Subsidiary) and, to the extent not otherwise included, the guarantee by the
      Maker or any of its Subsidiaries of any Indebtedness of any other
      Person.

     

    (m)  “Issuance
      Date”
shall
      mean July 11, 2007.

     

    (n)  “Material
      Adverse Effect” shall
      have the meaning set forth in the Securities Purchase Agreement.

     

    (o)  “Mortgage”
means
      a
      Mortgage in form and substance reasonably satisfactory to the Holder, as it
      may
      be amended, supplemented or otherwise modified from time to time.

     

    (p)  “Payment
      Period”
means
      each of: the period beginning on and including the Issuance Date and ending
      on
      and including November 30, 2007; the period beginning on and including December
      1, 2007 and ending on and including May 31, 2008; the period beginning on and
      including June 1, 2008 and ending on and including the Maturity
      Date.

     

    (q)  “Permitted
      Indebtedness”
means
      (i) any Indebtedness of the Maker, the Company or any Subsidiary that is (A)
      subordinate to the Holder’s security interest created by this Note, the Security
      Agreement and the Security Documents, and (B) less than $2,000,000 in the
      aggregate, or (ii) Indebtedness of the Maker, the Company or any Subsidiary
      outstanding as of the Closing Date and the refinancing, renewal or extension
      thereof, provided that (A) there are no additional obligors with respect thereto
      (B) there is no shortening of the maturity thereof, (C) principal amount thereof
      is not increased, and (D) the security interest is not changed or
      amended.

     

    (r)  “Permitted
      Liens”
means
      (i) any Lien for taxes not yet due or delinquent or being contested in good
      faith by appropriate proceedings for which adequate reserves have been
      established in accordance with GAAP, (ii) any statutory Lien arising in the
      ordinary course of business by operation of law with respect to a liability
      that
      is not yet due or delinquent, (iii) any Lien created by operation of law, such
      as materialmen’s liens, mechanics’ liens and other similar liens, arising in the
      ordinary course of business with respect to a liability that is not yet due
      or
      delinquent or that are being contested in good faith by appropriate proceedings,
      (iv) Liens securing the Maker’s obligations under this Note, (v) Liens securing
      Permitted Indebtedness subject to securitization, (vi) Liens in connection
      with
      workmen’s compensation, unemployment insurance or other social security, old age
      pension or public liability obligations; (vii) legal or equitable encumbrances
      up to an aggregate amount of $250,000 deemed to exist by reason of the existence
      of any litigation or other legal proceeding or arising out of a judgment or
      award with respect to which an appeal is being prosecuted in good faith; or
      (viii) rights reserved to or vested in any municipality, governmental, statutory
      or other public authority to control or regulate Maker or any Subsidiary’s
      assets and properties in any manner, and all applicable laws, rules and orders
      from any governmental authority, to the extent any such rights could not be
      reasonably expected to have, individually or in the aggregate, a Material
      Adverse Effect.

     

    
      
        
        

        
        

      

      
        PROMISSORY
          NOTE - Page 10

        
          

        

      

      
        
        

      

    

    (s)  “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization, any other entity and
      a
      government or any department or agency thereof.

     

    (t)  “Property”
means
      any right or interest in or to property of any kind whatsoever, whether real,
      personal or mixed and whether tangible or intangible, including, without
      limitation, capital stock..

     

    (u)  “Securities
      Purchase Agreement”
means
      that certain securities purchase agreement dated as of June 15,
      2007
      by and among the Company, the Maker and the Subsidiaries and the
      Holder.

     

    (v)  “Security
      Agreement”
means
      the Pledge and Security Agreement dated June 15,
      2007
      by and among the Maker, the Company, the Subsidiaries and the
      Holder.

     

    (w)  “Security
      Documents”
means
      the Security Agreement, the Mortgages, if any, and all other instruments,
      documents and agreements delivered by the Maker or any of its Subsidiaries
      in
      order to grant to the Holder a Lien on any real, personal or mixed property
      of
      the Maker or one of its Subsidiaries as security for the obligations under
      this
      Note.

     

    (x)  “Subsidiaries”
      shall
      have the mean Atlas Technology Group (NZ) Limited, a New Zealand company,
      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.

     

    (y)  “Successor
      Entity”
means
      the Person, which may be the Maker, formed by, resulting from or surviving
      any
      Fundamental Transaction or the Person with which such Fundamental Transaction
      shall have been made.

     

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        PROMISSORY
          NOTE - Page 11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the
      Issuance Date set out above.

     

    
      	 	 	 
	 	
              MAKER:

               

              ATLAS TECHNOLOGY GROUP (US), INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name: Peter
                B. Jacobson

              Title: President

            


    

     

    By
      signing below, the Company agrees to be bound by and subject to Section 6 and
      Section 8 of this Note.

     

    
      	 	 	 
	 	
              
                COMPANY:

                 

                TRIBEWORKS,
                  INC.

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name: Peter
                B. Jacobson

              Title: Chief
                Executive Officer