CONSULTING
      AGREEMENT

    Atlas
      Technology Group, Inc. and Muse 

    


    This
      Agreement is made effective as of July 14, 2008, by and between Atlas Technology
      Group, Inc., of 2001 - 152nd
      Ave NE,
      Redmond, WA 98052, and Muse Consulting, of 17202 Meadow Tree Cir., Dallas,
      TX
      75248.

    


    In
      this
      Agreement, the party who is contracting to receive services shall be referred
      to
      as "AtlasTG",
      and
      the party who will be providing the services shall be referred to as
      "Muse".

    


    Muse
      has
      a background in Interim management and is willing to provide services to AtlasTG
      based on this background.

    


    AtlasTG
      desires to have services provided by Muse.

    


    Therefore,
      the parties agree as follows: 

    


    1.
      DESCRIPTION OF SERVICES. Beginning
      on July 21, 2008, Muse will provide the following services (collectively, the
      "Services"):
      Interim CEO of Atlas Technology Group, Inc.

    


    2.
      COMPENSATION. 

    


    Immediate
      Cash:
      AtlasTG
      will pay a fee to Muse for the Services based on $5,000.00 per week, paid every
      two weeks, in advance, for each applicable two-week period during which Services
      were performed. 

    


    Deferred
      Cash:
      A
      deferred fee of $3000 per week for every week served as interim CEO will also
      be
      earned, and the payment of same will be deferred until after the interim
      assignment has been completed, and at that time it will be paid at the rate
      of
      $3000 for each week period served as interim CEO. Such deferred fee will be
      payable every two weeks once the interim CEO engagement has been terminated
      by
      the Company.

    


    Warrants:
      AtlasTG will issue warrants to purchase up to Two
      million shares of AtlasTG common stock with a strike price of $.30 per share
      These Warrants
      are exercisable at any time or from time to time on or after the date on which
      these Warrants are issued and
      the
      fifth (5th) anniversary of the date of issuance (the “Exercise
      Period”)
      subject to the following restrictions:

    


    Warrants
      to purchase up to 750,000 shares will vest upon the successful raise of
      additional equity or debt (and in the event of convertible debt, with a
      conversion price floor of at least $0.50/share) for AtlasTG in an amount no
      less
      than $5,000,000.00(after broker fees and commissions);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Warrants
      to purchase up to 500,000 shares of AtlasTG common stock will vest upon the
      Company achieving a revenue run rate of at least $4 million per
      year;

    


    Warrants
      to purchase up to 500,000 shares of AtlasTG common stock will vest and become
      exercisable once AtlasTG first reports earnings before interest, taxes,
      depreciation and amortization (“EBITDA”) of at least 5 cents per issued and
      outstanding share of common stock for the preceding quarter; and

    


    Warrants
      to purchase up to 250,000 shares of AtlasTG common stock will vest upon the
      hiring of a permanent CEO to replace Muse as interim CEO.

    


    To
      the
      extent the above-referenced revenue/earnings targets are not met or the capital
      infusion has not been achieved during Muse’s tenure or within six months of the
      end of the interim CEO assignment, the warrants attributable to such milestones
      shall expire immediately. In the case of the 750,000 shares of funding warrants
      the will
      have
      to be with investment funds identified in writing and mutually agreed to by
      AtlasTG and Muse.

    


    3.
      EXPENSE REIMBURSEMENT.
      The
      consultant shall be entitled to reimbursement from AtlasTG for all reasonable
      and documented "out-of-pocket" expenses. Normally Muse will be spending at
      least
      four days per week in Redmond and will be returning home on most weekends.
      If
      desired by Muse or AtlasTG Mrs. Muse may travel to Redmond and those reasonable
      and out of pocket expenses will also be covered by AtlasTG with respect to
      coach
      class airfare.

    


    4.
      SUPPORT SERVICES.
      AtlasTG
      will provide the following support services for the benefit of Muse: office
      space, staff and secretarial support, and office supplies.

    


    5.
      TERM/TERMINATION. This
      Agreement may be terminated by either party upon 30 days prior written notice
      to
      the other party.

    


    6.
      RELATIONSHIP OF PARTIES. It
      is
      understood by the parties that Muse and the consultant are independent
      contractors with respect to AtlasTG, and not an employees of AtlasTG. AtlasTG
      will not provide fringe benefits, including health insurance benefits, paid
      vacation, or any other employee benefit, for the benefit of Muse or the
      consultant.

    


    7.
      DISCLOSURE.
      Muse
      and the consultant are required to disclose any outside activities or interests,
      including ownership or participation in the development of prior inventions,
      that conflict or may conflict with the best interests of AtlasTG. 

    


    8.
      ASSIGNMENT.
      Muse's
      obligations under this Agreement may not be assigned or transferred to any
      other
      person, firm, or corporation without the prior written consent of
      AtlasTG.

    


    9.
      INTELLECTUAL PROPERTY. The
      following provisions shall apply with respect to copyrightable works, ideas,
      discoveries, inventions, applications for patents, and patents (collectively,
      "Intellectual
      Property"):

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    a.
      Muse’s Intellectual Property.
      Muse
      does not personally hold any interest in any Intellectual Property.

    


    b.
      Development of Intellectual Property.
      Any
      improvements to Intellectual Property, further inventions or improvements,
      and
      any new items of Intellectual Property discovered or developed by Muse (or
      Muse's employees, if any) during the term of this Agreement shall be the
      property of AtlasTG. Muse shall sign all documents necessary to perfect the
      rights of AtlasTG in such Intellectual Property, including the filing and/or
      prosecution of any applications for copyrights or patents. Upon request, Muse
      shall sign all documents necessary to assign the rights to such Intellectual
      Property to AtlasTG.

    


    10.
      RETURN OF RECORDS. Upon
      termination of this Agreement, Muse shall deliver all records, notes, data,
      memoranda, models, and equipment of any nature that are in Muse's possession
      or
      under Muse's control and that are AtlasTG's property or relate to AtlasTG's
      business.

    


    11.
      NOTICES. All
      notices required or permitted under this Agreement shall be in writing and
      shall
      be deemed delivered when delivered in person or deposited in the United States
      mail, postage prepaid, addressed as follows:

    


    IF
      for
      AtlasTG:

    


    2001
      152nd Avenue NE 

    Redmond,
      Washington 98052

    


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

    


    K&L
      Gates, LLP

    1717
      Main
      Street, Suite 2800

    Dallas,
      Texas 75201

    Attention:
      I. Bobby Majumder

    


    IF
      for
      Muse Consulting:

    


    Muse
      Consulting

    Ralph
      B.
      Muse

    CEO

    17202
      Meadow Tree Cir.

    Dallas,
      Texas 75248

    


    Such
      address may be changed from time to time by either party by providing written
      notice to the other in the manner set forth above.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    12.
      ENTIRE AGREEMENT. This
      Agreement contains the entire agreement of the parties and there are no other
      promises or conditions in any other agreement whether oral or written. This
      Agreement supersedes any prior written or oral agreements between the
      parties.

    


    13.
      AMENDMENT. This
      Agreement may be modified or amended if the amendment is made in writing and
      is
      signed by both parties.

    


    14.
      SEVERABILITY. If
      any
      provision of this Agreement shall be held to be invalid or unenforceable for
      any
      reason, the remaining provisions shall continue to be valid and enforceable.
      If
      a court finds that any provision of this Agreement is invalid or unenforceable,
      but that by limiting such provision it would become valid and enforceable,
      then
      such provision shall be deemed to be written, construed, and enforced as so
      limited.

    


    15.
      WAIVER OF CONTRACTUAL RIGHT. The
      failure of either party to enforce any provision of this Agreement shall not
      be
      construed as a waiver or limitation of that party's right to subsequently
      enforce and compel strict compliance with every provision of this
      Agreement.

    


    16.
      APPLICABLE LAW. This
      Agreement shall be governed by the laws of the State of Texas.

     

    Party
      receiving services:

    Atlas
      Technology Group, Inc.

    


    
      	
              By:

            	
              /s/
                Peter B. Jacobson

            	 
	 	
              Peter
                B. Jacobson

            	 
	 	
              Director

            	 


    

    


    Party
      providing services:

    Muse
      Consulting

    


    
      	
              By:

            	
              /s/
                Ralph B. Muse

            	 
	 	
              CEO

            	 
	 	
              Ralph
                B. Muse