ex103.htm


    


    SECURITY
INTEREST AND PLEDGE AGREEMENT

    


    SECURITY
INTEREST AND PLEDGE AGREEMENT (“Pledge Agreement”) dated as of May 20, 2009, by
and among Linlithgow Holdings LLC (“Secured Party”), Beyond Commerce, Inc., a
Nevada corporation with its principal business address at 9029 Pecos Road, Suite
2800, Henderson, NV 89074 (the “Company” or the “Debtor”), and Beyond Commerce,
Inc., as pledgor, (the “Pledgor”)

    


    RECITALS

    


               
 A.           Reference
is made to (i) that certain Note of even date herewith (the “Note”), which the
Company issued to the Secured Party are parties.  Capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Note.

    


                
  B.           Pursuant
to the Note, the Debtor has certain obligations to the Secured Party (all such
obligations, the “Obligations”), including, but not limited to, obligations to
pay principal and interest of the Note, which was issued in the original
aggregate principal amount of $1,600,000, on the Maturity Date.  The
Note Obligations are secured by the pledge of certain common stock of Beyond
Commerce, Inc.  The obligations of the Company and of the Pledgor, if
any, under the Note are referred to collectively as the “Note
Obligations.”

    


    C.           To
secure the Note Obligations, the Pledgor have agreed to pledge certain shares of
Common Stock of  Beyond Commerce, Inc. held by the Pledgor to the
Secured Party as security for the performance of the Note
Obligations.

    


    D.           The
Pledgor is a shareholder, subsidiary and/or affiliates of the Debtor and has
determined that it is in the Pledgor’ best interests, including to the benefit
of the other interests of the Pledgor in the Company, to provide the pledge
referred to herein.

    


    E.           The
Secured Party is willing to accept the Note only upon receiving the Pledgor’
pledge of certain stock of the Company, as set forth in this Pledge
Agreement.

    


    NOW,
THEREFORE, in consideration of the premises, the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

    


    1.           Grant of Security
Interest.

    


    (a)           To
secure the Note Obligations of Debtor, the Pledgor hereby pledges to the Secured
Party (i) all of the shares of Common Stock (the “Pledged Shares”) set forth on
the attached Schedule 2 of this Agreement.  Unless otherwise set forth
on Schedule 2 of this Agreement, the Pledgor is the beneficial and record owner
of the Pledged Shares set forth opposite the Pledgor’s name on such
Schedule.  Such Pledged Shares are hereinafter referred to as the
“Collateral.”

    


    (b)           The
Company represents and warrants to the Secured Party that the Pledged Shares are
duly authorized, validly issued, fully paid and non-assessable and that it will
not permit the transfer of the Pledged Shares except in accordance with this
Pledge Agreement while the same is in effect.

    


    (c)           (i)           The
Company has given written notice to the Transfer Agent  regarding the
creation of the security interest of the Secured Party in the
Collateral.  The Company has instructed the Transfer Agent (A) to
record on its books the existence of such security interest with respect to the
Pledged Shares, (B) to transfer Pledged Shares in accordance with the
instructions of the Secured Party without further action of the Company, and (C)
except upon such instructions of the Secured Party or until written notice is
given by the Secured Party that such security interest has been released to the
Pledgor in whole or in part, to not allow a transfer of the shares representing
any part of the Collateral or to replace the certificates representing the
Collateral; and

    


    (ii)           The
Pledgor hereby consent to the provisions of the preceding subparagraph (i) and
authorizes the Company to provide such notice and instructions to the Transfer
Agent.

     

     

     

    
      
        
        

      

      
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    2.           Obligations
Secured.  During the term hereof, the Collateral shall secure
the following:

    


    (a)           The
performance by the Company of the Note Obligations; and

    


    (b)           The
payment of all fees and the delivery of all stock other than principal and
interest under the Note.

    


    (c)           The
performance by the Pledgor of their obligations, covenants, and agreements under
this Agreement.

    


    The
obligations, covenants and agreements described in clauses (a), (b) and (c) are
the “Obligations.”

    


    3.           Perfection of Security
Interests.  Upon execution of this Pledge Agreement by the
Debtor and the Pledgor, the Pledgor shall deliver and transfer possession of the
stock certificates identified opposite the Pledgor’s name on Schedule 2 of this
Agreement together with stock transfer powers duly executed in blank by the
registered owner of the shares represented by such Certificates, with
appropriate Medallion signature guaranty (“Stock Powers”), to the Secured
Party.

    


    The
Collateral will be held by the Secured Party or the Brokerage Firm, to perfect
the security interest of the Secured Party, until the earlier of

    


    (i) the
payment in full of all amounts due under the Note, or

    


    (ii)
foreclosure of Secured Party's security interests as provided
herein.

    


    (c)           The
Debtor and the Pledgor hereby appoint the Secured Party, as attorney-in-fact
with powers of substitution, to execute all documents and perform all acts in
order to perfect and maintain a valid security interest for Secured Party in the
Collateral.

    


               4.           Reserved.

    


               5.           Pledgor’s
Warranty.  The Pledgor represent and warrant hereby to the
Secured Party as follows with respect to the Pledged Shares set forth opposite
the Pledgor’s name on Schedule 2 to this Agreement:

    


    A.           With respect to title to the
Transferred Shares

    


    (i)           that
upon transfer by the Pledgor of the Pledgor’s Certificates and Stock Powers to
Secured Party pursuant to this Agreement at such time, if any, as contemplated
hereby upon the occurrence of an Event of Default, the purchaser of the Pledged
Shares or the Secured Party, as contemplated herein, as the case may be, will
have good title (both record and beneficial) to the relevant Pledged
Shares;

    


    (ii)           that
there are no restrictions upon transfer and pledge of the Pledged Shares
pursuant to the provisions of this Agreement except the restrictions, to the
extent applicable, imposed by Rule 144 under the Securities Act of
1933;

    


    (iii)           that
the Pledged Shares are free and clear of any encumbrances of every nature
whatsoever, the Pledgor is the sole owner of the Pledged Shares, and such shares
are duly authorized, validly issued, fully paid and non-assessable;

    


    (iv)           that
the Pledgor has owned the Pledged Shares since the date specified on Schedule 2
to this Agreement and that such shares were fully paid for as of such specified
date; and

     

     

     

    
      
        
        

      

      
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    (v)           that
the Pledgor agrees not to grant or create, any security interest, claim, lien,
pledge or other encumbrance with respect to the Pledgor’s Pledged Shares or
attempt to sell, transfer or otherwise dispose of any of such shares until the
Obligations have been paid in full or this Agreement has
terminated.

    


    B.           With respect to certain
other matters:

    


    (i)           that
the Pledgor has made necessary inquiries of the Company and believes that the
Company fully intends to fulfill and has the capability of fulfilling the
Obligations to be performed by the Company in accordance with the terms of the
Transaction Documents;

    


    (ii)           that
the Pledgor is not acting, and has not agreed to act, in any plan to sell or
dispose of the Pledged Shares in a manner intended to circumvent the
registration requirements of the Securities Act of 1933, as amended, or any
applicable state law;

    


    (iii)           that
Pledgor has been advised by counsel of the elements of a bona-fide pledge for
purposes of Rule 144(d)(3)(iv) under the Securities Act of 1933, as amended,
including the relevant SEC interpretations and affirms the pledge of shares by
the Pledgor pursuant to this Pledge Agreement will constitute a bona-fide pledge
of such shares for purposes of such Rule;

    


    (iv)           that
this Pledge Agreement constitutes a legal, valid and binding obligation of the
Pledgor enforceable in accordance with its terms (except as the enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, and similar laws, now or hereafter in effect);
and

    


    (v)           that
the Pledgor’s address is as provided under the Pledgor’s signature on the
signature page hereof.

    


    6.           Reports under Securities Act
and Exchange Act.  With a view to making available to Secured
Party the benefits of Rule 144 promulgated under the Securities Act or any other
similar rule or regulation of the SEC that may at any time permit Secured Party
to sell securities of the Company to the public without Registration (“Rule
144”), the Company agrees to:

    


    (i)           make
and keep public information available, as those terms are understood and defined
in Rule 144;

    


    (ii)           file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and

    


    (iii)           until
the  date when the Secured Party may sell all securities under Rule
144 without volume or other restrictions or limits (the “Unrestricted Sale
Date”), furnish to the Secured Party so long as the Secured Party owns or has a
security interest in the Pledged Shares (a “Holder”), promptly upon request, (i)
a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (ii) if not
available on the SEC’s EDGAR system, a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company and (iii) such other information as may be reasonably requested to
permit the Secured Party to sell such securities pursuant to Rule 144 without
registration; and

    


    (d)           at
the request of any Holder, give its Transfer Agent instructions (supported by an
opinion of the Company’s counsel, if required or requested by the Transfer
Agent) to the effect that, upon the Transfer Agent’s receipt from such Holder
of

    


    (i) a
certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding
period (as determined in accordance with the provisions of Rule 144) for the
Pledged Shares which the Holder proposes to sell (the “Securities Being Sold”)
is not less than (6) six months and (B) as to such other matters as may be
appropriate in accordance with Rule 144 under the Securities Act,
and

     

     

    
      
        
        

      

      
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    (ii) an
opinion of counsel acceptable to the Company (for which purposes it is agreed
that Sichenzia Ross Friedman Ference LLP shall be deemed acceptable if not given
by the Company’s counsel) that, based on the Rule 144 Certificate, Securities
Being Sold may be sold pursuant to the provisions of Rule 144, even in the
absence of an effective Registration Statement,

    


    the
Transfer Agent is to effect the transfer of the Securities Being Sold and issue
to the buyer(s) or transferee(s) thereof one or more stock certificates
representing the transferred Securities Being Sold without any restrictive
legend and without recording any restrictions on the transferability of such
shares on the Transfer Agent’s  books and records (except to the
extent any such legend or restriction results from facts other than the identity
of the Holder, as the seller or transferor thereof, or the status, including any
relevant legends or restrictions, of the shares of the Securities Being Sold
while held by the Holder). If the Transfer Agent reasonably requires any
additional documentation at the time of the transfer, the Company shall deliver
or cause to be delivered all such reasonable additional documentation as may be
necessary to effectuate the issuance of an unlegended certificate.

    


    7.           Voting
Rights.  Unless and until the Secured Party has exercised its
rights under this Pledge Agreement to foreclose its security interest in the
Collateral, the Pledgor shall have the right to exercise any voting rights
evidenced by, or relating to, the Collateral.

    


    8.           Warrants and
Options.  In the event that, during the term of this Pledge
Agreement, subscription, warrants, dividends, or any other rights or option
shall be issued in connection with the Collateral, such warrants, dividends,
rights and options shall be immediately delivered to Secured Party to be held
under the terms hereof in the same manner as the Collateral.

    


    9.           Preservation of the Value of
the Collateral and Reimbursement of Secured Party.  Pledgor
shall pay all taxes, charges, and assessments against the Collateral and do all
acts necessary to preserve and maintain the value thereof.  On failure
of Pledgor so to do, Secured Party may make such payments on account thereof as
(in Secured Party's discretion) is deemed desirable, and Pledgor shall reimburse
Secured Party immediately on demand for any and all such payments expended by
Secured Party in enforcing, collecting, and exercising its remedies
hereunder.

    


    10.           Default and
Remedies.

    


    (a)           For
purposes of this Agreement, “Event of Default” shall mean any one or more of the
following events:

    


    (i)           any
default in the performance by the Company or any Pledgor of any of the Note
Obligations, after the expiration, without cure, of the cure period (but only if
any such cure period is specifically provided in the Transaction Documents and
without any regard to any cure period if no such cure period is provided; it
being specifically acknowledged by the Company and the Pledgor that all payment
obligations are time of the essence obligations, with no cure periods provided),
or

    


    (ii)           a
breach by the Company or  Pledgor of any of the its respective
representations, warranties, covenants or agreements in this Pledge Agreement,
subject to applicable cure periods.

    


    (b)           During
the term of this Pledge Agreement, the Secured Party shall have the following
rights after any Event of Default and for so long as the Obligations are not
satisfied in full:

    


    (i)  the
rights and remedies provided by the Uniform Commercial Code as adopted by the
State of New York (as said law may at any time be amended), except that the
Secured Party waives any right to a deficiency pursuant to Section 9-608 thereof
or otherwise;

    


    (ii)  the
right to receive and retain all dividends, payments and other distributions of
any kind upon any or all of the Pledged Shares as additional Collateral;
and

     

     

     

    
      
        
        

      

      
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    (iii)  the
right to sell, at a public or private sale, the Collateral or any part thereof
for cash, upon credit or for future delivery, and at such price or prices in
accordance with the Uniform Commercial Code (as such law may be amended from
time to time); it being understood that one or more of the Secured Party may,
but shall not be required to, take such actions jointly.  Upon any
such sale, Secured Party shall have the right to deliver, assign and transfer to
the purchaser thereof the Collateral so sold.  Secured Party shall
give the Pledgor not less than ten (10) days written notice of its intention to
make any such sale.  Any such sale shall be held at such time or times
during ordinary business hours and at such place or places as Secured Party may
fix in the notice of such sale.  Secured Party may adjourn or cancel
any sale or cause the same to be adjourned from time to time by announcement at
the time and place fixed for the sale, and such sale may be made at any time or
place to which the same may be so adjourned.  In case of any sale of
all or any part of the Collateral upon terms calling for payments in the future,
any Collateral so sold may be retained by Secured Party until the selling price
is paid by the purchaser thereof, but Secured Party shall incur no liability in
the case of the failure of such purchaser to take up and pay for the Collateral
so sold and, in the case of such failure, such Collateral may again be sold upon
like notice.  Secured Party, however, instead of exercising the power
of sale herein conferred upon it, may proceed by a suit or suits at law or in
equity to foreclose the security interest and sell the Collateral, or any
portion thereof, under a judgment or decree of a court or courts of competent
jurisdiction, the Pledgor having been given due notice of all such
action.  Secured Party shall incur no liability as a result of a sale
of the Collateral or any part thereof.

    


    (iv)  in
addition to its rights and remedies under this agreement, the Note and all
Transaction Documents, the Company shall have full recourse against any real,
personal, tangible or intangible assets of Pledgors, and may pursue any legal or
equitable remedies that are available to it.

    


               11.           Waiver.  Each
of the Debtor and the Pledgor waives any right that it may have to require
Secured Party to proceed against any other person, or proceed against or exhaust
any other security, or pursue any other remedy Secured Party may
have.

    


               12.           Term of
Agreement.  This Pledge Agreement shall continue in full force
and effect until the later of the payment in full of the Note, (the “Pledge
Termination Events”.  Upon the last Pledge Termination Event to occur,
the security interests in the relevant Collateral shall be deemed released, and
any portion of the Collateral not transferred to or sold by any one or more
Secured Party shall be returned to the Pedgors.  Upon termination of
this Pledge Agreement, the relevant Collateral shall be returned within five (5)
Trading Days to Debtor or to the Pledgor, as contemplated above.

    


    13.           Reserved.

    


    14.           General
Provisions:

    


    14.1           Binding Agreement; No
Modification of Transaction Documents.  This Pledge Agreement
shall be binding upon and shall inure to the benefit of the successors and
assigns of the respective parties hereto.  Except to the extent
specifically provided herein, nothing in this Pledge Agreement shall limit or
modify any provision of any of the Transaction Documents

    


    14.2           Captions.  The
headings used in this Pledge Agreement are inserted for reference purposes only
and shall not be deemed to define, limit, extend, describe, or affect in any way
the meaning, scope or interpretation of any of the terms or provisions of this
Pledge Agreement or the intent hereof.

    


    14.3           Counterparts.  This
Pledge Agreement may be signed in any number of counterparts with the same
effect as if the signatures upon any counterpart were upon the same
instrument.  All signed counterparts shall be deemed to be one
original.  A facsimile transmission of this signed Pledge Agreement
shall be legal and binding on all parties hereto.

    


    14.4           Further
Assurances.  The parties hereto agree that, from time to time
upon the written request of any party hereto, they will execute and deliver such
further documents and do such other acts and things as such party may reasonably
request in order fully to effect the purposes of this Pledge Agreement. The
Transfer Agent Instructions annexed hereto are deemed an integral part of this
Pledge Agreement.

     

     

    
 

    
      
        
        

      

      
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    14.5           Waiver of
Breach.  Any waiver by either party of any breach of any kind
or character whatsoever by the other, whether such be direct or implied, shall
not be construed as a continuing waiver of or consent to any subsequent breach
of this Pledge Agreement.

    


    14.6           Cumulative
Remedies.  The rights and remedies of the parties hereto shall
be construed cumulatively, and none of such rights and remedies shall be
exclusive of, or in lieu or limitation of any other right, remedy, or priority
allowed by applicable law.

    


    14.7           Amendment.  This
Pledge Agreement may be modified only in a written document that refers to this
Pledge Agreement and is executed by Secured Party, the Pledgor and the
Debtor.

    


    14.8           Interpretation.  This
Pledge Agreement shall be interpreted, construed, and enforced according to the
substantive laws of the State of New York.

    


    14.9           Governing
Law.  This Pledge Agreement shall be governed by and construed
in accordance with the laws of the State of New York.  Each of the
parties consents to the jurisdiction of the federal courts whose districts
encompass any part of the County of New York or the state courts of the State of
New York sitting in the County of New York in connection with any dispute
arising under this Pledge Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non coveniens, to the
bringing of any such proceeding in such jurisdictions.

    


    14.10           WAIVER OF JURY
TRIAL.  The parties to this Pledge Agreement hereby waive a
trial by jury in any action, proceeding or counterclaim brought by any of them
against any other in respect of any matter arising out or in connection with
this Pledge Agreement.

    


    14.11           
Notice.  Any
notice or other communication required or permitted to be given hereunder shall
be effective upon receipt.  Such notices may be sent (i) in the United
States mail, postage prepaid and certified, (ii) by express courier with
receipt, (iii) by facsimile transmission, with a copy subsequently delivered as
in (i) or (ii) above.  Any such notice shall be addressed or
transmitted as follows:

    


    If to the
Secured Party, to:

    Linlithgow
Holdings, LLC

    110 North
Boulder Highway, Suite 120-21

    Henderson,
NV 89015

    Tel:
949-885-6110

    Fax:310-820-4564

    If to
Beyond Commerce, Inc., to: Mark Noffke

    9029
South Pecos Road, Suite 2800, Henderson, NV 89074

    Tel:
702-463-7000

    Fax:702-481-1990

    


    Any party
may change its address by notice similarly given to the other parties (except
that a Secured Party need not give notice to other Secured Party).

     

     

    14.12           Acknowledgement by Debtor
and Pledgors.  In the event that any provision of the
Transaction Documents or this Pledge Agreement as applied to any party or
circumstances shall be adjudged by a court to be invalid or unenforceable, each
of the Debtor or the Pledgor, as the case may be, acknowledges and agrees that
this Pledge Agreement shall remain valid and enforceable in all respects against
the Debtor and the Pledgor.

    


     [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.

      THE
SIGNATURES OF THE PARTIES ARE ON THE NEXT PAGE.]

    


    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the day, month
and year first above written.

    


    LINLITHGOW
HOLDINGS LLC

     

    
      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Rhett
      McNulty	 
	 	 	Name Rhett
      McNulty	 
	 	 	Title Member/President	 
	 	 	 	 


        

      

    

    


    


    


    BEYOND
COMMERCE, INC.

    


    
       

      
        
          
            	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Robert
      McNulty	 
	 	 	Name Robert
      McNulty	 
	 	 	Title Chief
      Executive Officer	 
	 	 	 	 


          

        

      

      


    

    


    BEYOND
COMMERCE, INC., as PLEDGOR

    


    
       

      
        
          
            	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Robert
      McNulty	 
	 	 	Name Robert
      McNulty	 
	 	 	Title Chief
      Executive Officer	 
	 	 	 	 


          

        

      

    

    
 

    
      
        
        

      

      
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    SCHEDULE
2

    


               The
following shares are pledged hereunder as the Pledged Shares, each certificate
in the name of:

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Holder's
      Name

                                	
                                  Certificate
      No.

                                	 	
                                  No.
      of Shares

                                	 	
                                  Date
      of Acquisition

                                
	
                                  Beyond
      Commerce, Inc.

                                	 
      	 	 	
                                  6,000,000

                                	 	 
      
	 
      	 
      	 	 	 	 	 
      
	 
      	 
      	 	 	 	 	 
      
	 
      	 
      	 	 	 	 	 
      
	 
      	 
      	 	 	 	 	 
      
	 
      	 
      	 	 	 	 	 
      
	
                                  Total

                                	 	 	
                                  6,000,000

                                	 	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

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