ex102.htm


    


     

    NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN SECURED BY SUCH SECURITIES.

    


    COMMON
STOCK PURCHASE WARRANT

    


    To
Purchase 1,782,000
Shares of Common Stock of

     

    BEYOND
COMMERCE, INC.

     

    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
that, for value received, LINLITHGOW HOLDINGS LLC (the
“Holder”), is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time from on or after the date hereof
(the “Initial Exercise
Date”) to on or prior to the close of business on May 20, 2014, the five
year anniversary of the Initial Exercise Date, (the “Termination Date”)
but not thereafter, to subscribe for and purchase from Beyond Commerce, Inc., a
Nevada corporation (the “Company”), 1,782,000 shares (the “Warrant Shares”) of
Common Stock, $0.001 par value, of the Company (the “Common
Stock”).  The purchase price of one share of Common Stock under
this Warrant shall be equal to the Exercise Price, as defined in Section
2(b).

     

    
      	
              Section
      1.

            	
              Definitions.  Capitalized
      terms used and not otherwise defined herein shall have the meanings set
      forth in that certain Purchase Agreement (the “Purchase
      Agreement”), dated May 20, 2009, between Linlithgow Holdings, LLC
      and the Holder.

            


    

     

    Section
2.              Exercise.

     

    
      	
              a)  

            	
              Exercise of
      Warrant.  Exercise of the purchase rights represented by
      this Warrant may be made at any time or times on or after the Initial
      Exercise Date and on or before the Termination Date by delivery to the
      Company of a duly executed facsimile copy of the Notice of Exercise Form
      annexed  hereto (or such other office or agency of the Company
      as it may designate by notice in writing to the registered Holder at the
      address of such Holder appearing on the books of the Company); provided, however, within
      5 Trading Days of the date said Notice of Exercise is delivered to the
      Company, the Holder shall have surrendered this Warrant to the Company and
      the Company shall have received  payment of the aggregate
      Exercise Price of the shares thereby purchased by wire transfer or
      cashier’s check drawn on a United States
bank.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              b)  

            	
              Exercise
      Price.  The exercise price of the Common Stock under this
      Warrant shall be be $0.90 per share.  (the “Exercise
      Price”), subject to adjustment pursuant to Section 3
      hereof.

            


    

     

    
      	
              c)  

            	
              Cashless
      Exercise.  This Warrant may also be exercised by means of
      a “cashless exercise” in which the Holder shall be entitled to receive a
      certificate for the number of Warrant Shares equal to the quotient
      obtained by dividing [(A-B) (X)] by (A),
where:

            


    

     

    
      	
               
      

            	 	
              (A)
      = the VWAP on the Trading Day immediately preceding the date of such
      election;

            


    

    


    
      	
               
      

            	
              (B)  =
      the Exercise Price of this Warrant, as adjusted;
  and

            


    

    


    (X) = the
number of Warrant Shares issuable upon exercise of this Warrant in accordance
with the terms of this Warrant by means of a cash exercise rather than a
cashless exercise.

    


    
      	
              d)  

            	
              Exercise
      Limitations; Holder’s
      Restrictions.  The Holder shall not have the right to
      exercise any portion of this Warrant, pursuant to Section 2(c) or
      otherwise, to the extent that after giving effect to such issuance after
      exercise, the Holder (together with the Holder’s affiliates), as set forth
      on the applicable Notice of Exercise, would beneficially own in excess of
      4.9% of the number of shares of the Common Stock outstanding immediately
      after giving effect to such issuance.  For purposes of the foregoing
      sentence, the number of shares of Common Stock beneficially owned by the
      Holder and its affiliates shall include the number of shares of Common
      Stock issuable upon exercise of this Warrant with respect to which the
      determination of such sentence is being made, but shall exclude the number
      of shares of Common Stock which would be issuable upon (A) exercise of the
      remaining, nonexercised portion of this Warrant beneficially owned by the
      Holder or any of its affiliates and (B) exercise or conversion of the
      unexercised or nonconverted portion of any other securities of the Company
      (including, without limitation, any other Notes or Warrants) subject to a
      limitation on conversion or exercise analogous to the limitation contained
      herein beneficially owned by the Holder or any of its affiliates. 
      Except as set forth in the preceding sentence, for purposes of this
      Section 2(d), beneficial ownership shall be calculated in accordance with
      Section 13(d) of the Exchange Act, it being acknowledged by Holder that
      the Company is not representing to Holder that such calculation is in
      compliance with Section 13(d) of the Exchange Act and Holder is solely
      responsible for any schedules required to be filed in accordance
      therewith.   To the extent that the limitation contained in
      this Section 2(d) applies, the determination of whether this Warrant is
      exercisable (in relation to other securities owned by the Holder) and of
      which a portion of this Warrant is exercisable shall be in the sole
      discretion of such Holder, and the submission of a Notice of Exercise
      shall be deemed to be such Holder’s determination of whether this Warrant
      is exercisable (in relation to other securities owned by such Holder) and
      of which portion of this Warrant is exercisable, in each case subject to
      such aggregate percentage limitation, and the Company shall have no
      obligation to verify or confirm the accuracy of such
      determination.  For purposes of this Section 2(d), in
      determining the number of outstanding shares of Common Stock, the Holder
      may rely on the number of outstanding shares of Common Stock as reflected
      in (x) the Company’s most recent Form 10-Q or Form 10-K (or similar form),
      as the case may be, (y) a more recent public announcement by the Company
      or (z) any other notice by the Company or the Company’s Transfer Agent
      setting forth the number of shares of Common Stock outstanding.  Upon
      the written or oral request of the Holder, the Company shall within two
      Trading Days confirm orally and in writing to the Holder the number of
      shares of Common Stock then outstanding.  In any case, the number of
      outstanding shares of Common Stock shall be determined after giving effect
      to the conversion or exercise of securities of the Company, including this
      Warrant, by the Holder or its affiliates since the date as of which such
      number of outstanding shares of Common Stock was reported.  The
      provisions of this Section 2(d) may be waived by the Holder upon, at the
      election of the Holder, not less than 61 days’ prior notice to the
      Company, and the provisions of this Section 2(d) shall continue to apply
      until such 61st
      day (or such later date, as determined by the Holder, as may be specified
      in such notice of waiver).

            


    

     

     

     

    
      
        
        

      

      
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              e)  

            	
              Mechanics of
      Exercise.

            


    

    


    
      	
              i)  

            	
                    Authorization of
      Warrant Shares.  The Company covenants that all Warrant
      Shares which may be issued upon the exercise of the purchase rights
      represented by this Warrant will, upon exercise of the purchase rights
      represented by this Warrant, be duly authorized, validly issued, fully
      paid and nonassessable and free from all taxes, liens and charges in
      respect of the issue thereof (other than taxes in respect of any transfer
      occurring contemporaneously with such issue).  The Company
      covenants that during the period the Warrant is outstanding, it will
      reserve from its authorized and unissued Common Stock a sufficient number
      of shares to provide for the issuance of the Warrant Shares upon the
      exercise of any purchase rights under this Warrant.  The Company
      further covenants that its issuance of this Warrant shall constitute full
      authority to its officers who are charged with the duty of executing stock
      certificates to execute and issue the necessary certificates for the
      Warrant Shares upon the exercise of the purchase rights under this
      Warrant.  The Company will take all such reasonable action as
      may be necessary to assure that such Warrant Shares may be issued as
      provided herein without violation of any applicable law or regulation, or
      of any requirements of the Trading Market upon which the Common Stock may
      be listed.

            


    

     

    
      	
              ii)  

            	
                    Delivery of
      Certificates Upon Exercise.  Certificates for shares
      purchased hereunder shall be transmitted by the transfer agent of the
      Company to the Holder by crediting the account of the Holder’s prime
      broker with the Depository Trust Company through its Deposit Withdrawal
      Agent Commission (“DWAC”) system
      if the Company is a participant in such system, and otherwise by physical
      delivery to the address specified by the Holder in the Notice of Exercise
      within 3 Trading Days from the delivery to the Company of the Notice of
      Exercise Form, surrender of this Warrant and payment of the aggregate
      Exercise Price as set forth above (“Warrant Share Delivery
      Date”).  This Warrant shall be deemed to have been
      exercised on the date the Exercise Price is received by the
      Company.  The Warrant Shares shall be deemed to have been
      issued, and Holder or any other person so designated to be named therein
      shall be deemed to have become a holder of record of such shares for all
      purposes, as of the date the Warrant has been exercised by payment to the
      Company of the Exercise Price and all taxes required to be paid by the
      Holder, if any, pursuant to Section 2(e)(vii) prior to the issuance of
      such shares, have been paid.

            


    

     

     

     

    
      
        
        

      

      
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              iii)  

            	
                    Delivery of New
      Warrants Upon Exercise.  If this Warrant shall have been
      exercised in part, the Company shall, at the time of delivery of the
      certificate or certificates representing Warrant Shares, deliver to Holder
      a new Warrant evidencing the rights of Holder to purchase the unpurchased
      Warrant Shares called for by this Warrant, which new Warrant shall in all
      other respects be identical with this
Warrant.

            


    

     

    
      	
              iv)  

            	
                    Rescission
      Rights.  If the Company fails to cause its transfer agent
      to transmit to the Holder a certificate or certificates representing the
      Warrant Shares pursuant to this Section 2(e)(iv) by the Warrant Share
      Delivery Date, then the Holder will have the right to rescind such
      exercise.

            


    

     

    
      	
              v)  

            	
                    Compensation for
      Buy-In on Failure to Timely Deliver Certificates Upon
      Exercise.  In addition to any other rights available to
      the Holder, if the Company fails to cause its transfer agent to transmit
      to the Holder a certificate or certificates representing the Warrant
      Shares pursuant to an exercise on or before the Warrant Share Delivery
      Date, and if after such date the Holder is required by its broker to
      purchase (in an open market transaction or otherwise) shares of Common
      Stock to deliver in satisfaction of a sale by the Holder of the Warrant
      Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then
      the Company shall (1) pay in cash to the Holder the amount by which (x)
      the Holder’s total purchase price (including brokerage commissions, if
      any) for the shares of Common Stock so purchased exceeds (y) the amount
      obtained by multiplying (A) the number of Warrant Shares that the Company
      was required to deliver to the Holder in connection with the exercise at
      issue times (B) the price at which the sell order giving rise to such
      purchase obligation was executed, and (2) at the option of the Holder,
      either reinstate the portion of the Warrant and equivalent number of
      Warrant Shares for which such exercise was not honored or deliver to the
      Holder the number of shares of Common Stock that would have been issued
      had the Company timely complied with its exercise and delivery obligations
      hereunder.  For example, if the Holder purchases Common Stock
      having a total purchase price of $11,000 to cover a Buy-In with respect to
      an attempted exercise of shares of Common Stock with an aggregate sale
      price giving rise to such purchase obligation of $10,000, under clause (1)
      of the immediately preceding sentence the Company shall be required to pay
      the Holder $1,000. The Holder shall provide the Company written notice
      indicating the amounts payable to the Holder in respect of the Buy-In,
      together with applicable confirmations and other evidence reasonably
      requested by the Company.  Nothing herein shall limit a Holder’s
      right to pursue any other remedies available to it hereunder, at law or in
      equity including, without limitation, a decree of specific performance
      and/or injunctive relief with respect to the Company’s failure to timely
      deliver certificates representing shares of Common Stock upon exercise of
      the Warrant as required pursuant to the terms
  hereof.

            


    

     

     

     

    
      
        
        

      

      
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              vi)  

            	
                    No Fractional Shares
      or Scrip.  No fractional shares or scrip representing
      fractional shares shall be issued upon the exercise of this
      Warrant.  As to any fraction of a share which Holder would
      otherwise be entitled to purchase upon such exercise, the Company shall
      pay a cash adjustment in respect of such final fraction in an amount equal
      to such fraction multiplied by the Exercise
  Price.

            


    

     

    
      	
              vii)  

            	
                    Charges, Taxes and
      Expenses.  Issuance of certificates for Warrant Shares
      shall be made without charge to the Holder for any issue or transfer tax
      or other incidental expense in respect of the issuance of such
      certificate, all of which taxes and expenses shall be paid by the Company,
      and such certificates shall be issued in the name of the Holder or in such
      name or names as may be directed by the Holder; provided, however, that
      in the event certificates for Warrant Shares are to be issued in a name
      other than the name of the Holder, this Warrant when surrendered for
      exercise shall be accompanied by the Assignment Form attached hereto duly
      executed by the Holder; and the Company may require, as a condition
      thereto, the payment of a sum sufficient to reimburse it for any transfer
      tax incidental thereto.

            


    

     

    
      	
              viii)  

            	
                    Closing of
      Books.  The Company will not close its stockholder books
      or records in any manner which prevents the timely exercise of this
      Warrant, pursuant to the terms
hereof.

            


    

     

    Section
3.                      Certain Adjustments.

     

    
      	
              a)  

            	
                    Stock Dividends and
      Splits. If the Company, at any time while this Warrant is
      outstanding: (A) pays a stock dividend or otherwise make a distribution or
      distributions on shares of its Common Stock or any other equity or equity
      equivalent securities payable in shares of Common Stock (which, for
      avoidance of doubt, shall not include any shares of Common Stock issued by
      the Company pursuant to this Warrant), (B) subdivides outstanding shares
      of Common Stock into a larger number of shares, (C) combines (including by
      way of reverse stock split) outstanding shares of Common Stock into a
      smaller number of shares, or (D) issues by reclassification of shares of
      the Common Stock any shares of capital stock of the Company, then in each
      case the Exercise Price shall be multiplied by a fraction of which the
      numerator shall be the number of shares of Common Stock (excluding
      treasury shares, if any) outstanding before such event and of which the
      denominator shall be the number of shares of Common Stock outstanding
      after such event and the number of shares issuable upon exercise of this
      Warrant shall be proportionately adjusted.  Any adjustment made
      pursuant to this Section 3(a) shall become effective immediately after the
      record date for the determination of stockholders entitled to receive such
      dividend or distribution and shall become effective immediately after the
      effective date in the case of a subdivision, combination or
      re-classification.

            


    

     

     

     

    
      
        
        

      

      
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              b)  

            	
              Subsequent Equity
      Sales. If the Company or any Subsidiary thereof, as applicable, at
      any time while this Warrant is outstanding, shall offer, sell, grant any
      option to purchase or offer, sell or grant any right to reprice its
      securities, or otherwise dispose of or issue (or announce any offer, sale,
      grant or any option to purchase or other disposition) any Common Stock or
      Common Stock Equivalents entitling any Person to acquire shares of Common
      Stock, at an effective price per share less than the then Exercise Price
      (such lower price, the “Base Share
      Price” and such issuances collectively, a “Dilutive
      Issuance”), as adjusted hereunder (if the holder of the Common
      Stock or Common Stock Equivalents so issued shall at any time, whether by
      operation of purchase price adjustments, reset provisions, floating
      conversion, exercise or exchange prices or otherwise, or due to warrants,
      options or rights per share which is issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective
      price per share which is less than the Exercise Price, such issuance shall
      be deemed to have occurred for less than the Exercise Price), then, the
      Exercise Price shall be reduced to equal the Base Share Price and the
      number of Warrant Shares issuable hereunder shall be increased such that
      the aggregate Exercise Price payable hereunder, after taking into account
      the decrease in the Exercise Price, shall be equal to the aggregate
      Exercise Price prior to such adjustment. Such adjustment shall be made
      whenever such Common Stock or Common Stock Equivalents are
      issued.  Such adjustment shall be made whenever such Common
      Stock or Common Stock Equivalents are issued.  The Company shall
      notify the Holder in writing, no later than the Trading Day following the
      issuance of any Common Stock or Common Stock Equivalents subject to this
      section, indicating therein the applicable issuance price, or of
      applicable reset price, exchange price, conversion price and other pricing
      terms (such notice the “Dilutive Issuance
      Notice”).  For purposes of clarification, whether or not
      the Company provides a Dilutive Issuance Notice pursuant to this Section
      3(b), upon the occurrence of any Dilutive Issuance, after the date of such
      Dilutive Issuance the Holder is entitled to receive a number of Warrant
      Shares based upon the Base Share Price regardless of whether the Holder
      accurately refers to the Base Share Price in the Notice of
      Exercise

            


    

     

    
      	
              c)  

            	
              Pro Rata
      Distributions.  If the Company, at any time prior to the
      Termination Date, shall distribute to all holders of Common Stock (and not
      to Holders of the Warrants) evidences of its indebtedness or assets or
      rights or warrants to subscribe for or purchase any security other than
      the Common Stock (which shall be subject to Section 3(b)), then in each
      such case the Exercise Price shall be adjusted by multiplying the Exercise
      Price in effect immediately prior to the record date fixed for
      determination of stockholders entitled to receive such distribution
      by a fraction of which the denominator shall be the
      VWAP (“VWAP” shall
      mean for any date, the price determined by the first of the following
      clauses that applies: (a) if the Common Stock is then listed or quoted on
      a Trading Market, the daily volume weighted average price of the Common
      Stock for such date (or the nearest preceding date) on the Trading Market
      on which the Common Stock is then listed or quoted as reported by
      Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time)
      to 4:02 p.m. (New York City time); (b)  if the OTC Bulletin Board is
      not a Trading Market, the volume weighted average price of the Common
      Stock for such date (or the nearest preceding date) on the OTC Bulletin
      Board; (c) if the Common Stock is not then quoted for trading on the OTC
      Bulletin Board and if prices for the Common Stock are then reported in the
      “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or
      agency succeeding to its functions of reporting prices), the most recent
      bid price per share of the Common Stock so reported; or (d) in all
      other cases, the fair market value of a share of Common Stock as
      determined by an independent appraiser selected in good faith by the
      Purchasers of a majority in interest of the Securities then outstanding
      and reasonably acceptable to the Company) determined as of the record date
      mentioned above, and of which the numerator shall be such VWAP on such
      record date less the then per share fair market value at
      such record date of the portion of such assets or evidence of
      indebtedness so distributed applicable to one outstanding share of the
      Common Stock as determined by the Board of Directors in good
      faith.  In either case the adjustments shall be described in a
      statement provided to the Holders of the portion of assets or evidences of
      indebtedness so distributed or such subscription rights applicable to one
      share of Common Stock.  Such adjustment shall be made whenever
      any such distribution is made and shall become effective immediately after
      the record date mentioned above.

            


    

     

     

     

    
      
        
        

      

      
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              d)  

            	
              Exempt
      Issuance. Notwithstanding the foregoing, no adjustment shall be
      made pursuant to this Section 3 with respect to an Exempt
      Issuance.  An “Exempt Issuance” shall be defined as the issuance
      of (a) shares of Common Stock or options to employees, officers or
      directors of the Company pursuant to any stock or option plan duly adopted
      by a majority of the non-employee members of the Board of Directors of the
      Company or a majority of the members of a committee of non-employee
      directors established for such purpose, (b) securities upon the exercise
      or exchange of or conversion of any Securities issued hereunder and/or
      securities exercisable or exchangeable for or convertible into shares of
      Common Stock issued and outstanding on the date of this Agreement,
      provided that such securities have not been amended since the date of this
      Agreement to increase the number of such securities or to decrease the
      exercise, exchange or conversion price of any such securities, and (c)
      securities issued pursuant to acquisitions or strategic transactions,
      provided any such issuance shall only be to a Person which is, itself or
      through its subsidiaries, an operating company in a business synergistic
      with the business of the Company and in which the Company receives
      benefits in addition to the investment of funds, but shall not include a
      transaction in which the Company is issuing securities primarily for the
      purpose of raising capital or to an entity whose primary business is
      investing in securities

            


    

     

    
      	
              e)  

            	
              Calculations.
      All calculations under this Section 3 shall be made to the nearest cent or
      the nearest 1/100th of a share, as the case may be. The number of shares
      of Common Stock outstanding at any given time shall not includes shares of
      Common Stock owned or held by or for the account of the Company, and the
      description of any such shares of Common Stock shall be considered on
      issue or sale of Common  Stock.  For purposes of this
      Section 3, the
      number of shares of Common Stock deemed to be issued and
      outstanding as of a given date shall be the sum of the number of shares of
      Common Stock (excluding treasury shares, if any) issued and
      outstanding.

            


    

     

     

     

    
      
        
        

      

      
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    f) Notice to
Holders.

     

    i. Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to this Section
3, the Company shall promptly mail to each Holder a notice setting forth the
Exercise Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. If the Company issues a variable rate security,
the Company shall be deemed to have issued Common Stock or Common Stock
Equivalents at the lowest possible conversion or exercise price at which such
securities may be converted or exercised.

     

    ii. Notice to Allow Exercise by
Holder. If (A) the Company shall declare a dividend (or any other
distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the
Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights; (D) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be mailed to the Holder
at its last addresses as it shall appear upon the Warrant Register of the
Company, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of such dividend, distribution, redemption, rights
or warrants, or if a record is not to be taken, the date as of which the holders
of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is
expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange; provided, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice.  The Holder is entitled to exercise this Warrant
during the 20-day period commencing the date of such notice to the effective
date of the event triggering such notice.

     

    
      	
              g)  

            	
              Fundamental
      Transaction. If, at any time while this Warrant is outstanding, (A)
      the Company effects any merger or consolidation of the Company with or
      into another Person, (B) the Company effects any sale of all or
      substantially all of its assets in one or a series of related
      transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of
      Common Stock are permitted to tender or exchange their shares for other
      securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange
      pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property (in any such case, a
      “Fundamental
      Transaction”), then, upon any subsequent conversion of this
      Warrant, the Holder shall have the right to receive, for each Warrant
      Share that would have been issuable upon such exercise absent such
      Fundamental Transaction, at the option of the Holder, (a) upon exercise of
      this Warrant, the number of shares of Common Stock of the successor or
      acquiring corporation or of the Company, if it is the surviving
      corporation, and Alternate Consideration receivable upon or as a result of
      such reorganization, reclassification, merger, consolidation or
      disposition of assets by a Holder of the number of shares of Common Stock
      for which this Warrant is exercisable immediately prior to such event or
      (b) cash equal to the value of this Warrant as determined in accordance
      with the Black-Scholes option pricing formula (the “Alternate
      Consideration”).  For purposes of any such exercise, the
      determination of the Exercise Price shall be appropriately adjusted to
      apply to such Alternate Consideration based on the amount of Alternate
      Consideration issuable in respect of one share of Common Stock in such
      Fundamental Transaction, and the Company shall apportion the Exercise
      Price among the Alternate Consideration in a reasonable manner reflecting
      the relative value of any different components of the Alternate
      Consideration.  If holders of Common Stock are given any choice
      as to the securities, cash or property to be received in a Fundamental
      Transaction, then the Holder shall be given the same choice as to the
      Alternate Consideration it receives upon any exercise of this Warrant
      following such Fundamental Transaction.  To the extent necessary
      to effectuate the foregoing provisions, any successor to the Company or
      surviving entity in such Fundamental Transaction shall issue to the Holder
      a new warrant consistent with the foregoing provisions and evidencing the
      Holder’s right to exercise such warrant into Alternate Consideration. The
      terms of any agreement pursuant to which a Fundamental Transaction is
      effected shall include terms requiring any such successor or surviving
      entity to comply with the provisions of this paragraph (f) and insuring
      that this Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.

            


    

     

    
      	
              h)  

            	
              Voluntary Adjustment
      By Company. The Company may at any time during the term of this
      Warrant reduce the then current Exercise Price to any amount and for any
      period of time deemed appropriate by the Board of Directors of the
      Company.

            


    

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    Section
4.                      Transfer of
Warrant.

     

    
      	
              a)  

            	
              Transferability.  Subject
      to compliance with any applicable securities laws and the conditions set
      forth in Sections 5(a) and 4(d) hereof, this Warrant and all rights
      hereunder are transferable, in whole or in part, upon surrender of this
      Warrant at the principal office of the Company, together with a written
      assignment of this Warrant substantially in the form attached hereto duly
      executed by the Holder or its agent or attorney and funds sufficient to
      pay any transfer taxes payable upon the making of such
      transfer.  Upon such surrender and, if required, such payment,
      the Company shall execute and deliver a new Warrant or Warrants in the
      name of the assignee or assignees and in the denomination or denominations
      specified in such instrument of assignment, and shall issue to the
      assignor a new Warrant evidencing the portion of this Warrant not so
      assigned, and this Warrant shall promptly be cancelled.  A
      Warrant, if properly assigned, may be exercised by a new holder for the
      purchase of Warrant Shares without having a new Warrant
      issued.

            


    

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    
      	
              b)  

            	
              New Warrants.
      This Warrant may be divided or combined with other Warrants upon
      presentation hereof at the aforesaid office of the Company, together with
      a written notice specifying the names and denominations in which new
      Warrants are to be issued, signed by the Holder or its agent or
      attorney.  Subject to compliance with Section 4(a), as to any
      transfer which may be involved in such division or combination, the
      Company shall execute and deliver a new Warrant or Warrants in exchange
      for the Warrant or Warrants to be divided or combined in accordance with
      such notice.

            


    

     

    
      	
              c)  

            	
              Warrant
      Register. The Company shall register this Warrant, upon records to
      be maintained by the Company for that purpose (the “Warrant
      Register”), in the name of the record Holder hereof from time to
      time.  The Company may deem and treat the registered Holder of
      this Warrant as the absolute owner hereof for the purpose of any exercise
      hereof or any distribution to the Holder, and for all other purposes,
      absent actual notice to the
contrary.

            


    

     

    
      	
              d)  

            	
              Transfer
      Restrictions. If, at the time of the surrender of this Warrant in
      connection with any transfer of this Warrant, the transfer of this Warrant
      shall not be registered pursuant to an effective registration statement under the Securities Act and
      under applicable state securities or blue
      sky laws, the Company may require, as a condition of allowing such
      transfer (i) that the Holder or transferee of this Warrant, as the case
      may be, furnish to the Company a written opinion of counsel (which opinion
      shall be in form, substance and scope customary for opinions of counsel in
      comparable transactions) to the effect that such transfer may be made
      without registration under the
      Securities Act and under applicable state securities or blue sky laws,
      (ii) that the holder or transferee execute and deliver to the Company an
      investment letter in form and substance acceptable to the Company and
      (iii) that the transferee be an “accredited investor” as defined in Rule
      501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
      Securities Act or a qualified institutional buyer as defined in Rule
      144A(a) under the Securities
Act.

            


    

     

    Section
5.              
Miscellaneous.

     

    
      	
              a)  

            	
              Title to
      Warrant.  Prior to the Termination Date and subject to
      compliance with applicable laws and Section 4 of this Warrant, this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the office or agency of the Company by the Holder in person or by duly
      authorized attorney, upon surrender of this Warrant together with the
      Assignment Form annexed hereto properly endorsed.  The
      transferee shall sign an investment letter in form and substance
      reasonably satisfactory to the
Company.

            


    

     

    
      	
              b)  

            	
              No Rights as
      Shareholder Until Exercise.  This Warrant does not
      entitle the Holder to any voting rights or other rights as a shareholder
      of the Company prior to the exercise hereof.  Upon the surrender
      of this Warrant and the payment of the aggregate Exercise Price (or by
      means of a cashless exercise), the Warrant Shares so purchased shall be
      and be deemed to be issued to such Holder as the record owner of such
      shares as of the close of business on the later of the date of such
      surrender or payment.

            


    

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    
      	
              c)  

            	
              Loss, Theft,
      Destruction or Mutilation of Warrant. The Company covenants that
      upon receipt by the Company of evidence reasonably satisfactory to it of
      the loss, theft, destruction or mutilation of this Warrant or any stock
      certificate relating to the Warrant Shares, and in case of loss, theft or
      destruction, of indemnity or security reasonably satisfactory to it
      (which, in the case of the Warrant, shall not include the posting of any
      bond), and upon surrender and cancellation of such Warrant or stock
      certificate, if mutilated, the Company will make and deliver a new Warrant
      or stock certificate of like tenor and dated as of such cancellation, in
      lieu of such Warrant or stock
certificate.

            


    

     

    
      	
              d)  

            	
              Saturdays, Sundays,
      Holidays, etc.  If the last or appointed day for the
      taking of any action or the expiration of any right required or granted
      herein shall be a Saturday, Sunday or a legal holiday, then such action
      may be taken or such right may be exercised on the next succeeding day not
      a Saturday, Sunday or legal
holiday.

            


    

     

    
      	
              e)  

            	
              Authorized
      Shares. The Company covenants that during the period the Warrant is
      outstanding, it will reserve from its authorized and unissued Common Stock
      a sufficient number of shares to provide for the issuance of the Warrant
      Shares upon the exercise of any purchase rights under this
      Warrant.  The Company further covenants that its issuance of
      this Warrant shall constitute full authority to its officers who are
      charged with the duty of executing stock certificates to execute and issue
      the necessary certificates for the Warrant Shares upon the exercise of the
      purchase rights under this Warrant.  The Company will take all
      such reasonable action as may be necessary to assure that such Warrant
      Shares may be issued as provided herein without violation of any
      applicable law or regulation, or of any requirements of the trading market
      upon which the Common Stock may be
listed.

            


    

     

    Except
and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, 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
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this
Warrant.

     

    Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.

     

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    
      	
              f)  

            	
              Jurisdiction.
      All questions concerning the construction, validity, enforcement and
      interpretation of this Warrant shall be determined in accordance with the
      provisions of the Purchase
Agreement.

            


    

     

    
      	
              g)  

            	
              Restrictions.  The
      Holder acknowledges that the Warrant Shares acquired upon the exercise of
      this Warrant, if not registered, will have restrictions upon resale
      imposed by state and federal securities
laws.

            


    

     

    
      	
              h)  

            	
              Nonwaiver and
      Expenses.  No course of dealing or any delay or failure
      to exercise any right hereunder on the part of Holder shall operate as a
      waiver of such right or otherwise prejudice Holder’s rights, powers or
      remedies, notwithstanding the fact that all rights hereunder terminate on
      the Termination Date.  If the Company willfully and knowingly
      fails to comply with any provision of this Warrant, which results in any
      material damages to the Holder, the Company shall pay to Holder such
      amounts as shall be sufficient to cover any costs and expenses including,
      but not limited to, reasonable attorneys’ fees, including those of
      appellate proceedings, incurred by Holder in collecting any amounts due
      pursuant hereto or in otherwise enforcing any of its rights, powers or
      remedies hereunder.

            


    

     

    
      	
              i)  

            	
              Notices.  Any
      notice, request or other document required or permitted to be given or
      delivered to the Holder by the Company shall be delivered in accordance
      with the notice provisions of the Purchase
  Agreement.

            


    

     

    
      	
              j)  

            	
              Limitation of
      Liability.  No provision hereof, in the absence of any
      affirmative action by Holder to exercise this Warrant or purchase Warrant
      Shares, and no enumeration herein of the rights or privileges of Holder,
      shall give rise to any liability of Holder for the purchase price of any
      Common Stock or as a stockholder of the Company, whether such liability is
      asserted by the Company or by creditors of the
  Company.

            


    

     

    
      	
              k)  

            	
              Remedies.  Holder,
      in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, will be entitled to specific performance of
      its rights under this Warrant.  The Company agrees that monetary
      damages would not be adequate compensation for any loss incurred by reason
      of a breach by it of the provisions of this Warrant and hereby agrees to
      waive the defense in any action for specific performance that a remedy at
      law would be adequate.

            


    

     

    
      	
              l)  

            	
              Successors and
      Assigns.  Subject to applicable securities laws, this
      Warrant and the rights and obligations evidenced hereby shall inure to the
      benefit of and be binding upon the successors of the Company and the
      successors and permitted assigns of Holder.  The provisions of
      this Warrant are intended to be for the benefit of all Holders from time
      to time of this Warrant and shall be enforceable by any such Holder or
      holder of Warrant Shares.

            


    

     

    
      	
              m)  

            	
              Amendment.  This
      Warrant may be modified or amended or the provisions hereof waived with
      the written consent of the Company and the
  Holder.

            


    

     

    
      	
              n)  

            	
              Severability.  Wherever
      possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any
      provision of this Warrant shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition or invalidity, without invalidating the remainder of such
      provisions or the remaining provisions of this
  Warrant.

            


    

     

    
      	
              o)  

            	
              Headings.  The
      headings used in this Warrant are for the convenience of reference only
      and shall not, for any purpose, be deemed a part of this
      Warrant.

            


    

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

     

    


    Dated:  May
20, 2009

    

      
        
          	 	BEYOND
      COMMERCE, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

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


        

      
 

     

    
      	
               

               

               

            
	
                 

            


    

    


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    NOTICE
OF EXERCISE

    


    
      	
               
      

            	
              TO:             

            


    

    


    (1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.

     

    (2) Payment
shall take the form of (check applicable box):

     

    [  ]
in lawful money of the United States; or

     

    [ ] the
cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in subsection 2(c), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in subsection 2(c).

     

    (3) Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

     

    _______________________________

    


    


    The
Warrant Shares shall be delivered to the following:

    


    _______________________________

    


    _______________________________

    


    _______________________________

    


    (4)  Accredited
Investor.  The undersigned is an “accredited investor” as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

    


    [SIGNATURE
OF HOLDER]

    


    Name of
Investing Entity:
________________________________________________________________________

    Signature of Authorized Signatory of
Investing Entity:
_________________________________________________

    Name of
Authorized Signatory:
___________________________________________________________________

    Title of
Authorized Signatory:
____________________________________________________________________

    Date:
________________________________________________________________________________________

    


    


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


     

    ASSIGNMENT
FORM

    


    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

    


    


    


    FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to

     

    


    _______________________________________________
whose address is

    


    _______________________________________________________________.

    


    


    


    _______________________________________________________________

    


    Dated:  ______________,
_______

    


    


    Holder’s
Signature:                                           _____________________________

    


    Holder’s
Address:                                           
 _____________________________

    


                                
_____________________________

    


    


    


    Signature
Guaranteed:  ___________________________________________

    


    


    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.

    


     

     

    14