ex101.htm


    
      


      


      


      


      THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

      


      US
$1,600,000

      


      ________________________________________

      


      SECURED
ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

      DUE
NOVEMBER 16, 2009

      


      FOR VALUE
RECEIVED, BEYOND COMMERCE, INC.  a corporation organized and existing
under the laws of the State of Nevada (the “Company”), promises to pay to LINLITHGOW HOLDINGS, LLC, the
registered holder hereof (the “Holder”), the principal sum of One Million Six
Hundred Thousand and 00/100  Dollars (US $1,600,000) on the
Maturity Date (as defined below) , 180 days from May 20, 2009, the date of
initial issuance of this Note (the “Issue Date”).

      


      This Note
is subject to the following additional provisions:

      


      1.           The
term “Maturity Date” means November 16, 2009.

      


      2.           (i)           This
Note may be prepaid in whole or in part at any time prior to the Maturity Date,
without penalty.  Any payment shall be applied as provided in Section
3.

      


      (ii)           TIME IS OF THE ESSENCE WITH
RESPECT TO ANY PAYMENT DUE HEREUNDER.  The Company shall be in
default hereunder if any payment is not made in a timely manner, without any
right to cure unless such right to cure is granted by the Holder in each
instance; provided, however, that the grant of such right is in the sole
discretion of the Holder and may be withheld for any reason or for no reason
whatsoever.

      


      3.           Interest.

      


      a) Payment of Interest in
Cash. The Company shall pay interest to the Holder on the outstanding
principal amount of this Note, in cash, at a sliding rate based on the following
scale, beginning on the Original Issue Date.  All Interest shall
become due and payable on the date this Note is paid in full:

      


      


      


      
        
          
          

        

        
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                              INTEREST
      RATE PER MONTH:

                            	
                              IF
      PAID IN FULL ON:

                            
	
                              1.5%

                            	
                              1-30
      days from the Issue Date

                            
	
                              3.0%

                            	
                              31-60
      days from the Issue Date

                            
	
                              4.5%

                            	
                              61-90
      days from the Issue Date

                            
	
                              6.0%

                            	
                              91-120
      days from the Issue Date

                            
	
                              7.5%

                            	
                              121-150
      days from the Issue Date

                            
	
                              9.0%

                            	
                              151-180
      days from the Issue
Date

                            


                    

                  

                

              

            

          

        

      

      


      


      b) Interest
Calculations. Interest shall be calculated on the basis of a 360-day year
and shall accrue daily commencing on the Original Issue Date until payment in
full of the principal sum, together with all accrued and unpaid interest and
other amounts which may become due hereunder, has been
made.    Interest hereunder will be paid to the
Holder.

      


      c) Late
Fee.  All overdue accrued and unpaid interest to be paid
hereunder shall entail a late fee at the rate of 18% per annum (or such lower
maximum amount of interest permitted to be charged under applicable law) (“Late Fees”) which
will accrue daily, from the date such interest is due hereunder through and
including the date of payment.

      


      4.           All
payments contemplated hereby shall be applied first to the principal, then to
Interest.

      


      5.           No
provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and interest on,
this Note at the time, place, and rate, and in the coin or currency, as herein
prescribed.  This Note is direct obligations of the
Company.

      


      6.           The
obligations of the Company under this Note are secured by the pledge of certain
common stock held by the Company.  The stock is pledged to the Holder
under the terms of the Pledge Agreements, to which the Holder and the Pledgors
are parties.  If the Holder forecloses on any of the Pledged Shares,
the obligations of the Company will be reduced only to the extent of the
proceeds actually realized from such foreclosure, in the priority specified in
Section 3 hereof.

      


      7.             Conversion.

      


      a) Voluntary Conversion.
At any time after the Original Issue Date until this Note is no longer
outstanding, this Note shall be convertible into shares of Beyond Commerce, Inc.
“BYOC” Common Stock held by the Company at the option of the Holder, in whole or
in part at any time and from time to time (subject to the limitations on
conversion set forth in Section 7(d) hereof).  The Holder shall
effect conversions by delivering to the Company the form of Notice of Conversion
attached hereto (a “Notice of Conversion”), specifying therein the principal
amount of Notes to be converted and the date on which such conversion is to be
effected (a “Conversion Date”).  If no Conversion Date is specified in
a Notice of Conversion, the Conversion Date shall be the date that such Notice
of Conversion is provided hereunder.  To effect conversions hereunder,
the Holder shall not be required to physically surrender Notes to the Company
unless the entire principal amount of this Note plus all accrued and unpaid
interest thereon has been so converted. Conversions hereunder shall have the
effect of lowering the outstanding principal amount of this Note in an amount
equal to the applicable conversion.  The Holder and the Company shall
maintain records showing the principal amount converted and the date of such
conversions.  The Company shall deliver any objection to any Notice of
Conversion within 3 Business Days of receipt of such notice.  In the
event of any dispute or discrepancy, the records of the Holder shall be
controlling and determinative in the absence of manifest error. The Holder and
any assignee, by acceptance of this Note, acknowledge and agree that, by reason
of the provisions of this paragraph, following conversion of a portion of this
Note, the unpaid and unconverted principal amount of this Note may be less than
the amount stated on the face hereof.  However, at the Company’s
request, the Holder shall surrender the Note to the Company within five (5)
Trading Days following such request so that a new Note reflecting the correct
principal amount may be issued to Holder.

       

       

      
        
          
          

        

        
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      b) Conversion
Price.   Subject to adjustment as provided for in Section
8, the initial
conversion price in effect on any Conversion Date shall be $1.00.

      


      c) Reserved.

      


      d) Conversion
Limitations; Holder’s Restriction on
Conversion. The Company shall not effect any conversion of this Note, and
the Holder shall not have the right to convert any portion of this Note,
pursuant to Section 7(a) or otherwise, to the extent that after giving effect to
such conversion, the Holder (together with the Holder’s affiliates), as set
forth on the applicable Notice of Conversion, would beneficially own in excess
of 4.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to such conversion.  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 conversion of this Note 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) conversion of the remaining, nonconverted
portion of this Note 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 the 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 7(d), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act.  To the extent that the limitation
contained in this section applies, the determination of whether this Note is
convertible (in relation to other securities owned by the Holder) and of which a
portion of this Note is convertible shall be in the sole discretion of such
Holder. To ensure compliance with this restriction, the Holder will be deemed to
represent to the Company each time it delivers a Notice of Conversion that such
Notice of Conversion has not violated the restrictions set forth in this
paragraph and the Company shall have no obligation to verify or confirm the
accuracy of such determination.  For purposes of this Section 7(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-Qor Form 10-K (or such related 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 Note, 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 7(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 7(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
Conversion

      


      i. Conversion Shares Issuable
Upon Conversion of Principal Amount.  The number of shares of
Common Stock issuable upon a conversion hereunder shall be determined by the
quotient obtained by dividing (x) the outstanding principal amount of this Note
to be converted by (y) the Conversion Price.

      


      ii. Delivery of Certificate Upon
Conversion. Not later than three Trading Days after any Conversion Date,
the Company will deliver to the Holder (A) a certificate or certificates
representing the Conversion Shares which shall be free of restrictive legends
and trading restrictions representing the number of shares of Common Stock being
acquired upon the conversion of Notes (including, if so timely elected by the
Company, shares of Common Stock representing the payment of accrued interest)
and (B) a bank check in the amount of accrued and unpaid interest (if the
Company is required to pay accrued interest in cash). The Company shall, if
available and if allowed under applicable securities laws, use its best efforts
to deliver any certificate or certificates required to be delivered by the
Company under this Section electronically through the Depository Trust
Corporation or another established clearing corporation performing similar
functions.

      


      iii. Failure to Deliver
Certificates.  If in the case of any Notice of Conversion such
certificate or certificates are not delivered to or as directed by the
applicable Holder by the third Trading Day after a Conversion Date, the Holder
shall be entitled by written notice to the Company at any time on or before its
receipt of such certificate or certificates thereafter, to rescind such
conversion, in which event the Company shall immediately return the certificates
representing the principal amount of Notes tendered for conversion.

      


      iv. Obligation Absolute; Partial
Liquidated Damages. If the Company fails for any reason to deliver
to the Holder such certificate or certificates pursuant to Section 7(d)(ii) by
the third Trading Day after the Conversion Date, the Company shall pay to such
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of
principal amount being converted, $10 per Trading Day (increasing to $20 per
Trading Day after 5 Trading Days after such damages begin to accrue) for each
Trading Day after such third Trading Day until such certificates are
delivered.  The Company’s obligations to issue and deliver the
Conversion Shares upon conversion of this Note in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by
the Holder to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other Person
of any obligation to the Company or any violation or alleged violation of law by
the Holder or any other person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of such Conversion Shares; provided, however, such
delivery shall not operate as a waiver by the Company of any such action the
Company may have against the Holder.  In the event a Holder of this
Note shall elect to convert any or all of the outstanding principal amount
hereof, the Company may not refuse conversion based on any claim that the Holder
or any one associated or affiliated with the Holder of has been engaged in any
violation of law, agreement or for any other reason, unless, an injunction from
a court, on notice, restraining and or enjoining conversion of all or part of
this Note shall have been sought and obtained and the Company posts a surety
bond for the benefit of the Holder in the amount of 150% of the principal amount
of this Note outstanding, which is subject to the injunction, which bond shall
remain in effect until the completion of arbitration/litigation of the dispute
and the proceeds of which shall be payable to such Holder to the extent it
obtains judgment.  In the absence of an injunction precluding the
same, the Company shall issue Conversion Shares or, if applicable, cash, upon a
properly noticed conversion.  Nothing herein shall limit a Holder’s
right to pursue actual damages or declare an Event of Default pursuant to
Section 9 herein for the Company’s failure to deliver Conversion Shares within
the period specified herein and such Holder shall have the right to pursue all
remedies available to it at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief.  The exercise
of any such rights shall not prohibit the Holders from seeking to enforce
damages pursuant to any other Section hereof or under applicable
law.

       

       

      
        
          
          

        

        
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      v. Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Conversion. In addition to
any other rights available to the Holder, if the Company fails for any reason to
deliver to the Holder such certificate or certificates pursuant to Section
7(d)(ii) by the third Trading Day after the Conversion Date, and if after such
third Trading Day the Holder is required by its brokerage firm to purchase (in
an open market transaction or otherwise) Common Stock to deliver in satisfaction
of a sale by such Holder of the Conversion Shares which the Holder anticipated
receiving upon such conversion (a “Buy-In”), then the Company shall (A) pay in
cash to the Holder (in addition to any remedies available to or elected by the
Holder) the amount by which (x) the Holder's total purchase price (including
brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the
product of (1) the aggregate number of shares of Common Stock that such Holder
anticipated receiving from the conversion at issue multiplied by (2) the actual
sale price of the Common Stock at the time of the sale (including brokerage
commissions, if any) giving rise to such purchase obligation and (B) at the
option of the Holder, either reissue Notes in principal amount equal to the
principal amount of the attempted conversion or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Company timely
complied with its delivery requirements under Section 7(e)(ii).  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 conversion of Notes with
respect to which the actual sale price of the Conversion Shares at the time of
the sale (including brokerage commissions, if any) giving rise to such purchase
obligation was a total of $10,000 under clause (A) 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.  Notwithstanding anything
contained herein to the contrary, if a Holder requires the Company to make
payment in respect of a Buy-In for the failure to timely deliver certificates
hereunder and the Company timely pays in full such payment, the Company shall
not be required to pay such Holder liquidated damages under Section 7(d)(iv) in
respect of the certificates resulting in such Buy-In.

      


      vi. Reservation of Shares
Issuable Upon Conversion. The Company covenants that it will at all times
reserve and keep available out of its authorized and unissued shares of Common
Stock solely for the purpose of issuance upon conversion of the Notes and
payment of interest on the Note, each as herein provided, free from preemptive
rights or any other actual contingent purchase rights of persons other than the
Holders, not less than such number of shares of the Common Stock as shall be
issuable (taking into account the adjustments and restrictions of Section 8)
upon the conversion of the outstanding principal amount of the Notes and payment
of interest hereunder.  The Company covenants that all shares of
Common Stock that shall be so issuable shall, upon issue, be duly and validly
authorized, issued and fully paid, nonassessable and, if the Registration
Statement is then effective under the Securities Act, registered for public sale
in accordance with such Registration Statement.

       

       

       

      
        
          
          

        

        
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      vii.   Fractional Shares.
Upon a conversion hereunder the Company shall not be required to issue stock
certificates representing fractions of shares of the Common Stock, but may if
otherwise permitted, make a cash payment in respect of any final fraction of a
share based on 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) at such
time.  If the Company elects not, or is unable, to make such a cash
payment, the Holder shall be entitled to receive, in lieu of the final fraction
of a share, one whole share of Common Stock.

      


      viii.                Transfer
Taxes.  The issuance of certificates for shares of the Common
Stock on conversion of the Notes shall be made without charge to the Holders
thereof for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holder of such Notes so converted
and the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

      


      ix.                  Withholding of
Taxes.    All payments by the Company under the Note shall be
made in full without set-off or counterclaim and free and clear of any deduction
or withholding for or on account of any taxes unless the Company is required by
applicable law to make any deduction or withholding from any payment due under
the Note for or on account of any taxes.  In this event, the Company shall
promptly notify the Purchaser, pay such additional amounts as are necessary to
ensure that the Purchaser receives the amount which it would have received if
there had been no such deduction or withholding, promptly pay the tax deducted
to the appropriate tax authority before any fine or penalty becomes payable and
indemnify the Purchaser in respect of any such taxes.  As soon as
practical, but no later than 30 days after any such deduction or withholding,
the Company shall forward to the Purchaser official tax receipts and any other
documents or evidence reasonably required by the Purchaser that such taxes have
been remitted to the appropriate taxation authority.

       

       

      
        
          
          

        

        
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      8.           Certain
Adjustments.

       

      


      a) Stock Dividends and Stock
Splits.  If the Company, at any time while the Notes are
outstanding: (A) shall pay 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 Note, including as interest thereon), (B) subdivide outstanding
shares of Common Stock into a larger number of shares, (C) combine (including by
way of reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, or (D) issue by reclassification of shares of the Common Stock
any shares of capital stock of the Company, then the Conversion 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.  Any adjustment made pursuant to this
Section 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.

      


      b) Subsequent Equity
Sales. If the Company or any Subsidiary thereof, as applicable, at any
time while this Note 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 Conversion 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 Conversion Price, such issuance
shall be deemed to have occurred for less than the Conversion Price), then, the
Conversion Price shall be reduced to equal the Base Share Price and the number
of Conversion Shares issuable hereunder shall be increased.  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 8(b), upon the occurrence of any
Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
entitled to receive a number of Conversion Shares based upon the Base Share
Price regardless of whether the Holder accurately refers to the Base Share Price
in the Notice of Conversion.

      


      c) Pro Rata
Distributions. If the Company, at any time while Note is outstanding,
shall distribute to all holders of Common Stock (and not to Holders) evidences
of its indebtedness or assets or rights or warrants to subscribe for or purchase
any security, then in each such case the Conversion Price shall be determined by
multiplying such Conversion 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 determined as of the
record date mentioned above, and of which the numerator shall be such VWAP on
such record date less the then 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) Calculations.  All
calculations under this Section 8 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 8, 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.

      


      e) Notice to
Holders.

      


      i. Adjustment to Conversion
Price.  Whenever the Conversion Price is adjusted pursuant to
any of this Section 8, the Company shall promptly mail to each Holder a notice
setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.

      


      ii. Notice to Allow Conversion
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 filed at each office
or agency maintained for the purpose of conversion of the Notes, and shall cause
to be mailed to the Holders at their last addresses as they shall appear upon
the  stock books 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.  Holders are entitled to convert Notes during the
20-day period commencing the date of such notice to the effective date of the
event triggering such notice.

       

       

      
        
          
          

        

        
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      iii. Fundamental
Transaction. If, at any time while this Note 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 Note, the Holder shall have the
right to receive, for each Conversion Share that would have been issuable upon
such conversion absent such Fundamental Transaction, the same kind and amount of
securities, cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of one share of Common Stock (the
“Alternate Consideration”).  For purposes of any such conversion, the
determination of the Conversion 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 Conversion 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 conversion of
this Note 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 note consistent with the foregoing provisions and evidencing the Holder’s
right to convert such note 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 (c) and insuring that this Note (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

      


      Exempt Issuance.
Notwithstanding the foregoing, no adjustment will be made under this Section 8
in respect of 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.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

      9.           The
Holder of the Note, by acceptance hereof, agrees that this Note is being
acquired for investment and that such Holder will not offer, sell or otherwise
dispose of this Note except under circumstances which will not result in a
violation of the Securities Act of 1933, as amended, or any applicable state
Blue Sky or foreign laws or similar laws relating to the sale of
securities.

      


      10.           Any
notice given by any party to the other with respect to this Note shall be given
as follows:

      


      To the
Holder:

      Linlithgow
Holdings, LLC

      Attn:
Rhett McNulty

      110 North
Boulder Highway

      Suite
120-21

      Henderson,
NV 89015

      


      If to
Company:

      Attn:
Robert McNulty

      9029
South Pecos Road, Suite 2800

      Henderson,
NV 89074

      


      11.           This
Note shall be governed by and construed in accordance with the laws of the State
of New York.  Each of the parties consents to the exclusive
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 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. To the extent determined
by such court, the Company shall reimburse the Holder for any reasonable legal
fees and disbursements incurred by the Holder in enforcement of or protection of
any of its rights under any of this Note.

      


      12.           JURY TRIAL WAIVER.
  The Company and the Holder hereby waive a trial by jury in
any action, proceeding or counterclaim brought by either of the Parties hereto
against the other in respect of any matter arising out of or in connection with
this Note.

      


      13.           The
following shall constitute an "Event of Default":

      


      
        	
                 
      

              	
                a.

              	
                The
      Company shall default in the payment of any amount due on this Note, time
      being of the essence, whether by maturity, pursuant to Section 2 or
      otherwise; or

              


      

      


      
        	
                 
      

              	
                b.

              	
                Any
      of the representations or warranties made by the Company herein shall be
      false or misleading in any material respect at the time made;
      or

              


      

      


      
        	
                 
      

              	
                c.

              	
                The
      Company shall (1) make an assignment for the benefit of creditors or
      commence proceedings for its dissolution; or (2) apply for or consent to
      the appointment of a trustee, liquidator or receiver for its or for a
      substantial part of its property or business;
or

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 
      

              	
                d.

              	
                A
      trustee, liquidator or receiver shall be appointed for the Company or for
      a substantial part of its property or business without its consent;
      or

              


      

      


      
        	
                 
      

              	
                e.

              	
                Any
      governmental agency or any court of competent jurisdiction at the instance
      of any governmental agency shall assume custody or control of the whole or
      any substantial portion of the properties or assets of the Company;
      or

              


      

      


      
        	
                 
      

              	
                f.

              	
                Any
      Pledgor shall default on any of its obligations under the Pledge
      Agreements; or

              


      

      


      
        
          	
                   
      

                	
                  g.

                	
                  The
      Company shall enter into, create, incur,
      assume or suffer to exist any indebtedness for borrowed money or liens of
      any kind, on or with respect to any of its property or assets now owned or
      hereafter acquired or any interest therein or any income or profits
      therefrom that is senior to or pari passu with, in any respect, the
      Company’s obligations under this Note, or

                
	 	 	 
	 	h. 	      
                  Bankruptcy,
      reorganization, insolvency or liquidation proceedings or other proceedings
      for relief under any bankruptcy law or any law for the relief of debtors
      shall be instituted by or against the Company or any of the
      Pledgors.

                
	 	 	 
	 	i. 	      
                  Failure
      by the Company to deliver any Shares required to be delivered pursuant to
      the Transaction Documents or any other agreements between the
      parties.

                


        

      

      


      
        	
                 

              	
              


      

      
        	
                 

              	
              


      

      


      If an
Event of Default shall have occurred, then, or at any time thereafter, and in
each and every such case, unless such Event of Default shall have been waived in
writing by the Holder (which waiver shall not be deemed to be a waiver of any
subsequent default) at the option of the Holder and in the Holder's sole
discretion, the Holder may consider this Note immediately due and payable (and
the Maturity Date shall be accelerated accordingly), without presentment,
demand, protest or notice of any kinds, all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the
contrary notwithstanding, and interest shall accrue on the total amount due (the
“Default Amount”) on the date of the Event of Default (the “Default Date”) at
the rate of 110% per annum or the maximum rate allowed by law, whichever is
lower, from the Default Date until the date payment is made, and the Holder may
immediately enforce any and all of the Holder's rights and remedies provided
herein or any other rights or remedies afforded by law.

      


      14.           In
the event for any reason, any payment by or act of the Company or the Holder
shall result in payment of interest which would exceed the limit authorized by
or be in violation of the law of the jurisdiction applicable to this Note, then
ipso facto the
obligation of the Company to pay interest or perform such act or requirement
shall be reduced to the limit authorized under such law, so that in no event
shall the Company be obligated to pay any such interest, perform any such act or
be bound by any requirement which would result in the payment of interest in
excess of the limit so authorized.  In the event any payment by or act
of the Company shall result in the extraction of a rate of interest in excess of
a sum which is lawfully collectible as interest, then such amount (to the extent
of such excess not returned to the Company) shall, without further agreement or
notice between or by the Company or the Holder, be deemed applied to the payment
of principal, if any, hereunder immediately upon receipt of such excess funds by
the Holder, with the same force and effect as though the Company had
specifically designated such sums to be so applied to principal and the Holder
had agreed to accept such sums as an interest-free prepayment of this
Note.  If any part of such excess remains after the principal has been
paid in full, whether by the provisions of the preceding sentences of this
Section or otherwise, such excess shall be deemed to be an interest-free loan
from the Company to the Holder, which loan shall be payable immediately upon
demand by the Company.  The provisions of this Section shall control
every other provision of this Note.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
 

      IN
WITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed
by an officer thereunto duly authorized this 20th day of May, 2009.

      


       

       

      
        
          	 	BEYOND
      COMMERCE, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

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


        

      

       

       

       

         12