BEYOND
COMMERCE, INC.
  OPTION
CERTIFICATE
 (Incentive
Stock Option)
  THIS IS
TO CERTIFY that Beyond Commerce, Inc., a Nevada corporation (the “Company”), has granted to the
employee named below (“Optionee”) an incentive stock
option (the “Option”) to
purchase shares (the “Option Shares”) of the Company’s
Common Stock under its 2008 Equity Incentive Plan (the “Plan”) upon the terms and
conditions set forth below and in the attached Stock Option
Agreement:


Name
      of Optionee:Address
      of Optionee:Number
      of Option Shares:Option
      Exercise Price:
                                                                          
                                                                          $
                                                                          
                                                                          per
      shareDate
      of Grant:Option
      Expiration Date:
 
 Exercise
Schedule:  The Option shall become exercisable (“vest”) as
follows:
  [ALTERNATIVE
PROVISIONS....CHOOSE ONE BEFORE PREPARING THE CERTIFICATE]
  Date
                        
                        Number of Shares
  Provided
that the Option has not been terminated prior to such date, the Option shall
“vest” on the following schedule:  One-third (1/3) of all of the
Option Shares subject to this Options shall vest on the first anniversary of the
Date of Grant; thereafter, for each of the next 24 months, one-thirtysixth
(1/36th) of all
of the Option Shares subject to this Option shall vest at the end of each
calendar month following the first anniversary of the Grant
Date.  Once vested, this Option shall thereafter remain exercisable as
to such Option Shares until the Option Expiration Date, unless this Option is
terminated pursuant to Paragraphs 4 or 6.




IN WITNESS WHEREOF, the Company has
granted to Optionee the Option as of the Date of Grant set forth
above.
  BEYOND
      COMMERCE, INC.ByItsOPTIONEE
 
 2




STOCK
OPTION AGREEMENT
 (Incentive
Stock Option)
 
 This
STOCK OPTION AGREEMENT (this “Agreement”) is made and
entered into as of the Date of Grant set forth in the Option Certificate to
which this Agreement is attached (the “Certificate”) by and between
Beyond Commerce, Inc., a Nevada corporation (the “Company”), and the optionee
(the “Optionee”) named
in the Certificate.
  Pursuant
to the 2008 Equity Incentive Plan of the Company (the “Plan”), the Administrator has
determined that Optionee is to be granted, on the terms and conditions set forth
in this Agreement and in the Plan, an option to purchase shares of the Company’s
Common Stock (the “Common
Stock”).  It is intended that the option qualify as an
“incentive stock option” within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended from time to time (the “Code”).  Capitalized
terms not otherwise defined in this Agreement shall have the meanings ascribed
to them in the Plan.
  The
Company and Optionee agree as follows:
  1.Grant of
Option.  The Company hereby grants to Optionee, upon the terms
and subject to the conditions set forth in this Agreement, an Option (the “Option”) to purchase all or
any portion of that number of shares of Common Stock set forth in the
Certificate (the “Option
Shares”), at the exercise price set forth in the Certificate (the “Exercise Price”).
  2.Vesting
  2.1.The Option
shall “vest” and become exercisable in installments upon and after the dates set
forth under the caption “Exercise Schedule” in the Certificate.  The
installments shall be cumulative; i.e., the Option may be exercised, as to any
or all Shares covered by an installment, at any time or times after the
installment first becomes exercisable and until expiration or termination of the
Option.
  2.2.No vesting
shall occur after the Service Termination Date.  The “Service Termination Date”
shall mean the date the Optionee ceases to be an employee, director, consultant
or advisor to the Company or any of its Affiliates.  The Service
Termination Date shall not occur for so long as Optionee is an employee,
director, consultant or advisor of or to the Company or any of its
Affiliates.  For purposes of this Agreement, Optionee’s employment
shall not be deemed to terminate by reason of sick leave, military leave or
other leave of absence approved by the Administrator, if the period of any such
leave does not exceed 90 days or, if longer, if Optionee’s right to reemployment
by the Company or any Affiliate is guaranteed either contractually or by
statute.
  2.3.Notwithstanding anything to the contrary contained in this Agreement, the
Option may not be exercised, in whole or in part, unless and until (i) any
then-applicable requirements of all state and federal laws and regulatory
agencies shall have been fully complied with to the satisfaction of the Company
and its counsel, and (ii) the Optionee has repaid in full any outstanding cash
loans or advances that the Company made to him.
  3
 3.Exercise of the
Option
  3.1.The Option may
be exercised, in whole or in part, only by delivery to the Company
of:
  3.1.1written
notice of the exercise of the Option in form identical to Exhibit “A” attached
to this Agreement stating the number of Option Shares being purchased (the
“Purchased Shares”);
and
  3.1.2payment of
the Exercise Price (i) in cash or cash equivalent; or (ii) with the approval of
the Administrator, by delivery to the Company of such other consideration (such
as a note or shares of Common Stock) acceptable to the Administrator and
authorized under the Plan.
  3.2.Following
receipt of the exercise notice, any other applicable documents and the payment
referred to above, the Company shall, within 30 days, cause certificates
representing the Purchased Shares to be delivered to Optionee either at
Optionee’s address set forth in the records of the Company or at such other
address as Optionee may designate in writing to the Company; provided; however, that the
Company shall not be obligated to issue a fraction or fractions of a share
otherwise issuable upon exercise of the Option, and may pay to Optionee, in cash
or cash equivalent, the fair market value of any such fraction or fractions of a
share as of the date of exercise.
  3.3.If requested
by the Administrator, Optionee shall also deliver this Agreement to the
Secretary of the Company, who shall endorse hereon a notation of the exercise
and return this Agreement to Optionee.  The date of exercise of an
Option that is validly exercised shall be deemed to be the date on which there
shall have been delivered to the Administrator the instruments referred to in
this Section 3.  Optionee shall not be deemed to be a holder of any
Option Shares pursuant to exercise of the Option until the date of issuance of a
stock certificate to him or her for such Shares following payment in full for
the Option Shares purchased.
  3.4.As a condition
to exercise of this Option, the Company may require Optionee to pay over to the
Company all applicable federal, state and local taxes which the Company is
required to withhold with respect to the exercise of this Option.  At
the discretion of the Administrator and upon the request of Optionee, the
minimum statutory withholding tax requirements may be satisfied by the
withholding of Shares otherwise issuable to Optionee upon the exercise of this
Option.
  4.Termination of
Option
  4.1.The Option
shall terminate and expire upon the earliest to occur of: (i) the Option
Expiration Date set forth in the Option Certificate; (ii) the Termination Date;
and (iii) immediately prior to a Corporate Transaction unless the Administrator
has determined that the Option shall survive.  Following the Service
Termination Date, and prior to the Termination Date, the Option may be exercised
only to the extent vested as of the date of the Service Termination
Date.
  4
 4.2.For purposes
of this Agreement:
  4.2.1“Termination Date” shall be:
(a) the date 90 days following the Service Termination Date unless Optionee’s
employment is terminated For Cause or as a result of the death or disability of
Optionee; (b) upon the Service Termination Date if Optionee’s employment is
terminated For Cause; or (c) one year following the Service Termination Date as
a result of the death or disability of Optionee.
  4.2.2“For Cause” shall mean
Optionee’s loss of employment by the Company or any of its Affiliates due to
Optionee’s (a) willful breach or habitual neglect or continued incapacity to
perform Optionee’s required duties, (b) commission of acts of dishonesty, fraud,
misrepresentation or other acts of moral turpitude in connection with Optionee’s
services to the Company or its Affiliates or which in the determination of the
Administrator would prevent the effective performance of Optionee’s duties, or
(c) termination for cause under any employment agreement between the Company and
Optionee (as “for cause” is defined therein).
  5.Adjustment.  The
number of shares and exercise price of this Option shall be subject to
adjustment under the circumstances contemplated by the Plan.
  6.Corporate
Transactions.  The Option shall terminate upon consummation of
the Corporate Transaction unless the Administrator determines that the Option
shall survive.  If the Administrator determines that the Option shall
survive, and if the Company shall not be the surviving entity in the Corporate
Transaction, the Administrator shall provide that the Option shall be assumed or
an equivalent Option substituted by an applicable successor entity or any
Affiliate of the successor entity.  If the Option is to terminate upon
consummation of the Corporate Transaction, the Option shall vest and become
fully exercisable immediately prior to the consummation of the Corporate
Transaction (provided that the Option has not expired by its
terms).  The Administrator shall notify each Optionee of a proposed
Corporate Transaction at least 30 days prior thereto or as soon as may be
practicable, and the exercise of any Option by the Optionee thereafter shall be
contingent upon consummation of the Corporate Transaction unless the Optionee
expressly elects otherwise with respect to vested shares.
  7.Modification.  Subject
to the terms and conditions and within the limitations of the Plan, the
Administrator may modify, extend or renew the Option or accept the surrender of,
and authorize the grant of a new option in substitution for, the Option (to the
extent not previously exercised).  No modification of the Option shall
be made which, without the consent of Optionee, would cause the Option to fail
to continue to qualify as an “incentive stock option” within the meaning of
Section 422 of the Code or would alter or impair any rights of Optionee under
the Option.
  8.Disqualifying Distribution;
Withholding
  8.1.Optionee
agrees that, should he or she make a “disposition” (as defined in Section 424(c)
of the Code) of all or any of the Purchased Shares within two years from the
Date of Grant of the Option or within one year after the issuance of such
Purchased Shares, he or she shall immediately advise the Company in writing as
to the occurrence of the sale and the price realized upon the sale of such
Purchased Shares.  Optionee agrees that he or she shall maintain all
Purchased Shares in his or her name so long as he or she maintains beneficial
ownership of such Purchased Shares.
  5
 8.2.Optionee shall
make any arrangement required by the Company and authorized by the Plan,
including, if applicable, accepting a lesser number of Option Shares upon
exercise, to insure the proper withholding of the amount of tax, if any,
required to be withheld by the Company as a result of a disqualifying
disposition.
  9.Incorporation of
Plan.  This Agreement is made pursuant to the Plan, and it is
intended, and shall be interpreted in a manner, to comply with the
Plan.  Any provision of this Agreement inconsistent with the Plan
shall be superseded and governed by the Plan.
  10.Restrictions on Sale of
Purchased Shares.  Optionee understands that: (a) unless the
issuance of the Purchased Shares to Optionee upon exercise of the Option is
registered under the Securities Act of 1933, as amended (the “Securities Act”), the
Purchased Shares will be “restricted securities” within the meaning of Rule 144
under such Act; (b) the Purchased Shares may not be sold, transferred or
assigned by the Optionee except pursuant to an effective registration statement
under the Securities Act or an exemption from registration under the Securities
Act; and (c) the Company is under no obligation to file a registration statement
under the Securities Act covering the Option Shares.  Optionee agrees
that any certificates evidencing Purchased Shares may bear a legend indicating
that their transferability is restricted in accordance with applicable state and
federal securities laws.
  11.[OPTIONAL]  Non-Compete
Agreement.  Notwithstanding anything to the contrary provided
herein, as a condition to the receipt of Option Shares pursuant to the exercise
of this Option, at any time during which this Option is outstanding and for six
months after any exercise of this Option or the receipt of Option Shares
pursuant to the exercise of this Option, Optionee shall not directly or
indirectly, as agent, employee, consultant, stockholder, partner or in any other
capacity, own, operate, manage, control, engage in, invest in or participate in
any manner in, act as a consultant or advisor to, render services for, or
otherwise assist any person or entity that engages in or owns, invests in,
operates, manages or controls, any venture or enterprise that directly or
indirectly competes with the Company, provided, however, that nothing
contained herein shall be construed to prevent Optionee from investing in the
stock of any competing corporation listed on a national securities exchange or
traded in the over-the-counter market, but only if Optionee is not involved in
the business of said corporation and if Optionee (together with Optionee’s
spouse, parents, siblings, and children) does not own more than an aggregate of
5% of the stock of such corporation.  Optionee agrees to notify the
Company within 10 days of any violation of this Paragraph 11.  Failure
to comply with this Paragraph 11 shall cause such Option and the exercise or
issuance of Shares hereunder to be rescinded and the benefit of such exercise or
issuance to be repaid to the Company.  Optionee agrees and understands
that Optionee’s failure to comply with this Paragraph 11 will subject Optionee’s
benefit from the Option to be forfeited and repaid to the Company, and Optionee
agrees to do so within 10 days of notification by the Company.
  6
 12.General
Provisions
  12.1.Further
Assurances.  Optionee shall promptly take all actions and
execute all documents requested by the Company that the Company deems to be
reasonably necessary to effectuate the term and intent of this
Agreement.
  12.2.Notices.  All
notices, requests, demands and other communications (collectively, “Notices”) given pursuant to
this Agreement shall be in writing, and shall be delivered by personal service,
courier, or by United States first class, registered or certified mail, postage
prepaid, addressed to the party at the address set forth on the
Certificate.  Any Notice, other than a Notice sent by registered or
certified mail, shall be effective when received; a Notice sent by registered or
certified mail, postage prepaid return receipt requested, shall be effective on
the earlier of when received or the third day following deposit in the United
States mails.  Any party may from time to time change its address for
further Notices hereunder by giving notice to the other party in the manner
prescribed in this Section.
  12.3.Failure to Enforce Not a
Waiver.  The failure of the Company to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of such
provision or of any other provision hereof.
  12.4.Governing
Law.  This Agreement shall be governed by and construed in
accordance with the law of the State of Nevada applicable to contracts made in,
and to be performed within, that State.
  12.5.Transfer of Rights under
this Agreement.  The Company may at any time transfer and
assign its rights and delegate its obligations under this Agreement to any other
person, corporation, firm or entity, with or without consideration.
  12.6.Option
Non-transferable.  Optionee may not sell, transfer, assign or
otherwise dispose of the Option except by will or the laws of descent and
distribution, and only Optionee or his or her legal representative or guardian
may exercise the Option during Optionee’s lifetime.
  12.7.No Right to
Employment.  Nothing in this Option shall interfere with or
limit in any way the right of the Company or of any of its Affiliates to
terminate Optionee’s employment, consulting or advising at any time, nor confer
upon Optionee any right to continue in the employ of, consult with or advise the
Company or any of its Affiliates.
  12.8.Successors and
Assigns.  Except to the extent specifically limited by the
terms and provision of this Agreement, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns, heirs and personal representatives.
  12.9.Miscellaneous.  Titles
and captions contained in this Agreement are inserted for convenience of
reference only and do not constitute a part of this Agreement for any other
purpose.   Except as specifically provided herein, neither this
Agreement nor any right pursuant hereto or interest herein shall be assignable
by any of the parties hereto without the prior written consent of the other
party hereto.
  12.10.Tax
Treatment.  Optionee acknowledges that the tax treatment of the
Option, the Option Shares or any events or transactions with respect thereto may
be dependent upon various factors or events that are not determined by the Plan
or this Agreement.  The Company makes no representations with respect
to and hereby disclaims all responsibility as to such tax
treatment.
  The
signature page of this Agreement consists of the last page of the
Certificate.
  7
 EXHIBIT
“A”
  NOTICE OF
EXERCISE
  (To be
signed only upon exercise of the Option)
  
 TO:
              Beyond
      Commerce, Inc.
  The
undersigned, the holder of the enclosed Stock Option Agreement (Incentive Stock
Option), hereby irrevocably elects to exercise the purchase right represented by
the Option and to purchase thereunder ______* shares of Common Stock of Beyond
Commerce, Inc. (the “Company”) and herewith encloses payment of $_________ in
full payment of the purchase price of such shares being purchased.
  Dated:(Signature
      must conform in all respects to name of holder as specified on the face of
      the Option)(Address)Social
      Security
Number
 *Insert
here the number of shares being exercised without making adjustments for stock
splits, stock dividends or other additional Common Stock of the Company, other
securities or property which, pursuant to the adjustment provisions of Section 5
of the Option, may be deliverable upon exercise.
  8