ex101.htm


    
      
        
          Exhibit 10.1


           

          AGREEMENT

           

          This
Agreement (the "Agreement"), is entered into as of July 30, 2009 (the "Effective
Date"), by and between Beyond Commerce, Inc., a Nevada corporation (the
"Company"), and St. George Investments, LLC (the "Holder").

           

          WHEREAS,
as of the Effective Date, the Company owes the Holder an aggregate of
$420,593.40 (including, without limitation, outstanding principal, interest and
penalties) (the "Outstanding Amount") pursuant to the Company's Series 2009
Secured Convertible Original Issue Discount Note Due June 15, 2010, dated June
4, 2009 (the "Note"), made by the Company, in favor of the Holder;

           

          WHEREAS,
the Note was secured by pledges of an aggregate of 4,020,000 shares (the
"Pledged Shares") of the Company's common stock, including 2,000,000 shares
pledged by Linlithgow Holdings, LLC, and 2,020,000 shares pledged by Mark
Noffke, pursuant to stock pledge agreements entered into by Linlithgow Holdings,
LLC, and Mark Noffke, respectively, in favor of the Holder;

           

          NOW,
THEREFORE, in consideration of the covenants herein contained, and other good
and valuable consideration, the receipt and adequacy of which are hereby forever
acknowledged, the parties, with the intent of being legally bound hereby, agree
as follows:

           

          1.             Payment of Obligations.
The Company shall make the following payments (the "Scheduled Payments")
to the Holder, which shall be applied to the Outstanding Amount due under the
Note, as follows: (i) $100,006.00 shall be paid on or before July 30, 2009, (ii)
$50,000 shall be paid on or before August 6, 2009, (iii) $50,000 shall be paid
on or before August 13, 2009, and (iv) $50,000 shall be paid on or before August
20, 2009.(v) $50,000 shall be paid on or before August 27, 2009. (vi) $50,000
shall be paid on or before September 3, 2009. (vii) $50,000 shall be paid on or
before September 10, 2009. (viii) $20,995.40 shall be paid on or before
September 17, 2009. A final downward adjustement to payment number viii may be
made to reflect sales proceed received on July 29 and to reflect interest
between the date here in and the final payment date. In no event will payment
number viii be greater than the amount listed above of $20,995.40. The Scheduled
Payments shall be made by wire transfer of immediately available funds in
accordance with the wire instructions set forth in Exhibit A.

           

          2.             Full Satisfaction of Note.
Following payment in full of the Scheduled Payments, provided such
Scheduled Payments have been made in accordance with Section 1 of the Agreement,
the Outstanding Amount under the Note shall be deemed paid in full, no further
payments shall be due under the Note, including, without limitation, principal,
interest and penalties, and the Note shall be deemed null and void. Without
limiting the generality of the foregoing, Holder agrees that, provided the
Scheduled Payments have been made in accordance with Section 1 of this
Agreeinent, the

           

           

           

          
            
              
              

            

            
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          Scheduled
Payments in the amount of $420,593.40 shall satisfy in full the Outstanding
Amount of $420,593.40.

           

          3.            Restriction on Selling
Pledged Shares. Provided the Company has made the Scheduled Payments in
accordance with Section 1 of this Agreement, Holder shall not effect any sales
of the Pledged Shares from and after the Effective Date. On the date of the
execution of this Agreement, Holder shall provide the Company with a copy of a
brokerage statement showing the number of shares of the Company's common stock
that is beneficially owned by the Holder. Within three days of the receipt of
any Scheduled Payment, the Holder shall provide the Company with a copy of a
brokerage statement showing how many shares of the Company's common stock is
owned by the Holder. Following payment in full of the Scheduled Payments,
provided the Company has made all Scheduled Payments in accordance with Section
1
of this Agreement, any Pledged Shares held by Holder shall be immediately
returned to Mark Noffke and Linlithgow Holdings, LLC, as applicable, with all
appropriate stock powers including medallion signature guarantees, care of the
Company.

           

          4.            Default under Scheduled
Payments. If the Company fails to make any payment in accordance with
Section 1 of this Agreement, this Agreement shall be of no force and effect.
Without limiting the generality of the foregoing, if the Company fails to make
any payment in accordance with Section 1 of this Agreement, any payments made by
the Company to the Holder shall be applied to the Outstanding Amount solely on a
dollar­for-dollar basis, and this Agreement shall not restrict the Holder's
right to effect any sales of the Pledged Shares.

           

          5. Entire Agreement.
This Agreement is the final, complete, and exclusive agreement of the
parties with respect to the subject matter hereof and supersedes and merges all
prior or contemporaneous representations, discussions, proposals, negotiations,
conditions, communications, and agreements, whether written or oral, between the
parties relating to the subject matter hereof and all past courses of dealing or
industry custom. No oral statements or prior written material not specifically
incorporated herein shall be of any force and effect, and no changes in or
additions to this Agreement shall be recognized unless incorporated herein by
amendment, as provided herein (such amendment to become effective on the date
stipulated therein).

           

           

          
            
              
              

            

            
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          IN
WITNESS
WHEREOF, the parties have executed this Agreement as of the date first
written above.

           

          
            
              
                
                  
                    	 	COMPANY:	 
	 	 	 
	 	Beyond Commerce,
      Inc.	 
	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

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

                          	 
	 	 	 	 


                  

                

              

            

          

           

          
            
              
                
                  
                    	 	Holder 	 
	 	 	 
	 	St. George Investments,
      LLC	 
	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ John
      Fife	 
	 	 	Name: John
      Fife	 
	 	 	Title:
      President 	 
	 	 	 	 


                  

                

              

            

          

           

           

           

          
            
              
              

            

            
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          Exhibit
A

           

          


           

          
            	Bank
      Name:  	The Private Bank and
      Trust Company, Chicago, Illinois 071 006 486
	ABA
      Number: 	07 006
  486
	Account
      Name: 	St George
      Investments LLC
	Account
      Number:	2153493
	Comment/Note:	Beyond
    Payment