ASSET PURCHASE AGREEMENT

Exhibit 10.1

AGREEMENT, dated as of October 9, 2009 among Beyond Commerce, Inc, a Nevada corporation with offices at 9029 South Pecos Road, Suite 2800, Henderson, NV 89074 (the “Company”), along with its wholly-owned subsidiary, LocalAdLink, Inc., a Nevada corporation, with offices at  9029 South Pecos Road, Suite 2800, Henderson, NV 89074 (the “Sub”) ( collectively, the "Seller") and OmniReliant Holdings, Inc., a Nevada corporation with offices at 14375 Myerlake Circle, Clearwater, FL 33760 ("Purchaser) (each, a “Party” and, collectively, the “Parties”).

A.           Seller is engaged in the business of certain internet related services and software.

B.           Purchaser desires to acquire certain assets from Seller.

C.           Seller desires to sell the same to Purchaser.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements herein set forth, the parties hereto hereby agree as follows:

1.   Sale of Asset.   Subject to the terms and conditions of this Agreement, at the closing under this Agreement (the "Closing"), Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller all right, title, and interest in and to Seller’s assets, patents and properties used in, useful to and/or relating to the Software (as defined below), which shall include (but not be limited to) the following (the "Asset"):

It is expressly understood that Purchaser shall not assume, pay or be liable for any liability or obligation of Seller of any kind or nature at any time existing or asserted, whether, known, unknown, fixed, contingent or otherwise, not specifically assumed herein by Purchaser.

2.  Purchase Consideration.   In consideration of the purchase and sale of the Asset, Purchaser shall (i) surrender and forgive certain debt evidenced by original discount secured convertible debentures held in the name of the Purchaser and issued by the Company (the “Surrendered Debentures”) in the aggregate amount of Four Million Dollars ($4,000,000) and (ii) return for cancellation associated warrants (the “Surrendered Warrants”).  The principal amount of the Surrendered Debentures will be reduced by $4,000,000, as set forth in more detail on Schedule 2.1 . Additionally, on the Closing Date, the Purchaser agrees to amend the maturity date of the Surrendered Debentures and the remaining original issue discount secured convertible debentures (which collectively will have a principal balance of $1,623,323)  by an additional twelve (12) months from the date hereof at a ten percent (10%) interest rate (the “ Purchase Consideration ”).

3.  Reserved .

4. Closing.

4.1            Place and Time .  The Closing shall take place at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32 nd Floor New York, New York 10006, on the date as set forth above  or at such other time or place as Purchaser and Seller may mutually agree as may be evidenced by their effecting the Closing (the "Closing Date").

4.2            Deliveries by Seller .  At the Closing Seller shall deliver the following to the Purchaser:

(a)           The Asset

(b)           Such deeds, bills of sale, assignments and other instruments of conveyance and transfer, and such powers of attorney, as shall be effective to vest in Purchaser title to or other interest in, and the right to full custody and control of, the Asset, free and clear of all liens, charges, encumbrances and security interests whatsoever.

(c.) Source code and domain related Asset to be placed in escrow with the following vendor prior to closing: http://www.ironmountain.com/ipm/escrow/

(d)           All other documents, certificates, instruments or writings reasonably required by Purchaser to be delivered by Seller at or prior to the Closing pursuant to this Agreement.

4.3            Deliveries by Purchaser .  At the Closing, Purchaser shall deliver the following to the Seller:

(a)           the Purchase Consideration in the form of a Surrendered Debentures and the Surrendered Warrants.

4.4            Proceedings .  All proceedings which shall be taken and all documents which shall be executed and delivered by the parties on the Closing Date shall be deemed to have been taken and executed simultaneously, and no proceeding shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

4.5            Conditions to Purchaser's Obligations .  The obligations of Purchaser to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Purchaser:

4.6            Conditions to Seller's Obligations .  The obligations of Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller:

5.  Representations and Warranties of Seller.   The Company and the Sub, jointly and severally hereby represent and warrant to the Purchaser that as follows:

5.1            Organization and Good Standing .  Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Seller has full power and authority to own its properties and to carry on its business as it is now being conducted. Seller is duly qualified to transact business and is in good standing in each jurisdiction wherein the nature of the business done or the property owned, leased or operated by it requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, operations, properties, prospects, liabilities, results of operations, Asset or condition (financial or otherwise) of Seller.  True, correct and complete copies of Seller’s certificate of incorporation and bylaws and all amendments thereto have been delivered to Purchaser. The minutes and records of the Seller that have been made available to Purchaser and are true, correct and complete in all material respects.

(a)           Seller has the right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b)           Neither the execution, delivery or performance of this Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both):

(i)           contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents of Seller, (B) any resolution adopted by the Board of Directors, or any committee thereof, or the owner of Seller, (C) any legal requirement or any governmental order to which Seller or any of the properties or assets owned or used by Seller may be subject, or (D) any authorization, license or permit of any governmental authority, including any private investigatory license or other similar license, which is held by Seller or that otherwise relates to the business of, or any of the assets owned or used by Seller;

(ii)           result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any contract to which Seller is a party or to which it  or its properties or assets may be bound, or require the consent or approval of or any notice to or filing with any governmental authority to which the Seller or its properties or assets may be subject; or

(iii)           result in the imposition or creation of any encumbrance upon or with respect to any of the properties or assets owned or used by Seller.

5.3            Compliance with Law; Governmental Authorizations .  To the best of Seller’s knowledge, Seller is in compliance with all federal, state and local laws, authorizations, licenses and permits of any governmental authority and all governmental orders affecting the business, operations, properties or Asset of Seller, including federal, state and local: (i) Occupational Safety and Health Laws; (ii) private investigatory and other similar laws; (iii) the Fair Credit Reporting Act and similar state and local laws; and (iv) laws regarding or relating to trespass or violation of privacy rights.  Seller has not been charged with violating, nor to the knowledge of Seller, threatened with a charge of violating, nor, to the knowledge of Seller, is Seller under investigation with respect to a possible violation of any provision of any federal, state or local law relating to any of its respective businesses, operation, properties or Asset.

5.4            Effect of Agreement .  This Agreement has been duly executed and delivered by Seller and constitutes, and such other agreements and instruments to be executed by Seller pursuant hereto, when so duly executed and delivered, will constitute, legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

5.5            Title to Asset .  After giving effect to the transactions contemplated by this Agreement, Purchaser will have good and valid title to the Asset, free and clear of all, liens, encumbrances, restrictions, security interests, mortgages, and claims (including any related to duty or customs).

5.6            Broker's Fees .  Seller has not employed any broker or finder or incurred any liability for any broker's or finder's fees or commissions in connection with this Agreement or the transactions contemplated herein.

5.7            Noncontravention .                                Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Purchaser is subject or any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser is a party or by which it is bound or to which any of its asset is subject. The Purchaser does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

5.8            Intellectual Property .

(a)   The Seller owns or has the right to use pursuant to license, sublicense, agreement or permission all intellectual property necessary or desirable for the operation of the Asset as presently conducted and as presently proposed to be conducted (the “Intellectual Property”).  Each item of the Intellectual Property owned or used by the Seller as it relates to the Asset immediately prior to the Closing hereunder will be owned by the Purchaser on identical terms and conditions immediately subsequent to the Closing hereunder.  The Seller has taken all necessary and desirable action to maintain and protect each item of Intellectual Property that it owns or uses.

(b)   To the knowledge of the Seller, Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties, and none of the directors and officers (and employees with responsibility for Intellectual Property matters) of the Seller has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation or violation (including any claim that the Seller must license or refrain from using any Intellectual Property rights of any third party).  To the knowledge of any of the directors and officers (and employees with responsibility for Intellectual Property matters) of the Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of the Seller.

(c)   Schedule 5.8 identifies each patent or registration which has been issued to the Seller with respect to the Intellectual Property, identifies each pending patent application or application for registration which any of the Seller has made with respect to the Intellectual Property, and identifies each license, agreement, or other permission which the Seller has granted to any third party with respect to the Intellectual Property (together with any exceptions). The Seller has delivered to the Purchaser correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to date) and has made available to the Purchaser correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. Schedule 5.8 also identifies each trade name or unregistered trademark used by the Seller in connection with any of its businesses. With respect to each item of Intellectual Property required to be identified in Schedule 5.8 :