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
Sche
