OPTION CERTIFICATE

 BEYOND COMMERCE, INC.

OPTION CERTIFICATE

(Non-Qualified Stock Option)

THIS IS TO CERTIFY that Beyond Commerce, Inc., a Nevada corporation (the “ Company ”), has granted to the person named below (“ Optionee ”) a 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:

Exercise Schedule :  The Option shall become exercisable (“vest”) as follows:

[ALTERNATIVE PROVISIONS….CHOOSE ONE BEFORE PREPARING THE CERTIFICATE]

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 (1/36 ^th ) 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.

STOCK OPTION AGREEMENT

(Non-Qualified 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 ”).  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. Exercise of the Option

3.1. The Option may be exercised, in whole or in part, only by delivery to the Company of:

3.1.1 written 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

3.1.2 payment 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 exerci