SECURITY INTEREST AND PLEDGE AGREEMENT

SECURITY INTEREST AND PLEDGE AGREEMENT (“Pledge Agreement”) dated as July 30, 2009, by and among OmniReliant Holdings, Inc. (“Secured Party”), Beyond Commerce, Inc. a Nevada corporation with its principal business address at 9029 South Pecos, Suite 2800, Henderson, NV 89074 (the “Company” or the “Debtor”), and Beyond Commerce, Inc., as pledgor (the “Pledgor”).

           A.           Reference is made to (i) that certain Purchase Agreement of even date herewith (the “Purchase Agreement”) to which the Company and the Secured Party are parties, and (ii) the Transaction Agreements (as that term is defined in the Loan Agreement), including, without limitation, the Debenture.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the relevant Transaction Agreements.

           B.           Pursuant to the Transaction Agreements, the Debtor has certain obligations to the Secured Party (all such obligations, the “Obligations”), including, but not limited to, obligations to pay principal and interest of the Debenture, which was issued in the original aggregate principal amount of $641,663, on the Maturity Date.  The Debenture Obligations and the Warrant Obligations are secured by the pledge of certain stock of the Company.  The obligations of the Company and of the Pledgor, if any, under the Debenture are referred to collectively as the “Note Obligations.”  The obligations of the Company and of the Pledgor, if any, under the Warrant are referred to collectively as the “Warrant Obligations.”

C.          To secure the Debenture Obligations and the Warrant Obligations, the Pledgor has agreed to pledge certain shares of treasury Common Stock of the Company and to issue the certificate in the name of the Secured Party as security for the performance of the Debenture Obligations and the Warrant Obligations.

D.         The Pledgor are shareholders, subsidiaries and/or affiliates of the Debtor and have determined that it is in the Pledgor’ best interests, including to the benefit of the other interests of the Pledgor in the Company, to provide the pledge referred to herein.

E.          The Secured Party is willing to enter into the Purchase Agreement and the other Transaction Agreements only upon receiving the Pledgor’ pledge of certain stock of the Company, as set forth in this Pledge Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.             Grant of Security Interest .

(a)           To secure the Debenture Obligations and the Warrant Obligations of Debtor, the Pledgor hereby pledge to the Secured Party (i) all of the shares of Common Stock (the “Pledged Shares”) set forth on the attached Schedule 2 of this Agreement.  Unless otherwise set forth on Schedule 2 of this Agreement, the Pledgor are the beneficial and record owner of the Pledged Shares set forth opposite the Pledgor’s name on such Schedule.  Such Pledged Shares are hereinafter referred to as the “Collateral.”

(b)           The Company represents and warrants to the Secured Party that the Pledged Shares are duly authorized, validly issued, fully paid and non-assessable and that it will not permit the transfer of the Pledged Shares except in accordance with this Pledge Agreement while the same is in effect.

(c)           (i)           The Company has given written notice to the Transfer Agent  instructing the issuance of the Pledged Shares in the name of the Secured Party to be held as collateral; and

(ii)          The Pledgor hereby consent to the provisions of the preceding subparagraph (i) and authorizes the Company to provide such notice and instructions to the Transfer Agent.

2.              Obligations Secured .  During the term hereof, the Collateral shall secure the following:

(a)           The performance by the Company of the Debenture Obligations and the Warrant Obligations; and

(b)           The payment of all fees and the delivery of all stock other than principal and interest under the Debenture.

(c)           The performance by the Pledgor of their obligations, covenants, and agreements under this Agreement.

The obligations, covenants and agreements described in clauses (a), (b) and (c) are the “Obligations.”

3.              Perfection of Security Interests .  Upon execution of this Pledge Agreement by the Debtor and the Pledgor, the Pledgor shall deliver and transfer possession of the stock certificates identified opposite the Pledgor’s name on Schedule 2 of this Agreement together with stock transfer powers duly executed in blank by the registered owner of the shares represented by such Certificates, with appropriate Medallion signature guaranty (“Stock Powers”), to the Secured Party.

The Collateral will be held by the Secured Party or the Brokerage Firm, to perfect the security interest of the Secured Party, until the earlier of

(i) the payment in full of all amounts due under the Debenture, or

(ii) foreclosure of Secured Party's security interests as provided herein.

(c)           The Debtor and the Pledgor hereby appoint the Secured Party, as attorney-in-fact with powers of substitution, to execute all documents and perform all acts in order to perfect and maintain a valid security interest for Secured Party in the Collateral.

4.              Reserved.

5.              Pledgors’ Warranty .  The Pledgor represents and warrants hereby to the Secured Party as follows with respect to the Pledged Shares set forth opposite the Pledgor’s name on Schedule 2 to this Agreement:

A.           With respect to title to the Transferred Shares

(i)           that upon transfer by the Pledgor of the Pledgor’s Certificates and Stock Powers to Secured Party pursuant to this Agreement at such time, if any, as contemplated hereby upon the occurrence of an Event of Default, the purchaser of the Pledged Shares or the Secured Party, as contemplated herein, as the case may be, will have good title (both record and beneficial) to the relevant Pledged Shares;

(ii)          that there are no restrictions upon transfer and pledge of the Pledged Shares pursuant to the provisions of this Agreement except the restrictions, to the extent applicable, imposed by Rule 144 under the Securities Act of 1933;

(iii)         that the Pledged Shares are free and clear of any encumbrances of every nature whatsoever, the Pledgor is the sole owner of the Pledged Shares, and such shares are duly authorized, validly issued, fully paid and non-assessable;

(iv)         that the Pledgor has owned the Pledged Shares since the date specified on Schedule 2 to this Agreement and that such shares were fully paid for as of such specified date; and

(v)          that the Pledgor agrees not to grant or create, any security interest, claim, lien, pledge or other encumbrance with respect to the Pledgor’s Pledged Shares or attempt to sell, transfer or otherwise dispose of any of such shares until the Obligations have been paid in full or this Agreement has terminated.

B.            With respect to certain other matters :

(i)           that the Pledgor has made necessary inquiries of the Company and believes that the Company fully intends to fulfill and has the capability of fulfilling the Obligations to be performed by the Company in accordance with the terms of the Transaction Agreements;

(ii)          that the Pledgor is not acting, and has not agreed to act, in any plan to sell or dispose of the Pledged Shares in a manner intended to circumvent the registration requirements of the Securities Act of 1933, as amended, or any applicable state law;

(iii)         that Pledgor has been advised by counsel of the elements of a bona-fide pledge for purposes of Rule 144(d)(3)(iv) under the Securities Act of 1933, as amended, including the relevant SEC interpretations and affirms the pledge of shares by the Pledgor pursuant to this Pledge Agreement will constitute a bona-fide pledge of such shares for purposes of such Rule;

(iv)         that this Pledge Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms (except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws, now or hereafter in effect); and

(v)          that the Pledgor’s address is as provided under the Pledgor’s signature on the signature page hereof.

6.             Reports under Securities Act and Exchange Act .  With a view to making available to Secured Party the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit Secured Party to sell securities of the Company to the public without Registration (“Rule 144”), the Company agrees to:

(i)           make and keep public information available, as those terms are understood and defined in Rule 144;

(ii)          file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(iii)         until the  date when the Secured Party may sell all Registrable Securities under Rule 144 without volume or other restr