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:

(a)           The Seller will obtain executed waivers from any and all creditors that hold a security interest in the Asset, waiving such security interest and approving the filing of a UCC-3 Financing Statement amending their security interest to remove the Asset therefrom;

(b)           The Seller will have filed or caused to be filed UCC-3 Financing Statement(s) deleting the Asset from any and all UCC-1 Financing Statements previously filed which may have included the Asset as part of a security interest to third party secured creditors.

(c)            The Company (i) has entered into a Stock Purchase Agreement with Zurvita Holdings, Inc. pursuant to which Zurvita Holdings, Inc. agrees to purchase 8,000,000 shares of the Seller's common stock, in installments, at a price of $0.10 per share (for a total of $800,000), and (ii) has purchased a minimum of 3,000,000 of such shares concurrently with the Closing.

(d) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of any or all of the transactions contemplated in this Agreement nor shall any proceeding seeking any of the foregoing have been commenced.

(c)Purchaser shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing.

(d)           Seller shall have received a certificate to the effect set forth in clauses (a), (b) and (c) above signed by the Secretary of Purchaser.

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 investig