Exhibit 4.1  



NEITHER THIS WARRANT NOR THE SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR
IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE
AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. 



BEACON ENTERPRISE
SOLUTIONS GROUP, INC. 



WARRANT TO PURCHASE

_______ SHARES 

  OF
COMMON STOCK 

  (SUBJECT TO ADJUSTMENT)


  (Void after _________, 2013)  



Investor Warrant No: ___
                                                           ________, 2008 





        This
certifies that for value, [INVESTOR NAME], or registered assigns (the “Holder”), is
entitled, subject to the terms set forth below, at any time from and after _________,
2008 (the “Original Issuance Date”) and before 5:00 p.m., Eastern Time, on _________,
2013 (the “Expiration Date”), to purchase from Beacon Enterprise Solutions Group, Inc., a
Nevada corporation (the “Company”), ____________________ (_______) shares (subject to
adjustment as described herein), of common stock, par value $0.001 per share, of the
Company (the “Common Stock”), upon surrender hereof, at the principal office of the
Company referred to below, with a duly executed subscription form in the form attached
hereto as Exhibit A and simultaneous payment therefor in lawful, immediately available
money of the United States or otherwise as hereinafter provided, at an initial exercise
price per share of $1.20 (the “Purchase Price”). The Purchase Price is subject to further
adjustment as provided in Section 4 below. The term “Common Stock” shall include, unless
the context otherwise requires, the stock and other securities and property at the time
receivable upon the exercise of this Warrant. The term “Warrant,” as used herein, shall
mean this Warrant and any other Warrants delivered in substitution or exchange therefor
as provided herein.  



        This
Warrant was issued in connection with a private placement (the “Offering”) of Series B
Preferred Stock of Beacon Enterprise Solutions Group, Inc., an Indiana corporation, and
warrants to purchase Common Stock of the Company.  








 
	 	
	 














        1.
Exercise. This Warrant may be exercised at any time or from time to time from and after
the Original Issuance Date and before 5:00 p.m., Eastern Time, on _________, 2013, on any
business day, for the full number of shares of Common Stock called for hereby, by
surrendering it at the principal office of the Company, at 124 N. First Street,
Louisville, Kentucky 40202 (the “Principal Office”), with the subscription form duly
executed, together with payment in an amount equal to (a) the number of shares of Common
Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price.
Payment of the Purchase Price may be made by payment in immediately available funds. This
Warrant may be exercised for less than the full number of shares of Common Stock at the
time called for hereby, except that the number of shares receivable upon the exercise of
this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a
whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in
accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of
the same tenor and for the purchase of the number of such shares not purchased upon such
exercise shall be issued by the Company to Holder without any charge therefor. A Warrant
shall be deemed to have been exercised immediately prior to the close of business on the
date of its surrender for exercise as provided above, and the person entitled to receive
the shares of Common Stock issuable upon such exercise shall be treated for all purposes
as the holder of such shares of record as of the close of business on such date. Within
two (2) business days after such date, the Company shall issue and deliver to the person
or persons entitled to receive the same a certificate or certificates for the number of
full shares of Common Stock issuable upon such exercise, together with cash, in lieu of
any fraction of a share, equal to such fraction of the then Fair Market Value on the date
of exercise of one full share of Common Stock.  



        ”Fair
Market Value” shall mean, as of any date: (i) if shares of the Common Stock are listed on
a national securities exchange, the average of the closing prices as reported for
composite transactions during the ten (10) consecutive trading days preceding the trading
day immediately prior to such date or, if no sale occurred on a trading day, then the
mean between the closing bid and asked prices on such exchange on such trading day; (ii)
if shares of the Common Stock are not so listed but are traded on the NASDAQ Global
Market (“NGM”), the average of the closing prices as reported on the NGM during the ten
(10) consecutive trading days preceding the trading day immediately prior to such date
or, if no sale occurred on a trading day, then the mean between the highest bid and
lowest asked prices as of the close of business on such trading day, as reported on the
NGM; or if applicable, the Nasdaq Capital Market (“NCM”), (iii) if not then included for
quotation on the NGM or the NCM, the average of the highest reported bid and lowest
reported asked prices as reported by the OTC Bulletin Board of the National Quotation
Bureau, as the case may be; or (iv) if the shares of the Common Stock are not then
publicly traded, the fair market price of the Common Stock as determined in good faith by
the independent members of the Board of Directors of the Company and the Holders of a
majority of the then outstanding Warrants.  



        2.
Shares Fully Paid; Payment of Taxes. All shares of Common Stock issued upon the exercise
of this Warrant shall be validly issued, fully paid and non-assessable, and the Company
shall pay all taxes and other governmental charges (other than income taxes to the
holder) that may be imposed in respect of the issue or delivery thereof.  



        3.
Transfer and Exchange. (a) Neither this Warrant nor the Common Stock to be issued upon
exercise hereof (the “Warrant Shares”) have been registered under the Act or any  








 
	 	
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state securities laws (“Blue Sky
Laws”). This Warrant has been acquired for investment purposes and not with a view to
distribution or resale and may not be pledged, hypothecated, sold, made subject to a
security interest, or otherwise transferred without: (i) an effective registration
statement for such Warrant under the Act and such applicable Blue Sky Laws; or (ii) an
opinion of counsel reasonably satisfactory to the Company that registration is not
required under the Act or under any applicable Blue Sky Laws.  



        (b)
Upon compliance with applicable federal and state securities laws as set forth in Section
3(a), above, this Warrant and all rights hereunder are transferable, in whole or in part,
on the books of the Company maintained for such purpose at its Principal Office by the
Holder in person or by duly authorized attorney, upon surrender of this Warrant together
with a completed and executed assignment form in the form attached hereto as Exhibit B,
and payment of any necessary transfer tax or other governmental charge imposed upon such
transfer. Upon any partial transfer, the Company will issue and deliver to the assignee a
new Warrant with respect to the shares of Common Stock for which it is exercisable that
have been transferred, and will deliver to the Holder a new Warrant or Warrants with
respect to the shares of Common Stock not so transferred. A Warrant may be transferred
only by the procedure set forth herein. No transfer shall be effective until such
transfer is recorded on the books of the Company, provided that such transfer is recorded
promptly by the Company, and until such transfer on such books, the Company shall treat
the registered Holder hereof as the owner of the Warrant for all purposes. 



        (c)
This Warrant is exchangeable at the Principal Office for two or more new Warrants, each
in the form of this Warrant, to purchase the same aggregate number of shares of Common
Stock, each new Warrant to represent the right to purchase such number of shares as the
Holder shall designate at the time of such exchange, but which shall not exceed the total
number of shares for which this Warrant may be from time to time exercisable. 



        (d)
Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be
restricted in the same manner and to the same extent as the Warrant, and the certificates
representing such Warrant Shares shall bear substantially the following legend, until
such Warrant Shares have been registered under the Act or may be removed as otherwise
permitted under the Act: 



	  	
“THE
SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE                   HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS                   AMENDED (THE “ACT”), OR
ANY APPLICABLE STATE SECURITIES LAW                   AND MAY NOT BE TRANSFERRED UNTIL
(i) A REGISTRATION STATEMENT                   UNDER THE ACT OR SUCH APPLICABLE STATE
SECURITIES LAWS SHALL                   HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR
(ii) IN THE                   OPINION OF COUNSEL SATISFACTORY TO THE COMPANY,
REGISTRATION                   UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS
NOT                   REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.” 










 
	 	
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        (e)
The Holder and the Company agree to execute such other documents and instruments as
counsel to the Company deems necessary to effect the compliance of the issuance of this
Warrant and any Warrant Shares issued upon exercise hereof with applicable federal and
state securities laws, including compliance with applicable exemptions from the
registration requirements of such laws. 



        4.
Anti-Dilution Provisions. The Purchase Price in effect at any time and the number and
kind of securities issuable upon conversion of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:  



                A.
Adjustment for Stock Splits and Combinations. If the Company at any time or from time to
time on or after the date of Warrant issuance (the “Original Issuance Date”) effects a
subdivision of the outstanding Common Stock, the Purchase Price then in effect
immediately before that subdivision shall be proportionately decreased, and conversely,
if the Company at any time or from time to time on or after the Original Issuance Date
combines the outstanding shares of Common Stock into a smaller number of shares, the
Purchase Price then in effect immediately before the combination shall be proportionately
increased. Any adjustment under this Section 4(A) shall become effective at the close of
business on the date the subdivision or combination becomes effective.  



                B.
Adjustment for Certain Dividends and Distributions. If the Company at any time or from
time to time on or after the Original Issuance Date makes or fixes a record date for the
determination of holders of Common Stock entitled to receive, a dividend or other
distribution payable in additional shares of Common Stock, then and in each such event
the Purchase Price then in effect shall be decreased as of the time of such issuance or,
in the event such record date is fixed, as of the close of business on such record date,
by multiplying the Purchase Price then in effect by a fraction (1) the numerator of which
is the total number of shares of Common Stock issued and outstanding immediately prior to
the time of such issuance or the close of business on such record date and (2) the
denominator of which shall be the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of business on
such record date plus the number of shares of Common Stock issuable in payment of such
dividend or distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Purchase Price shall be recomputed accordingly as of the close of business
on such record date and thereafter the Purchase Price shall be adjusted pursuant to this
Section 4(B) as of the time of actual payment of such dividends or distributions.  



                C.
Adjustments for Other Dividends and Distributions. In the event the Company at any time
or from time to time on or after the Original Issuance Date makes, or fixes a record date
for the determination of holders of Common Stock entitled to receive, a dividend or other
distribution payable in securities of the Company other than shares of Common Stock, then
and in each such event provision shall be made so that the Holders of Warrants shall
receive upon exercise thereof, in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities of the Company which they would have
received had their Warrants been exercised into Common Stock on the date of such event
and had they thereafter, during the period from the date of such event to and including
the conversion date, retained such securities receivable by them as aforesaid during such
period, subject to all other adjustments  








 
	 	
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called for during such period under
this Section 4 with respect to the rights of the Holders of the Warrants.  



                D.
Adjustment for Reclassification, Exchange and Substitution. In the event that at any time
or from time to time on or after the Original Issuance Date, the Common Stock issuable
upon the exercise of the Warrants is changed into the same or a different number of
shares of any class or classes of stock, whether by recapitalization, reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend or a
reorganization, merger, consolidation or sale of assets, provided for elsewhere in this
Section 4), then and in any such event each Holder of Warrants shall have the right
thereafter to exercise such Warrant to receive the kind and amount of stock and other
securities and property receivable upon such recapitalization, reclassification or other
change, by holders of the maximum number of shares of Common Stock for which such
Warrants could have been exercised immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as provided herein.  



                E.
Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time
to time on or after the Original Issuance Date there is a capital reorganization of the
Common Stock (other than a recapitalization, subdivision, combination, reclassification
or exchange of shares provided for elsewhere in this Section 4) or a merger or
consolidation of the Company with or into another corporation, or the sale of all or
substantially all of the Company’s properties and assets to any other person, then, as a
part of such reorganization, merger, consolidation or sale, provision shall be made so
that the Holders of the Warrants shall thereafter be entitled to receive upon exercise of
the Warrants the number of shares of stock or other securities or property to which a
holder of the number of shares of Common Stock deliverable upon conversion would have
been entitled on such capital reorganization, merger, consolidation, or sale. In any such
case, appropriate adjustment shall be made in the application of the provisions of this
Section 4 with respect to the rights of the Holders of the Warrants after the
reorganization, merger, consolidation or sale to the end that the provisions of this
Section 4 (including adjustment of the Purchase Price then in effect and the number of
shares to be received upon exercise of the Warrants) shall be applicable after that event
and be as nearly equivalent as may be practicable.  



                F.
No Adjustments in Certain Circumstances. No adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or decrease of at least one
($0.01) cent in such price; provided, however, that any adjustments which by reason of
this Section 4(G) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment required to be made hereunder. All calculations
under this Section 4(G) shall be made to the nearest cent or to the nearest one-hundredth
of a share, as the case may be.  



        5.
Notices of Record Date. In case:  



                A.
the Company shall take a record of the holders of its Common Stock (or other stock or
securities at the time receivable upon the exercise of the Warrants) for the purpose of
entitling them to receive any dividend or other distribution, or any right to subscribe
for or purchase any shares of stock of any class or any other securities, or to receive
any other right, or 








 
	 	
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                B.
of any capital reorganization of the Company, any reclassification of the capital stock
of the Company, any consolidation or merger of the Company with or into another
corporation, or any conveyance of all or substantially all of the assets of the Company
to another corporation, or 



                C.
of any voluntary dissolution, liquidation or winding-up of the Company; then, and in each
such case, the Company will mail or cause to be mailed to each holder of a Warrant at the
time outstanding a notice specifying, as the case may be, (a) the date on which a record
is to be taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right, or (b) the date on which
such reorganization, reclassification, consolidation, merger, conveyance, dissolution,
liquidation or winding-up is expected to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities at the
time receivable upon the exercise of the Warrants) shall be entitled to exchange their
shares of Common Stock (or such other stock or securities) for securities or other
property deliverable upon such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up, such notice shall be mailed at least
ten (10) days prior to the date therein specified. 



        6.
Loss or Mutilation. Upon receipt by the Company of evidence satisfactory to it (in the
exercise of reasonable discretion) of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and (in the case of loss, theft or destruction) of indemnity
satisfactory to it (in the exercise of reasonable discretion), and (in the case of
mutilation) upon surrender and cancellation thereof, the Company will execute and deliver
in lieu thereof a new Warrant of like tenor.  



        7.
Reservation of Common Stock. The Company shall at all times reserve and keep available
for issue upon the exercise of Warrants such number of its authorized but unissued shares
of Common Stock as will be sufficient to permit the exercise in full of all outstanding
Warrants. All of the shares of Commons Stock issuable upon the exercise of the rights
represented by this Warrant will, upon issuance and receipt of the Purchase Price
therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of
first refusal or first offer, taxes, liens and charges of whatever nature, with respect
to the issuance thereof.  



        8.
No Rights as Stockholder Conferred by Warrants. The Warrant shall not entitle the Holder
hereof to any of the rights, either at law or in equity, of a stockholder of the Company.
The Holder shall, upon the exercise thereof, not be entitled to any dividend that may
have accrued or which may previously have been paid with respect to shares of stock
issuable upon the exercise of the Warrant, except as may otherwise be provided in Section
4 hereof.  



        9.
Notices. All notices and other communications from the Company to the Holder of this
Warrant shall be mailed by first class, registered or certified mail, postage prepaid,
and/or a nationally recognized overnight courier service to the address furnished to the
Company in writing by the Holder.  



        10.
Change; Modifications; Waiver. No terms of this Warrant may be amended, waived or
modified except by the express written consent of the Company and the holders of not  










 
	 	
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less than 50.1% of the shares of
Common Stock then issuable under outstanding Warrants issued in connection with the
Offering. 



        11.
Endorsement of Warrants. The Warrant when presented or surrendered for exchange, transfer
or registration shall be accompanied (if so required by the Company) by an assignment in
the form attached hereto as Exhibit B or such other written instrument of transfer, in
form satisfactory to the Company, duly executed by the registered Holder or by his duly
authorized attorney.  



        12.
Agreement of Warrant Holders. The Holder, and to the extent that portions of this Warrant
are assigned and there is more than one Holder of warrants exercisable for the Warrant
Shares, every holder of a Warrant, by accepting the same, consents and agrees with the
Company and with all other Warrant holders that: (a) the Warrants are transferable only
as permitted by Section 3 above; (b) the Warrants are transferable only on the registry
books of the Company as herein provided; and (c) the Company may deem and treat the
person in whose name the Warrant certificate is registered as the absolute owner thereof
and of the Warrants evidenced thereby for all purposes whatsoever, and the Company shall
not be affected by any notice to the contrary,  



        13.
Payment of Taxes. The Company will pay all stamp, transfer and other similar taxes
payable in connection with the original issuance of this Warrant and the shares of Common
Stock issuable upon exercise thereof, provided, however, that the Company shall not be
required to (i) pay any such tax which may be payable in respect of any transfer
involving the transfer and delivery of this Warrant or the issuance or delivery of
certificates for shares of Common Stock issuable upon exercise thereof in a name other
than that of the registered Holder of this Warrant or (ii) issue or deliver any
certificate for shares of Common Stock upon the exercise of this Warrant until any such
tax required to be paid under clause (i) shall have been paid, all such tax being payable
by the holder of this Warrant at the time of surrender.  



        14.
Fractional Interest. The Company shall not be required to issue fractional shares of
Common Stock on the exercise of this Warrant. If more than one Warrant shall be presented
for exercise at the same time by the Holder, the number of full shares of Common Stock
which shall be issuable upon such exercise shall be computed on the basis of the
aggregate number of shares of Common Stock acquirable on exercise of the Warrants so
presented. If any fraction of a share of Common Stock would, except for the provisions of
this Section 15, be issuable on the exercise of any Warrant (or specified portion
thereof), the Company shall pay an amount in cash calculated by it to be equal to the
Purchase Price per share multiplied by such fraction computed to the nearest whole cent.
The Holder by his acceptance of this Warrant expressly waives any and all rights to
receive any fraction of a share of Common Stock or a stock certificate representing a
fraction of a share of Common Stock.  



        15.
Entire Agreement. This Warrant constitutes the full and entire understanding and
agreement among the parties with regard to the subject matter hereof and no party shall
be liable or bound to any other party in any manner by any representations, warranties,
covenants or agreements except as specifically set forth herein.  






 
	 	
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        16.
Successors and Assigns. All covenants and provisions of this Warrant by or for the
benefit of the Company or the Holder of this Warrant shall bind and inure to the benefit
of their respective successors, permitted assigns, heirs and personal representatives.  



        17.
Termination. This Warrant shall terminate at 5:00 p.m., Eastern Time, on the Expiration
Date or upon such earlier date on which all of this Warrant has been exercised (the
“Termination Date”).  



        18.
Headings. The headings in this Warrant are for purposes of convenience in reference only,
and shall not be deemed to constitute a part hereof.  



        19.
Governing Law, Etc. This Agreement shall be governed by and construed exclusively in
accordance with the internal laws of the State of New York without regard to the
conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that
any suit or proceeding arising directly and/or indirectly pursuant to or under this
Agreement, shall be brought solely in a federal or state court located in the City,
County and State of New York. By its execution hereof, the parties hereby covenant and
irrevocably submit to the in personam jurisdiction of the federal and state courts
located in the City, County and State of New York and agree that any process in any such
action may be served upon any of them personally, or by certified mail or registered mail
upon them or their agent, return receipt requested, with the same full force and effect
as if personally served upon them in New York City. The parties hereto waive any claim
that any such jurisdiction is not a convenient forum for any such suit or proceeding and
any defense or lack of in personam jurisdiction with respect thereto. In the event of any
such action or proceeding, the party prevailing therein shall be entitled to payment from
the other party hereto of all of its reasonable legal fees and expenses.  



Remainder of Page
Intentionally Left Blank  







 
	 	
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WARRANT SIGNATURE
PAGE  



Dated: _________, 2008 


	   	BEACON ENTERPRISE SOLUTIONS GROUP,
INC.  
	 	 
	 	By:   _____________________

      Name: Bruce Widener 

       Title:
Chief Executive Officer





 
	 	
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EXHIBIT A 



SUBSCRIPTION FORM  



(To be executed only
upon exercise of Warrant)  



        The
undersigned registered owner of this Warrant irrevocably exercises this Warrant and
purchases _______ shares of the Common Stock of Beacon Enterprise Solutions Group, Inc.
purchasable with this Warrant, and herewith makes payment therefor (either in cash or
pursuant to the cashless exercise provisions set forth in Section 1 of the Warrant), all
at the price and on the terms and conditions specified in this Warrant.  



Dated: ____________________ 






	   	
      _________________________________ 

        (Signature of Registered Owner) 

      

	 	 
	 	_________________________________ 

      (Street Address)
      
	 	 
	 	_________________________________ 

      (City / State / Zip Code) 
      


 



 






   




	 	
A-1	 










EXHIBIT B 



FORM OF ASSIGNMENT  



        FOR
VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and
transfers unto the Assignee named below all of the rights of the undersigned under the
within Warrant, with respect to the number of shares of Common Stock set forth below:  



	Name of Assignee	  	Address	  	Number of Shares



and does hereby irrevocably
constitute and appoint __________________________ Attorney to make such transfer on the
books of Beacon Enterprise Solutions Group, Inc., maintained for the purpose, with full
power of substitution in the premises. 



Dated: ____________________ 





	   	
      _________________________________ 

        (Signature) 

      

	 	 
	 	_________________________________ 

      (Witness) 
      



        The
undersigned Assignee of the Warrant hereby makes to Beacon Enterprise Solutions Group,
Inc., as of the date hereof, with respect to the Assignee, all of the representations and
warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the
terms and conditions of the Warrant. 




Dated: ____________________ 





	   	
      _________________________________ 

        (Signature) 

      






 
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