Executive 99.2

                         EXECUTIVE EMPLOYMENT AGREEMENT

      This  EXECUTIVE  EMPLOYMENT  AGREEMENT  (this  "Agreement")  is made as of
December __, 2007 by and between Beacon  Enterprise  Solutions  Group,  Inc., an
Indiana corporation (the "Company"), and Christopher P. O'Bryan ("Executive").

      WHEREAS,  pursuant to that certain Asset  Purchase  Agreement  dated as of
October 15, 2007 (the  "Purchase  Agreement"),  among the Company,  Advance Data
Systems,  Inc. d/b/a  ADSnetcurve  ("ADS") and,  inter alia, the Executive,  the
Company proposes to purchase substantially all of the assets of ADS; and

      WHEREAS, to protect the business prospects and competitive position of the
Company  upon  consummation  of the  transactions  contemplated  by the Purchase
Agreement,  the  Company  would not enter  into the  Purchase  Agreement  unless
Executive entered into this Agreement; and

      WHEREAS, the Company desires to employ Executive, and Executive desires to
be employed by the Company, on the terms set forth herein;

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

      Section 1. Employment. The Company hereby employs Executive, and Executive
hereby accepts  employment  with the Company,  upon the terms and conditions set
forth in this  Agreement,  for the  period  beginning  on the  Closing  Date (as
defined in the  Purchase  Agreement)  and ending as provided in Section 4 hereof
(the "Employment Period").

      Section 2. Position and Duties.  During the Employment  Period,  Executive
will  serve as  Director  of IT  Services  of the  Company,  report to the Chief
Operating  Officer of the  Company,  and  render  such  managerial,  analytical,
administrative,  marketing, creative and other executive services to the Company
and its  Affiliates,  as are from time to time necessary in connection  with the
management and affairs of the Company and its  Affiliates,  in each case subject
to the  authority  of the Board (as defined  below) of the Company to define and
limit  such  executive  services,  including  serving  as an  officer,  manager,
employee or in any other  capacity for any  Affiliate of the Company.  Executive
will devote his best efforts and all of his business time and attention  (except
for  permitted  vacation  periods  and  reasonable  periods  of illness or other
incapacity)  to the  business  and affairs of the  Company  and its  Affiliates.
Executive  will  perform  his  duties  and  responsibilities  to the best of his
abilities  in  a  diligent,  trustworthy,  businesslike  and  efficient  manner.
Executive  will be  permitted  to  reside  and  perform  Executive's  duties  in
Louisville,  Kentucky  (other  than  typical  travel  that  is  required  in the
performance of such duties).

      Section 3. Salary and Benefits.

      (a) Salary.  During the first twelve (12) months of the Employment Period,
the Company will pay Executive salary in the annual amount of $110,000,  payable
at a rate equal

                         EXECUTIVE EMPLOYMENT AGREEMENT


<PAGE>

to $9,166 per month (as may be adjusted  upward from time to time, the "Salary")
as compensation for services. The Salary will be payable in regular installments
in accordance with the general payroll practices of the Company. After the first
six (6) months of the Employment Period,  Executive will also be eligible for an
annual salary review by the Company and the Salary may be increased from time to
time as approved by the Board.

      (b) Bonuses.  During the Employment Period,  Executive will participate in
all cash and equity  incentive  bonus  programs  established  or maintained  for
executive  officers of the Company.  The bonus program shall be administered and
distributed under the sole direction of the Compensation Committee of the Board,
taking into account the  recommendations of senior management of the Company and
the  achievement of annual goals and  objectives as established  and approved by
the Board. If the Employment Period during any fiscal year is less than the full
fiscal year,  the bonus amount paid to Executive,  if any,  attributable  to any
fiscal year shall be prorated  for the actual  number of days of the  Employment
Period that elapse during such fiscal year.

      (c)  Benefits.  During the  Employment  Period,  the Company  will provide
Executive  with family health,  dental and major medical,  vision and disability
coverage,  as well as participation  under such plans as the Board may establish
or  maintain  from  time  to  time  for   executive   officers  of  the  Company
(collectively,  the  "Benefits").  Executive  will be entitled to five (5) weeks
paid vacation per annum.

      (d) Reimbursement of Expenses.  During the Employment  Period, the Company
will reimburse Executive for all reasonable  out-of-pocket  expenses incurred by
him during the  Employment  Period in the course of performing  his duties under
this Agreement which are consistent  with the Company's  policies in effect from
time to time with respect to travel,  entertainment and other business expenses,
subject  to  the   Company's   requirements   with  respect  to  reporting   and
documentation of such expenses.

      Section 4. Termination.

      (a) The  Employment  Period  will  continue  until  the  earlier  of:  (i)
Executive's  resignation (A) for Good Reason on 30 days' written notice, (B) for
any other reason or no reason (a  resignation  described  in this clause  (i)(B)
being a resignation  by the Executive  "Without Good Reason") or (C) as a result
of  Executive's   death  or  Disability,   which  resignation  shall  be  deemed
automatically tendered upon Executive's death or Disability;  or (ii) the giving
of  notice  of  termination  by the  Company  (A) for Cause or (B) for any other
reason or for no reason (a termination  described in this clause (ii)(B) being a
termination by the Company  "Without  Cause").  For purposes of this  Agreement,
"Cause"  means (i) any  willful or  intentional  act of  Executive  that has the
effect of injuring the  reputation or business of the Company or its  Affiliates
in any material respect,  (ii) Executive's use of illegal drugs,  (iii) that the
Executive has materially failed to perform his duties hereunder and such failure
continues  uncured  for 30  days  after  notice  to  Executive  by the  Company;
provided,  the  foregoing  notice  shall only be  required  with  respect to one
material  breach  that  occurs  in any  12-month  period,  or  (iv)  Executive's
indictment,  conviction  or a plea of guilty or no contest or similar  plea with
respect to, a felony,  an act of fraud or  embezzlement,  a breach of  fiduciary
duty to the Company or any of its Subsidiaries,  or a (v) material breach of any
of Sections 6, 7 or 8 of this Agreement. For the


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purposes of this Agreement,  "Good Reason" means (i) any substantial  diminution
in the Executive's professional responsibilities, (ii) any intentional act which
creates  a  workplace  environment  that,  by  duress  or  otherwise,  makes  it
impossible for Executive to continue his employment, (iii) a reduction in Salary
or the overall level of other  compensation  and benefits to which  Executive is
entitled  under this  Agreement,  or (iv) the  failure by the Company to pay the
Executive any portion of the Executive's current  compensation when due and such
failure  continues  for 7 days after notice to Company from  Executive  provided
that the  foregoing  notice  shall  only be  required  with  respect to one such
failure  in any  12-month  period.  For  avoidance  of doubt,  Executive  hereby
acknowledges  that the Board may from time to time  reorganize the operations of
the Company resulting in a change in Executive's title or direct employer, which
change alone shall not constitute Good Reason so long as (A) any change in title
or  reporting   responsibilities   results  in  no  substantial   diminution  in
Executive's responsibilities,  (B) any new direct employer agrees to be bound by
the terms and conditions of this Agreement,  without  modification other than to
reflect the change in title and employer and (C) the Company  remains  obligated
for any failure of any new direct employer to perform under this Agreement.

      (b) In the  event  the  Employment  Period is  terminated  by the  Company
Without  Cause or the  Executive  resigns  for  Good  Reason,  then,  so long as
Executive continues to comply with Sections 6, 7 and 8 hereof, Executive will be
entitled to continue to receive an amount (the  "Severance  Amount")  during the
three (3) month period  following the Termination  Date (the  "Severance  Term")
equal to the Salary in effect at the Termination  Date and payable in accordance
with the Company's  regular payment schedule in effect at the Termination  Date.
In addition, in connection with termination described in the preceding sentence,
Executive  shall be entitled to receive (x) the  prorated  portion of the target
bonus under any incentive plan that has accrued to the Executive for the year in
which the Termination  Date occurs,  (y) continued  medical  coverage during the
Severance Term pursuant to COBRA at the Company's  expense;  and (z) all accrued
and unpaid Salary and unused vacation time through the Termination  Date and all
unreimbursed  business expenses incurred through the Termination Date; provided,
as a  condition  to  receiving  the  Severance  Amount or any payment or benefit
described  in  paragraphs  4(b)(x) and 4(b)(y),  Executive  shall be required to
execute  and  deliver to the  Company  immediately  prior to the payment of such
first installment a release in the form of Exhibit A.

      (c)  In  the  event  the  Employment  Period  is  terminated  due  to  the
Executive's  death or  resignation  Without  Good Reason or by the Company  with
Cause then,  so long as Executive  continues to comply with  Sections 6, 7 and 8
hereof,  Executive will be entitled to receive the items described in paragraphs
4(b)(x) and 4(b)(z) above.

      (d) In the event the  Employment  Period is terminated by the Executive or
the Company due to the Executive's Disability,  then the Executive shall receive
his monthly  Salary and benefits  through the end of the calendar month in which
such  termination  occurs and,  so long as  Executive  continues  to comply with
Sections  6, 7 and 8 hereof,  Executive  will be  entitled  to receive the items
described in Sections 4(b)(x),(y) and (z) above.

      Section 5. Resignation as Officer or Director.  Upon the Termination Date,
Executive  will be deemed to have  resigned  from each position (if any) that he
then holds as an officer or director of the Company and each of its  Affiliates,
and Executive will take any and all


                                      -3-
<PAGE>

reasonable  action  that the Company may request in order to confirm or evidence
such resignation.

      Section  6.  Confidential  Information.  Executive  acknowledges  that the
information,  observations and data that may be obtained by Executive during his
employment  relationship  with,  or through  his  involvement  as a  consultant,
contractor,   representative,  agent,  officer,  director,  partner,  member  or
stockholder of, the Company, any of its Subsidiaries or Affiliates thereof (each
of the Company,  any of its Subsidiaries or Affiliates being a "Related Company"
and, collectively, the "Related Companies"), prior to and after the date of this
Agreement   concerning  the  business  or  affairs  of  the  Related   Companies
(collectively,  "Confidential  Information") are and will be the property of the
Related Companies.  Therefore, Executive agrees that he will not disclose to any
unauthorized  Person or use for the  account of himself or any other  Person any
Confidential  Information  without the prior written  consent of the Company (by
the  action of the  Board),  unless  and to the  extent  that such  Confidential
Information  has become  generally  known to and available for use by the public
other than as a result of  Executive's  improper acts or omissions to act, or is
required to be disclosed by law. Executive will deliver or cause to be delivered
to the Company at, or within two days of, the Termination  Date, or at any other
time the Company may request,  all memoranda,  notes, plans,  records,  reports,
computer  tapes and software and other  documents and data (and copies  thereof)
containing  or  relating  to  Confidential  Information  or the  business of any
Related Company which Executive may then possess or have under his control.

      Section 7. Non-Compete, Non-Solicitation.

      (a)  Non-Compete.   Executive  acknowledges  that  during  his  employment
relationship  with,  or through his  involvement  as a  consultant,  contractor,
representative, agent, officer, director, partner, member or stockholder of, the
Company, any of its Subsidiaries,  or any of their respective  Affiliates or any
predecessor  thereof,  Executive has and will become familiar with trade secrets
and  Confidential  Information  concerning such  companies,  and with investment
opportunities  relating to their  respective  businesses,  and that  Executive's
services have been and will be of special, unique and extraordinary value to the
foregoing entities. Therefore, Executive agrees that, during his employment with
the  Company  and for one year  after the  Termination  Date  (the  "Non-Compete
Period"), he will not, directly or indirectly,  invest in, own, manage, operate,
finance,  control,  or  participate  in the  ownership,  management,  operation,
financing,  or control of, be employed by, render  services to, or in any manner
connected with any Competing  Business (in each case including on his own behalf
or on behalf of another  Person,  anywhere  within the United States;  provided,
however,  that  Executive may purchase or otherwise  acquire up to (but not more
than) 2% of any class of securities  of any  enterprise  (but without  otherwise
directly or indirectly  participating  in the activities of such  enterprise) if
such  securities are listed on any national or regional  securities  exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934.
For purposes of this Agreement, "Competing Business" shall mean, with respect to
any Person, any corporation, limited liability company, partnership, association
or other business entity which provides  technical services or products to third
parties for (i) Software planning, development, and implementation, (ii) Network
Infrastructure design, implementation and support, (iii) Interconnect voice/data
services, (iv) Systems integration, and (v) Enterprise planning,  implementation
and support.  Executive  agrees that this covenant is reasonable with respect to
its duration, geographical area, and scope. By initialing in the space


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provided below,  Executive  acknowledges  that he has read carefully and had the
opportunity  to consult with legal  counsel  regarding  the  provisions  of this
Section 7(a). _____ [initial].

      (b)  Non-Solicitation.  During his employment with the Company and for two
(2) years  thereafter,  Executive  will not directly or indirectly (i) induce or
attempt to induce any employee or  independent  contractor of the Company or any
Subsidiary,  or their  respective  Affiliates to leave the employ or contracting
relationship  with such entity,  or in any way interfere  with the  relationship
between  any such entity and any  employee,  or (ii) induce or attempt to induce
any  customer,  supplier  or  other  business  relation  of the  Company  or any
Subsidiary,  or their respective  Affiliates,  to cease doing business with such
entity or in any way interfere with the relationship  between any such customer,
supplier or other business  relation and such entity. By initialing in the space
provided below,  Executive  acknowledges  that he has read carefully and had the
opportunity  to consult with legal  counsel  regarding  the  provisions  of this
Section 7(b). _____ [initial].

      Section  8.  Inventions  and  Patents.  Executive  acknowledges  that  all
inventions,  innovations,  improvements, know how, plans, development,  methods,
designs, analyses,  specifications,  software, drawings, reports and all similar
or related information  (whether or not patentable or reduced to practice) which
relate to any of the Company's actual or proposed business  activities and which
are  created,  designed or  conceived,  developed  or made by  Executive  during
Executive's past or future employment by the Company, or any Subsidiary,  or any
predecessor thereof ("Work Product") belong to the Company, or its Subsidiaries,
as  applicable.  Any  copyrightable  work falling  within the definition of Work
Product  shall be deemed a "work made for hire" and ownership of all right title
and interest shall rest in the Company.  Executive hereby  irrevocably  assigns,
transfers and conveys, to the full extent permitted by law, all right, title and
interest in the Work Product, on a worldwide basis, to the Company to the extent
ownership of any such rights does not  automatically  vest in the Company  under
applicable  law.  Executive will promptly  disclose any such Work Product to the
Company  and perform all actions  requested  by the Company  (whether  during or
after employment) to establish and confirm ownership of such Work Product by the
Company (including without limitation, assignments, consents, powers of attorney
and other instruments.)

      Section 9.  Enforcement.  The Company and Executive  agree that if, at the
time of  enforcement  of  Section  6, 7 or 8  hereof,  a court  holds  that  any
restriction stated in any such Section is unreasonable under  circumstances then
existing,  then the maximum period,  scope or geographical area reasonable under
such  circumstances  will be substituted  for the stated period,  scope or area.
Because  Executive's  services  are unique and because  Executive  has access to
information of the type described in Sections 6, 7 and 8 hereof, the Company and
Executive agree that money damages would be an inadequate  remedy for any breach
of Section 6, 7 or 8 hereof. Therefore, in the event of a breach of Section 6, 7
or 8 hereof,  the Company and any  Subsidiary  thereof may, in addition to other
rights and  remedies  existing in their  favor,  apply to any court of competent
jurisdiction  for  specific  performance  and/or  injunctive  relief in order to
enforce,  or prevent  any  violations  of, the  provisions  of Section 6, 7 or 8
hereof.  The provisions of Sections 6, 7 and 8 hereof are intended to be for the
benefit  of  the  Company  and  any  Subsidiary  thereof  and  their  respective
successors and assigns.  Sections 6, 7 and 8 hereof will survive and continue in
full force in accordance with their terms notwithstanding any termination of the
Employment  Period.  By  initialing  in  the  space  provided  below,  Executive
acknowledges that he


                                      -5-
<PAGE>

has read  carefully  and had the  opportunity  to  consult  with  legal  counsel
regarding the provisions of this Section 9. ______ [initial].

      Section  10.  Representations  and  Warranties  of  Executive.   Executive
represents and warrants to the Company as follows:

      (a)  Other  Agreements.  Executive  is  not a  party  to or  bound  by any
employment,  noncompete,  nonsolicitation,   nondisclosure,  confidentiality  or
similar agreement with any other Person which would affect his performance under
this Agreement other than Executive's  agreement with his current employer which
has previously been disclosed to Company and which shall be terminated as of the
Closing Date.

      (b)  Authorization.  This  Agreement  constitutes  the valid  and  legally
binding  obligation of Executive,  enforceable  against  Executive in accordance
with its terms.

      Section   11.   Survival   of   Representations   and   Warranties.    All
representations  and warranties  contained herein will survive the execution and
delivery of this Agreement.

      Section 12. Certain  Definitions.  When used herein,  the following  terms
will have the following meanings:

      "Affiliate"  means,  with  respect to any Person,  any other  Person that,
directly or indirectly through one or more of its intermediaries,  controls,  is
controlled by or is under common control with such Person.

      "Board" means the Board of Directors of the Company.

      "Business Day" means a day that is not a Saturday, a Sunday or a statutory
or civic holiday in the Commonwealth of Kentucky or in Louisville, Kentucky.

      "Cause" has the meaning given in Section 4(a).

      "Competing Business" has the meaning given in Section 7(a).

      "Disability"  means the  failure  by  Executive  (by  reason of  accident,
illness,  incapacity or other  disability)  to perform his duties or fulfill his
obligations  under this Agreement on a "full time" basis for a cumulative  total
of 180 days,  whether  or not  consecutive,  within  any  12-month  period.  The
Company's  determination as to whether Executive has incurred a Disability shall
be made in good faith by the Board based on the opinion of a licensed  physician
selected by the Company or its insurers.

      "Good Reason" has the meaning given in Section 4(a).

      "Non-Compete Period" has the meaning given in Section 7.

      "Person"  means  an  individual,   a   partnership,   a  corporation,   an
association,  a limited  liability  company,  a joint stock company,  a trust, a
joint venture, an unincorporated organization or any other entity (including any
governmental entity or any department, agency or political


                                      -6-
<PAGE>

subdivision thereof).

      "Pool" has the meaning given in Section 3(b).

      "Subsidiaries" means, with respect to any Person, any corporation, limited
liability  company,  partnership,  association or other business entity of which
(i) if a  corporation,  a majority of the total  voting power of shares of stock
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of directors  thereof is at the time owned or  controlled,  directly or
indirectly,  by such  Person  or one or more of the other  Subsidiaries  of such
Person  or a  combination  thereof,  or (ii)  if a  limited  liability  company,
partnership, association or other business entity, a majority of the partnership
or other similar ownership  interest thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of such Person
or entity or a combination  thereof.  For purposes  hereof,  a Person or Persons
will be deemed to have a  majority  ownership  interest  in a limited  liability
company,  partnership,  association or other  business  entity if such Person or
Persons will be allocated a majority of limited liability company,  partnership,
association or other  business  entity gains or losses or will be or control any
managing director, managing member, or general partner of such limited liability
company, partnership, association or other business entity.

      "Termination  Date" means the date on which the Employment  Period ends as
determined by Section 4(a).

      "Without Cause" has the meaning given in Section 4(a).

      Section 13. Miscellaneous.

      (a) Notices.  All notices,  demands or other communications to be given or
delivered by reason of the  provisions of this  Agreement will be in writing and
will be deemed to have been given (i) on the date of  personal  delivery  to the
recipient  or an  officer of the  recipient,  or (ii) when sent by  telecopy  or
facsimile  machine  to the  number  shown  below on the  date of such  confirmed
facsimile or telecopy transmission  (provided that a confirming copy is sent via
overnight  mail), or (iii) when properly  deposited for delivery by a nationally
recognized commercial overnight delivery service,  prepaid, or by deposit in the
United  States mail,  certified or  registered  mail,  postage  prepaid,  return
receipt requested.  Such notices,  demands and other communications will be sent
to each party at the address indicated for such party below:

      Notices to Executive, to:

      Christopher P. O'Bryan
      2017 Kenilworth Place
      Louisville, KY 40205

      Notices to the Company, to:

      Beacon Enterprise Solutions Group, Inc.
      124 N. First Street
      Louisville, KY 40202
      Attn: Bruce Widener


                                      -7-
<PAGE>

      with a copy (which will not constitute notice to the Company) to:

      Frost Brown Todd LLC
      400 West Market Street, 32nd Floor
      Louisville, Kentucky 40202
      Attn:  William G. Strench

or to such  other  address  or to the  attention  of such  other  person  as the
recipient party has specified by prior written notice to the sending party.

      (b) Consent to  Amendments.  No  modification,  amendment or waiver of any
provision of this  Agreement  will be effective  against any party hereto unless
such modification,  amendment or waiver is approved in writing by such party. No
other  course  of  dealing  among  the  Company  and  Executive  or any delay in
exercising  any rights  hereunder will operate as a waiver by any of the parties
hereto of any rights hereunder.

      (c) Successors and Assigns. All covenants and agreements contained in this
Agreement  by or on behalf of any of the  parties  hereto will bind and inure to
the benefit of the  respective  successors  and  assigns of the  parties  hereto
whether so expressed or not.

      (d) Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this  Agreement is held to be  prohibited by or invalid
under  applicable law, such provision will be ineffective  only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of this
Agreement.

      (e) Counterparts.  This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts  taken together will constitute one and the
same Agreement.

      (f) Descriptive Headings; Interpretation. The descriptive headings of this
Agreement are inserted for convenience  only and do not constitute a substantive
part of this Agreement.  The use of the word  "including" in this Agreement will
be by way of example rather than by limitation.

      (g) Governing  Law.  ISSUES AND  QUESTIONS  CONCERNING  THE  CONSTRUCTION,
VALIDITY,  ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND
SCHEDULES HERETO WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE  COMMONWEALTH OF KENTUCKY,  WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW RULES OR PROVISIONS  (WHETHER OF THE COMMONWEALTH OF KENTUCKY OR
ANY OTHER  JURISDICTION)  THAT WOULD  CAUSE THE  APPLICATION  OF THE LAWS OF ANY
JURISDICTION  OTHER THAN THE  COMMONWEALTH  OF KENTUCKY.  IN  FURTHERANCE OF THE
FOREGOING,  THE INTERNAL LAW OF THE  COMMONWEALTH  OF KENTUCKY  WILL CONTROL THE
INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT (AND ANY


                                      -8-
<PAGE>

SCHEDULE HERETO),  EVEN THOUGH UNDER KENTUCKY'S CHOICE OF LAW OR CONFLICT OF LAW
ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

      (h) Jurisdiction. EACH OF THE PARTIES HERETO (I) CONSENTS TO SUBMIT ITSELF
TO THE PERSONAL  JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN JEFFERSON
COUNTY, KENTUCKY IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF
THE TRANSACTIONS  CONTEMPLATED  HEREBY,  (II) AGREES THAT IT WILL NOT ATTEMPT TO
DENY OR DEFEAT SUCH PERSONAL  JURISDICTION  BY MOTION OR OTHER REQUEST FOR LEAVE
FROM ANY SUCH COURT AND (III) AGREES THAT IT WILL NOT BRING ANY ACTION  RELATING
TO THIS AGREEMENT OR ANY OF THE  TRANSACTIONS  CONTEMPLATED  HEREBY IN ANY COURT
OTHER THAN A FEDERAL OR STATE COURT SITTING IN JEFFERSON  COUNTY,  KENTUCKY,  AS
APPLICABLE.

      (i) Entire  Agreement.  Except as  otherwise  expressly  set forth in this
Agreement, this Agreement and the other agreements referred to in this Agreement
embody  the  complete  agreement  and  understanding  among the  parties to this
Agreement  with respect to the subject matter of this  Agreement,  and supersede
and preempt any prior understandings, agreements, or representations by or among
the parties or their  predecessors,  written or oral,  which may have related to
the subject matter of this Agreement in any way.

      (j) Attorney's  Fees. In the event that Company or Executive  should bring
suit against the other in respect to any matters provided for in this Agreement,
the  prevailing  party  shall be  entitled  to recover  from the other party its
reasonable attorney's fees and costs in connection with such suit.

                                    * * * * *


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<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Executive
Employment Agreement as of the date first written above.

                                         BEACON ENTERPRISE SOLUTIONS GROUP, INC.

                                         By: ___________________________________
                                             Name:  Bruce Widener
                                             Title: Chief Executive Officer

                                         EXECUTIVE

                                         _______________________________________
                                         Signature

                                         _______________________________________
                                         Christopher P. O'Bryan

                               Signature Page to
                         Executive Employment Agreement


<PAGE>

                                    EXHIBIT A

                            FORM OF RELEASE AGREEMENT

      This Release Agreement (this "Agreement") constitutes the release referred
to in that certain Executive Employment  Agreement (the "Employment  Agreement")
dated  as  of  December  __,  2007,  by  and  between   Christopher  P.  O'Bryan
("Employee") and Beacon Enterprise Solutions Group, Inc. (the "Company").

      For good and valuable consideration,  including the Company's provision of
certain  payments and benefits to Employee in  accordance  with Section 3 of the
Employment Agreement,  Employee hereby releases,  discharges and forever acquits
the  Company,  its  Affiliates  (as  such  term  is  defined  in the  Employment
Agreement) and the past,  present and future  stockholders,  members,  partners,
directors, managers, employees, agents, attorneys, heirs, legal representatives,
successors  and assigns of the foregoing,  in their personal and  representative
capacities (collectively, the "Company Parties"), from liability for, and hereby
waives, any and all claims,  damages, or causes of action of any kind related to
Employee's   employment  with  any  Company  Party,   the  termination  of  such
employment, and any other acts or omissions related to any matter on or prior to
the date of this Agreement  including  without  limitation any alleged violation
through the date of this Agreement of: (i) the Age  Discrimination in Employment
Act of 1967,  as  amended;  (ii) Title VII of the Civil  Rights Act of 1964,  as
amended;  (iii) the Civil Rights Act of 1991;  (iv) Section 1981 through 1988 of
Title 42 of the United  States Code,  as amended;  (v) the  Employee  Retirement
Income  Security Act of 1974, as amended;  (vi) the  Immigration  Reform Control
Act, as amended;  (vii) the Americans with Disabilities Act of 1990, as amended;
(viii)  the  National  Labor  Relations  Act,  as  amended;  (ix) the Fair Labor
Standards  Act,  as  amended;  (x) the  Occupational  Safety and Health  Act, as
amended;  (xi) the  Family  and  Medical  Leave  Act of 1993;  (xii)  any  state
anti-discrimination  law;  (xiii) any state  wage and hour law;  (xiv) any other
local,  state or federal law,  regulation or ordinance;  (xv) any public policy,
contract,  tort, or common law claim;  (xvi) any allegation for costs,  fees, or
other expenses including  attorneys' fees incurred in these matters;  (xvii) any
and all  rights,  benefits  or claims  Employee  may have  under any  employment
contract,  incentive  compensation  plan or stock  option  plan with any Company
Party or to any  ownership  interest in any Company  Party  except as  expressly
provided in the Employment  Agreement and any incentive equity agreement between
Employee  and the  Company or any  Affiliate  thereof  and (xviii) any claim for
compensation  or benefits of any kind not expressly set forth in the  Employment
Agreement or any such incentive  equity agreement  (collectively,  the "Released
Claims").  This Agreement is not intended to indicate that any such claims exist
or that,  if they do exist,  they are  meritorious.  Rather,  Employee is simply
agreeing that, in exchange for the  consideration  recited in the first sentence
of this paragraph, any and all potential claims of this nature that Employee may
have against the Company Parties, regardless of whether they actually exist, are
expressly settled,  compromised and waived. By signing this Agreement,  Employee
is bound by it. Anyone who succeeds to Employee's  rights and  responsibilities,
such as  heirs or the  executor  of  Employee's  estate,  is also  bound by this
Agreement.  This  release  also  applies to any claims  brought by any person or
agency or class  action under which  Employee may have a right or benefit.  THIS
RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER
GROSS OR SIMPLE)  OR OTHER  FAULT,  INCLUDING  STRICT  LIABILITY,  OF ANY OF THE
COMPANY PARTIES.


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      Employee  agrees  not to  bring  or join any  lawsuit  against  any of the
Company  Parties in any court relating to any of the Released  Claims.  Employee
represents  that  Employee  has not  brought or joined any  lawsuit or filed any
charge or claim  against any of the  Company  Parties in any court or before any
government agency and has made no assignment of any rights Employee has asserted
or may have against any of the Company Parties to any person or entity,  in each
case,  with  respect to any  Released  Claims.  If Employee  brings or joins any
lawsuit  against  any  of the  Company  Parties  in  any  court  or  before  any
arbitration  tribunal  (except as necessary to protect  Employee's  rights under
this release or with respect to Employee's entry into this release)  relating to
any of the  Released  Claims,  and  Employee  is the  prevailing  party  in such
lawsuit,  Employee  shall be obligated to return to the Company all amounts paid
to Employee under this release, to the extent permitted under applicable law and
ordered by the court or arbitration  tribunal,  as applicable.  Further,  if any
Company Party is the  prevailing  party in any lawsuit  Employee  brings against
such Company Party relating to Employee's  employment or other matters that have
been released or waived in this Agreement, to the extent permitted by applicable
law (such as if  Employee's  claim are found to be  brought  in bad  faith),  in
addition to all other remedies available at law or in equity, Employee agrees to
pay all  costs  and  expenses  incurred  by such  person  or  entity,  including
reasonable attorneys' fees, in defending against such lawsuit.

      By executing and delivering this Agreement, Employee acknowledges that:

      (a) Employee has carefully read this Agreement;

      (b) Employee has had at least 21 days to consider  this  Agreement  before
the execution and delivery hereof to the Company;

      (c) Employee has been and hereby is advised in writing that  Employee may,
at  Employee's  option,  discuss this  Agreement  with an attorney of Employee's
choice and that Employee has had adequate opportunity to do so; and

      (d)  Employee  fully  understands  the  final and  binding  effect of this
Agreement;  the only promises made to Employee to sign this  Agreement are those
stated in the  Employment  Agreement  and herein;  and  Employee is signing this
Agreement  voluntarily  and of  Employee's  own free  will,  and  that  Employee
understands and agrees to each of the terms of this Agreement.

      Notwithstanding the initial effectiveness of this Agreement,  Employee may
revoke the delivery (and therefore the  effectiveness)  of this Agreement within
the seven day period  beginning on the date Employee  delivers this Agreement to
the Company  (such  seven day period  being  referred to herein as the  "Release
Revocation Period"). To be effective,  such revocation must be in writing signed
by Employee and must be delivered to the Company before 11:59 p.m.,  Louisville,
Kentucky time, on the last day of the Release Revocation Period. If an effective
revocation is delivered in the foregoing  manner and  timeframe,  this Agreement
shall be of no force  or  effect  and  shall  be null  and  void ab  initio.  No
consideration  shall be paid if this  Agreement  is revoked by  Employee  in the
foregoing manner.


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      Executed on this ___________ day of _____________, _______.

      _________________________________
      Name:

      STATE OF ________________________ss.

      _________________________________ss.

      COUNTY OF _______________________ss.

      BEFORE ME, the undersigned  authority personally appeared  ______________,
by me known  or who  produced  valid  identification  as  described  below,  who
executed the foregoing  instrument and acknowledged before me that he subscribed
to such instrument on this _____ day of ______________, ________.

      ___________________________________

      NOTARY PUBLIC in and for the

      State of __________________________

      My Commission Expires: ____________

      Identification produced: __________


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