Exhibit 10.1
                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
<S>            <C>          <C>         <C>           <C>         <C>      <C>       <C>
----------------------------------------------------------------------------------------------
  Principal     Loan Date    Maturity     Loan No.    Call/Coll   Account  Officer   Initials
----------------------------------------------------------------------------------------------
 $600,000.00   03-12-2008   03-12-2013  CL 100126035     410                 MS1
----------------------------------------------------------------------------------------------
         References in the boxes above are for Lender's use only and do not limit the
                applicability of this document to any particular loan or item.
       Any item above containing "***" has been omitted due to text length limitations.
----------------------------------------------------------------------------------------------

Borrower: BEACON ENTERPRISE SOLUTIONS GROUP, INC.    Lender: INTEGRA BANK NATIONAL ASSOCIATION
          124 NORTH FIRST STREET                             127-SE IN/NORTH KY COMMERCIAL
          LOUISVILLE, KY 40202                               7155 HOUSTON RD
                                                             FLORENCE, KY 41042

==============================================================================================

Principal Amount: $600,000.00        Interest Rate: 6.250%        Date of Note: March 12, 2008
</TABLE>

PROMISE TO PAY. BEACON ENTERPRISE SOLUTIONS GROUP, INC. ("Borrower") promises to
pay to INTEGRA BANK NATIONAL ASSOCIATION  ("Lender"),  or order, in lawful money
of the United States of America,  the principal amount of Six Hundred Thousand &
00/100  Dollars  ($600,000.00), together with interest at the rate of 6.250% per
annum on the unpaid  principal  balance from March 12, 2008, until paid in full.
The interest  rate may change under the terms and  conditions  of the  "INTEREST
AFTER DEFAULT" section.

PAYMENT.  Borrower will pay this loan in 60 payments of $11,696.35 each payment.
Borrower's first payment is due April 12, 2008, and all subsequent  payments are
due on the same day of each month after that.  Borrower's  final payment will be
due on March 12, 2013,  and will be for all principal  and all accrued  interest
not yet paid.  Payments include principal and interest.  Unless otherwise agreed
or required by  applicable  law,  payments  will be applied first to any accrued
unpaid interest; then to principal; and then to any unpaid collection costs. The
annual  interest rate for this Note is computed on a 365/360 basis;  that is, by
applying  the  ratio  of the  annual  interest  rate  over a year  of 360  days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the  principal  balance  is  outstanding.  Borrower  will pay  Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing.

PREPAYMENT;  MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this Note,  Borrower  understands  that Lender is entitled to a minimum interest
charge of $10.00.  Other than Borrower's  obligation to pay any minimum interest
charge,  Borrower  may pay  without  penalty all or a portion of the amount owed
earlier than it is due. Early  payments will not,  unless agreed to by Lender in
writing,  relieve Borrower of Borrower's obligation to continue to make payments
under the payment  schedule.  Rather,  early  payments will reduce the principal
balance due and may result in Borrower's making fewer payments.  Borrower agrees
not to send  Lender  payments  marked  "paid in full",  "without  recourse",  or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of  Lender's  rights  under  this  Note,  and  Borrower  will  remain
obligated to pay any further amount owed to Lender.  All written  communications
concerning  disputed  amounts,  including any check or other payment  instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed  amount must be mailed or  delivered  to:  INTEGRA  BANK  NATIONAL
ASSOCIATION, 127-SE IN/NORTH KY COMMERCIAL, 7155 HOUSTON RD, FLORENCE, KY 41042.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  the interest rate on this Note shall be increased by 2.000 percentage
points.  However, in no event will the interest rate exceed the maximum interest
rate limitations under applicable law.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

      Payment Default.  Borrower  fails to make any payment  when due under this
      Note.

      Other  Defaults.  Borrower  fails to comply  with or to perform  any other
      term,  obligation,  covenant or condition contained in this Note or in any
      of the  related  documents  or to  comply  with or to  perform  any  term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      Default in Favor of Third Parties.  Borrower or any Grantor defaults under
      any loan,  extension  of credit,  security  agreement,  purchase  or sales
      agreement,  or any  other  agreement,  in favor of any other  creditor  or
      person that may materially affect any of Borrower's property or Borrower's
      ability to repay this Note or perform  Borrower's  obligations  under this
      Note or any of the related documents.

      False  Statements.  Any  warranty,  representation  or  statement  made or
      furnished to Lender by Borrower or on Borrower's behalf under this Note or
      the related  documents is false or  misleading  in any  material  respect,
      either now or at the time made or furnished or becomes false or misleading
      at any time thereafter.

      Insolvency.  The  dissolution or  termination of Borrower's existence as a
      going business,  the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's  property,  any  assignment  for the benefit of
      creditors,  any  type of  creditor  workout,  or the  commencement  of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any creditor of Borrower or by any
      governmental  agency  against  any  collateral  securing  the  loan.  This
      includes a garnishment of any of Borrower's  accounts,  including  deposit
      accounts,  with Lender.  However, this Event of Default shall not apply if
      there  is a  goad  faith  dispute  by  Borrower  as  to  the  validity  or
      reasonableness  of the  claim  which  is the  basis  of  the  creditor  or
      forfeiture  proceeding  and if Borrower gives Lender written notice of the
      creditor or  forfeiture  proceeding  and deposits  with Lender monies or a
      surety  bond for the  creditor  or  forfeiture  proceeding,  in an  amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      Events  Affecting  Guarantor.  Any of the  preceding  events  occurs  with
      respect to any guarantor,  endorser, surety, or accommodation party of any
      of the indebtedness or any guarantor,  endorser,  surety, or accommodation
      party dies or becomes incompetent, or revokes or disputes the validity of,
      or liability  under,  any guaranty of the  indebtedness  evidenced by this
      Note. In the event of a death,  Lender, at its option,  may, but shall not
      be required to, permit the  guarantor's  estate to assume  unconditionally
      the  obligations  arising under the guaranty in a manner  satisfactory  to
      Lender, and, in doing so, cure any Event of Default.

      Change In Ownership.  Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.

      Adverse Change. A material  adverse change occurs in Borrower's  financial
      condition,  or Lender  believes the prospect of payment or  performance of
      this Note is impaired.

      Insecurity. Lender in good faith believes itself insecure.

      Cure  Provisions.  If any  default,  other  than a default  in  payment is
      curable  and if  Borrower  has not been  given a notice of a breach of the
      same  provision of this Note within the preceding  twelve (12) months,  it
      may be cured if  Borrower,  after  receiving  written  notice  from Lender
      demanding cure of such default:  (1) cures the default within fifteen (15)
      days; or (2) if the cure requires more than fifteen (15) days, immediately
      initiates  steps which  Lender  deems in Lender's  sole  discretion  to be
      sufficient to cure the default and thereafter  continues and completes all
      reasonable and necessary steps sufficient to produce compliance as soon as
      reasonably practical.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance under this Note and all accrued  unpaid  interest  immediately  due, and
then Borrower will pay that amount.

ATTORNEYS' FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes,  subject to any  limits  under  applicable  law,  Lender's  reasonable
attorneys'  fees and Lender's legal expenses  whether or not there is a lawsuit,
including   reasonable   attorneys'  fees  and  legal  expenses  for  bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction),  and appeals.  If not prohibited by applicable  law,  Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other. (Initial Here RM)

GOVERNING  LAW.  This Note will be governed by federal law  applicable to Lender
and, to the extent not preempted by federal law, the laws of the Commonwealth of
Kentucky  without regard to its conflicts of law provisions.  This Note has been
accepted by Lender in the Commonwealth of Kentucky.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the  jurisdiction  of the  courts  of BOONE  County,  Commonwealth  of
Kentucky.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $20.00 if  Borrower
makes a payment on  Borrower's loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
indebtedness  against  any and all such  accounts,  and, at Lender's option,  to
administratively  freeze all such  accounts to allow Lender to protect  Lender's
charge and setoff rights provided in this paragraph.

<PAGE>

                                PROMISSORY NOTE
Loan No: CL 100126035             (Continued)                             Page 2

================================================================================

COLLATERAL.  Borrower  acknowledges this Note is secured by COMMERCIAL  SECURITY
AGREEMENT DATED MARCH 12, 2008 ON ALL BUSINESS ASSETS.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the regularly  scheduled payment not to exceed  $1,000.00;  or $25.00,
whichever is greater.

LOAN AGREEMENT. BUSINESS LOAN AGREEMENT DATED MARCH 12, 2008.

FINANCIAL  STATEMENT  SUBMISSION.  Borrower  agrees to  provide  annual  audited
financial  statements  within  90  days  and  tax  returns  within  120  days of
Borrower's fiscal year end.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs,  personal  representatives,  successors and assigns,  and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS.  If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note.  Lender may delay or forgo enforcing any of its
rights or remedies under this Note without  losing them.  Borrower and any other
person who signs,  guarantees or endorses  this Note,  to the extent  allowed by
law, waive  presentment,  demand for payment,  and notice of dishonor.  Upon any
change in the terms of this  Note,  and  unless  otherwise  expressly  stated in
writing,   no  party  who  signs  this  Note,   whether  as  maker,   guarantor,
accommodation  maker or endorser,  shall be released  from  liability.  All such
parties agree that Lender may renew or extend  (repeatedly and for any length of
time) this loan or release any party or guarantor or collateral; or impair, fail
to realize upon or perfect  Lender's  security  interest in the collateral;  and
take any other  action  deemed  necessary  by Lender  without  the consent of or
notice to anyone.  All such  parties also agree that Lender may modify this loan
without  the  consent of or notice to anyone  other than the party with whom the
modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER  ACKNOWLEDGES  RECEIPT OF A  COMPLETED  COPY OF THIS  PROMISSORY  NOTE.

BORROWER:

BEACON ENTERPRISE SOLUTIONS GROUP, INC.

By: /s/ Robert Mohr
    -------------------------------------
    ROBERT MOHR, CAO of BEACON ENTERPRISE
    SOLUTIONS GROUP, INC.

================================================================================

<PAGE>

                            BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
<S>            <C>          <C>         <C>           <C>         <C>      <C>       <C>
----------------------------------------------------------------------------------------------
  Principal     Loan Date    Maturity     Loan No.    Call/Coll   Account  Officer   Initials
----------------------------------------------------------------------------------------------
 $600,000.00   03-12-2008   03-05-2013  CL 100126035     410                 MS1
----------------------------------------------------------------------------------------------
         References in the boxes above are for Lender's use only and do not limit the
                applicability of this document to any particular loan or item.
       Any item above containing "***" has been omitted due to text length limitations.
----------------------------------------------------------------------------------------------

Borrower: BEACON ENTERPRISE SOLUTIONS GROUP, INC.    Lender: INTEGRA BANK NATIONAL ASSOCIATION
          124 NORTH FIRST STREET                             127-SE IN/NORTH KY COMMERCIAL
          LOUISVILLE, KY 40202                               7155 HOUSTON RD
                                                             FLORENCE, KY 41042

==============================================================================================
</TABLE>

THIS BUSINESS LOAN AGREEMENT dated March 12, 2008, is made and executed  between
BEACON ENTERPRISE  SOLUTIONS GROUP, INC.  ("Borrower") and INTEGRA BANK NATIONAL
ASSOCIATION  ("Lender")  on the  following  terms and  conditions.  Borrower has
received  prior  commercial  loans  from  Lender or has  applied to Lender for a
commercial  loan or loans or other  financial  accommodations,  including  those
which may be  described  on any exhibit or schedule  attached to this  Agreement
("Loan").  Borrower understands and agrees that: (A) in granting,  renewing,  or
extending  any  Loan,   Lender  is  relying  upon  Borrower's   representations,
warranties,  and  agreements as set forth in this  Agreement;  (B) the granting,
renewing,  or  extending  of any Loan by Lender at all times shall be subject to
Lender's  sole  judgment  and  discretion;  and (C) all such Loans  shall be and
remain subject to the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of March 12, 2008, and shall continue
in full force and effect until such time as all of Borrower's  Loans in favor of
Lender have been paid in full, including principal,  interest,  costs, expenses,
attorneys' fees, and other fees and charges, or until March 5, 2013.

CONDITIONS  PRECEDENT TO EACH  ADVANCE.  Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's  satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

      Loan Documents.  Borrower shall provide to Lender the following  documents
      for the Loan:  (1) the Note;  (2) Security  Agreements  granting to Lender
      security  interests in the  Collateral;  (3) financing  statements and all
      other documents  perfecting Lender's Security  Interests;  (4) evidence of
      insurance as required below; (5) together with all such Related  Documents
      as Lender may require for the Loan; all in form and substance satisfactory
      to Lender and Lender's counsel.

      Borrower's  Authorization.  Borrower  shall  have  provided  in  form  and
      substance  satisfactory to Lender  properly  certified  resolutions,  duly
      authorizing the execution and delivery of this Agreement, the Note and the
      Related  Documents.  In addition,  Borrower shall have provided such other
      resolutions,  authorizations,  documents and  instruments as Lender or its
      counsel, may require.

      Payment of Fees and Expenses. Borrower shall have paid to Lender all fees,
      charges, and other expenses which are then due and payable as specified in
      this Agreement or any Related Document.

      Representations  and Warranties.  The  representations  and warranties set
      forth in this Agreement, in the Related Documents,  and in any document or
      certificate delivered to Lender under this Agreement are true and correct.

      No Event of  Default.  There  shall not exist at the time of any Advance a
      condition which would  constitute an Event of Default under this Agreement
      or under any Related Document.

REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the  date of this  Agreement,  as of the  date of each  disbursement  of loan
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and  at  all  times  any  Indebtedness  exists:

      Organization.  Borrower is a  corporation  for profit which is, and at all
      times shall be, duly  organized,  validly  existing,  and in good standing
      under  and by  virtue  of the laws of  Borrower's state of  incorporation.
      Borrower is duly  authorized  to transact  business in all other states in
      which Borrower is doing business,  having obtained all necessary  filings,
      governmental  licenses and approvals  for each state in which  Borrower is
      doing business. Specifically, Borrower is, and at all times shall be, duly
      qualified as a foreign  corporation  in all states in which the failure to
      so  qualify  would  have a  material  adverse  effect on its  business  or
      financial condition.  Borrower has the full power and authority to own its
      properties  and to transact the business in which it is presently  engaged
      or presently proposes to engage. Borrower maintains an office at 124 NORTH
      FIRST  STREET,  LOUISVILLE,  KY  40202.  Unless  Borrower  has  designated
      otherwise in writing, the principal office is the office at which Borrower
      keeps  its  books  and  records  including  its  records   concerning  the
      Collateral.  Borrower  will  notify  Lender  prior  to any  change  in the
      location of Borrower's  state of  organization or any change in Borrower's
      name.  Borrower  shall do all things  necessary to preserve and to keep in
      full force and  effect its  existence,  rights and  privileges,  and shall
      comply  with all  regulations,  rules,  ordinances,  statutes,  orders and
      decrees  of any  governmental  or  quasi-governmental  authority  or court
      applicable to Borrower and Borrower's business activities.

      Assumed  Business  Names.  Borrower has filed or recorded all documents or
      filings  required by law  relating to all assumed  business  names used by
      Borrower. Excluding the name of Borrower, the following is a complete list
      of all assumed business names under which Borrower does business: None.

      Authorization.  Borrower's  execution,  delivery,  and performance of this
      Agreement and all the Related  Documents have been duly  authorized by all
      necessary  action  by  Borrower  and do not  conflict  with,  result  in a
      violation  of, or  constitute  a default  under (1) any  provision  of (a)
      Borrower's  articles of incorporation or organization,  or bylaws,  or (b)
      any  agreement or other  instrument  binding upon Borrower or (2) any law,
      governmental regulation,  court decree, or order applicable to Borrower or
      to Borrower's properties.

      Financial Information. Each of Borrower's financial statements supplied to
      Lender truly and completely disclosed Borrower's financial condition as of
      the date of the statement,  and there has been no material  adverse change
      in  Borrower's  financial  condition  subsequent  to the  date of the most
      recent financial  statement  supplied to Lender.  Borrower has no material
      contingent obligations except as disclosed in such financial statements.

      Legal Effect. This Agreement constitutes,  and any instrument or agreement
      Borrower is  required to give under this  Agreement  when  delivered  will
      constitute legal, valid, and binding  obligations of Borrower  enforceable
      against Borrower in accordance with their respective terms.

      Properties.  Except as  contemplated  by this  Agreement or as  previously
      disclosed in Borrower's  financial  statements or in writing to Lender and
      as accepted  by Lender,  and except for  property  tax liens for taxes not
      presently  due and  payable,  Borrower  owns and has good  title to all of
      Borrower's  properties free and clear of all Security  Interests,  and has
      not executed any security  documents or financing  statements  relating to
      such  properties.  All of Borrowers  properties  are titled in  Borrower's
      legal name, and Borrower has not used or filed a financing statement under
      any other name for at least the last five (5) years.

      Hazardous Substances. Except as disclosed to and acknowledged by Lender in
      writing,  Borrower  represents and warrants that: (1) During the period of
      Borrower's ownership of the Collateral, there has been no use, generation,
      manufacture,  storage, treatment,  disposal, release or threatened release
      of any Hazardous  Substance by any person on, under,  about or from any of
      the  Collateral.  (2) Borrower  has no knowledge  of, or reason to believe
      that there has been (a) any breach or violation of any Environmental Laws;
      (b)  any  use,  generation,  manufacture,  storage,  treatment,  disposal,
      release or threatened release of any Hazardous  Substance on, under, about
      or from the  Collateral  by any prior  owners or  occupants  of any of the
      Collateral;  or (c) any actual or  threatened  litigation or claims of any
      kind by any person relating to such matters.  (3) Neither Borrower nor any
      tenant,  contractor,  agent  or  other  authorized  user  of  any  of  the
      Collateral shall use, generate,  manufacture,  store, treat, dispose of or
      release  any  Hazardous  Substance  on,  under,  about  or from any of the
      Collateral;  and any such activity  shall be conducted in compliance  with
      all  applicable  federal,   state,  and  local  laws,   regulations,   and
      ordinances,  including without limitation all Environmental Laws. Borrower
      authorizes Lender and its agents to enter upon the Collateral to make such
      inspections  and  tests  as  Lender  may  deem  appropriate  to  determine
      compliance  of the  Collateral  with this  section of the  Agreement.  Any
      inspections or tests made by Lender shall be at Borrower's expense and for
      Lender's   purposes  only  and  shall  not  be  construed  to  create  any
      responsibility  or  liability  on the part of Lender to Borrower or to any
      other person.  The  representations  and warranties  contained  herein are
      based on Borrower's  due diligence in  investigating  the  Collateral  for
      hazardous waste and Hazardous Substances. Borrower hereby (1) releases and
      waives any future claims against Lender for indemnity or  contribution  in
      the event  Borrower  becomes  liable for  cleanup or other costs under any
      such laws, and (2) agrees to indemnify,  defend,  and hold harmless Lender
      against any and all claims, losses,  liabilities,  damages, penalties, and
      expenses  which  Lender  may  directly  or  indirectly  sustain  or suffer
      resulting  from  a  breach  of  this  section  of  the  Agreement  or as a
      consequence  of  any  use,  generation,  manufacture,  storage,  disposal,
      release or  threatened  release of a hazardous  waste or  substance on the
      Collateral. The provisions of this section of the Agreement, including the
      obligation  to  indemnify  and  defend,  shall  survive the payment of the
      Indebtedness  and the  termination,  expiration  or  satisfaction  of this
      Agreement  and  shall  not be  affected  by  Lender's  acquisition  of any
      interest in any of the Collateral, whether by foreclosure or otherwise.

      Litigation and Claims. No litigation, claim, investigation, administrative
      proceeding or similar  action  (including  those for unpaid taxes) against
      Borrower is pending or  threatened,  and no other event has occurred which
      may  materially   adversely  affect  Borrower's   financial  condition  or
      properties,  other than litigation,  claims, or other events, if any, that
      have been disclosed to and acknowledged by Lender in writing.

      Taxes. To the best of Borrower's knowledge,  all of Borrower's tax returns
      and reports that are or were  required to be filed,  have been filed,  and
      all taxes,  assessments and other  governmental  charges have been paid in
      full,  except those presently being or to be contested by Borrower in good
      faith in the ordinary  course of business and for which adequate  reserves
      have been provided.

      Lien Priority. Unless otherwise previously disclosed to Lender in writing,
      Borrower has not entered into or granted any Security Agreements, or

<PAGE>

                             BUSINESS LOAN AGREEMENT
Loan No: CL 100126035              (Continued)                            Page 2

================================================================================

      permitted  the  filing  or  attachment  of any  Security  Interests  on or
      affecting any of the Collateral  directly or indirectly securing repayment
      of Borrower's Loan and Note, that would be prior or that may in any way be
      superior  to  Lender's  Security  Interests  and  rights  in and  to  such
      Collateral.

      Binding  Effect.  This  Agreement,  the Note, all Security  Agreements (if
      any), and all Related  Documents are binding upon the signers thereof,  as
      well  as upon  their  successors,  representatives  and  assigns,  and are
      legally enforceable in accordance with their respective terms.

AFFIRMATIVE  COVENANTS.  Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

      Notices of Claims and Litigation. Promptly inform Lender in writing of (1)
      all material adverse changes in Borrower's  financial  condition,  and (2)
      all  existing  and  all  threatened  litigation,  claims,  investigations,
      administrative  proceedings or similar actions  affecting  Borrower or any
      Guarantor  which  could  materially  affect  the  financial  condition  of
      Borrower or the financial condition of any Guarantor.

      Financial Records. Maintain its books and records in accordance with GAAP,
      applied on a  consistent  basis,  and permit  Lender to examine  and audit
      Borrower's books and records at all reasonable times.

      Financial  Statements.  Furnish Lender with such financial  statements and
      other related information at such frequencies and in such detail as Lender
      may reasonably request.

      Additional   Information.   Furnish  such   additional   information   and
      statements, as Lender may request from time to time.

      Insurance.  Maintain  fire and  other  risk  insurance,  public  liability
      insurance,  and such other insurance as Lender may require with respect to
      Borrower's properties and operations, in form, amounts, coverages and with
      insurance  companies  acceptable  to  Lender.  Borrower,  upon  request of
      Lender,  will  deliver  to  Lender  from  time to  time  the  policies  or
      certificates  of  insurance  in form  satisfactory  to  Lender,  including
      stipulations that coverages will not be cancelled or diminished without at
      least ten (10) days prior written notice to Lender.  Each insurance policy
      also shall  include an  endorsement  providing  that  coverage in favor of
      Lender will not be impaired in any way by any act,  omission or default of
      Borrower or any other  person.  In connection  with all policies  covering
      assets in which  Lender  holds or is offered a security  interest  for the
      Loans,  Borrower  will provide  Lender with such  lender's loss payable or
      other endorsements as Lender may require.

      Insurance Reports.  Furnish to Lender, upon request of Lender,  reports on
      each existing  insurance  policy  showing such  information  as Lender may
      reasonably  request,  including without limitation the following:  (1) the
      name of the insurer;  (2) the risks insured; (3) the amount of the policy;
      (4) the properties  insured;  (5) the then current  property values on the
      basis of which insurance has been obtained,  and the manner of determining
      those values; and (6) the expiration date of the policy. In addition, upon
      request of Lender  (however not more often than  annually),  Borrower will
      have  an  independent  appraiser  satisfactory  to  Lender  determine,  as
      applicable,  the actual cash value or replacement  cost of any Collateral.
      The cost of such appraisal shall be paid by Borrower.

      Other  Agreements.  Comply  with all  terms  and  conditions  of all other
      agreements,  whether now or hereafter  existing,  between Borrower and any
      other  party and notify  Lender  immediately  in writing of any default in
      connection with any other such agreements.

      Loan  Proceeds.  Use all Loan  proceeds  solely  for  Borrower's  business
      operations,  unless  specifically  consented  to the contrary by Lender in
      writing.

      Taxes,  Charges  and  Liens.  Pay  and  discharge  when  due  all  of  its
      indebtedness   and   obligations,   including   without   limitation   all
      assessments,  taxes, governmental charges, levies and liens, of every kind
      and nature,  imposed upon Borrower or its properties,  income, or profits,
      prior to the date on which penalties  would attach,  and all lawful claims
      that,  if unpaid,  might  become a lien or charge  upon any of  Borrower's
      properties, income, or profits.

      Performance.  Perform  and  comply,  in a timely  manner,  with all terms,
      conditions,  and  provisions set forth in this  Agreement,  in the Related
      Documents,  and in all other  instruments and agreements  between Borrower
      and Lender.  Borrower  shall notify Lender  immediately  in writing of any
      default in connection with any agreement.

      Operations. Maintain executive and management personnel with substantially
      the same  qualifications  and  experience  as the  present  executive  and
      management  personnel;  provide  written notice to Lender of any change in
      executive  and  management  personnel;  conduct its business  affairs in a
      reasonable and prudent manner.

      Environmental  Studies.  Promptly  conduct  and  complete,  at  Borrower's
      expense, all such investigations,  studies,  samplings and testings as may
      be  requested  by Lender or any  governmental  authority  relative  to any
      substance, or any waste or by-product of any substance defined as toxic or
      a hazardous substance under applicable federal, state, or local law, rule,
      regulation,  order or  directive,  at or  affecting  any  property  or any
      facility owned, leased or used by Borrower.

      Compliance  with   Governmental   Requirements.   Comply  with  all  laws,
      ordinances,   and  regulations,   now  or  hereafter  in  effect,  of  all
      governmental   authorities   applicable   to  the  conduct  of  Borrower's
      properties,  businesses and operations, and to the use or occupancy of the
      Collateral,  including without limitation, the Americans With Disabilities
      Act.  Borrower  may  contest  in good  faith any such law,  ordinance,  or
      regulation  and  withhold  compliance  during  any  proceeding,  including
      appropriate  appeals,  so long as Borrower has notified  Lender in writing
      prior to  doing so and so long as,  in  Lender's  sole  opinion,  Lender's
      interests  in the  Collateral  are not  jeopardized.  Lender  may  require
      Borrower  to  post  adequate   security  or  a  surety  bond,   reasonably
      satisfactory to Lender, to protect Lender's interest.

      Inspection. Permit employees or agents of Lender at any reasonable time to
      inspect any and all Collateral for the Loan or Loans and Borrower's  other
      properties and to examine or audit Borrower's books, accounts, and records
      and to make  copies and  memoranda  of  Borrower's  books,  accounts,  and
      records.  If Borrower now or at any time  hereafter  maintains any records
      (including  without  limitation  computer  generated  records and computer
      software programs for the generation of such records) in the possession of
      a third party,  Borrower,  upon request of Lender, shall notify such party
      to permit Lender free access to such records at all  reasonable  times and
      to  provide  Lender  with  copies of any  records it may  request,  all at
      Borrower's expense.

      Compliance  Certificates.  Unless  waived in writing  by  Lender,  provide
      Lender at least annually,  with a certificate executed by Borrower's chief
      financial  officer,  or other  officer  or person  acceptable  to  Lender,
      certifying  that the  representations  and  warranties  set  forth in this
      Agreement  are true and  correct  as of the  date of the  certificate  and
      further  certifying that, as of the date of the  certificate,  no Event of
      Default exists under this Agreement.

      Environmental  Compliance  and  Reports.  Borrower  shall  comply  in  all
      respects  with any and all  Environmental  Laws;  not  cause or  permit to
      exist, as a result of an intentional or  unintentional  action or omission
      on Borrower's  part or on the part of any third party,  on property  owned
      and/or occupied by Borrower,  any environmental  activity where damage may
      result to the environment,  unless such environmental activity is pursuant
      to and in  compliance  with  the  conditions  of a  permit  issued  by the
      appropriate  federal,  state  or  local  governmental  authorities;  shall
      furnish to Lender  promptly and in any event within thirty (30) days after
      receipt thereof a copy of any notice, summons, lien, citation,  directive,
      letter   or  other   communication   from  any   governmental   agency  or
      instrumentality  concerning  any  intentional or  unintentional  action or
      omission on Borrowers part in connection with any  environmental  activity
      whether or not there is damage to the  environment  and/or  other  natural
      resources.

      Additional Assurances. Make, execute and deliver to Lender such promissory
      notes,  mortgages,  deeds  of  trust,  security  agreements,  assignments,
      financing  statements,  instruments,  documents  and other  agreements  as
      Lender or its attorneys may reasonably  request to evidence and secure the
      Loans and to perfect all Security Interests.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Borrower's  failure to discharge or pay when due any amounts
Borrower is required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lender on Borrower's behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging or paying all taxes,  liens,  security  interests,  encumbrances and
other  claims,  at any time  levied or placed on any  Collateral  and paying all
costs  for  insuring,  maintaining  and  preserving  any  Collateral.  All  such
expenditures  incurred  or paid by  Lender  for such  purposes  will  then  bear
interest at the rate  charged  under the Note from the date  incurred or paid by
Lender to the date of  repayment by Borrower.  All such  expenses  will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned  among and be payable
with any  installment  payments to become due during  either (1) the term of any
applicable  insurance  policy;  or (2) the remaining term of the Note; or (C) be
treated  as a  balloon  payment  which  will be due and  payable  at the  Note's
maturity.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

      Indebtedness  and Liens.  (1) Except for trade debt incurred in the normal
      course  of  business  and  indebtedness  to  Lender  contemplated  by this
      Agreement,  create,  incur or  assume  indebtedness  for  borrowed  money,
      including capital leases, (2) sell, transfer,  mortgage,  assign,  pledge,
      lease,  grant a security interest in, or encumber any of Borrower's assets
      (except as allowed as Permitted  Liens),  or (3) sell with recourse any of
      Borrowers accounts, except to Lender.

      Continuity  of   Operations.   (1)  Engage  in  any  business   activities
      substantially different than those in which Borrower is presently engaged,
      (2) cease operations,  liquidate,  merge, transfer, acquire or consolidate
      with any other  entity,  change its name,  dissolve  or  transfer  or sell
      Collateral  out of the  ordinary  course  of  business,  or  (3)  pay  any
      dividends on Borrower's stock (other than dividends [ILLEGIBLE]

<PAGE>

                             BUSINESS LOAN AGREEMENT
Loan No: CL 100126035              (Continued)                            Page 3

================================================================================

      dividends,  if Borrower is a "Subchapter S Corporation" (as defined in the
      Internal  Revenue  Code of  1986,  as  amended),  Borrower  may  pay  cash
      dividends  on its stock to its  shareholders  from time to time in amounts
      necessary  to  enable  the  shareholders  to pay  income  taxes  and  make
      estimated income tax payments to satisfy their  liabilities  under federal
      and state law which arise  solely from their status as  Shareholders  of a
      Subchapter  S  Corporation   because  of  their  ownership  of  shares  of
      Borrower's  stock,  or  purchase or retire any of  Borrower's  outstanding
      shares or alter or amend Borrower's capital structure.

      Loans,  Acquisitions and Guaranties.  (1) Loan, invest in or advance money
      or assets to any other person,  enterprise or entity, (2) purchase, create
      or acquire any interest in any other  enterprise  or entity,  or (3) incur
      any obligation as surety or guarantor other than in the ordinary course of
      business.

      Agreements.  Borrower  will not enter into any  agreement  containing  any
      provisions  which would be violated  or  breached  by the  performance  of
      Borrower's obligations under this Agreement or in connection herewith.

CESSATION OF  ADVANCES.  If Lender has made any  commitment  to make any Loan to
Borrower,  whether  under this  Agreement or under any other  agreement,  Lender
shall have no  obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the  Related  Documents  or any  other  agreement  that  Borrower  or any
Guarantor  has  with  Lender;  (B)  Borrower  or  any  Guarantor  dies,  becomes
incompetent  or becomes  insolvent,  files a petition in  bankruptcy  or similar
proceedings,  or is adjudged a  bankrupt;  (C) there  occurs a material  adverse
change in Borrower's  financial  condition,  in the  financial  condition of any
Guarantor,  or in the value of any  Collateral  securing  any  Loan;  or (D) any
Guarantor seeks,  claims or otherwise  attempts to limit,  modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems  itself  insecure,  even though no Event of Default  shall have
occurred.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
Indebtedness  against any and all such  accounts,  and, at Lender's  option,  to
administratively  freeze all such  accounts to allow Lender to protect  Lender's
charge and setoff rights provided in this paragraph.

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:

      Payment  Default.  Borrower  fails to make any payment  when due under the
      Loan.

      Other  Defaults.  Borrower  fails to comply  with or to perform  any other
      term, obligation,  covenant or condition contained in this Agreement or in
      any of the  Related  Documents  or to comply  with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      Default In Favor of Third Parties.  Borrower or any Grantor defaults under
      any loan,  extension  of credit,  security  agreement,  purchase  or sales
      agreement,  or any  other  agreement,  in favor of any other  creditor  or
      person  that may  materially  affect any of  Borrower's  or any  Grantor's
      property  or  Borrower's  or any  Grantor's  ability to repay the Loans or
      perform their  respective  obligations  under this Agreement or any of the
      Related Documents.

      False  Statements.  Any  warranty,  representation  or  statement  made or
      furnished  to  Lender by  Borrower  or on  Borrower's  behalf  under  this
      Agreement or the Related  Documents is false or misleading in any material
      respect,  either now or at the time made or furnished or becomes  false or
      misleading at any time thereafter.

      Insolvency.  The  dissolution or  termination of Borrowers  existence as a
      going business,  the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's  property,  any  assignment  for the benefit of
      creditors,  any  type of  creditor  workout,  or the  commencement  of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      Defective  Collateralization.   This  Agreement  or  any  of  the  Related
      Documents ceases to be in full force and effect (including  failure of any
      collateral  document to create a valid and perfected  security interest or
      lien) at any time and for any reason.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any creditor of Borrower or by any
      governmental  agency  against  any  collateral  securing  the  Loan.  This
      includes a garnishment  of any of Borrowers  accounts,  including  deposit
      accounts,  with Lender.  However, this Event of Default shall not apply if
      there  is a  good  faith  dispute  by  Borrower  as  to  the  validity  or
      reasonableness  of the  claim  which  is the  basis  of  the  creditor  or
      forfeiture  proceeding  and if Borrower gives Lender written notice of the
      creditor or  forfeiture  proceeding  and deposits  with Lender monies or a
      surety  bond for the  creditor  or  forfeiture  proceeding,  in an  amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      Events  Affecting  Guarantor.  Any of the  preceding  events  occurs  with
      respect to any Guarantor of any of the  Indebtedness or any Guarantor dies
      or becomes  incompetent,  or  revokes  or  disputes  the  validity  of, or
      liability  under,  any  Guaranty  of the  Indebtedness.  In the event of a
      death,  Lender,  at its option,  may, but shall not be required to, permit
      the Guarantor's estate to assume  unconditionally  the obligations arising
      under the guaranty in a manner  satisfactory to Lender,  and, in doing so,
      cure any Event of Default.

      Change in Ownership.  Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.

      Adverse Change. A material  adverse change occurs in Borrower's  financial
      condition,  or Lender  believes the prospect of payment or  performance of
      the Loan is impaired.

      Insecurity. Lender in good faith believes itself insecure.

      Right to Cure. If any default,  other than a default on  Indebtedness,  is
      curable and if Borrower or Grantor, as the case may be, has not been given
      a notice of a similar default within the preceding twelve (12) months,  it
      may be cured if Borrower or Grantor,  as the case may be, after  receiving
      written notice from Lender  demanding  cure of such default:  (1) cure the
      default  within  fifteen (15) days;  or (2) if the cure requires more than
      fifteen  (15) days,  immediately  initiate  steps  which  Lender  deems in
      Lender's  sole  discretion  to be  sufficient  to  cure  the  default  and
      thereafter  continue and  complete  all  reasonable  and  necessary  steps
      sufficient to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations of Lender under this Agreement or the Related  Documents or any
other  agreement  immediately  will terminate  (including any obligation to make
further  Loan  Advances  or   disbursements),   and,  at  Lender's  option,  all
Indebtedness  immediately will become due and payable, all without notice of any
kind to  Borrower,  except  that in the case of an Event of  Default of the type
described in the  "Insolvency"  subsection  above,  such  acceleration  shall be
automatic  and not optional.  In addition,  Lender shall have all the rights and
remedies  provided in the Related  Documents or available at law, in equity,  or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and  remedies   shall  be  cumulative   and  may  be  exercised   singularly  or
concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy,  and an election to make  expenditures or to take action to
perform an obligation  of Borrower or of any Grantor  shall not affect  Lender's
right to declare a default and to exercise its rights and remedies.

FINANCIAL  STATEMENT  SUBMISSION.  Borrower  agrees to  provide  annual  audited
financial  statements  within  90  days  and  tax  returns  within  120  days of
Borrower's fiscal year end.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

      Amendments.   This  Agreement,   together  with  any  Related   Documents,
      constitutes  the entire  understanding  and agreement of the parties as to
      the matters set forth in this Agreement.  No alteration of or amendment to
      this  Agreement  shall be effective  unless given in writing and signed by
      the party or parties  sought to be charged or bound by the  alteration  or
      amendment.

      Attorneys'  Fees;  Expenses.  Borrower  agrees to pay upon  demand  all of
      Lenders costs and expenses,  including Lender's reasonable attorneys' fees
      and Lenders legal expenses, incurred in connection with the enforcement of
      this  Agreement.  Lender may hire or pay someone else to help enforce this
      Agreement,  and  Borrower  shall  pay  the  costs  and  expenses  of  such
      enforcement.  Costs and expenses  include Lender's  reasonable  attorneys'
      fees and  legal  expenses  whether  or not there is a  lawsuit,  including
      reasonable  attorneys' fees and legal expenses for bankruptcy  proceedings
      (including  efforts to modify or vacate any automatic stay or injunction),
      appeals, and any anticipated  post-judgment collection services.  Borrower
      also shall pay all court costs and such additional fees as may be directed
      by the court.

      Caption  Headings.  Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

      Consent to Loan  Participation.  Borrower  agrees and consents to Lender's
      sale or  transfer,  whether  now or  later,  of one or more  participation
      interests  in the  Loan  to one or more  purchasers,  whether  related  or
      unrelated  to  Lender.   Lender  may  provide,   without  any   limitation
      whatsoever,  to any one or more purchasers,  or potential purchasers,  any
      information or knowledge Lender may have about Borrower or about any other
      matter  relating to the Loan,  and  Borrower  hereby  waives any rights to
      privacy  Borrower  may  have  with  respect  to  such  matters.   Borrower
      additionally   waives  any  and  all  notices  of  sale  of  participation
      interests,  as well as all notices of any repurchase of such participation
      interests.   Borrower  also  agrees  that  the   purchasers  of  any  such
      participation  interests will be considered as the absolute owners of such
      interests  in the Loan and will  have all the  rights  granted  under  the
      participation   agreement  or  agreements   governing  the  sale  of  such
      participation  interests.  Borrower further waives all rights of offset or
      counterclaim  that it may have now or later against  Lender or against any
      purchaser of such a participation interest and

<PAGE>

                             BUSINESS LOAN AGREEMENT
Loan No: CL 100126035              (Continued)                            Page 4

================================================================================

      unconditionally  agrees that either  Lender or such  purchaser may enforce
      Borrower's  obligation  under  the Loan  irrespective  of the  failure  or
      insolvency  of any holder of any  interest in the Loan.  Borrower  further
      agrees that the purchaser of any such participation  interests may enforce
      its  interests  irrespective  of any  personal  claims  or  defenses  that
      Borrower may have against Lender.

      Governing  Law. This  Agreement will be governed by federal law applicable
      to Lender and, to the extent not preempted by federal law, the laws of the
      Commonwealth   of  Kentucky   without  regard  to  its  conflicts  of  law
      provisions. This Agreement has been accepted by Lender in the Commonwealth
      of Kentucky.

      Choice of Venue.  If  there is a lawsuit,  Borrower  agrees upon  Lender's
      request  to  submit to the  jurisdiction  of the  courts of BOONE  County,
      Commonwealth of Kentucky.

      No Waiver by Lender.  Lender shall not be deemed to have waived any rights
      under this Agreement  unless such waiver is given in writing and signed by
      Lender. No delay or omission on the part of Lender in exercising any right
      shall  operate as a waiver of such right or any other  right.  A waiver by
      Lender of a provision of this Agreement  shall not prejudice or constitute
      a waiver of Lender's right otherwise to demand strict compliance with that
      provision  or any other  provision of this  Agreement.  No prior waiver by
      Lender, nor any course of dealing between Lender and Borrower,  or between
      Lender  and any  Grantor,  shall  constitute  a waiver of any of  Lender's
      rights or of any of  Borrower's  or any  Grantor's  obligations  as to any
      future transactions. Whenever the consent of Lender is required under this
      Agreement,  the granting of such  consent by Lender in any instance  shall
      not  constitute  continuing  consent to  subsequent  instances  where such
      consent  is  required  and in all cases  such  consent  may be  granted or
      withheld in the sole discretion of Lender.

      Notices.  Any notice  required to be given under this  Agreement  shall be
      given in writing,  and shall be effective  when actually  delivered,  when
      actually  received by telefacsimile  (unless  otherwise  required by law),
      when  deposited with a nationally  recognized  overnight  courier,  or, if
      mailed,  when  deposited  in the  United  States  mail,  as  first  class,
      certified or registered  mail postage  prepaid,  directed to the addresses
      shown  near the  beginning  of this  Agreement.  Any party may  change its
      address for notices under this  Agreement by giving formal  written notice
      to the other  parties,  specifying  that the  purpose  of the notice is to
      change the party's address.  For notice purposes,  Borrower agrees to keep
      Lender  informed  at  all  times  of  Borrowers  current  address.  Unless
      otherwise provided or required by law, if there is more than one Borrower,
      any notice given by Lender to any Borrower is deemed to be notice given to
      all Borrowers.

      Severability.  If a court of competent jurisdiction finds any provision of
      this  Agreement  to be  illegal,  invalid,  or  unenforceable  as  to  any
      circumstance, that finding shall not make the offending provision illegal,
      invalid, or unenforceable as to any other circumstance.  If feasible,  the
      offending provision shall be considered modified so that it becomes legal,
      valid and enforceable.  If the offending  provision cannot be so modified,
      it shall be  considered  deleted  from this  Agreement.  Unless  otherwise
      required by law, the illegality,  invalidity,  or  unenforceability of any
      provision of this  Agreement  shall not affect the  legality,  validity or
      enforceability of any other provision of this Agreement.

      Subsidiaries and Affiliates of Borrower.  To the extent the context of any
      provisions  of this  Agreement  makes it  appropriate,  including  without
      limitation any representation,  warranty or covenant,  the word "Borrower"
      as used in this Agreement shall include all of Borrower's subsidiaries and
      affiliates.  Notwithstanding the foregoing however, under no circumstances
      shall this  Agreement be  construed to require  Lender to make any Loan or
      other  financial  accommodation  to  any  of  Borrower's  subsidiaries  or
      affiliates.

      Successors  and Assigns.  All covenants and  agreements by or on behalf of
      Borrower  contained in this Agreement or any Related  Documents shall bind
      Borrower's successors and assigns and shall inure to the benefit of Lender
      and its successors  and assigns.  Borrower  shall not,  however,  have the
      right to assign  Borrower's  rights  under this  Agreement or any interest
      therein, without the prior written consent of Lender.

      Survival of  Representations  and  Warranties.  Borrower  understands  and
      agrees that in making the Loan, Lender is relying on all  representations,
      warranties,  and  covenants  made by Borrower in this  Agreement or in any
      certificate or other instrument delivered by Borrower to Lender under this
      Agreement  or  the  Related   Documents.   Borrower  further  agrees  that
      regardless of any investigation made by Lender, all such  representations,
      warranties  and covenants will survive the making of the Loan and delivery
      to Lender of the Related  Documents,  shall be continuing  in nature,  and
      shall  remain  in full  force and  effect  until  such time as  Borrower's
      Indebtedness  shall be paid in  full,  or until  this  Agreement  shall be
      terminated in the manner provided above, whichever is the last to occur.

      Time Is of the Essence.  Time is of the essence in the performance of this
      Agreement.

      Waive Jury.  All parties to this  Agreement  hereby waive the right to any
      jury trial in any action, proceeding, or counterclaim brought by any party
      against any other party. (Initial Here RM)

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings  attributed to such terms in the Uniform  Commercial  Code.  Accounting
words and terms not otherwise  defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting  principles as
in effect on the date of this Agreement:

      Advance. The word "Advance" means a disbursement of Loan funds made, or to
      be made,  to  Borrower  or on  Borrower's  behalf  on a line of  credit or
      multiple advance basis under the terms and conditions of this Agreement.

      Agreement.  The word  "Agreement"  means this Business Loan Agreement,  as
      this Business Loan Agreement may be amended or modified from time to time,
      together  with all exhibits and  schedules  attached to this Business Loan
      Agreement from time to time.

      Borrower.  The word "Borrower"  means BEACON  ENTERPRISE  SOLUTIONS GROUP,
      INC. and includes all  co-signers  and co-makers  signing the Note and all
      their successors and assigns.

      Collateral. The word "Collateral" means all property and assets granted as
      collateral security for a Loan, whether real or personal property, whether
      granted directly or indirectly,  whether granted now or in the future, and
      whether granted in the form of a security interest,  mortgage,  collateral
      mortgage,  deed  of  trust,  assignment,   pledge,  crop  pledge,  chattel
      mortgage,  collateral  chattel  mortgage,  chattel  trust,  factor's lien,
      equipment trust,  conditional sale, trust receipt,  lien, charge,  lien or
      title  retention  contract,  lease or  consignment  intended as a security
      device, or any other security or lien interest whatsoever, whether created
      by law, contract, or otherwise.

      Environmental Laws. The words "Environmental Laws" mean any and all state,
      federal and local  statutes,  regulations  and ordinances  relating to the
      protection  of  human  health  or  the  environment,   including   without
      limitation the Comprehensive  Environmental  Response,  Compensation,  and
      Liability  Act of 1980,  as  amended,  42  U.S.C.  Section  9601,  et seq.
      ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
      L. No. 99-499 ("SARA"),  the Hazardous  Materials  Transportation  Act, 49
      U.S.C. Section 1801, et seq., the Resource  Conservation and Recovery Act,
      42 U.S.C.  Section  6901, et seq.,  or other  applicable  state or federal
      laws, rules, or regulations adopted pursuant thereto.

      Event of Default.  The words "Event of Default"  mean any of the events of
      default  set  forth  in this  Agreement  in the  default  section  of this
      Agreement.

      GAAP. The word "GAAP" means generally accepted accounting principles.

      Grantor.  The word "Grantor" means each and all of the persons or entities
      granting a Security  Interest in any  Collateral  for the Loan,  including
      without limitation all Borrowers granting such a Security Interest.

      Guarantor.   The  word  "Guarantor"   means  any  guarantor,   surety,  or
      accommodation party of any or all of the Loan.

      Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
      including without limitation a guaranty of all or part of the Note.

      Hazardous  Substances.  The words  "Hazardous  Substances"  mean materials
      that,  because of their quantity,  concentration or physical,  chemical or
      infectious  characteristics,  may  cause or pose a  present  or  potential
      hazard to human health or the environment when improperly  used,  treated,
      stored,  disposed of,  generated,  manufactured,  transported or otherwise
      handled. The words "Hazardous  Substances" are used in their very broadest
      sense  and  include  without  limitation  any and all  hazardous  or toxic
      substances,  materials  or  waste  as  defined  by  or  listed  under  the
      Environmental Laws. The term "Hazardous Substances" also includes, without
      limitation,  petroleum and petroleum  by-products or any fraction  thereof
      and asbestos.

      Indebtedness.  The word "Indebtedness" means the indebtedness evidenced by
      the Note or  Related  Documents,  including  all  principal  and  interest
      together  with all other  indebtedness  and costs and  expenses  for which
      Borrower is  responsible  under this Agreement or under any of the Related
      Documents.

      Lender.  The word "Lender"  means INTEGRA BANK NATIONAL  ASSOCIATION,  its
      successors and assigns.

      Loan. The word "Loan" means any and all loans and financial accommodations
      from Lender to Borrower  whether now or  hereafter  existing,  and however
      evidenced,   including  without   limitation  those  loans  and  financial
      accommodations  described  herein or  described on any exhibit or schedule
      attached to this Agreement from time to time.

      Note.  The word  "Note"  means  the Note  executed  by  BEACON  ENTERPRISE
      SOLUTIONS GROUP,  INC. in the principal amount of $600,000.00  dated March
      12, 2008, together with all renewals of, extensions of,  modifications of,
      refinancings  of,  consolidations  of and  substitutions  for the  note or
      credit agreement.

<PAGE>

                             BUSINESS LOAN AGREEMENT
Loan No: CL 100126035              (Continued)                            Page 5

================================================================================

      Permitted Liens.  The words "Permitted  Liens" mean (1) liens and security
      interests securing  Indebtedness owed by Borrower to Lender; (2) liens for
      taxes,  assessments,  or  similar  charges  either  not yet  due or  being
      contested   in  good   faith;   (3)  liens  of   materialmen,   mechanics,
      warehousemen,  or  carriers,  or other like liens  arising in the ordinary
      course of business and securing  obligations which are not yet delinquent;
      (4) purchase money liens or purchase  money security  interests upon or in
      any  property  acquired  or held by  Borrower  in the  ordinary  course of
      business to secure indebtedness  outstanding on the date of this Agreement
      or permitted to be incurred under the paragraph of this  Agreement  titled
      "Indebtedness  and Liens";  (5) liens and security  interests which, as of
      the date of this  Agreement,  have been  disclosed  to and approved by the
      Lender in writing; and (6) those liens and security interests which in the
      aggregate constitute an immaterial and insignificant  monetary amount with
      respect to the net value of Borrower's assets.

      Related  Documents.  The words  "Related  Documents"  mean all  promissory
      notes,  credit  agreements,  loan  agreements,  environmental  agreements,
      guaranties,  security  agreements,  mortgages,  deeds of  trust,  security
      deeds,  collateral  mortgages,  and all other instruments,  agreements and
      documents,  whether now or hereafter existing, executed in connection with
      the Loan.

      Security  Agreement.  The  words  "Security  Agreement"  mean and  include
      without  limitation any  agreements,  promises,  covenants,  arrangements,
      understandings or other agreements,  whether created by law, contract,  or
      otherwise,  evidencing,  governing,  representing,  or creating a Security
      Interest.

      Security Interest. The words "Security Interest" mean, without limitation,
      any and all types of collateral security,  present and future,  whether in
      the form of a lien, charge, encumbrance, mortgage, deed of trust, security
      deed,  assignment,  pledge,  crop  pledge,  chattel  mortgage,  collateral
      chattel  mortgage,   chattel  trust,   factor's  lien,   equipment  trust,
      conditional sale, trust receipt,  lien or title retention contract,  lease
      or  consignment  intended as a security  device,  or any other security or
      lien interest whatsoever whether created by law, contract, or otherwise.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT AND BORROWER  AGREES TO ITS TERMS.  THIS  BUSINESS  LOAN  AGREEMENT IS
DATED MARCH 12, 2008.

BORROWER:

BEACON ENTERPRISE SOLUTIONS GROUP, INC.

BY: /s/ Robert Mohr
    -------------------------------------
    ROBERT MOHR, CAO of BEACON ENTERPRISE
    SOLUTIONS GROUP, INC.

LENDER:

INTEGRA BANK NATIONAL ASSOCIATION

By: /s/ [ILLEGIBLE]
    -------------------------------------
    Authorized Signer

================================================================================

<PAGE>

                         COMMERCIAL SECURITY AGREEMENT

<TABLE>
<CAPTION>
<S>            <C>          <C>         <C>           <C>         <C>      <C>       <C>
----------------------------------------------------------------------------------------------
  Principal     Loan Date    Maturity     Loan No.    Call/Coll   Account  Officer   Initials
----------------------------------------------------------------------------------------------
 $600,000.00   03-05-2008   03-05-2013  CL 100126035     410                 MS1
----------------------------------------------------------------------------------------------
         References in the boxes above are for Lender's use only and do not limit the
                applicability of this document to any particular loan or item.
       Any item above containing "***" has been omitted due to text length limitations.
----------------------------------------------------------------------------------------------

Borrower: BEACON ENTERPRISE SOLUTIONS GROUP, INC.    Lender: INTEGRA BANK NATIONAL ASSOCIATION
          124 NORTH FIRST STREET                             127-SE IN/NORTH KY COMMERCIAL
          LOUISVILLE, KY 40202                               7155 HOUSTON RD
                                                             FLORENCE, KY 41042

==============================================================================================
</TABLE>

THIS  COMMERCIAL  SECURITY  AGREEMENT dated March 12, 2008, is made and executed
between BEACON  ENTERPRISE  SOLUTIONS GROUP,  INC.  ("Grantor") and INTEGRA BANK
NATIONAL ASSOCIATION ("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the Indebtedness and agrees that
Lender  shall  have the  rights  stated in this  Agreement  with  respect to the
Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL  DESCRIPTION.  The word  "Collateral" as used in this Agreement means
the  following  described  property,  whether now owned or  hereafter  acquired,
whether now  existing or  hereafter  arising,  and  wherever  located,  in which
Grantor  is  giving  to  Lender  a  security  interest  for the  payment  of the
Indebtedness  and performance of all other  obligations  under the Note and this
Agreement:

      All Inventory, Chattel Paper, Accounts, Equipment and General Intangibles

In addition, the word "Collateral" also includes all the following,  whether now
owned or hereafter  acquired,  whether now existing or  hereafter  arising,  and
wherever located:

      (A) All accessions,  attachments,  accessories,  tools,  parts,  supplies,
      replacements of and additions to any of the collateral  described  herein,
      whether added now or later.

      (B) All  products  and produce of any of the  property  described  in this
      Collateral section.

      (C)  All  accounts,  general  intangibles,   instruments,  rents,  monies,
      payments, and all other rights, arising out of a sale, lease,  consignment
      or other  disposition of any of the property  described in this Collateral
      section.

      (D)  All  proceeds   (including   insurance   proceeds)   from  the  sale,
      destruction,  loss, or other disposition of any of the property  described
      in this  Collateral  section,  and  sums due  from a third  party  who has
      damaged or destroyed the Collateral or from that party's insurer,  whether
      due to judgment, settlement or other process.

      (E) All records and data relating to any of the property described in this
      Collateral  section,  whether  in  the  form  of  a  writing,  photograph,
      microfilm, microfiche, or electronic media, together with all of Grantor's
      right,  title,  and interest in and to all computer  software  required to
      utilize,  create,  maintain,  and  process  any  such  records  or data on
      electronic media.

CROSS-COLLATERALIZATION.  In addition to the Note,  this  Agreement  secures all
obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or any one or more of them, as well as all claims by Lender  against  Grantor or
any one or more of them,  whether now  existing or  hereafter  arising,  whether
related or unrelated to the purpose of the Note, whether voluntary or otherwise,
whether due or not due, direct or indirect, determined or undetermined, absolute
or  contingent,  liquidated  or  unliquidated,  whether  Grantor  may be  liable
individually  or jointly with others,  whether  obligated as guarantor,  surety,
accommodation party or otherwise,  and whether recovery upon such amounts may be
or hereafter  may become barred by any statute of  limitations,  and whether the
obligation  to repay such  amounts  may be or  hereafter  may  become  otherwise
unenforceable. (Initial Here RM)

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff  in all  Grantor's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes  all accounts  Grantor  holds
jointly  with  someone  else and all  accounts  Grantor  may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor  authorizes  Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
Indebtedness  against any and all such  accounts,  and, at Lender's  option,  to
administratively  freeze all such  accounts to allow Lender to protect  Lender's
charge and setoff rights provided in this paragraph.

GRANTOR'S  REPRESENTATIONS  AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  With
respect to the Collateral, Grantor represents and promises to Lender that:

      Perfection of Security  Interest.  Grantor agrees to take whatever actions
      are requested by Lender to perfect and continue Lender's security interest
      in the Collateral.  Upon request of Lender, Grantor will deliver to Lender
      any and all of the documents  evidencing or  constituting  the Collateral,
      and Grantor will note Lender's interest upon any and all chattel paper and
      instruments if not delivered to Lender for possession by Lender. This is a
      continuing  Security Agreement and will continue in effect even though all
      or any part of the  Indebtedness  is paid in full and  even  though  for a
      period of time Grantor may not be indebted to Lender.

      Notices to  Lender.  Grantor  will  promptly  notify  Lender in writing at
      Lender's  address  shown  above (or such  other  addresses  as Lender  may
      designate  from time to time) prior to any (1) change in  Grantor's  name;
      (2)  change in  Grantor's  assumed  business  name(s);  (3)  change in the
      management  of the  Corporation  Grantor;  (4)  change  in the  authorized
      signer(s); (5) change in Grantor's principal office address; (6) change in
      Grantor's  state of  organization;  (7)  conversion of Grantor to a new or
      different  type of business  entity;  or (8) change in any other aspect of
      Grantor that  directly or  indirectly  relates to any  agreements  between
      Grantor and Lender.  No change in Grantor's name or state of  organization
      will take effect until after Lender has received notice.

      No  Violation.  The  execution  and  delivery of this  Agreement  will not
      violate any law or agreement  governing  Grantor or to which  Grantor is a
      party, and its certificate or articles of incorporation  and bylaws do not
      prohibit any term or condition of this Agreement.

      Enforceability  of Collateral.  To the extent the  Collateral  consists of
      accounts, chattel paper, or general intangibles, as defined by the Uniform
      Commercial  Code, the  Collateral is  enforceable  in accordance  with its
      terms,  is  genuine,  and  fully  complies  with all  applicable  laws and
      regulations  concerning  form,  content  and  manner  of  preparation  and
      execution,  and all persons  appearing to be  obligated on the  Collateral
      have  authority and capacity to contract and are in fact obligated as they
      appear to be on the Collateral. At the time any account becomes subject to
      a security  interest in favor of Lender,  the account  shall be a good and
      valid account representing an undisputed,  bona fide indebtedness incurred
      by  the  account  debtor,   for  merchandise   held  subject  to  delivery
      instructions or previously  shipped or delivered pursuant to a contract of
      sale,  or for  services  previously  performed  by Grantor with or for the
      account debtor. So long as this Agreement remains in effect, Grantor shall
      not, without Lender's prior written consent,  compromise,  settle, adjust,
      or extend payment under or with regard to any such  Accounts.  There shall
      be no setoffs  or  counterclaims  against  any of the  Collateral,  and no
      agreement shall have been made under which any deductions or discounts may
      be claimed  concerning the Collateral  except those disclosed to Lender in
      writing.

      Location of the  Collateral.  Except in the  ordinary  course of Grantor's
      business,  Grantor  agrees to keep the  Collateral  (or to the  extent the
      Collateral  consists of  intangible  property  such as accounts or general
      intangibles,  the records  concerning the Collateral) at Grantor's address
      shown above or at such other  locations as are acceptable to Lender.  Upon
      Lender's  request,  Grantor will deliver to Lender in form satisfactory to
      Lender a schedule of real properties and Collateral  locations relating to
      Grantor's operations,  including without limitation the following: (1) all
      real property Grantor owns or is purchasing; (2) all real property Grantor
      is renting or leasing;  (3) all storage  facilities  Grantor owns,  rents,
      leases,  or uses; and (4) all other  properties where Collateral is or may
      be located.

      Removal of the  Collateral.  Except in the  ordinary  course of  Grantor's
      business,  including the sales of inventory,  Grantor shall not remove the
      Collateral  from its existing  location  without  Lender's  prior  written
      consent. To the extent that the Collateral consists of vehicles,  or other
      titled  property,  Grantor shall not take or permit any action which would
      require application for certificates of title for the vehicles outside the
      Commonwealth of Kentucky,  without Lender's prior written consent. Grantor
      shall,  whenever  requested,  advise  Lender of the exact  location of the
      Collateral.

      Transactions  Involving Collateral.  Except for inventory sold or accounts
      collected in the ordinary  course of Grantor's  business,  or as otherwise
      provided for in this Agreement,  Grantor shall not sell, offer to sell, or
      otherwise  transfer or dispose of the Collateral.  While Grantor is not in
      default under this Agreement,  Grantor may sell inventory, but only in the
      ordinary  course of its business and only to buyers who qualify as a buyer
      in the  ordinary  course of  business.  A sale in the  ordinary  course of
      Grantor's  business  does not  include  a  transfer  in  partial  or total
      satisfaction  of a debt  or any  bulk  sale.  Grantor  shall  not  pledge,
      mortgage, encumber or otherwise permit the Collateral to be subject to any
      lien, security interest,  encumbrance,  or charge, other than the security
      interest provided for in this Agreement, without the prior written consent
      of Lender. This includes security interests even if junior in right to the
      security interests granted under this Agreement.  Unless waived by Lender,
      all proceeds from any disposition of the Collateral (for whatever  reason)
      shall be held in trust for  Lender  and shall not be  commingled  with any
      other funds;  provided  however,  this  requirement  shall not  constitute
      consent by Lender to any sale or other disposition.  Upon receipt, Grantor
      shall immediately deliver

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No: CL 100126035             (Continued)                             Page 2

================================================================================

      any such proceeds to Lender.

      Title.  Grantor  represents and warrants to Lender that Grantor holds good
      and marketable  title to the  Collateral,  free and clear of all liens and
      encumbrances except for the lien of this Agreement. No financing statement
      covering any of the  Collateral is on file in any public office other than
      those which reflect the security  interest created by this Agreement or to
      which Lender has  specifically  consented.  Grantor shall defend  Lender's
      rights in the  Collateral  against  the  claims  and  demands of all other
      persons.

      Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause
      others to keep and  maintain,  the  Collateral  in good order,  repair and
      condition  at all times while this  Agreement  remains in effect.  Grantor
      further  agrees to pay when due all claims  for work done on, or  services
      rendered or material  furnished in connection  with the Collateral so that
      no  lien or  encumbrance  may  ever  attach  to or be  filed  against  the
      Collateral.

      Inspection of Collateral.  Lender and Lender's designated  representatives
      and agents  shall have the right at all  reasonable  times to examine  and
      inspect the Collateral wherever located.

      Taxes,  Assessments  and  Liens.  Grantor  will pay  when  due all  taxes,
      assessments and liens upon the Collateral, its use or operation, upon this
      Agreement,  upon any promissory note or notes evidencing the Indebtedness,
      or upon any of the other Related Documents.  Grantor may withhold any such
      payment  or may elect to  contest  any lien if  Grantor  is in good  faith
      conducting an appropriate  proceeding to contest the obligation to pay and
      so long as  Lender's  interest in the  Collateral  is not  jeopardized  in
      Lender's sole opinion.  If the  Collateral is subjected to a lien which is
      not discharged within fifteen (15) days, Grantor shall deposit with Lender
      cash, a sufficient corporate surety bond or other security satisfactory to
      Lender in an amount adequate to provide for the discharge of the lien plus
      any  interest,  costs,  reasonable  attorneys'  fees or other charges that
      could accrue as a result of foreclosure or sale of the Collateral.  In any
      contest Grantor shall defend itself and Lender and shall satisfy any final
      adverse judgment before enforcement against the Collateral.  Grantor shall
      name Lender as an additional  obligee  under any surety bond  furnished in
      the contest  proceedings.  Grantor  further  agrees to furnish Lender with
      evidence that such taxes, assessments,  and governmental and other charges
      have been paid in full and in a timely  manner.  Grantor may  withhold any
      such  payment or may elect to contest any lien if Grantor is in good faith
      conducting an appropriate  proceeding to contest the obligation to pay and
      so long as Lender's interest in the Collateral is not jeopardized.

      Compliance with Governmental  Requirements.  Grantor shall comply promptly
      with all laws,  ordinances,  rules  and  regulations  of all  governmental
      authorities,  now or hereafter  in effect,  applicable  to the  ownership,
      production,  disposition, or use of the Collateral,  including all laws or
      regulations  relating  to the undue  erosion  of  highly-erodible  land or
      relating  to  the   conversion  of  wetlands  for  the  production  of  an
      agricultural  product or commodity.  Grantor may contest in good faith any
      such law,  ordinance  or  regulation  and withhold  compliance  during any
      proceeding, including appropriate appeals, so long as Lender's interest in
      the Collateral, in Lender's opinion, is not jeopardized.

      Hazardous Substances.  Grantor represents and warrants that the Collateral
      never has been, and never will be so long as this Agreement remains a lien
      on the Collateral,  used in violation of any Environmental Laws or for the
      generation,  manufacture,  storage,  transportation,  treatment, disposal,
      release  or   threatened   release  of  any   Hazardous   Substance.   The
      representations and warranties contained herein are based on Grantor's due
      diligence  in  investigating  the  Collateral  for  Hazardous  Substances.
      Grantor  hereby (1) releases and waives any future claims  against  Lender
      for  indemnity or  contribution  in the event Grantor  becomes  liable for
      cleanup or other costs  under any  Environmental  Laws,  and (2) agrees to
      indemnify, defend, and hold harmless Lender against any and all claims and
      losses  resulting from a breach of this provision of this Agreement.  This
      obligation  to  indemnify  and defend  shall  survive  the  payment of the
      Indebtedness and the satisfaction of this Agreement.

      Maintenance of Casualty Insurance.  Grantor shall procure and maintain all
      risks insurance,  including  without  limitation fire, theft and liability
      coverage  together  with such other  Insurance  as Lender may require with
      respect  to  the  Collateral,  in  form,  amounts,   coverages  and  basis
      reasonably  acceptable  to Lender  and  issued by a company  or  companies
      reasonably  acceptable to Lender.  Grantor,  upon request of Lender,  will
      deliver  to  Lender  from time to time the  policies  or  certificates  of
      insurance in form  satisfactory  to Lender,  including  stipulations  that
      coverages  will not be cancelled or  diminished  without at least ten (10)
      days' prior written  notice to Lender and not including any  disclaimer of
      the insurer's  liability for failure to give such a notice. Each insurance
      policy also shall include an endorsement  providing that coverage in favor
      of Lender will not be impaired in any way by any act,  omission or default
      of Grantor or any other person.  In connection with all policies  covering
      assets in which  Lender holds or is offered a security  interest,  Grantor
      will provide Lender with such loss payable or other endorsements as Lender
      may  require.  If  Grantor  at any time  fails to obtain or  maintain  any
      insurance as required under this  Agreement,  Lender may (but shall not be
      obligated to) obtain such insurance as Lender deems appropriate, including
      if Lender so chooses "single  interest  insurance,"  which will cover only
      Lender's interest in the Collateral.

      Application of Insurance Proceeds. Grantor shall promptly notify Lender of
      any loss or damage to the  Collateral of the  estimated  cost of repair or
      replacement  exceeds  $5,000.00,  whether or not such  casualty or loss is
      covered by insurance. Lender may make proof of loss if Grantor fails to do
      so within fifteen (15) days of the casualty. All proceeds of any insurance
      on the Collateral,  including accrued proceeds  thereon,  shall be held by
      Lender  as part  of the  Collateral.  If  Lender  consents  to  repair  or
      replacement  of the damaged or destroyed  Collateral,  Lender shall,  upon
      satisfactory  proof of  expenditure,  pay or  reimburse  Grantor  from the
      proceeds for the reasonable cost of repair or restoration.  If Lender does
      not  consent to repair or  replacement  of the  Collateral,  Lender  shall
      retain a sufficient amount of the proceeds to pay all of the Indebtedness,
      and shall pay the balance to  Grantor.  Any  proceeds  which have not been
      disbursed  within six (6) months after their receipt and which Grantor has
      not committed to the repair or restoration of the Collateral shall be used
      to prepay the Indebtedness.

      Insurance  Reserves.  Lender may require  Grantor to maintain  with Lender
      reserves  for  payment of  insurance  premiums,  which  reserves  shall be
      created by monthly  payments  from Grantor of a sum estimated by Lender to
      be  sufficient  to produce,  at least fifteen (15) days before the premium
      due date,  amounts at least equal to the insurance premiums to be paid. If
      fifteen  (15)  days  before   payment  is  due,  the  reserve   funds  are
      insufficient,  Grantor shall upon demand pay any deficiency to Lender. The
      reserve  funds  shall be held by  Lender as a  general  deposit  and shall
      constitute  a  non-interest-bearing  account  which  Lender may satisfy by
      payment of the insurance  premiums  required to be paid by Grantor as they
      become due.  Lender does not hold the reserve  funds in trust for Grantor,
      and  Lender is not the  agent of  Grantor  for  payment  of the  insurance
      premiums  required  to be  paid by  Grantor.  The  responsibility  for the
      payment of premiums shall remain Grantor's sole responsibility.

      Insurance  Reports.  Grantor,  upon  request of Lender,  shall  furnish to
      Lender  reports  on  each  existing  policy  of  insurance   showing  such
      information as Lender may reasonably request including the following:  (1)
      the name of the  Insurer;  (2) the risks  insured;  (3) the  amount of the
      policy; (4) the property insured;  (5) the then current value on the basis
      of which  insurance has been obtained and the manner of  determining  that
      value;  and (6) the expiration  date of the policy.  In addition,  Grantor
      shall upon request by Lender  (however not more often than  annually) have
      an independent appraiser satisfactory to Lender determine,  as applicable,
      the cash value or replacement cost of the Collateral.

      Financing  Statements.  Grantor  authorizes Lender to file a UCC financing
      statement, or alternatively,  a copy of this Agreement to perfect Lender's
      security interest.  At Lender's request,  Grantor  additionally  agrees to
      sign all other  documents  that are  necessary  to perfect,  protect,  and
      continue Lender's security interest in the Property.  Grantor will pay all
      filing fees, title transfer fees, and other fees and costs involved unless
      prohibited by law or unless Lender is required by law to pay such fees and
      costs.  Grantor irrevocably appoints Lender to execute documents necessary
      to  transfer  title if there is a default.  Lender may file a copy of this
      Agreement as a financing  statement.  If Grantor changes Grantor's name or
      address, or the name or address of any person granting a security interest
      under this Agreement  changes,  Grantor will promptly notify the Lender of
      such change.

GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until default and except
as  otherwise  provided  below  with  respect  to  accounts,  Grantor  may  have
possession  of the  tangible  personal  property and  beneficial  use of all the
Collateral  and may use it in any  lawful  manner  not  inconsistent  with  this
Agreement or the Related  Documents, provided that Grantor's right to possession
and  beneficial use shall not apply to any  Collateral  where  possession of the
Collateral by Lender is required by law to perfect Lender's security interest in
such Collateral.  Until otherwise notified by Lender, Grantor may collect any of
the Collateral  consisting of accounts.  At any time and even though no Event of
Default  exists,  Lender may  exercise its rights to collect the accounts and to
notify account  debtors to make payments  directly to Lender for  application to
the  Indebtedness.  If  Lender  at any time has  possession  of any  Collateral,
whether  before  or after an Event of  Default,  Lender  shall be deemed to have
exercised  reasonable care in the custody and  preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in Lender's sole discretion, shall deem appropriate under the circumstances, but
failure to honor any  request  by Grantor  shall not of itself be deemed to be a
failure to exercise  reasonable  care.  Lender shall not be required to take any
steps necessary to preserve any rights in the Collateral  against prior parties,
nor to protect,  preserve or maintain any security  interest given to secure the
Indebtedness.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the  Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Grantor's  failure to  discharge or pay when due any amounts
Grantor is  required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lender on Grantor's  behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging or paying all taxes,  liens,  security  interests,  encumbrances and
other  claims,  at any time  levied or placed on the  Collateral  and paying all
costs  for  insuring,  maintaining  and  preserving  the  Collateral.  All  such
expenditures  incurred  or paid by  Lender  for such  purposes  will  then  bear
interest at the rate  charged  under the Note from the date  incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the Indebtedness and, at Lender's option,  will (A) be payable on demand; (B)
be added to the balance of the Note and be apportioned among and be payable with
any  installment  payments  to  become  due  during  either  (1) the term of any
applicable  insurance  policy;  or (2) the remaining term of the Note; or (C) be
treated  as a  balloon  payment  which  will be due and  payable  at the  Note's
maturity.  The Agreement also will secure  payment of these amounts.  Such right
shall be in addition  to all other  rights and  remedies to which  Lender may be
entitled upon Default.


<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No: CL 100126035             (Continued)                             Page 3

================================================================================

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:

      Payment  Default.  Grantor  fails to make any  payment  when due under the
      Indebtedness.

      Other Defaults. Grantor fails to comply with or to perform any other term,
      obligation, covenant or condition contained in this Agreement or in any of
      the  Related  Documents  or  to  comply  with  or  to  perform  any  term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Grantor.

      Default In Favor of Third Parties.  Should Borrower or any Grantor default
      under any loan, extension of credit, security agreement, purchase or sales
      agreement,  or any  other  agreement,  in favor of any other  creditor  or
      person that may materially  affect any of Grantor's  property or Grantor's
      or any  Grantor's  ability  to repay the  Indebtedness  or  perform  their
      respective  obligations  under  this  Agreement  or  any  of  the  Related
      Documents.

      False  Statements.  Any  warranty,  representation  or  statement  made or
      furnished to Lender by Grantor or on Grantor's behalf under this Agreement
      or the Related  Documents is false or misleading in any material  respect,
      either now or at the time made or furnished or becomes false or misleading
      at any time thereafter.

      Defective  Collateralization.   This  Agreement  or  any  of  the  Related
      Documents ceases to be in full force and effect (including  failure of any
      collateral  document to create a valid and perfected  security interest or
      lien) at any time and for any reason.

      Insolvency.  The  dissolution or  termination of Grantor's  existence as a
      going business,  the insolvency of Grantor,  the appointment of a receiver
      for any part of  Grantor's  property,  any  assignment  for the benefit of
      creditors,  any  type of  creditor  workout,  or the  commencement  of any
      proceeding under any bankruptcy or insolvency laws by or against Grantor.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any  creditor of Grantor or by any
      governmental agency against any collateral securing the Indebtedness. This
      includes a garnishment  of any of Grantor's  accounts,  including  deposit
      accounts,  with Lender.  However, this Event of Default shall not apply if
      there  is  a  good  faith  dispute  by  Grantor  as  to  the  validity  or
      reasonableness  of the  claim  which  is the  basis  of  the  creditor  or
      forfeiture  proceeding  and if Grantor gives Lender  written notice of the
      creditor or  forfeiture  proceeding  and deposits  with Lender monies or a
      surety  bond for the  creditor  or  forfeiture  proceeding,  in an  amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      Events  Affecting  Guarantor.  Any of the  preceding  events  occurs  with
      respect to any guarantor,  endorser, surety, or accommodation party of any
      of the Indebtedness or guarantor, endorser, surety, or accommodation party
      dies or becomes  incompetent  or revokes or disputes  the  validity of, or
      liability under, any Guaranty of the Indebtedness.

      Adverse Change.  A material  adverse change occurs in Grantor's  financial
      condition,  or Lender  believes the prospect of payment or  performance of
      the Indebtedness is impaired.

      Insecurity. Lender in good faith believes itself insecure.

      Cure  Provisions.  If any  default,  other  than a default  in  payment is
      curable and if Grantor has not been given a notice of a breach of the same
      provision of this Agreement  within the preceding  twelve (12) months,  it
      may be cured if  Grantor,  after  receiving  written  notice  from  Lender
      demanding cure of such default:  (1) cures the default within fifteen (15)
      days; or (2) if the cure requires more than fifteen (15) days, immediately
      initiates  steps which  Lender  deems in Lender's  sole  discretion  to be
      sufficient to cure the default and thereafter  continues and completes all
      reasonable and necessary steps sufficient to produce compliance as soon as
      reasonably practical.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the  Kentucky  Uniform  Commercial  Code.  In  addition  and without
limitation,  Lender may  exercise  any one or more of the  following  rights and
remedies:

      Accelerate  Indebtedness.  Lender may  declare  the  entire  Indebtedness,
      including any  prepayment  penalty which Grantor would be required to pay,
      immediately due and payable, without notice of any kind to Grantor.

      Assemble  Collateral.  Lender may require Grantor to deliver to Lender all
      or any portion of the Collateral and any and all certificates of title and
      other documents relating to the Collateral.  Lender may require Grantor to
      assemble the  Collateral  and make it available to Lender at a place to be
      designated by Lender.  Lender also shall have full power to enter upon the
      property of Grantor to take  possession of and remove the  Collateral.  If
      the  Collateral  contains other goods not covered by this Agreement at the
      time of  repossession,  Grantor  agrees  Lender may take such other goods,
      provided  that Lender makes  reasonable  efforts to return them to Grantor
      after repossession.

      Sell the  Collateral.  Lender  shall  have  full  power  to  sell,  lease,
      transfer,  or otherwise  deal with the  Collateral or proceeds  thereof in
      Lender's own name or that of Grantor.  Lender may sell the  Collateral  at
      public auction or private sale. Unless the Collateral threatens to decline
      speedily in value or is of a type customarily sold on a recognized market,
      Lender will give Grantor, and other persons as required by law, reasonable
      notice of the time and place of any public  sale,  or the time after which
      any private sale or any other disposition of the Collateral is to be made.
      However,  no notice need be  provided  to any person  who,  after Event of
      Default occurs,  enters into and  authenticates an agreement  waiving that
      person's right to  notification  of sale. The  requirements  of reasonable
      notice  shall be met if such notice is given at least ten (10) days before
      the  time  of the  sale  or  disposition.  All  expenses  relating  to the
      disposition of the Collateral,  including without  limitation the expenses
      of  retaking,  holding,  insuring,  preparing  for  sale and  selling  the
      Collateral,  shall  become  a part  of the  Indebtedness  secured  by this
      Agreement  and shall be payable on demand,  with interest at the Note rate
      from date of expenditure until repaid.

      Appoint Receiver. Lender shall have the right to have a receiver appointed
      to take possession of all or any part of the Collateral, with the power to
      protect and preserve the Collateral,  to operate the Collateral  preceding
      foreclosure  or sale,  and to collect  the Rents from the  Collateral  and
      apply the proceeds,  over and above the cost of the receivership,  against
      the Indebtedness. The receiver may serve without bond if permitted by law.
      Lender's right to the appointment of a receiver shall exist whether or not
      the  apparent  value  of the  Collateral  exceeds  the  Indebtedness  by a
      substantial  amount.  Employment  by Lender shall not  disqualify a person
      from serving as a receiver.

      Collect  Revenues,  Apply  Accounts.  Lender,  either  itself or through a
      receiver,  may collect the payments,  rents, income, and revenues from the
      Collateral.  Lender may at any time in Lender's  discretion  transfer  any
      Collateral into Lender's own name or that of Lender's  nominee and receive
      the payments,  rents,  income, and revenues therefrom and hold the same as
      security for the  Indebtedness or apply it to payment of the  Indebtedness
      in such  order of  preference  as Lender  may  determine.  Insofar  as the
      Collateral consists of accounts, general intangibles,  insurance policies,
      instruments,  chattel paper, choses in action, or similar property, Lender
      may demand,  collect,  receipt for, settle,  compromise,  adjust, sue for,
      foreclose,  or realize on the Collateral as Lender may determine,  whether
      or not Indebtedness or Collateral is then due. For these purposes,  Lender
      may, on behalf of and in the name of Grantor, receive, open and dispose of
      mail  addressed to Grantor;  change any address to which mail and payments
      are to be sent; and endorse notes, checks, drafts, money orders, documents
      of title,  instruments  and items  pertaining  to  payment,  shipment,  or
      storage of any  Collateral.  To facilitate  collection,  Lender may notify
      account  debtors and obligors on any Collateral to make payments  directly
      to Lender.

      Obtain Deficiency. If Lender chooses to sell any or all of the Collateral,
      Lender may obtain a judgment against Grantor for any deficiency  remaining
      on the  Indebtedness  due  to  Lender  after  application  of all  amounts
      received  from the  exercise  of the rights  provided  in this  Agreement.
      Grantor shall be liable for a deficiency even if the transaction described
      in this subsection is a sale of accounts or chattel paper.

      Other Rights and  Remedies.  Lender shall have all the rights and remedies
      of a secured creditor under the provisions of the Uniform Commercial Code,
      as may be amended from time to time.  In  addition,  Lender shall have and
      may exercise any or all other rights and remedies it may have available at
      law, in equity, or otherwise.

      Election of Remedies.  Except as may be prohibited by applicable  law, all
      of Lender's rights and remedies,  whether evidenced by this Agreement, the
      Related Documents, or by any other writing, shall be cumulative and may be
      exercised  singularly  or  concurrently.  Election by Lender to pursue any
      remedy shall not exclude  pursuit of any other remedy,  and an election to
      make  expenditures  or to take action to perform an  obligation of Grantor
      under this Agreement, after Grantor's failure to perform, shall not affect
      Lender's right to declare a default and exercise its remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

      Amendments.   This  Agreement,   together  with  any  Related   Documents,
      constitutes  the entire  understanding  and agreement of the parties as to
      the matters set forth in this Agreement.  No alteration of or amendment to
      this  Agreement  shall be effective  unless given in writing and signed by
      the party or parties  sought to be charged or bound by the  alteration  or
      amendment.

      Attorneys'  Fees;  Expenses.  Grantor  agrees  to pay upon  demand  all of
      Lender's costs and expenses, including Lender's reasonable attorneys' fees
      and Lender's legal  expenses,  incurred in connection with the enforcement
      of this  Agreement.  Lender may hire or pay someone  else to help  enforce
      this  Agreement,  and  Grantor  shall pay the costs and  expenses  of such
      enforcement.  Costs and expenses  include Lender's  reasonable  attorneys'
      fees and  legal  expenses  whether  or not there is a  lawsuit,  including
      reasonable  attorneys' fees and legal expenses for bankruptcy  proceedings
      (including  efforts to modify or vacate any automatic stay or injunction),
      appeals, and any anticipated  post-judgment  collection services.  Grantor
      also shall pay all court costs and such additional fees as may be directed
      by the court.

      Caption  Headings.  Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No: CL 100126035             (Continued)                             Page 4

================================================================================

      Governing  Law. This  Agreement will be governed by federal law applicable
      to Lender and, to the extent not preempted by federal law, the laws of the
      Commonwealth   of  Kentucky   without  regard  to  its  conflicts  of  law
      provisions. This Agreement has been accepted by Lender in the Commonwealth
      of Kentucky.

      Choice of Venue.  If there is a  lawsuit,  Grantor  agrees  upon  Lender's
      request  to  submit to the  jurisdiction  of the  courts of BOONE  County,
      Commonwealth of Kentucky.

      No Waiver by Lender.  Lender shall not be deemed to have waived any rights
      under this Agreement  unless such waiver is given in writing and signed by
      Lender. No delay or omission on the part of Lender in exercising any right
      shall  operate as a waiver of such right or any other  right.  A waiver by
      Lender of a provision of this Agreement  shall not prejudice or constitute
      a waiver of Lender's right otherwise to demand strict compliance with that
      provision  or any other  provision of this  Agreement.  No prior waiver by
      Lender,  nor any  course of dealing  between  Lender  and  Grantor,  shall
      constitute  a waiver  of any of  Lender's  rights  or of any of  Grantor's
      obligations as to any future transactions.  Whenever the consent of Lender
      is required under this  Agreement,  the granting of such consent by Lender
      in any instance  shall not  constitute  continuing  consent to  subsequent
      instances where such consent is required and in all cases such consent may
      be granted or withheld in the sole discretion of Lender.

      Notices.  Any notice  required to be given under this  Agreement  shall be
      given in writing,  and shall be effective  when actually  delivered,  when
      actually  received by telefacsimile  (unless  otherwise  required by law),
      when  deposited with a nationally  recognized  overnight  courier,  or, if
      mailed,  when  deposited  in the  United  States  mail,  as  first  class,
      certified or registered  mail postage  prepaid,  directed to the addresses
      shown  near the  beginning  of this  Agreement.  Any party may  change its
      address for notices under this  Agreement by giving formal  written notice
      to the other  parties,  specifying  that the  purpose  of the notice is to
      change the party's address.  For notice  purposes,  Grantor agrees to keep
      Lender  informed  at  all  times  of  Grantor's  current  address.  Unless
      otherwise  provided or required by law, if there is more than one Grantor,
      any notice  given by Lender to any Grantor is deemed to be notice given to
      all Grantors.

      Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable
      attorney-in-fact  for the purpose of executing any documents  necessary to
      perfect,  amend,  or to continue  the  security  interest  granted in this
      Agreement or to demand  termination  of filings of other secured  parties.
      Lender may at any time, and without  further  authorization  from Grantor,
      file a  carbon,  photographic  or  other  reproduction  of  any  financing
      statement or of this Agreement for use as a financing  statement.  Grantor
      will  reimburse  Lender  for  all  expenses  for  the  perfection  and the
      continuation  of the  perfection  of  Lender's  security  interest  in the
      Collateral.

      Severability.  If a court of competent jurisdiction finds any provision of
      this  Agreement  to be  illegal,  invalid,  or  unenforceable  as  to  any
      circumstance, that finding shall not make the offending provision illegal,
      invalid, or unenforceable as to any other circumstance.  If feasible,  the
      offending provision shall be considered modified so that it becomes legal,
      valid and enforceable.  If the offending  provision cannot be so modified,
      it shall be  considered  deleted  from this  Agreement.  Unless  otherwise
      required by law, the illegality,  invalidity,  or  unenforceability of any
      provision of this  Agreement  shall not affect the  legality,  validity or
      enforceability of any other provision of this Agreement.

      Successors  and  Assigns.  Subject  to  any  limitations  stated  in  this
      Agreement  on transfer of  Grantor's  interest,  this  Agreement  shall be
      binding upon and inure to the benefit of the parties, their successors and
      assigns.  If ownership of the Collateral  becomes vested in a person other
      than Grantor,  Lender,  without notice to Grantor, may deal with Grantor's
      successors with reference to this Agreement and the Indebtedness by way of
      forbearance or extension without releasing Grantor from the obligations of
      this Agreement or liability under the Indebtedness.

      Survival  of   Representations   and  Warranties.   All   representations,
      warranties, and agreements made by Grantor In this Agreement shall survive
      the  execution  and delivery of this  Agreement,  shall be  continuing  in
      nature,  and shall  remain in full  force and  effect  until  such time as
      Grantor's Indebtedness shall be paid in full.

      Time is of the Essence.  Time is of the essence in the performance of this
      Agreement.

      Waive Jury.  All parties to this  Agreement  hereby waive the right to any
      jury trial in any action, proceeding, or counterclaim brought by any party
      against any other party. (Initial Here RM)

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

      Agreement.  The word "Agreement" means this Commercial Security Agreement,
      as this Commercial Security Agreement may be amended or modified from time
      to time,  together  with  all  exhibits  and  schedules  attached  to this
      Commercial Security Agreement from time to time.

      Borrower.  The word "Borrower"  means BEACON  ENTERPRISE  SOLUTIONS GROUP,
      INC. and includes all  co-signers  and co-makers  signing the Note and all
      their successors and assigns.

      Collateral.  The word "Collateral" means all of Grantor's right, title and
      interest  in and to all the  Collateral  as  described  in the  Collateral
      Description section of this Agreement.

      Default.  The word "Default" means the Default set forth in this Agreement
      in the section titled "Default".

      Environmental Laws. The words "Environmental Laws" mean any and all state,
      federal and local  statutes,  regulations  and ordinances  relating to the
      protection  of  human  health  or  the  environment,   including   without
      limitation the Comprehensive  Environmental  Response,  Compensation,  and
      Liability  Act of 1980,  as  amended,  42  U.S.C.  Section  9601,  et seq.
      ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
      L. No. 99-499 ("SARA"),  the Hazardous  Materials  Transportation  Act, 49
      U.S.C. Section 1801, et seq., the Resource  Conservation and Recovery Act,
      42 U.S.C.  Section  6901, et seq.,  or other  applicable  state or federal
      laws, rules, or regulations adopted pursuant thereto.

      Event of Default.  The words "Event of Default"  mean any of the events of
      default  set  forth  in this  Agreement  in the  default  section  of this
      Agreement.

      Grantor. The word "Grantor" means BEACON ENTERPRISE SOLUTIONS GROUP, INC.

      Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser,
      surety, or accommodation  party to Lender,  including without limitation a
      guaranty of all or part of the Note.

      Hazardous  Substances.  The words  "Hazardous  Substances"  mean materials
      that,  because of their quantity,  concentration or physical,  chemical or
      infectious  characteristics,  may  cause or pose a  present  or  potential
      hazard to human health or the environment when improperly  used,  treated,
      stored,  disposed of,  generated,  manufactured,  transported or otherwise
      handled. The words "Hazardous  Substances" are used in their very broadest
      sense  and  include  without  limitation  any and all  hazardous  or toxic
      substances,  materials  or  waste  as  defined  by  or  listed  under  the
      Environmental Laws. The term "Hazardous Substances" also includes, without
      limitation,  petroleum and petroleum  by-products or any fraction  thereof
      and asbestos.

      Indebtedness.  The word "Indebtedness" means the Indebtedness evidenced by
      the Note or  Related  Documents,  including  all  principal  and  interest
      together  with all other  indebtedness  and costs and  expenses  for which
      Grantor is  responsible  under this  Agreement or under any of the Related
      Documents.  Specifically,  without limitation,  Indebtedness  includes all
      amounts  that may be  indirectly  secured  by the  Cross-Collateralization
      provision of this Agreement.

      Lender.  The word "Lender"  means INTEGRA BANK NATIONAL  ASSOCIATION,  its
      successors and assigns.

      Note.  The word  "Note"  means  the Note  executed  by  BEACON  ENTERPRISE
      SOLUTIONS GROUP,  INC. in the principal amount of $600,000.00  dated March
      12, 2008, together with all renewals of, extensions of,  modifications of,
      refinancings  of,  consolidations  of, and  substitutions  for the note or
      credit agreement.

      Property.  The word  "Property"  means all of Grantor's  right,  title and
      interest  in and to all  the  Property  as  described  in the  "Collateral
      Description" section of this Agreement.

      Related  Documents.  The words  "Related  Documents"  mean all  promissory
      notes,  credit  agreements,  loan  agreements,  environmental  agreements,
      guaranties,  security  agreements,  mortgages,  deeds of  trust,  security
      deeds,  collateral  mortgages,  and all other instruments,  agreements and
      documents,  whether now or hereafter existing, executed in connection with
      the Indebtedness.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS  COMMERCIAL  SECURITY
AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 12, 2008.

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No: CL 100126035             (Continued)                             Page 5

================================================================================

GRANTOR:

BEACON ENTERPRISE SOLUTIONS GROUP, INC.

BY: /s/ Robert Mohr
    -------------------------------------
    ROBERT MOHR, CAO of BEACON ENTERPRISE
    SOLUTIONS GROUP, INC.

================================================================================

<PAGE>

                CORPORATE RESOLUTION TO BORROW/GRANT COLLATERAL

<TABLE>
<CAPTION>
<S>            <C>          <C>         <C>           <C>         <C>      <C>       <C>
----------------------------------------------------------------------------------------------
  Principal     Loan Date    Maturity     Loan No.    Call/Coll   Account  Officer   Initials
----------------------------------------------------------------------------------------------
 $600,000.00   03-12-2008   03-12-2013  CL 100126035     410                 MS1
----------------------------------------------------------------------------------------------
         References in the boxes above are for Lender's use only and do not limit the
                applicability of this document to any particular loan or item.
       Any item above containing "***" has been omitted due to text length limitations
----------------------------------------------------------------------------------------------

Borrower: BEACON ENTERPRISE SOLUTIONS GROUP, INC.    Lender: INTEGRA BANK NATIONAL ASSOCIATION
          124 NORTH FIRST STREET                             127-SE IN/NORTH KY COMMERCIAL
          LOUISVILLE, KY 40202                               7155 HOUSTON RD
                                                             FLORENCE, KY 41042

==============================================================================================
</TABLE>

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
BEACON ENTERPRISE  SOLUTIONS GROUP, INC.  ("Corporation").  The Corporation is a
corporation  for profit  which is, and at all times  shall be,  duly  organized,
validly  existing,  and in good standing  under and by virtue of the laws of the
Corporation's  state of  incorporation.  The  Corporation is duly  authorized to
transact  business  in all  other  states  in  which  the  Corporation  is doing
business,  having  obtained all  necessary  filings,  governmental  licenses and
approvals  for  each  state  in  which  the   Corporation  is  doing   business.
Specifically, the Corporation is, and at all times shall be, duly qualified as a
foreign  corporation in all states in which the failure to so qualify would have
a  material  adverse  effect  on  its  business  or  financial  condition.   The
Corporation  has the full  power  and  authority  to own its  properties  and to
transact the business in which it is presently engaged or presently  proposes to
engage.  The  Corporation  maintains  an  office  at  124  NORTH  FIRST  STREET,
LOUISVILLE,  KY 40202.  Unless  the  Corporation  has  designated  otherwise  in
writing,  the principal office is the office at which the Corporation  keeps its
books and records. The Corporation will notify Lender prior to any change in the
location  of the  Corporation's  state  of  organization  or any  change  in the
Corporation's  name. The Corporation  shall do all things  necessary to preserve
and to keep in full force and effect its existence,  rights and privileges,  and
shall  comply with all  regulations,  rules,  ordinances,  statutes,  orders and
decrees of any governmental or quasi-governmental  authority or court applicable
to the Corporation and the Corporation's business activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation  is a close  corporation  having  no  Board of  Directors  then at a
meeting of the Corporation's  shareholders,  duly called and held on 3/12/08, at
which a quorum was  present and voting,  or by other duly  authorized  action in
lieu of a meeting, the resolutions set forth in this Resolution were adopted.

OFFICER. The following named person is an officer of BEACON ENTERPRISE SOLUTIONS
GROUP, INC.:

      NAMES          TITLES          AUTHORIZED          ACTUAL SIGNATURES
      -----          ------          ----------          -----------------
      ROBERT MOHR     CAO                 Y            X  /s/ Robert Mohr
                                                         -----------------

ACTIONS  AUTHORIZED.  The  authorized  person  listed  above may enter  into any
agreements  of any  nature  with  Lender,  and  those  agreements  will bind the
Corporation.  Specifically,  but without  limitation,  the authorized  person is
authorized, empowered, and directed to do the following for and on behalf of the
Corporation:

      Borrow Money.  To borrow,  as a cosigner or  otherwise,  from time to time
      from Lender,  on such terms as may be agreed upon between the  Corporation
      and Lender,  such sum or sums of money as in his or her judgment should be
      borrowed, without limitation.

      Execute  Notes.  To execute and deliver to Lender the  promissory  note or
      notes, or other evidence of the Corporation's  credit  accommodations,  on
      Lender's  forms,  at such  rates of  interest  and on such terms as may be
      agreed  upon,  evidencing  the  sums of money  so  borrowed  or any of the
      Corporation's  indebtedness to Lender,  and also to execute and deliver to
      Lender  one or more  renewals,  extensions,  modifications,  refinancings,
      consolidations, or substitutions for one or more of the notes, any portion
      of the notes, or any other evidence of credit accommodations.

      Grant Security. To mortgage, pledge, transfer,  endorse,  hypothecate,  or
      otherwise  encumber  and deliver to Lender any  property  now or hereafter
      belonging to the  Corporation or in which the Corporation now or hereafter
      may  have  an  interest,   including   without   limitation   all  of  the
      Corporation's real property and all of the Corporation's personal property
      (tangible  or  intangible),  as  security  for the payment of any loans or
      credit  accommodations  so  obtained,  any  promissory  notes so  executed
      (including any amendments to or modifications, renewals, and extensions of
      such  promissory  notes),  or any  other or  further  indebtedness  of the
      Corporation  to  Lender  at  any  time  owing,  however  the  same  may be
      evidenced. Such property may be mortgaged, pledged, transferred, endorsed,
      hypothecated  or  encumbered  at the time such loans are  obtained or such
      indebtedness is incurred, or at any other time or times, and may be either
      in addition to or in lieu of any property theretofore mortgaged,  pledged,
      transferred, endorsed, hypothecated or encumbered.

      Execute Security Documents.  To execute and deliver to Lender the forms of
      mortgage, deed of trust, pledge agreement,  hypothecation  agreement,  and
      other  security  agreements  and  financing  statements  which  Lender may
      require  and which  shall  evidence  the terms  and  conditions  under and
      pursuant to which such liens and encumbrances,  or any of them, are given;
      and also to execute and deliver to Lender any other  written  instruments,
      any chattel paper, or any other collateral,  of any kind or nature,  which
      Lender may deem  necessary or proper in  connection  with or pertaining to
      the giving of the liens and encumbrances.

      Negotiate  Items. To draw,  endorse,  and discount with Lender all drafts,
      trade  acceptances,  promissory  notes, or other evidences of indebtedness
      payable to or belonging to the Corporation or in which the Corporation may
      have an interest, and either to receive cash for the same or to cause such
      proceeds to be credited to the  Corporation's  account with Lender,  or to
      cause such other  disposition of the proceeds  derived  therefrom as he or
      she may deem advisable.

      Further Acts. In the case of lines of credit,  to designate  additional or
      alternate  individuals as being  authorized to request advances under such
      lines, and in all cases, to do and perform such other acts and things,  to
      pay any and all fees and costs,  and to  execute  and  deliver  such other
      documents  and  agreements,  including  agreements  waiving the right to a
      trial by jury, as the officer may in his or her discretion deem reasonably
      necessary or proper in order to carry into effect the  provisions  of this
      Resolution.

ASSUMED  BUSINESS NAMES.  The Corporation has filed or recorded all documents or
filings  required  by law  relating to all  assumed  business  names used by the
Corporation.  Excluding the name of the Corporation, the following is a complete
list of all assumed  business names under which the  Corporation  does business:
None.

NOTICES TO LENDER.  The  Corporation  will promptly  notify Lender in writing at
Lender's  address  shown above (or such other  addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's  assumed business name(s);  (C) change in the management of
the  Corporation;  (D)  change in the  authorized  signer(s);  (E) change in the
Corporation's principal office address; (F) change in the Corporation's state of
organization;  (G)  conversion of the  Corporation to a new or different type of
business  entity;  or (H)  change in any other  aspect of the  Corporation  that
directly or indirectly  relates to any agreements  between the  Corporation  and
Lender. No change in the  Corporation's  name or state of organization will take
effect until after Lender has received notice.

I FURTHER CERTIFY. the copy of Articles & By-Laws provided by Borrower to Lender
are  correct  and  complete  as of the date of this  certificate.

CERTIFICATION  CONCERNING  OFFICERS AND RESOLUTIONS.  The officer named above is
duly elected,  appointed, or employed by or for the Corporation, as the case may
be, and occupies the position  set  opposite his or her  respective  name.  This
Resolution  now  stands of record  on the books of the  Corporation,  is in full
force and effect, and has not been modified or revoked in any manner whatsoever.

NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is affixed to this Resolution.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed  prior to the  passage  of this  Resolution  are hereby  ratified  and
approved.  This Resolution  shall be continuing,  shall remain in full force and
effect and Lender may rely on it until written  notice of its  revocation  shall
have been  delivered to and received by Lender at Lender's  address  shown above
(or such addresses as Lender may designate  from time to time).  Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.

IN TESTIMONY  WHEREOF, I have hereunto set my hand and attest that the signature
set opposite the name listed above is his or her genuine signature.

I have read all the  provisions  of this  Resolution,  and I  personally  and on
behalf of the Corporation certify that all statements and  representations  made
in this Resolution are true and correct.  This Corporate  Resolution to Borrow /
Grant Collateral is dated March 12, 2008.

<PAGE>

               CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
Loan No: CL 100126035            (Continued)                              Page 2

================================================================================

                                         CERTIFIED TO AND ATTESTED BY:

                                         X /s/ Robert Mohr
                                           -------------------------------------
                                           ROBERT MOHR, CAO of BEACON ENTERPRISE
                                           SOLUTIONS GROUP, INC.

NOTE:  If the officer  signing this  Resolution  is  designated by the foregoing
document as one of the officers  authorized to act on the Corporation's  behalf,
it is advisable to have this  Resolution  signed by at least one  non-authorized
officer of the Corporation.

================================================================================

<PAGE>
                         AGREEMENT TO PROVIDE INSURANCE

<TABLE>
<CAPTION>
<S>            <C>          <C>         <C>           <C>         <C>      <C>       <C>
----------------------------------------------------------------------------------------------
  Principal     Loan Date    Maturity     Loan No.    Call/Coll   Account  Officer   Initials
----------------------------------------------------------------------------------------------
 $600,000.00   03-12-2008   03-05-2013  CL 100126035     410                 MS1
----------------------------------------------------------------------------------------------
         References in the boxes above are for Lender's use only and do not limit the
                applicability of this document to any particular loan or item.
       Any item above containing "***" has been omitted due to text length limitations
----------------------------------------------------------------------------------------------

Borrower: BEACON ENTERPRISE SOLUTIONS GROUP, INC.    Lender: INTEGRA BANK NATIONAL ASSOCIATION
          124 NORTH FIRST STREET                             127-SE IN/NORTH KY COMMERCIAL
          LOUISVILLE, KY 40202                               7155 HOUSTON RD
                                                             FLORENCE, KY 41042

==============================================================================================
</TABLE>

INSURANCE  REQUIREMENTS.   Grantor,  BEACON  ENTERPRISE  SOLUTIONS  GROUP,  INC.
("Grantor"),  understands that insurance coverage is required in connection with
the extending of a loan or the providing of other  financial  accommodations  to
Grantor by Lender.  These  requirements are set forth in the security  documents
for the loan. The following minimum insurance  coverages must be provided on the
following described collateral (the "Collateral"):

      Collateral: All Inventory and Equipment.

                  Type: Ail risks, Including fire, theft and liability.

                  Amount:  Please  return proof of  insurance  with Integra Bank
                  listed as  Lender's  Loss Payee to Loan  Servicing,  21 SE 3rd
                  St., Zip Code #70591, Evansville, IN 47705.

                  Basis: Replacement value.

                  Endorsements: Lender loss payable clause with stipulation that
                  coverage will not be cancelled or diminished without a minimum
                  of 10 days prior written notice to Lender.

                  Comments:  Please return proof of insurance  with Integra Bank
                  listed as  Lender's  Loss Payee to Loan  Servicing,  21 SE 3rd
                  St., Zip Code #70591, Evansville, IN 47705.

                  Latest Delivery Date: By the loan closing date.

INSURANCE  COMPANY.  Grantor may obtain  insurance  from any  insurance  company
Grantor may choose that is reasonably acceptable to Lender.  Grantor understands
that credit may not be denied solely because insurance was not purchased through
Lender.

INSURANCE  MAILING  ADDRESS.  All  documents  and other  materials  relating  to
insurance for this loan should be mailed, delivered or directed to the following
address:

      INTEGRA BANK N.A.
      Records Management -70591 Fax: (812) 461-5728
      P O BOX 868
      EVANSVILLE, IN 47705

FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest
delivery date stated above,  proof of the required  insurance as provided above,
with an effective date of March 12, 2008, or earlier.  Grantor  acknowledges and
agrees  that if Grantor  fails to provide  any  required  insurance  or fails to
continue  such  insurance  in force,  Lender may do so at  Grantor's  expense as
provided in the applicable security document. The cost of any such insurance, at
the option of Lender,  shall be added to the  indebtedness  as  provided  in the
security  document.  GRANTOR  ACKNOWLEDGES  THAT IF LENDER SO PURCHASES ANY SUCH
INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE
TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE
OF THE DEBT,  EXCLUDING ANY UNEARNED  FINANCE  CHARGES,  OR (2) THE VALUE OF THE
COLLATERAL;  HOWEVER,  GRANTOR'S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN
ADDITION,  THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE
INDEMNIFICATION   AND  MAY  NOT  MEET   THE   REQUIREMENTS   OF  ANY   FINANCIAL
RESPONSIBILITY LAWS.

AUTHORIZATION.  For purposes of insurance  coverage on the  Collateral,  Grantor
authorizes  Lender to provide to any person  (including  any insurance  agent or
company)  all  information  Lender  deems  appropriate,  whether  regarding  the
Collateral,  the  loan or  other  financial  accommodations,  or  both.  GRANTOR
ACKNOWLEDGES  HAVING  READ  ALL THE  PROVISIONS  OF THIS  AGREEMENT  TO  PROVIDE
INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 12, 2008.

GRANTOR:

BEACON ENTERPRISE SOLUTIONS GROUP, INC.

BY: /s/ Robert Mohr
    -------------------------------------
    ROBERT MOHR, CAO of BEACON ENTERPRISE
    SOLUTIONS GROUP, INC.

<PAGE>

                         AGREEMENT TO PROVIDE INSURANCE
Loan No: CL 100126035             (Continued)                             Page 2

================================================================================

--------------------------------------------------------------------------------
                              FOR LENDER USE ONLY
                             INSURANCE VERIFICATION

DATE: ______________________                           PHONE (502) 585-3600

AGENT'S NAME: __________________________

AGENCY: ROBERT H CLARKSON AGENCY, LLC

ADDRESS: P.O. BOX 70129, LOUISVILLE, KY 40270

INSURANCE COMPANY: ______________________________

POLICY NUMBER: 2099481503

EFFECTIVE DATES: _______________________________________________________________

________________________________________________________________________________

COMMENTS: ______________________________________________________________________

________________________________________________________________________________

--------------------------------------------------------------------------------

================================================================================

<PAGE>

                        NOTICE OF INSURANCE REQUIREMENTS

<TABLE>
<CAPTION>
<S>            <C>          <C>         <C>           <C>         <C>      <C>       <C>
----------------------------------------------------------------------------------------------
  Principal     Loan Date    Maturity     Loan No.    Call/Coll   Account  Officer   Initials
----------------------------------------------------------------------------------------------
               03-12-2008               CL 100126035     410                 MS1
----------------------------------------------------------------------------------------------
         References in the boxes above are for Lender's use only and do not limit the
                applicability of this document to any particular loan or item.
       Any item above containing "***" has been omitted due to text length limitations
----------------------------------------------------------------------------------------------

Borrower: BEACON ENTERPRISE SOLUTIONS GROUP, INC.    Lender: INTEGRA BANK NATIONAL ASSOCIATION
          124 NORTH FIRST STREET                             127-SE IN/NORTH KY COMMERCIAL
          LOUISVILLE, KY 40202                               7155 HOUSTON RD
                                                             FLORENCE, KY 41042

==============================================================================================
</TABLE>

TO:   ROBERT N CLARKSON AGENCY, LLC                         DATE: March 12, 2008
      ATTN: Insurance Agent
      P.O. BOX 70129
      LOUISVILLE, KY 40270

RE:   Policy Number(s): 2099481503
      Insurance Companies/Company:

Dear Insurance Agent:

Grantor, BEACON ENTERPRISE SOLUTIONS GROUP, INC. ("Grantor") is obtaining a loan
from INTEGRA BANK  NATIONAL  ASSOCIATION.  Please send  appropriate  evidence of
insurance to INTEGRA BANK  NATIONAL  ASSOCIATION,  together  with the  requested
endorsements, on the following property, which Grantor is giving as security for
the loan.

      Collateral: All Inventory and Equipment.

                  Type: All risks, including fire, theft and liability.

                  Amount:  Please  return proof of  Insurance  with Integra Bank
                  listed as  Lender's  Loss Payee to Loan  Servicing,  21 SE 3rd
                  St., Zip Code #70591, Evansville, IN 47705.

                  Basis: Replacement value.

                  Endorsements: Lender loss payable clause with stipulation that
                  coverage will not be cancelled or diminished without a minimum
                  of 10 days prior written notice to Lender.

                  Comments:  Please return proof of Insurance  with Integra Bank
                  listed as  Lender's  Loss Payee to Loan  Servicing,  21 SE 3rd
                  St., Zip Code #70591, Evansville, IN 47705.

                  Latest Delivery Date: By the loan closing date.

ADDITIONAL INSURANCE INFORMATION

Agents Phone Number:

Agent's Fax Number:

Amount of Insurance Coverage:

GRANTOR:

BEACON ENTERPRISE SOLUTIONS GROUP, INC.

BY: /s/ Robert Mohr
    -------------------------------------
    ROBERT MOHR, CAO of BEACON ENTERPRISE
    SOLUTIONS GROUP, INC.

      RETURN TO:

            ---------------------------------------------
            INTEGRA BANK N.A.
            Records Management -70591 Fax: (812) 461-5728
            P 0 BOX 868
            EVANSVILLE, IN 47705
            ---------------------------------------------

<PAGE>

                     ENDORSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<CAPTION>
<S>            <C>          <C>         <C>           <C>         <C>      <C>       <C>
----------------------------------------------------------------------------------------------
  Principal     Loan Date    Maturity     Loan No.    Call/Coll   Account  Officer   Initials
----------------------------------------------------------------------------------------------
 $600,000.00   03-12-2008   03-12-2013  CL 100126035     410                 MS1
----------------------------------------------------------------------------------------------
         References in the boxes above are for Lender's use only and do not limit the
                applicability of this document to any particular loan or item.
       Any item above containing "***" has been omitted due to text length limitations
----------------------------------------------------------------------------------------------

Borrower: BEACON ENTERPRISE SOLUTIONS GROUP, INC.    Lender: INTEGRA BANK NATIONAL ASSOCIATION
          124 NORTH FIRST STREET                             127-SE IN/NORTH KY COMMERCIAL
          LOUISVILLE, KY 40202                               7155 HOUSTON RD
                                                             FLORENCE, KY 41042

==============================================================================================
</TABLE>

LOAN TYPE.  This Is a Fixed Rate (6.250%)  Nondisclosable  Loan to a Corporation
for $600,000.00 due on March 12, 2013.

PRIMARY  PURPOSE  OF LOAN.  The  primary  purpose  of this  loan is for  (please
initial):

      |_| Personal, Family, or Household Purposes or Personal Investment.

      |X| Business (including Real Estate Investment).

SPECIFIC PURPOSE. The specific purpose of this loan is: DEBT CONSOLIDATION.

DISBURSEMENT  INSTRUCTIONS.  Borrower  understands that no loan proceeds will be
disbursed  until  all of  Lender's  conditions  for  making  the loan  have been
satisfied. Please disburse the loan proceeds of $600,000.00 as follows:

      Other Disbursements:                                           $600,000.00
         $191,885.55 PAYOFF TO INTEGRA LN #100119130
         $144,399.63 PAYOFF TO HUNTINGTON BANK ACCT#8041280004
         $250,782.95 PAYOFF TO FIFTH THIRD BANK LN #0901916775-59
         $12,931.87 PAY TO BEACON ENTERPRISE SOLUTIONS GROUP,
      INC.
                                                                     -----------
      Note Principal:                                                $600,000.00

CHARGES  PAID IN  CASH.  Borrower  has paid or will  pay in cash as  agreed  the
following charges:

      Prepaid Finance Charges Paid in Cash:                                $0.00
      Other Charges Paid In Cash:                                      $3,005.00
         $3,000.00 LOAN FEE
         $5.00 UCC FEE
                                                                     -----------
      Total Charges Paid In Cash:                                      $3,005.00

AUTOMATIC  PAYMENTS.  Borrower hereby authorizes Lender  automatically to deduct
from Borrower's account,  numbered  ___________________,  the amount of any loan
payment.  If the funds in the account  are  insufficient  to cover any  payment,
Lender shall not be obligated to advance funds to cover the payment. At any time
and for any  reason,  Borrower  or Lender may  voluntarily  terminate  Automatic
Payments.

FINANCIAL  CONDITION  BY SIGNING THIS  AUTHORIZATION,  BORROWER  REPRESENTS  AND
WARRANTS TO LENDER THAT THE  INFORMATION  PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS  DISCLOSED  IN  BORROWER'S  MOST RECENT  FINANCIAL  STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED MARCH 12, 2008.

BORROWER:

BEACON ENTERPRISE SOLUTIONS GROUP, INC.

BY: /s/ Robert Mohr
    -------------------------------------
    ROBERT MOHR, CAO of BEACON ENTERPRISE
    SOLUTIONS GROUP, INC.

================================================================================