AGREEMENT

    


    THIS AGREEMENT (the “Agreement”) is
made and entered into as of this 21st day of January, 2011, by and between (i)
LIGHTYEAR NETWORK SOLUTIONS,
INC. (“LNS”) and (ii) RONALD L. CARMICLE
(“Carmicle”).

    


    RECITALS

    


    WHEREAS, LNS desires to obtain a loan in
the principal amount of $2,000,000 (the “Loan”) from First Savings Bank, F.S.B.
(the “Bank”);

    


    WHEREAS, the Bank agreed to the Loan on
the condition that it receive, among other things, a guaranty of up to $750,000
of LNS’s obligations under the Loan from Carmicle;

    


    WHEREAS, Carmicle agreed to execute a guaranty in
favor of the Bank pursuant to the terms of that certain Absolute Continuing
Guaranty Agreement dated January 21, 2011 (the “Guaranty Agreement”), in
exchange for the payments set forth below; and

    


    WHEREAS, LNS agreed to make the payments
to Carmicle in order to secure the Loan pursuant to the terms of this
Agreement.

    


    NOW, THEREFORE, in consideration of the
mutual promises and agreements set forth herein, the parties hereto agree as
follows:

    


    1.           Guaranty.  On
the closing date of the Loan (the “Closing Date”), Carmicle shall execute and
deliver the Guaranty Agreement to the Bank.

     

    2.           Consideration;
Payments.

     

    (a).           In
consideration of Carmicle’s execution and delivery of the Guaranty Agreement and
upon the payment schedule set forth in Section 2(b) hereof, LNS will pay
Carmicle:

     

    (i)           an
initial payment of Sixty Thousand and No/100 Dollars ($60,000);
and,

     

    (ii)           subsequent
payments of Sixty Thousand and No/100 Dollars ($60,000) for each anniversary
date of this Agreement on which LNS has outstanding Obligations (as defined in
the Guaranty Agreement); provided, however, that if the maturity date of the
Loan falls on an anniversary date of this Agreement, and all of LNS’ Obligations
are satisfied on that date, then no additional payment will be due for that
period.

     

    (b).           LNS
will pay Carmicle amounts due under this Agreement in monthly installments of
Five Thousand and No/100 Dollars ($5,000) beginning on February 1, 2011 and
continuing until such time as all amounts due to Carmicle hereunder are paid in
full.

     

    3.           Miscellaneous.

     

    (a).           Income Tax
Consequences.  LNS and Carmicle
acknowledge and agree that each is solely responsible for the income tax
consequences these transactions have on such individual’s tax liability and
reporting the transactions for federal, state and local taxing
authorities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b).           Termination.  This
Agreement shall terminate immediately upon LNS’ final payment of all amounts due
to Carmicle hereunder.

     

    (c).           Governing
Law.  This Agreement shall be governed by the laws of the
Commonwealth of Kentucky, without reference to conflicts of law
principles.

     

    (d).           Entire
Agreement.  This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof.

     

    (e).           Modifications and
Amendments.  The terms and provisions of this Agreement may be
modified or amended only by written agreement executed by all parties
hereto.

     

    (f).           Assignment/Binding
Effect.  Neither this Agreement, nor any right hereunder, may
be assigned by any of the parties hereto without the prior written consent of
the other parties.  This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective heirs, personal
representatives, successors and assigns.

     

    (g).           Severability.  In the event that any
covenant, condition, or other provision herein contained is held to be invalid,
void, or illegal by any court of competent jurisdiction, the same shall be
deemed to be severable from the remainder of this Agreement and shall in no way
affect, impair, or invalidate any other covenant, condition, or other provision
contained herein.

     

    (h).           Counterparts;
Facsimile Signatures.  This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
This Agreement may be executed by facsimile signatures.

     

    (i).           Sections and Section
Headings.  The headings of sections and subsections are for
reference only and shall not limit or control the meaning or interpretation of
this Agreement.

     

    


     

    


     

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

    


    


    


    
      
        
          
            
              	 
      	
                      /S/
      Ronald L. Carmicle

                    	 
	 
      	
                      RONALD
      L. CARMICLE

                    	 
	 
      	 
      	 
	 
      	
                      (“Carmicle”)

                    	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                      LIGHTYEAR
      NETWORK SOLUTIONS, INC.

                    
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                      /S/
      J. Sherman Henderson, III

                    	 
	 
      	
                      J.
      Sherman Henderson, III, CEO

                    	 
	 
      	 
      	 
	 
      	
                      (“LNS”)

                    	 


            

          

        

      

    

    


    


    


    


    
      
         

      

      
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