Exhibit 10.6

                     Beacon Enterprise Solutions Group Inc.

                             SECURED PROMISSORY NOTE

$300,000.00                                     December 20, 2007

      FOR VALUE  RECEIVED,  Beacon  Enterprise  Solutions Group Inc., an Indiana
corporation (the "Buyer"), promises to pay to the order of ADVANCE DATA SYSTEMS,
INC.  (the  "Holder")  the  principal  sum of  THREE  HUNDRED  THOUSAND  DOLLARS
($300,000.00) (the "Principal  Amount"),  together with interest accruing on the
unpaid  portion of the Principal  Amount from the date hereof until the Maturity
Date (as defined in Section  2(a)),  at an annual rate equal to the "Prime Rate"
as published in The Wall Street Journal from time to time (the "Interest Rate").
Accrued interest under this Note shall be compounded annually.

      1.  Terms.  This Note is issued and  delivered  by the Buyer  pursuant  to
Section 1.3 of that certain Asset Purchase  Agreement dated October 15, 2007 (as
the same may be amended, restated,  supplemented or otherwise modified from time
to time,  the  "Purchase  Agreement"),  by and among  the Buyer and the  Holder.
Unless  otherwise set forth herein,  all  capitalized  terms used herein without
definition  shall  have  the  meanings  given  to  such  terms  in the  Purchase
Agreement.  This Note is secured by certain  Collateral,  as  described  in that
certain Security Agreement of even date herewith (the "Security Agreement"),  by
and between the Buyer and the Holder.

      2. Payments.

            (a) Subject to the  adjustments  provided  for in Section 2(b) below
and any  rights  of  set-off  that the  Buyer  may have  under  the terms of the
Purchase  Agreement,  the Buyer shall make  monthly  payments of  principal  and
interest, in the amortized amount of $7,219.00, to the Holder on the last day of
each month,  commencing  December  31, 2007 and ending on November 30, 2011 (the
"Maturity Date").

            (b) In the event that on  December  31,  2008,  the  actual  revenue
generated by the  Collateral  during the period  commencing on December 31, 2007
and ending on December 30, 2008 (the "Actual  Revenue") is less than  $1,800,000
(the "Minimum Revenue"),  then the Principal Amount hereunder shall be deemed to
be reduced to an amount equal to the initial  Principal  Amount set forth above,
multiplied  by the greater of: a) a fraction the  numerator of which is equal to
the Actual Revenue and the denominator of which is equal to the Minimum Revenue;
or b) forty percent (40%).  (That is, the Principal  Amount shall not be reduced
to an amount less than $120,000.00  hereby.) No such adjustment shall take place
in the event that the Actual Revenue exceeds the Minimum Revenue.  To the extent
that the monthly amounts  previously paid exceed the amount of such recalculated
monthly payments, the aggregate amount of such excess payments prior to the time
of the  recalculation  shall be a credit against further payments due hereunder,
to be applied ratably against future payment amounts hereunder. If the


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aggregate  amount  of  excess  payments  prior to the time of the  recalculation
exceeds the aggregate of future payments hereunder, then the Holder shall refund
the appropriate difference to the Buyer. The Buyer shall recalculate the monthly
payments for the  remainder of the term of this Note and shall send the Holder a
statement of its  computations  in support of the  recalculated  monthly payment
amount.

            (c) The Buyer may apply  any  rights of  set-off  that the Buyer may
have  under the  terms of the  Purchase  Agreement  by  providing  notice of its
exercise  of such  rights of set-off  to the Holder  (and,  if  applicable,  the
shareholders  of the Holder)  with the Claim  Notice  described  in the Purchase
Agreement; provided, however, that if it is ultimately determined that Buyer was
not entitled to such set-off,  Buyer shall immediately pay to Holder any and all
amounts claimed by Buyer under such set-off rights. The amount of any set-off to
which  Buyer is  ultimately  determined  to be  entitled  shall be  treated as a
prepayment of the amounts otherwise due and payable under the Note.

            (d) All payments due and payable from the Buyer to Holder under this
Note shall be made in lawful  currency  of the  United  States of America at the
address of Holder as set forth in Section  10.7 of the  Purchase  Agreement,  or
such other place as Holder shall designate in writing,  and, at Holder's option,
shall be payable by check or wire transfer.

            (e) The Buyer shall make  additional  payments of  principal  to the
Holder equal to three and 2/10 percent (3.2%) of the net amount in excess of One
Million Dollars ($1,000,000) received by the Buyer from the proceeds of any sale
and  issuance  of equity  after the  Closing  Date (as  defined in the  Purchase
Agreement), until the obligations under this Note are paid in full.

      3. Prepayments. The Buyer may prepay all or any portion of the outstanding
Principal Amount, or any accrued and unpaid interest thereon, of this Note.

      4. Events of Default.

            (a) An "Event of Default"  under this Note shall mean the occurrence
of any of the following:

                  (i) Failure to Make Payments When Due. Failure of the Buyer to
pay any  principal,  interest  or other  amount  due  under  this Note when due,
whether at stated maturity, by declaration,  acceleration,  demand or otherwise,
and the failure of the Buyer to cure such default  within ten (10) business days
thereafter.

                  (ii) Breach of Covenants.  Any other  material  failure by the
Buyer to  perform  its  obligations  under this Note  (other  than the making of
payments  under this Note),  and the  failure of the Buyer to cure such  default
within ten (10) business days of written notice of such default by Holder to the
Buyer,  in each case as  determined by the  Collateral  Agent (as defined in the
Security Agreement);

                  (iii)  Acceleration  of  Other  Indebtedness.   Any  event  or
condition  shall occur which results in the  acceleration of the maturity of any
indebtedness  (other  than this Note)


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<PAGE>

of the Buyer or enables the holder of such  indebtedness or any person acting on
such  holder's  behalf to  accelerate  the maturity  thereof,  if the  aggregate
principal amount of indebtedness (regardless of whether such indebtedness arises
in one or more  related or  unrelated  transactions)  with respect to which such
events or conditions shall have occurred exceeds $500,000;

                  (iv)  Judgments or Court  Orders.  Judgments or orders for the
payment  of money in  excess of  $500,000  (net of any  amount  (x)  covered  by
insurance or (y) covered by a third-party  indemnity  from a solvent third party
financially  capable of making such  payments)  shall be rendered  and  properly
entered  against  the  Buyer,  and  such  judgments  or  orders  shall  continue
unsatisfied and unstayed for a period of sixty (60) days, unless being contested
in good faith by appropriate  legal or  administrative  proceedings,  and in any
such case as to which the Buyer shall have set aside  adequate  cash reserves in
accordance with generally accepted accounting principles;

                  (v) Involuntary  Bankruptcy,  Etc. (A) Any involuntary case or
other  proceeding shall be commenced  against the Buyer or a subsidiary  thereof
seeking liquidation, reorganization or other relief under Title 11 of the United
States Code entitled  "Bankruptcy"  (as now and  hereinafter  in effect,  or any
successor  thereto,  the  "Bankruptcy  Code"),  or  any  applicable  bankruptcy,
insolvency  or other  similar  law now or  hereafter  in effect,  or seeking the
appointment  of a trustee,  receiver,  liquidator,  custodian  or other  similar
official of it or any  substantial  part of its property,  and such  involuntary
case or other proceeding  shall remain  undismissed and unstayed for a period of
ninety (90) days, or an order for relief shall be entered against the Buyer or a
subsidiary  thereof under the  Bankruptcy  Code or any other domestic or foreign
bankruptcy  laws as now or  hereafter  in effect,  or a warrant  of  attachment,
execution or similar process shall have been issued against any substantial part
of the property of the Buyer;

                  (vi) Voluntary  Bankruptcy,  Etc. An order for relief shall be
entered  with  respect to the Buyer or a  subsidiary  thereof  shall  commence a
voluntary  case  under  the  Bankruptcy  Code  or  any  applicable   bankruptcy,
insolvency or other similar law now or hereafter in effect,  or shall consent to
the entry of an order for relief in an involuntary case, or to the conversion of
an involuntary case to a voluntary case, under any such law, or shall consent to
the  appointment  of or  taking  possession  by a  receiver,  trustee  or  other
custodian  for all or a  substantial  part of its  property,  or the  Buyer or a
subsidiary thereof shall make an assignment for the benefit of creditors; or the
Buyer or a subsidiary  thereof  shall admit in writing its  inability to pay its
debts as such debts  become  due; or the Board of  Directors  of the Buyer shall
adopt  any  resolution  or  otherwise  authorize  action to  approve  any of the
foregoing; or

                  (vii) Default under Security  Agreement.  There is an Event of
Default under the Security Agreement.

            (b) Upon the occurrence of an Event of Default under Section 4(a) of
this Note,  the entire unpaid portion of the Principal  Amount,  all accrued but
unpaid  interest  and all  other  amounts  due  Holder  hereunder  shall  become
immediately due and payable.

            (c) Upon the occurrence and during the  continuation of any Event of
Default as  determined  by the  Collateral  Agent,  subject to Section 5 of this
Note, the per annum rate of


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<PAGE>

interest on the  Principal  Amount shall  increase from the Interest Rate to the
Interest Rate plus three percent.

            (d) The Buyer hereby  agrees that it will,  upon demand,  pay to the
Collateral Agent the amount of any and all reasonable advances,  charges,  costs
and  expenses,  including the fees and expenses of counsel and of any experts or
agents engaged by the Collateral  Agent,  that the Collateral Agent may incur in
connection  with the  failure  by the Buyer to  perform  or  observe  any of the
provisions of this Note.

      5. Usury.  Regardless of any other  provision of this Note or the Purchase
Agreement  to the  contrary,  if for any reason the  effective  rate of interest
under this Note shall have been determined by a court of competent  jurisdiction
to exceed the  maximum  lawful  rate of  interest,  after  giving  effect to any
applicable  exemption  to  applicable  usury laws,  then the  effective  rate of
interest  under this shall be deemed  reduced  to,  and shall be,  such  maximum
lawful rate of interest,  and (a) the amount which would  otherwise be excessive
interest shall be deemed applied to the reduction of the  outstanding  Principal
Amount and not the payment of  interest,  and (b) if the loan  evidenced by this
Note has been or is hereby paid in full, the excess principal  payment under the
foregoing clause (a) shall be returned to the Buyer.

      6. Replacement of Lost Note. Upon receipt of evidence  satisfactory to the
Buyer of the loss,  theft,  destruction  or  mutilation of this Note and, in the
case  of any  such  loss,  theft  or  destruction,  upon  receipt  of  indemnity
reasonably  satisfactory to the Buyer,  or, in the case of any such  mutilation,
upon surrender and  cancellation  of this Note, the Buyer will make and deliver,
in lieu of such lost,  stolen,  destroyed or mutilated  Note, a new Note of like
tenor dated as of the date from which  unpaid  interest  has then accrued on the
lost, stolen, destroyed or mutilated Note.

      7. Miscellaneous.

            7.1  Governing  Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky,  without regard to its
conflicts of laws principles.

            7.2 Entire Agreement; Amendment. This Note, together with all of the
other documents executed in connection herewith, constitutes the full and entire
understanding  and  agreement  between the parties  with regard to the  subjects
hereof and thereof.

            7.3  Amendments.  No term  of  this  Note  may be  amended,  waived,
discharged or terminated except by a written  instrument signed by the Buyer and
the  Holder.  Any  amendment,  waiver,  discharge  or  termination  effected  in
accordance with this paragraph shall be binding upon the Holder.

            7.4  Notices,  etc.  All  notices,   requests,   demands  and  other
communications  made under this Note shall be made in  accordance  with  Section
10.7 of the Purchase Agreement.

            7.5 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to Holder upon any breach or default of the Buyer under
this Note shall


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impair any such right, power or remedy of Holder nor shall it be construed to be
a waiver of any such breach or default, or an acquiescence  therein, or of or in
any similar breach or default thereafter occurring;  nor shall any waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
theretofore or thereafter occurring.  Any waiver, permit, consent or approval of
any kind or character  on the part of the Holder of any breach or default  under
this Note, or any waiver on the part of the Holder of any provision or condition
of this Note must be made in writing and shall be effective as to Holder only to
the extent  specifically set forth in such writing.  All remedies,  either under
this Note or by law or otherwise afforded to Holder, shall be cumulative and not
alternative.

            7.6  Severability.  In case  any  provision  of this  Note  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

            7.7. Titles. The titles of the Sections and subsections of this Note
are for convenience or reference only and are not to be considered in construing
this Note.

            7.8.  Assignment.  Holder may assign this Note and  Holder's  rights
hereunder and delegate Holder's obligations  hereunder to Holder's  shareholders
(the "Shareholders"),  and the Shareholders may further assign this Note and the
Shareholders'  rights  hereunder  and  delegate  the  Shareholders'  obligations
hereunder to an entity wholly-owned or controlled by the Shareholders.

      IN WITNESS  WHEREOF,  this Note is  executed  as of the date  first  above
written.

                                     BUYER:

                                     BEACON ENTERPRISE SOLUTIONS
                                     GROUP, INC.
                                     an Indiana corporation

                                     By: /s/ Bruce Widener
                                        ----------------------------------------
                                        Bruce Widener
                                        Chief Executive Officer

 [Remainder of Page Intentionally Left Blank - Holder's Signature Page Follows]


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<PAGE>

                       HOLDER'S COUNTERPART SIGNATURE PAGE
                                       TO
                             SECURED PROMISSORY NOTE

      The  undersigned  Holder  agrees to be bound by the  terms of the  Secured
Promissory  Note  of  Beacon   Enterprise   Solutions  Group  Inc.,  an  Indiana
corporation,  executed  by the  Buyer in favor of the  undersigned  Holder,  and
agrees to all of the terms thereof.

                                      ADVANCE DATA SYSTEMS, INC.:

Date: December ___, 2007

                                      Name of Entity: Advance Data Systems, Inc.
                                      d/b/a ADSnetcurve

                                      Signature: /s/ Dean A. Holland
                                                --------------------------------
                                                Dean A. Holland
                                      Title of Signatory: Chairman


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