Exhibit 10.12

                               SECURITY AGREEMENT

      This SECURITY  AGREEMENT (this "Agreement") is made and entered into as of
this 20th day of December,  2007,  by and between  Beacon  Enterprise  Solutions
Group Inc., an Indiana corporation (the "Buyer"),  and RFK  Communications,  LLC
("RFK"), a Kentucky limited liability company.

                                 R E C I T A L S

      A. The Buyer  and RFK have  executed  an Asset  Purchase  Agreement  dated
October 15,  2007 (the  "Purchase  Agreement"),  pursuant to which the Buyer has
agreed to purchase substantially all of the assets of RFK and has issued Secured
Promissory Note (the "Secured Note") in partial payment  therefor.  The Purchase
Agreement  and  the  Secured  Note  are  referred  to  herein  as  the  "Related
Agreements."  Capitalized  terms used herein but which are not otherwise defined
shall have the meanings given to them in the Purchase Agreement.

      B. As a condition to RFK's  consummation of the transactions  contemplated
by the  Purchase  Agreement,  the  Buyer has  agreed to grant to RFK a  security
interest  in the  Collateral  (as  defined in  Section 2) to secure the  Buyer's
obligations pursuant to the terms of the Secured Notes.

                                A G R E E M E N T

            In consideration of the foregoing  recitals and the mutual covenants
and agreements contained in this Agreement, the parties, intending to be legally
bound, agree as follows:

      1. Obligations Secured. This Agreement secures the payment by Buyer of its
obligations to RFK under the Secured Notes issued to RFK. The security  interest
granted hereby shall not extend to any other  obligations of the Buyer to RFK or
its  affiliates  and  shall  terminate  upon  the  payment  in  full,   release,
cancellation or satisfaction of the Secured Notes.

      2. Grant of Security Interest.  Buyer grants to RFK a security interest in
the contracts and accounts representing the carrier revenue stream acquired from
RFK under the  Purchase  Agreement  and in any  additional  carrier  commissions
generated  by the Buyer  (the  "Collateral"),  as  described  in more  detail on
Schedule 1 attached hereto.

      3. Buyer's Warranties and  Representations.  Buyer warrants and represents
that:

            (a) Except for the security  interest granted above and any security
interest granted pursuant to bank or other  institutional  financing under which
the assets of the Buyer become subject (collectively, "Permitted Encumbrances"),
the  Collateral  is free  from and will be kept  free  from all  liens,  claims,
security interests, and encumbrances;

            (b) except as filed in connection with any Permitted Encumbrance, no
financing  statement covering the Collateral or any proceeds is on file in favor
of anyone other

<PAGE>

than Secured Parties,  but if such other financing statement is on file, it will
be terminated or subordinated.

      4. Buyer's Agreements. The Buyer agrees:

            (a) to defend at the  Buyer's own cost any  action,  proceeding,  or
claim affecting the Collateral;

            (b) to pay reasonable attorneys' fees and other expenses incurred by
the  Collateral  Agent (as defined in Section 9) in enforcing  the rights of RFK
against the Buyer under this Agreement;

            (c) to pay promptly all taxes,  assessments,  license fees and other
public or private charges when levied or assessed against the Collateral or this
Agreement, and this obligation shall survive the termination of this Agreement;

            (d) that if a certificate of title shall be required or permitted by
law,  at the  request of the  Collateral  Agent,  the Buyer  shall  obtain  such
certificate with respect to the Collateral, showing the security interest of RFK
and do  everything  necessary  or  expedient to preserve or perfect the security
interest of RFK;

            (e) that the Buyer  will not  misuse,  fail to keep in good  repair,
secrete,  or without the prior  written  consent of the  Collateral  Agent,  and
notwithstanding RFK's claim to proceeds,  sell, rent, lend, encumber or transfer
any of the  Collateral  other than sales of inventory in the ordinary  course of
the Buyer's business;

            (f) that the Collateral Agent or his or her designees may enter upon
the Buyer's premises or wherever the Collateral may be located at any reasonable
time to inspect the Collateral,  and Buyer's books and records pertaining to the
Collateral, and the Buyer shall assist RFK in making such inspection; and

            (g) that the  security  interest  granted  by the Buyer to RFK shall
continue to be effective so long as there are any obligations  owed to RFK under
the Secured Notes.

      5. Events of Default;  Acceleration.  The  following are events of default
under this Agreement  which will allow the Collateral  Agent to take such action
under this Agreement as it, he or she deems necessary:

            (a) the Buyer materially  breaches any warranty or provision of this
Agreement;

            (b) the Buyer becomes  insolvent or ceases to do business as a going
concern; and


                                      -2-
<PAGE>

            (c) an "Event of Default"  (as defined in the Secured  Notes)  shall
have occurred and be continuing under any of the Secured Notes.

      6. Remedies  After  Default.  Upon the occurrence of any event of default,
RFK shall have all rights,  privileges,  powers and remedies of a secured  party
under the  Uniform  Commercial  Code and any other  applicable  laws,  including
without  limitation,  the right to contact all persons obligated to the Buyer on
any account and to instruct such person to deliver all payments directly to RFK,
which rights, privileges,  powers and remedies may be exercised with the consent
of the Collateral Agent.

            The Collateral  Agent will give the Buyer  reasonable  notice of the
time and place of any public sale of the  Collateral  or of the time after which
any private sale or any other  intended  disposition  of the Collateral is to be
made.  Unless  otherwise  provided by law, the requirement of reasonable  notice
shall be met if such notice is mailed,  postage  prepaid,  to the address of the
Buyer shown herein at least ten (10)  calendar  days before the time of the sale
or  disposition.  The Buyer  shall  pay to the  Collateral  Agent  all  expenses
incurred by the Collateral Agent, directly or indirectly,  in the enforcement of
this Agreement,  including expenses of collection,  retaking, holding, preparing
for sale, selling and the like and shall include reasonable  attorneys' fees and
other legal expenses. The Buyer understands that RFK's rights are cumulative and
not alternative.

      7. Waiver of Defaults;  Agreement  Inclusive.  The Collateral Agent may in
its,  his or her  sole  discretion  waive a  default,  or cure,  at the  Buyer's
expense, a default.  Any such waiver in a particular instance or of a particular
default  shall not be a waiver of other  defaults or the same kind of default at
another time. No  modification  or change in this Agreement or any related note,
instrument or agreement  shall bind RFK unless in writing signed by RFK. No oral
agreement shall be binding.

      8. Financing  Statements;  Expenses.  The Buyer  authorizes the Collateral
Agent to file one or more financing  statements  with respect to the Collateral.
At the request of the Collateral Agent, the Buyer will execute any agreements or
documents,  in form  satisfactory  to the Collateral  Agent which the Collateral
Agent may deem  necessary or  advisable  to  establish  and maintain a perfected
security  interest  in the  Collateral,  and  will  pay the  cost of  filing  or
recording the same in all public  offices  deemed  necessary or advisable by the
Collateral Agent.

      9. Collateral  Agent.  RFK HEREBY ELECTS AND APPOINTS  RICHARD C. MILLS TO
ACT AS THE EXCLUSIVE AGENT ("COLLATERAL AGENT") FOR EACH OF RFK FOR THE PURPOSES
OF (A)  EXERCISING  THE RIGHTS AND  REMEDIES  OF RFK UNDER THIS  AGREEMENT,  (B)
RECEIVING   AND  MANAGING  THE   COLLATERAL   INCLUDING  THE  EXECUTION  OF  ALL
INSTRUMENTS,  THE MAKING OF ALL FILINGS AND CONTINUATION  STATEMENTS AND SIMILAR
INSTRUMENTS IN ANY  APPLICABLE  JURISDICTION  AND THE TAKING OF ALL ACTIONS,  AS
SHALL,  IN THE  REASONABLE  JUDGMENT OF THE  COLLATERAL  AGENT,  BE NECESSARY TO
CONTINUE  THE  EFFECTIVENESS,  FOR THE  BENEFIT  OF  RFK,  AS  SECURITY  FOR THE
RESPECTIVE OBLIGATIONS VALID, PERFECTED LIENS ON ALL OF THE COLLATERAL,  AND (C)
RECEIVING NOTICES AND OTHER  COMMUNICATIONS


                                      -3-
<PAGE>

FROM THE BUYER AND  PROVIDING  NOTICES TO RFK, ALL UPON THE TERMS AND SUBJECT TO
THE CONDITIONS SET FORTH HEREIN. THE COLLATERAL AGENT MAY BE REMOVED,  AND A NEW
COLLATERAL AGENT ELECTED, BY THE WRITTEN CONSENT OF RFK.

      10. Miscellaneous.

            (a) Entire Agreement;  Amendments and Waivers.  This Agreement,  the
Purchase  Agreement and each of the Related  Agreements  constitute the full and
entire understanding and agreement among the parties with regard to the subjects
hereof and thereof,  and no party shall be liable or bound to any other party in
any  manner  by  any  warranties,   representations,  or  covenants,  except  as
specifically  set forth  herein or therein.  Any term of this  Agreement  may be
amended and the  observance of any term of this  Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the  written  consent  of the  Company  and RFK.  Any
amendment or waiver  effected in accordance with this paragraph shall be binding
upon each Secured Party.

            (b)  Governing  Law.  This  Agreement   shall  be  governed  by  and
interpreted in accordance with the laws of the Commonwealth of Kentucky, without
giving effect to principles of conflict of laws.

            (c)  Successors  and  Assigns.  Each of the  terms,  provisions  and
obligations of this Agreement shall be binding upon,  shall inure to the benefit
of,  and  shall  be  enforceable  by the  parties  and  their  respective  legal
representatives, successors and permitted assigns.

            (d)  Counterparts.  This  Agreement  may be  executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute a single agreement.

            (e)  Assignment.  RFK may not assign this  Agreement,  or assign the
rights or delegate its duties  hereunder,  without the prior written  consent of
the Buyer.

            (f) Notices. All notices, requests, demands and other communications
made by a party to another party under this Agreement  shall be provided to such
other party in the manner set forth in Section 10.7 of the Purchase Agreement.


                                      -4-
<PAGE>

      IN WITNESS WHEREOF,  the parties have executed this Security  Agreement 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 -
                    Secured Parties' Signature Pages Follow]


                                      -5-
<PAGE>

                      INVESTOR COUNTERPART SIGNATURE PAGES
                                       TO
                               SECURITY AGREEMENT

      The  undersigned  Secured  Party  agrees  to be bound by the  terms of the
Security  Agreement  of Beacon  Enterprise  Solutions  Group  Inc.,  an  Indiana
corporation,  to which this signature page is attached, and agrees to all of the
terms thereof.

                                            RFK COMMUNICATIONS, LLC

                                            /s/ Kathy S. Mills
                                            ------------------------------------
                                            Kathy S. Mills, its Member

                                            STRATEGIC TECHNOLOGY INVESTMENTS,
                                            LLC, as Member

                                            /s/ Richard C. Mills
                                            ------------------------------------
                                            By:  Richard C. Mills, its Manager

                                            /s/ Kathy S. Mills
                                            ------------------------------------
                                            By:  Kathy S. Mills, its Manager


                                      -6-
<PAGE>

                                   SCHEDULE 1

                                  [ATTACHMENT]

<PAGE>

                                  Exhibit 10.12

                     Beacon Enterprise Solutions Group Inc.

                             SECURED PROMISSORY NOTE

$562,500.00                                    December 20, 2007

      FOR VALUE  RECEIVED,  Beacon  Enterprise  Solutions Group Inc., an Indiana
corporation (the "Buyer"),  promises to pay to the order of RFK  COMMUNICATIONS,
LLC (the  "Holder") the principal  sum of Five Hundred  Sixty-Two  Thousand Five
Hundred Dollars  ($562,500.00) (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 the rate of eight
percent (8%) per annum, compounded annually (the "Interest Rate").

      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 between 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 $11,405.00,  to the Holder on the 15th of
each month,  commencing  January  15, 2008 and ending on December  15, 2012 (the
"Maturity Date").

            (b) In the event that on  December  31,  2008,  the  actual  revenue
generated by the  Collateral  and  revenues of the business  assets of Strategic
Communications,  LLC, during the period commencing January 1, 2008 and ending on
December 31, 2008 (the "Actual  Revenue") is less than  $4,500,000 (the "Minimum
Revenue"),  then the Principal Amount hereunder shall be deemed to be reduced to
a  principal  amount  equal to the  initial  Principal  Amount set forth  above,
multiplied by a fraction the  numerator of which is equal to the Actual  Revenue
and the denominator of which is equal to the Minimum Revenue. 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 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


<PAGE>

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 or as agreed from time to time by
the Buyer and the Holder by  providing  notice of its exercise of such rights of
set-off to the Holder (and, if  applicable,  the members of the Holder) with the
Claim  Notice  described in the  Purchase  Agreement.  The amount of the set-off
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.

      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, 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) 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


                                      -2-
<PAGE>

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; or

                  (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.

            (b)  Upon the  occurrence  of an Event  of  Default  under  Sections
4(a)(i) through (iv), inclusive,  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 due and payable at the option of the  Collateral
Agent upon notice to the Buyer of such  acceleration.  Upon the occurrence of an
Event of Default under Section  4(a)(v) or (vi) of this Note,  the entire unpaid
portion of the Principal  Amount,  all accrued but unpaid interest and all other
amounts due Holder hereunder shall immediately become 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 interest on the Principal Amount shall increase from
the Interest Rate to eleven percent (11%).

            (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.


                                      -3-
<PAGE>

      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 should 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. The parties agree
that any such  application of excessive  interest to the  outstanding  Principal
Amount or the refunding of such excess  interest shall be a complete  settlement
and acquittance thereof.

      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.

            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 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.


                                      -4-
<PAGE>

            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.

      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]


                                      -5-
<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.

Dated: December 20, 2007
                                           RFK COMMUNICATIONS, LLC

                                           /s/ Kathy S. Mills
                                           -------------------------------------
                                           Kathy S. Mills, its Member

                                           STRATEGIC TECHNOLOGY INVESTMENTS,
                                           LLC, as Member

                                           /s/ Richard C. Mills
                                           -------------------------------------
                                           By:  Richard C. Mills, its Manager

                                           /s/ Kathy S. Mills
                                           -------------------------------------
                                           By:  Kathy S. Mills, its Manager


                                      -6-