Exhibit 10.1

      THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD,
OFFERED FOR SALE, TRANSFERRED,  ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, EVIDENCE SATISFACTORY TO
THE COMPANY THAT SUCH  REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD
PURSUANT TO RULE 144 OF THE ACT.

                     BEACON ENTERPRISE SOLUTIONS GROUP INC.
                           CONVERTIBLE PROMISSORY NOTE

$______________                                             Louisville, Kentucky
                                                               December __, 2007

      Beacon  Enterprise   Solutions  Group  Inc.,  a  Nevada  corporation  (the
"Company"),  the principal office of which is located at 124 North First Street,
Louisville,  Kentucky 40202 for value  received,  hereby  promises to pay to the
order of [HOLDER], whose address is [_______________], or his registered assigns
(the "Holder"), the sum of [______________ ($________)],  and any unpaid accrued
interest hereon, as set forth below, on December 31, 2007 (the "Maturity Date").
This note (the  "Note") is one of the  Convertible  Promissory  Notes (the "2007
Notes") issued,  under the terms of that certain Securities  Exchange Agreement,
dated December [20],  2007, in exchange for those  Convertible  Promissory Notes
issued by the Company between June 1, 2007 and November 30, 2007.

      The  following  is a  statement  of the  rights  of  the  Holder  and  the
conditions  to which  this  Note is  subject,  and to which the  Holder,  by the
acceptance of this Note, agrees:

      1. Interest and Payments. The Company shall pay interest at the Prime Rate
of interest  in effect from time to time as reported in the Wall Street  Journal
(the  "Interest  Rate") on the  principal  of this Note  outstanding  during the
period  beginning  on the date hereof and ending on the Maturity  Date.  Accrued
interest under this Note shall be compounded  annually.  Interest  payable under
this Note shall be  computed  on the basis of a year of 360 days and actual days
elapsed  occurring in the period for which  payable.  Interest  shall be payable
when the unpaid principal balance of the Note is paid.

      Upon an Event of Default (as defined below),  interest shall accrue at the
Interest Rate plus three percent (3%) (the "Default Rate") on the balance of the
outstanding principal amount and all accrued interest thereon until such balance
is paid.

      The Holder shall receive a payment of all accrued  interest on the Note as
of the date of such  closing  and  thereafter  shall  receive  monthly  interest
payments,  which  shall be due and  payable on the 15th day of every month until
the Maturity Date, at which time the entire outstanding principal amount and all
accrued interest thereon shall be due and payable.

<PAGE>

      All  payments  made on this Note  shall be  applied,  at the option of the
Holder,  first to late charges and  collection  costs,  if any,  then to accrued
interest  and then to  principal.  After the  Maturity  Date or upon an Event of
Default,  interest shall continue to accrue on this Note at the Default Rate set
forth above and shall be payable on demand of the Holder.

      Notwithstanding  anything in this Note to the contrary,  the interest rate
charged hereon shall not exceed the maximum rate allowable by applicable law. If
any stated  interest rate herein exceeds the maximum  allowable  rate,  then the
interest  rate shall be reduced to the maximum  allowable  rate,  and any excess
payment  of  interest  made by the  Company  at any time shall be applied to the
unpaid balance of any outstanding principal of this Note.

      2. Events of Default.  If any of the events  specified  in this  Section 2
shall occur (herein individually referred to as an "Event of Default"),  persons
holding more than fifty percent (50%) of the then outstanding  principal balance
of the 2007  Notes  (the  "Majority  Holders")  may,  so long as such  condition
exists,  declare the entire outstanding principal and unpaid accrued interest on
this Note and the other 2007 Notes  immediately  due and  payable,  by notice in
writing to the Company.

            (i) The  institution by the Company of proceedings to be adjudicated
as bankrupt or insolvent,  or the consent by it to the institution of bankruptcy
or insolvency proceedings against it or the filing by it of a petition or answer
consenting to or seeking  reorganization or release under the federal Bankruptcy
Act, or any other  applicable  federal or state law, or the consent by it to the
filing  of any such  petition  or the  appointment  of a  receiver,  liquidator,
assignee,  trustee  or  other  similar  official  for  the  Company,  or for any
substantial  part of its property,  or the making by it of an assignment for the
benefit  of  creditors,  or the  taking of  corporate  action by the  Company in
furtherance of any such action;

            (ii) If, within sixty (60) days after the  commencement of an action
against the  Company  (and  service of process in  connection  therewith  on the
Company)  seeking  any  bankruptcy,  insolvency,  reorganization,   liquidation,
dissolution  or  similar  relief  under any  present or future  statute,  law or
regulation,  such action shall not have been resolved in favor of the Company or
all orders or proceedings thereunder affecting the operations or the business of
the  Company  stayed,  or if the stay of any  such  order  or  proceeding  shall
thereafter  be set aside,  or if,  within sixty (60) days after the  appointment
without the consent or acquiescence  of the Company of any trustee,  receiver or
liquidator of the Company or of all or any substantial part of the properties of
the Company, such appointment shall not have been vacated, or

            (iii)  Failure by the Company to make any  payment  when due on this
Note or any other material breach of this Note.

      3. Conversion.

            3.1 Voluntary  Conversion.  The Holder may, upon delivery of written
notice to the Company,  elect to convert the entire outstanding principal amount
of the Note into Shares (as defined  below),  and demand  payment of all accrued
but unpaid interest thereon.

            3.2 Conversion Procedure. Upon the election of the Holder to convert
this Note  pursuant to Section  3.1,  the entire  principal  amount of this Note
shall be  converted  into the


                                       2
<PAGE>

number  of shares of Common  Stock of the  Company  ("Shares")  equal to (x) the
outstanding  principal  amount  of this Note as of the date of the  election  to
convert,  divided by (y) $0.60 (as  adjusted  proportionately  from time to time
upon any stock  split,  stock  dividend,  adjustment,  combination  or  division
affecting  shares of Common  Stock) and upon such other terms and  conditions as
applicable to the Shares with respect to any such  transaction.  All accrued but
unpaid  interest  shall  be  paid  to the  holder  at the  time  of  conversion.
Otherwise,  all unpaid principal and unpaid accrued interest on the Note will be
due and payable on the Maturity Date except to the extent the Holder has elected
to convert its Note into Shares as provided herein.

            3.3 Delivery of Evidence of  Ownership.  As promptly as  practicable
after the  conversion  of this Note,  the Company at its expense  will issue and
deliver to the Holder a  certificate  or  certificates  and any other  documents
necessary  to  evidence  ownership  of the number of Shares  issuable  upon such
conversion upon surrender of this Note, duly endorsed,  at the principal  office
of the Company.

            3.4 No  Impairment.  The  Company  will  not,  by  amendment  of its
organizational  documents  or  through  any  reorganization,   recapitalization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed  hereunder by the
Company,  but will at all times in good faith  assist in the carrying out of all
the  provisions of this Section 3 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion rights of the Holder
against impairment.

      3.5 Full Conversion.  Upon conversion of the entire outstanding  principal
of this Note and payment of the accrued interest  thereon,  the Company shall be
forever released from all its obligations and liabilities under this Note.

      4.  Assignment.  The rights and  obligations of the Company and the Holder
shall be binding upon and benefit the successors, assigns, heirs, administrators
and transferees of the parties. The Note shall not be transferred by the Holder,
in whole or in part,  unless a warrant  exercisable for a ratable portion of the
Warrant Shares ( in the Warrant held by the Holder), and on the same other terms
as such Warrant, is also transferred.

      5.  Waiver and  Amendment.  The  provisions  of this Note may be  amended,
waived or  modified  upon the written  consent of the  Company and the  Majority
Holders, and all such amendments,  waivers and modifications shall be binding on
all holders of the 2007 Notes.

      6.  Prepayment.  The Holder may  require the Company to prepay the Note at
any time after the later of the completion of an equity  offering in which gross
proceeds of $3.5 million are raised or January 31, 2008, and before the Maturity
Date,  and the  Company  shall pay the Holder the entire  outstanding  principal
amount hereunder and all accrued interest thereon not more than thirty (30) days
after  the  delivery  of  written  notice  to the  Company  of such  demand  for
prepayment. Neither the principal amount of nor any accrued interest on the Note
may be prepaid by the Company  without the Holder's  written consent to any such
prepayment.

      7.  Treatment  of Note.  To the extent  permitted  by  generally  accepted
accounting  principles,  the Company will treat,  account and report the Note as
debt and not equity for


                                       3
<PAGE>

accounting purposes and with respect to any returns filed with federal, state or
local tax authorities.

      8.  Notices.  Any  notice,  request  or other  communication  required  or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given when (i) delivered by hand (with written confirmation of receipt), or (ii)
when received by the  addressee,  if sent by a nationally  recognized  overnight
delivery service (receipt requested),  in each case to the appropriate addresses
set forth herein. Any party hereto may by notice so given change its address for
future notice hereunder.

      9. Waivers.  The Company hereby waives  presentment,  demand,  protest and
notice of dishonor and protest, and also waives all other exemptions; and agrees
that  extension  or  extensions  of the  time of  payment  of  this  Note or any
installment  or part  thereof  may be  made  before,  at or  after  maturity  by
agreement by the Holder.  The Company shall pay to the Holder,  upon demand, all
costs and expenses,  including,  without  limitation,  attorney's fees and legal
expenses that may be incurred by the Holder in connection  with the  enforcement
of this Note.

      10.  Governing Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky, excluding that body of
law relating to conflict of laws.

      11. Heading; References. All headings used herein are used for convenience
only and shall not be used to  construe or  interpret  this Note.  Except  where
otherwise indicated, all references herein to Sections refer to Sections hereof.


                                       4
<PAGE>

      IN WITNESS  WHEREOF,  the  Company  has caused this Note to be issued this
__th day of December, 2007.

                                       BEACON ENTERPRISE SOLUTIONS GROUP INC.

                                       By:
                                          --------------------------------------
                                          Bruce Widener, Chief Executive Officer


                                       5
<PAGE>

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,  OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION  STATEMENT IN
EFFECT WITH RESPECT TO THE WARRANT  UNDER SUCH ACT AND  APPLICABLE  LAWS OR SOME
OTHER  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF SUCH ACT AND APPLICABLE
LAWS.

No. W-100__                                           Warrant to Purchase Shares

                           WARRANT TO PURCHASE SHARES
                                       of
                     BEACON ENTERPRISE SOLUTIONS GROUP INC.

      This certifies that, for value received,  _____________, or its registered
assigns  ("Holder"),  is  entitled,  subject  to the terms set forth  below,  to
purchase from Beacon Enterprise  Solutions Group Inc., a Nevada corporation (the
"Company"),  the number of Warrant  Shares  (as  defined  below) as set forth in
Section 2 of this  Warrant,  upon  surrender of this  Warrant,  at the principal
office  of the  Company,  with the  Notice  of  Exercise  attached  hereto  duly
executed, and simultaneous payment therefor in lawful money of the United States
or  otherwise as  hereinafter  provided,  at the Exercise  Price as set forth in
Section 2 below.  The term  "Warrant" as used herein shall include this Warrant,
and any warrants  delivered  in  substitution  or exchange  therefor as provided
herein.  This  Warrant  is issued in  connection  with the  issuance  of certain
Convertible Promissory Notes of the Company.

      1. Term of Warrant.  Subject to the terms and conditions set forth herein,
this Warrant shall only be  exercisable on or after the date hereof and prior to
December __, 2012.

      2. Number of Shares; Exercise Price.

            (a) The maximum number of shares of Common Stock of the Company that
may be subscribed for under this Warrant (the "Warrant Shares") shall be ______,
of which  ______  shall  initially  be vested and  exercisable  and _____  shall
initially be unvested and not exercisable.  The exercise price per Warrant Share
(the "Exercise Price") shall be $1.00.

            (b) Until the Holder demands  payment of the  outstanding  principal
balance on that certain Convertible Promissory Note dated December __, 2007 (the
"Note")  pursuant to Section 6 of the Note, _____ of the unvested Warrant Shares
(such  number to be  adjusted in  accordance  with the  provisions  of Section 7
hereof) shall vest and become  exercisable  on the 15th day of every month until
the Maturity Date (as defined in the Note). Upon the full conversion of the Note
into  Shares (as defined in the Note) or upon the  Maturity  Date (as defined in
the Note), all remaining unvested Warrant Shares hereunder shall vest and become
exercisable.  Upon any election by the Holder to demand  prepayment  of the Note
before the Maturity Date, all remaining  unvested Warrant Shares hereunder shall
be forfeited and canceled.


                                       6
<PAGE>

      3. Exercise of Warrant.

            (a) Upon the election of the Holder, the purchase rights represented
by this Warrant shall be  exercisable  with respect to all Warrant Shares vested
under Section 2 by the Holder in whole or in part during the Exercise  Period by
the  surrender  of this  Warrant and the Notice of Exercise in the form  annexed
hereto as Annex A duly  completed  and executed on behalf of the Holder,  at the
office of the Company  (or such other  office or agency of the Company as it may
designate  by notice in  writing  to the  Holder at the  address  of the  Holder
appearing on the books of the Company),  upon payment in cash or by check of the
Exercise Price of the Warrant Shares to be purchased.

            (b) This Warrant shall be deemed to have been exercised  immediately
prior to the close of  business  on the date of its  surrender  for  exercise as
provided  above,  and the person entitled to receive the Warrant Shares issuable
upon such exercise  shall be treated for all purposes as the holder of record of
such  Warrant  Shares as of the close of business  on such date.  As promptly as
practicable  on or  after  such  date and in any  event  within  ten  (10)  days
thereafter,  the Company at its expense shall issue and deliver to the person or
persons entitled to receive the same a certificate  evidencing  ownership of the
number of Warrant  Shares  issuable upon such  exercise.  In the event that this
Warrant is  exercised  in part,  the  Company at its  expense  will  execute and
deliver a new Warrant of like tenor exercisable for the number of Warrant Shares
for which this Warrant may then be exercised.

      4. No Fractional  Shares or Scrip.  No fractional  Warrant Shares or scrip
representing fractional Warrant Shares shall be issued upon the exercise of this
Warrant.  In lieu of any  fractional  Warrant  Shares to which the Holder  would
otherwise be  entitled,  the Company  shall make a cash  payment  equal to $1.00
multiplied by such fraction.

      5. Replacement of Warrant. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or mutilation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor and amount.

      6. Reservation of Shares. The Company covenants that, during the term this
Warrant is  exercisable,  the  Company  will  reserve  from its  authorized  and
unissued shares of Common Stock a sufficient number of shares of Common Stock to
provide for the  issuance of all Warrant  Shares  issuable  upon the exercise of
this Warrant and,  from time to time,  will take all steps  necessary to provide
sufficient  reserves of shares of Common Stock  issuable  upon  exercise of this
Warrant.  The Company  further  covenants  that all  Warrant  Shares that may be
issued upon the  exercise of rights  represented  by this Warrant and payment of
the Exercise  Price  pursuant to Section 3(a) hereof,  all as set forth  herein,
will be  fully  paid,  nonassessable,  free of  preemptive  rights  (other  than
preemptive  rights  which have been  waived) and free from all taxes,  liens and
charges  in  respect of the issue  thereof  (other  than taxes in respect of any
transfer occurring contemporaneously or otherwise specified herein). The Company
agrees that its issuance of this Warrant shall  constitute full authority to its
officers  who are  charged  with the duty of  executing  stock  certificates  to
execute  and  issue the  necessary  certificates  for  Warrant  Shares  upon the
exercise of this Warrant.


                                       7
<PAGE>

      7.  Adjustment of Exercise Price and Number of Shares.  The Exercise Price
and the number of Warrant Shares of the  Corporation  issuable  pursuant to such
exercise is subject to adjustment as follows:

            (a) In the event that the  Corporation  shall at any time  declare a
stock  dividend  or stock  split on the  outstanding  shares of Common  Stock in
shares of its Common Stock, then the Exercise Price and number of Warrant Shares
shall be  proportionately  adjusted so that the holder of any Warrant  exercised
after such time shall be entitled to receive  the  aggregate  number and kind of
shares which, if such Warrant had been exercised immediately prior to such time,
he would have owned upon such exercise and been entitled to receive by virtue of
such dividend.

            (b) In the event that the Corporation shall at any time subdivide or
combine the outstanding shares of the Common Stock, the Exercise Price,  initial
or adjusted,  in effect  immediately  prior to such  subdivision  or combination
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.

            (c)  In  the   event  of  any   capital   reorganization,   sale  of
substantially  all  the  assets  of  the  Corporation,  share  exchange  or  any
reclassification  of the shares of Common Stock of the Corporation,  or in event
of any  consolidation  with or merger of the  Corporation  into or with  another
corporation,  then as a part  of  such  reorganization,  sale,  share  exchange,
reclassification,  consolidation or merger,  as the case may be, provision shall
be made so that the registered owner of the Warrant  evidenced hereby shall have
the right thereafter to receive upon the exercise thereof the kind and amount of
shares  of  stock or other  securities  or  property  which he would  have  been
entitled to receive if immediately  prior to such  reorganization,  sale,  share
exchange,  reclassification,  consolidation or merger, he had held the number of
Warrant  Shares  which  were then  issuable  upon the  exercise  of the  Warrant
evidenced  hereby,  so that the provisions set forth (including  provisions with
respect to adjustments of the Exercise Price) shall thereafter be applicable, as
nearly  as  reasonably  may be,  in  relation  to any  shares  of stock or other
property thereafter deliverable upon the exercise of the Warrant.

            (d) If the Corporation at any time makes any spin-off, split-off, or
distribution  of  assets  upon  or  with  respect  to  its  Common  Stock,  as a
liquidating or partial liquidating  dividend,  spin-off,  or by way of return of
capital,  or other than as  dividend  payable  out of  earnings  or any  surplus
legally  available  for  dividends  under the laws of the State of  Nevada,  the
holder of each Warrant then outstanding shall, upon the exercise of the Warrant,
receive,  in addition to the shares of Common Stock then issuable on exercise of
the Warrant,  the amount of such assets or other  property (or, at the option of
the  Corporation,  a sum  equal  to  the  value  thereof  at  the  time  of  the
distributions) which would have been payable to such holder had he exercised the
Warrant immediately prior to the record date for such distribution.

            (e) Upon each  adjustment  to the Exercise  Price,  the Holder shall
thereafter be entitled to purchase,  at the Exercise  Price  resulting from such
adjustment,  the number of Warrant Shares  obtained by multiplying  the Exercise
Price in effect  immediately  prior to such  adjustment by the number of Warrant
Shares  purchasable  pursuant hereto  immediately prior to such adjustment,  and
dividing  the  product  thereof  by  the  Exercise  Price  resulting  from  such


                                       8
<PAGE>

adjustment.  No  fractional  shares of  Common  Stock  shall be issued  upon the
exercise of the Warrant.  The Corporation shall round all fractional shares down
to the next whole share.

            (f) If any change in the outstanding  Common Stock of the Company or
any other event  occurs as to which the other  provisions  of this Section 7 are
not strictly  applicable or if strictly  applicable would not fairly protect the
purchase rights of the Holder in accordance with such provisions, then the Board
of Directors of the Company  shall make an adjustment in the number and class of
shares issuable under the Warrant, the Exercise Price or the application of such
provisions,  so as to protect such purchase rights as aforesaid.  The adjustment
shall be such as will  give the  Holder  upon  exercise  for the same  aggregate
Exercise  Price  the total  number,  class and kind of  shares,  capital  stock,
securities  and other  property  as it would  have  owned had the  Warrant  been
exercised  for Warrant  Shares  prior to the event and had it  continued to hold
such Warrant Shares until after the event requiring adjustment.

      8. Rights as  Stockholder.  As a holder of this Warrant,  the Holder shall
not be  entitled  to vote or  receive  distributions  or be deemed the holder of
Warrant  Shares or any other  securities  of the Company that may at any time be
issuable on the exercise  hereof for any purpose,  nor shall anything  contained
herein be construed to confer upon the Holder,  as such,  any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof,  or to give or
withhold  consent to any corporate  action  (whether upon any  recapitalization,
issuance  of  shares,   reclassification  of  shares,   consolidation,   merger,
conveyance,  or  otherwise)  or to  receive  notice of  meetings,  or to receive
distributions or subscription  rights or otherwise until this Warrant shall have
been exercised as provided herein.

      9. Transfer of Warrant.

            (a) Warrant  Register.  The Company  will  maintain a register  (the
"Warrant Register") containing the names and addresses of the Holder or Holders.
Any Holder of this  Warrant or any  portion  thereof  may change its  address as
shown on the Warrant  Register by written notice to the Company  requesting such
change. Any notice or written communication required or permitted to be given to
the  Holder  may be  delivered  or given by mail to such  Holder as shown on the
Warrant  Register and at the address shown on the Warrant  Register.  Until this
Warrant is transferred on the Warrant  Register of the Company,  the Company may
treat the Holder as shown on the Warrant  Register as the absolute owner of this
Warrant for all purposes, notwithstanding any notice to the contrary.

            (b)  Transferability and  Nonnegotiability of Warrant.  This Warrant
may not be transferred or assigned in whole or in part without  compliance  with
all  applicable  federal and state  securities  laws by the  transferor  and the
transferee  (including  the delivery of  investment  representation  letters and
legal opinions reasonably  satisfactory to the Company, if such are requested by
the  Company).  Subject  to the  provisions  of this  Warrant  with  respect  to
compliance  with the  Securities  Act of 1933, as amended (the "Act"),  title to
this Warrant may be  transferred  by  endorsement  (by the Holder  executing the
Assignment  Form annexed hereto as Annex B) and delivery in the same manner as a
negotiable instrument transferable by endorsement and delivery.


                                       9
<PAGE>

            (c)  Exchange  of Warrant  Upon a  Transfer.  On  surrender  of this
Warrant for exchange,  properly  endorsed on the Assignment  Form and subject to
the provisions of this Warrant with respect to compliance  with the Act and with
the  limitations on assignments  and transfers  contained in this Section 9, the
Company  at its  expense  shall  issue to or on the  order  of the  Holder a new
warrant or warrants  of like  tenor,  in the name of the Holder or as the Holder
(on payment by the Holder of any applicable  transfer taxes) may direct, for the
number of Warrant Shares issuable upon exercise hereof.

            (d) Compliance with Securities Laws.

                  (i)  The  Holder  of  this  Warrant,   by  acceptance  hereof,
            acknowledges  that this Warrant and the Warrant  Shares to be issued
            upon exercise  hereof are being acquired solely for the Holder's own
            account  and  not  as  a  nominee  for  any  other  party,  and  for
            investment,  and that the Holder will not offer,  sell or  otherwise
            dispose of this  Warrant  or any  Warrant  Shares to be issued  upon
            exercise hereof except under circumstances that will not result in a
            violation of the Act or any state  securities laws. Upon exercise of
            this Warrant, the Holder shall, if requested by the Company, confirm
            in writing, in a form satisfactory to the Company,  that the Warrant
            Shares so purchased are being  acquired  solely for the Holder's own
            account and not as a nominee for any other  party,  for  investment,
            and not  with a view  toward  distribution  or  resale  and that the
            Holder is an "accredited  investor" as defined in Section 501 of the
            regulations  adopted  under the Act and that the  Warrant  Shares so
            purchased may be issued without registration under the Act and under
            applicable state securities laws.

                  (ii) All Warrant  Shares  issued upon exercise  hereof,  if in
            certificated  form,  shall be stamped or imprinted  with a legend in
            substantially the following form (in addition to any legend required
            by state securities laws):

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR  ANY  APPLICABLE  STATE
            SECURITIES  LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN
            THE ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION  THEREFROM  UNDER
            SAID ACT AND APPLICABLE LAWS.

            (e) The Warrant shall not be transferred by the Holder,  in whole or
in part, unless a convertible  promissory note in a ratable principal amount (to
that of the Note held by the Holder),  and on the same other terms as such Note,
is also transferred.

      10. Amendments.

            (a)  This  Warrant  and any term  hereof,  may be  changed,  waived,
discharged  or  terminated  only by an  instrument  signed by the Holder and the
Company.


                                       10
<PAGE>

            (b) No  waivers  of,  or  exceptions  to,  any  term,  condition  or
provisions of this Warrant, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing  waiver of any such term,  condition or
provision.

      11. Miscellaneous.

            (a) This Warrant  shall be governed by and  construed in  accordance
with the laws of the Commonwealth of Kentucky, without reference to the conflict
of law principles thereof.

            (b) This Warrant shall bind the Company, its successors and assigns,
and shall  benefit and bind the Holder,  the Holder's  successors  and permitted
assigns.

            (c) The Section  headings in this Warrant have been included  solely
for ease of  reference  and shall not be  considered  in the  interpretation  or
construction of this Warrant. All references in this Warrant to "Sections" shall
be construed as references to numbered Sections of this Warrant.

            (d) Any notice or delivery  required or  permitted  by this  Warrant
shall be deemed  given or made for all  purposes  of this  Warrant  when (1) the
notice is in writing, and (2) the notice or the delivery is delivered by hand or
is mailed  by  registered  mail,  return  receipt  requested,  addressed  to the
intended  recipient  at (A) in  the  Company's  case,  the  Company's  principal
executive office, or (B) in the Holder's case, the Holder's address as set forth
in the Company's records or at such other address as the Holder may designate by
written notice to the Company.

                                  [END OF TEXT]


                                       11
<PAGE>

      IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized as of December __, 2007.

      12.

                              BEACON ENTERPRISE SOLUTIONS GROUP INC.,
                              a Nevada corporation

                              By:
                                 -----------------------------------------------
                                 Bruce Widener, Chief Executive Officer


                                       12
<PAGE>

                                     Annex A

                               NOTICE OF EXERCISE

To: __________

      (1)______The undersigned hereby (A) elects to purchase _____ shares of the
Common Stock of Beacon  Enterprise  Solutions Group Inc., a Nevada  corporation,
pursuant to the provisions of the attached Warrant, and tenders herewith payment
of the purchase price for such shares in full.

      (2)______In  exercising this Warrant,  the undersigned hereby confirms and
acknowledges  that the  Shares  to be  issued  upon  exercise  hereof  are being
acquired  solely for the account of the undersigned and not as a nominee for any
other party, and for investment,  and that the undersigned will not offer,  sell
or otherwise dispose of any such Shares except under circumstances that will not
result  in a  violation  of the  Securities  Act of  1933,  as  amended,  or any
applicable state securities laws.


                                           -------------------------------------
                                           (Name)


-----------------------                    -------------------------------------
(Date)                                     (Signature)


                                       13
<PAGE>

                                     Annex B

                                 ASSIGNMENT FORM

      FOR VALUE  RECEIVED,  the  undersigned  registered  owner of this  Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the undersigned  under the within Warrant,  with respect to the number
of shares set forth below:

Name of Assignee                                                   Address

                                                                   No. of Shares

      The undersigned also represents that, by assignment  hereof,  the Assignee
acknowledges  that this Warrant and the shares to be issued upon exercise hereof
are being acquired for investment and that the Assignee will not offer,  sell or
otherwise  dispose  of this  Warrant or any  shares to be issued  upon  exercise
hereof  except under  circumstances  which will not result in a violation of the
Securities Act of 1933, as amended, or any state securities laws.

Date:
     ---------------

                                           -------------------------------------
                                           Signature of Holder