Exhibit 10.10

                                 PROMISSORY NOTE

$342,000.00                                             Dated: December 20, 2007
                                                        Louisville, Kentucky

      FOR  VALUE  RECEIVED,  receipt  of which is  hereby  acknowledged,  Beacon
Enterprise Solutions Group, Inc., an Indiana  corporation,  with offices located
at 124 North First Street, Louisville,  Kentucky 40202 (the "Payor") promises to
pay to the order of Strategic Communications,  LLC, a Kentucky limited liability
company,  with offices  located at 1961 Bishop Lane,  Louisville,  Kentucky (the
"Payee,"  which shall  include any holder of this Note at any time),  or at such
other address as Payee may designate  from time to time,  the maximum  principal
sum of Three  Hundred  Forty Two  Thousand  and  00/100  Dollars  ($342,000.00),
together with  interest on the unpaid  balance of principal  hereunder  from the
date hereof until paid.

      This Promissory Note shall be placed into escrow with Miller & Wells PLLC,
as escrow  agent  under  that  certain  Amendment  No. 1 to the  Asset  Purchase
Agreement, by and between Payor and Payee, dated December 20, 2007.

                      Rate of Interest and Its Calculation

      The unpaid balance of principal  outstanding hereunder shall bear interest
at a rate per annum equal the  applicable  Federal short term rate (the "Rate").
Interest  on this Note shall be  computed  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. Upon the occurrence of an Event of Default (as hereinafter defined)
and during the continuance thereof, and after maturity,  including maturity upon
acceleration,  Payee, at its option,  may, if permitted under applicable law, do
one or both of the following:  (i) increase the applicable  Rate under this Note
to the Rate  plus one (1)  percentage  point,  and (ii) add any  unpaid  accrued
interest to the principal and such sum will bear interest  therefrom  until paid
at the rate provided in this Note (including any increased rate). The Rate under
this Note will not exceed the maximum rate permitted by applicable law under any
circumstances.

                           Time and Method of Payment

      Payor shall pay the outstanding  principal amount and all accrued interest
thereon upon the earlier of the final round of the Equity  Financing (as defined
in the October 19, 2007 Private Placement Memorandum circulated by the Payor) or
December 31, 2008 (the "Maturity Date").

      Payor may prepay the outstanding  principal  balance of this Note in whole
or in part at any  time  and  from  time to time  without  premium  or  penalty,
together  with  the  payment  of all  accrued  interest  to  the  date  of  such
prepayment.

               Additional Terms and Conditions of Promissory Note

      1. Each of the following shall constitute an Event of Default hereunder:

            (a) The institution by the Payor of proceedings to be adjudicated as
bankrupt or  insolvent,  or the consent by it to  institution  of  bankruptcy or
insolvency proceedings against it or the filing by it of a petition or answer to
consent seeking  reorganization or release under the federal  Bankruptcy Act, or
any other


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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 of the Payor, or of 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 Payor in furtherance of any such action; or

            (b) If, within sixty (60) days after the  commencement  of an action
against the Payor (and service of process in connection  therewith on the Payor)
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  Payor or all  orders or
proceedings  thereunder  affecting  the  operations or the business of the Payor
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 Payor of any trustee, receiver or liquidator of the Payor
or of  all  or any  substantial  part  of the  properties  of  the  Payor,  such
appointment shall not have been vacated.

      2. Upon the  occurrence  of an Event of  Default,  Payee  may  immediately
exercise any right,  power or remedy  permitted to Payee by law or agreement and
shall have, in particular, without limiting the generality of the foregoing, the
right to declare the entire  principal and all interest  accrued on this Note to
be forthwith due and payable, without any presentment,  demand, protest or other
notice of any kind,  all of which are hereby  expressly  waived by Payor.  Payor
shall be liable for any deficiency remaining after disposition of any collateral
securing this Note.  Payor shall be liable to Payee for all reasonable costs and
expenses of every kind incurred in the making or collection of this Note and all
other amounts payable by Payor to Payee pursuant to the  Agreements,  including,
without limitation,  reasonable attorneys' fees and court costs. These costs and
expenses shall include,  without  limitation,  any costs or expenses incurred by
Payee in any bankruptcy, reorganization, insolvency or other similar proceeding.

      3. No delay or  omission  on the part of  Payee in  exercising  any  right
hereunder  shall  operate as a waiver of such right or of any other  right under
this Note.  A waiver on any one  occasion  shall not be construed as a bar to or
waiver of any such right and/or remedy on any future occasion.

      4. The  obligations  of Payor  under  this Note are  secured by a security
interest  in the  inventory  of the  Payee,  under  the  terms  of the  Security
Agreement of even date herewith between Payor and Payee.

      5.  Payee  shall  give  notice to Payor of the  occurrence  of an Event of
Default, but the failure to do so shall not affect Payee's rights hereunder.

      6.  Unless  otherwise  agreed to, in  writing,  or  otherwise  required by
applicable law, payments will be applied first to accrued, unpaid interest, then
to principal,  and any remaining  amount to any unpaid  collection  costs,  late
charges and other charges; provided, however, upon delinquency or other default,
Payee  reserves  the right to apply  payment  among  principal,  interest,  late
charges,  collection costs and other charges at its discretion.  All prepayments
shall be applied to the indebtedness owing hereunder in such order and manner as
Payee may from time to time determine in its sole discretion.

      7. All rights,  powers,  privileges and immunities herein granted to Payee
shall  extend to its  successors  and assigns and any other legal holder of this
Note. All rights,  powers,  privileges and immunities of Payor hereunder may not
in any way be assigned, transferred or sold.

      8. This Note shall be governed by and  construed  in  accordance  with the
laws of the Commonwealth of Kentucky in all respects.


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      9. Payee is hereby  authorized to record  electronically  or otherwise (i)
the date and amount of each payment or repayment of principal thereof,  and (ii)
such other  information as it deems necessary or appropriate,  and may, if Payee
so elects in connection  with any transfer or enforcement of this Note,  endorse
on a  schedule  forming a part  hereof  appropriate  notation  to  evidence  the
foregoing  information.  Such recordation or endorsement  shall constitute prima
facie  evidence of the  accuracy  of the  information  so recorded or  endorsed;
provided,  however,  the  failure  of Payee to make any such  recordation(s)  or
endorsement(s)  shall not affect the  obligation  of Payor to repay  outstanding
principal,  interest  or any other  amount due  hereunder  or under this Note in
accordance with the terms hereof.

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      Payor has executed  this Note on December  20,  2007,  effective as of the
date and year first above written.

Beacon Enterprise Solutions Group, Inc.

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

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