Exhibit 10.8

                               SECURITY AGREEMENT

      This SECURITY  AGREEMENT (this "Agreement") is made and entered into as of
this ____ day of December 2007, by and among BEACON  ENTERPRISE  SOLUTIONS GROUP
INC., an Indiana corporation (the "Buyer"), and CETCON INCORPORATED  ("CETCON"),
an Ohio corporation (the "Secured Party").

                                 R E C I T A L S

      A. The  Buyer  and the  Secured  Party  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 the Secured
Party and has issued Secured  Promissory  Notes (the "Secured Notes") in partial
payment therefor.  The Purchase  Agreement and the Secured Notes 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 the Secured Party's  consummation of the transactions
contemplated  by the  Purchase  Agreement,  the Buyer has agreed to grant to the
Secured Party 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 the Secured  Party under the Secured Notes issued to the Secured
Party.  The  security  interest  granted  hereby  shall not  extend to any other
obligations  of the Buyer to the  Secured  Party or their  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 the  Secured  Party a
security interest in the contracts and accounts  representing the revenue stream
acquired  from  CETCON  under  the  Purchase  Agreement  and in  any  additional
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


<PAGE>

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 than Secured Party, 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 the
Secured Parties 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 the
Secured  Party and do  everything  necessary or expedient to preserve or perfect
the security interest of the Secured Party;

            (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  the  Secured  Party'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  the  Secured  Party in  making  such
inspection; and

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


<PAGE>

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

            (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,
the Secured  Party 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 the Secured Party, 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 the Secured Party'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 the Secured Party unless in writing signed by
the Secured Party. 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. THE SECURED PARTY HEREBY ELECTS AND APPOINTS KENNETH
E. KERR TO ACT AS THE EXCLUSIVE AGENT ("COLLATERAL AGENT") FOR THE SECURED PARTY
FOR THE PURPOSES OF (A)  EXERCISING THE RIGHTS AND REMEDIES OF THE SECURED PARTY
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

<PAGE>

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
THE SECURED PARTY, AS SECURITY FOR THE RESPECTIVE  OBLIGATIONS VALID,  PERFECTED
LIENS  ON  ALL  OF  THE  COLLATERAL,   AND  (C)  RECEIVING   NOTICES  AND  OTHER
COMMUNICATIONS  FROM THE BUYER AND PROVIDING  NOTICES TO THE SECURED PARTY,  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 THE SECURED PARTY.

      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 the Secured
Party.  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.  The Secured Party 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.


<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]

<PAGE>

                                   SCHEDULE 1

                                  [ATTACHMENT]

<PAGE>

                             SECURED PROMISSORY NOTE

$600,000.00                                        December 20, 2007

      FOR VALUE  RECEIVED,  Beacon  Enterprise  Solutions Group Inc., an Indiana
corporation (the "Buyer"),  promises to pay to the order of CETCON, Incorporated
(the "Holder") the principal sum of Six Hundred  Thousand  Dollars and 00/100 ($
600,000.00)  (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 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 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 $ 12,165.84,  to the Holder on the 15th of
each month,  commencing  January  20, 2008 and ending on December  20, 2012 (the
"Maturity Date").

            (b) In the event that on  December  20,  2008,  the  actual  revenue
generated by the  Collateral  during the period  commencing on December 20, 2007
and  ending  on  October  31,  2008  (the  "Actual  Revenue")  is  less  than  $
2,000,000.00 (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 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 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.

<PAGE>

            (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
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. The
Buyer shall make additional principal payments equal to three (3) percent of the
net amount  received by Buyer from any  capital  raised in excess of $ 1,000,000
after the closing date.

      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.

                  (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 faith by appropriate  legal or  administrative  proceedings,  and in any
such case as to which the

<PAGE>

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.

<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.

<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]