Exhibit 10.01 




July 30, 2008  



Allen  Partners 
7700 Congress
 Avenue,  Suite 3207 
Boca Raton,  FL 33487 



Ladies and Gentlemen: 



This letter is being delivered to
you in connection with the Placement Agency Agreement (the “Placement Agency
Agreement”) between Beacon Enterprise Solutions Group, Inc., a Nevada corporation (the
“Company”) and Allen Partners (“Allen Partners”) relating to the private offering
of up to 3,750,000 units ($3,000,000), with each unit (a “Unit”) being offered
and sold at $0.80 per Unit. Each Unit shall consist of (i) I share of the Company’s
common stock, $0.001 par value (“Common Stock”) per share (each, a “Share” and
collectively, the “Shares”) and (ii) warrants (each, a “Warrant” and
collectively, the “Warrants”) to purchase 0.50 shares of Common Stock (the “Warrant
Shares”) at an initial exercise price equal to $1.00 per share. The Units are being
offered to “accredited investors” as such term is defined in Regulation D promulgated
under the Securities Act of 1933, as amended, pursuant to the Private Placement
Memorandum dated July 25, 2008, as the same may be supplemented from time to time
(the “Memorandum”).  



As a condition of the  consummation
 of the  Offering,  the  undersigned  hereby agrees that the  undersigned or its assigns
will not,  without the prior consent of Allen Partners, which consent shall not be
unreasonably withheld,  during the period  beginning  as of the date  hereof and ending
 upon the earlier of (i) 90 days following the  effectiveness of the initial resale
 registration  statement that is filed pursuant to the  Registration  Rights  Agreement
and (ii) 270 days from the Final Closing (l) offer, pledge,  announce the intention to
sell, sell, contract to sell,  sell any option or contract to purchase,  purchase any
option or  contract  to sell,  grant any  option,  right or  warrant  to  purchase,  or
otherwise  transfer or dispose of, directly or indirectly,  any shares of common stock
 of the  Company  held by the  undersigned  (the  “Common  Stock”)  or any securities
 convertible into or exercisable or exchangeable for Common Stock or; (2)  enter  into
any swap,  option,  future,  forward  or other  agreement  that transfers, in whole or in
part, any of the economic consequences of ownership of the  Common  Stock or any
 securities  of the  Company  which are  substantially similar to the Common Stock. The
foregoing shall not restrict transfers to (i) a trust for the benefit of the  undersigned
 or to any immediate  family member of the  undersigned  (spouse,  father,  mother,
 sister,  brother,  son,  daughter, grandson  and/or  granddaughter)  or a trust for the
benefit of any such person, but in each  case  only  if,  prior to any  transfer,  the
 proposed  transferee delivers its  irrevocable  proxy to the  undersigned  granting  the
 undersigned exclusive  voting rights with respect to the shares to be  transferred or
(ii) a corporation or other entity controlled by the undersigned. 



In addition,  the undersigned
 hereby agrees to consult with Allen Partners with regard to any private sales the
 undersigned  may wish to consummate  while this agreement is in 





 
	 	
	 











effect and,  provided that Allen
 Partners  consents to a proposed  private sale (such consent not to be unreasonable
withheld), the undersigned will offer Allen Partners the exclusive  opportunity to
purchase or sell such securities on terms at least as favorable to the undersigned as
they can secure  elsewhere.  If Allen Partners  fails  to  accept  in  writing  any  such
 proposal  for  sale  by the undersigned  within three (3) business days after receipt of
a notice containing such  proposal and provided  that Allen  Partners has consented to
such proposed sale,  then Allen Partners shall have no claim or right with respect to any
such sales contained in any such notice. If, thereafter, such proposal is modified in any
material  respect,  the  undersigned  shall adopt the same procedure as with respect to
the original proposal. 




	   	
      Yours very truly,  

      

	 	 
	 	/s/ Bruce Widener
      

    
	 	
      Bruce Widener  

        15312 Champion Lakes
Place  

        Louisville, KY 40245