Exhibit 10.03 




August 19, 2008 



Dr. John D. Rhodes, III 



Dear Dr. Rhodes: 



This letter amends and restates the
terms of the put right (the “Put Right”) granted by you to the Company on May 15, 2008. 



Upon each written request by the
Company, which request shall first be authorized by the unanimous consent of the Board of
Directors of the Company, upon a finding by the Board of Directors that the Company has
no other financing options available to it, you agree to purchase shares of Common Stock
of the Company, at the purchase price per share and upon the same other terms as the most
recent sale of shares of Common Stock of the Company to third party in a transaction
intended to raise capital; provided, however, the aggregate purchase price of all shares
purchased pursuant to the Put Right shall not exceed $3,000,000.00 (the “Put Amount”).  


The Put Amount shall decrease by $1.00 for each $1.00 of gross proceeds received
by the Company from and after the date hereof from the sale of equity
securities. 



In consideration of your agreement
to the terms hereof, the Company will issue a five-year warrant to purchase 100,000
shares of Common Stock at an exercise price of $1.00 per share as soon as practicable
after your execution hereof. 



In addition, as set forth in May 15
letter describing the Put Right, you will receive a five-year warrant to purchase shares
of Common Stock (the “Warrant”) at an exercise price of $1.00 per share. The number of
shares subject to the Warrant shall be equal to 33,333 for each month (or portion
thereof) that elapses from May 15, 2008 until the full termination of the Put Right. The
Company shall issue and deliver the Warrant for all such earned Common Stock on December
31, 2008 or termination of the Put Right. 



The Put Right shall immediately
terminate upon December 31, 2008 or upon certain events of default, including
acceleration of other indebtedness in an amount greater than $25,000, judgments against
the Company in net amount greater than $25,000, and insolvency or bankruptcy or similar
proceedings. Additionally, this Put Right may be terminated by the mutual consent of the
Company and you. After an event of default or other termination of the Put Right, you
will have no further obligations to purchase shares of Common Stock under the Put Right. 



Finally, in consideration of the
value being conferred to the Company by the extension of the Put Right, which will
benefit Bruce Widener and Brook Street Enterprises LLC as stockholders of the Company,
each of Bruce Widener and Brook Street Enterprises, LLC, agrees that, upon the  






 
	 	
	 












exercise of the Put Right in whole
or in part by the Company, you shall have the right to purchase up to 1,285,000 shares of
Common Stock from Bruce Widener and up to 370,425 shares of Common Stock from Brook
Street Enterprises, LLC for a purchase price of $0.01 per share. 



If these terms are acceptable to
you, please indicate your consent by signing below. 



	   	
      Sincerely, 

      

	 	 
	 	/s/ Bruce Widener
      

    
	 	Bruce Widener, Chief
Executive Officer 

      Beacon
Enterprise Solutions Group, Inc.
	 	 
	 	/s/ Bruce Widener
      

    
	 	Bruce Widener
	 	 
	 	/s/ Richard Hughes
      

    
	 	
      Richard Hughes, Manager
                                                              

        Brook Street Enterprises,
LLC 

      



ACKNOWLEDGED AND AGREED: 




/s/ John D. Rhodes III
                   



John D. Rhodes, III