PROMISSORY NOTE

BEACON ENTERPRISE SOLUTIONS GROUP INC
124 N 1ST STREET

FIRST SAVINGS BANK, F.S.B.
501 EAST LEWIS & CLARK PARKWAY,
CLARK COUNTY

LOUISVILLE KY 40202

CLARKSVILLE, IN 47129

Line of Credit No.

0379000032

Date

08-29-2008

BORROWER'S NAME AND ADDRESS

LENDER'S NAME AND ADDRESS

Max. Credit Amt.

100,000.00

"I" includes each borrower above,
jointly and severally.

"You" means the lender, its successors
and assigns.

Loan Ref. No.

0379000032

1.

AMOUNT: This line of credit is:

|X|

OBLIGATORY: You may not refuse to make a loan to me under this line of credit unless one of the following occurs:

a.

I have borrowed the maximum amount available to me;

b.

This line of credit has expired;

c.

I have defaulted on the note (or notes) which show my indebtedness under this line of credit;

d.

I have violated any term of this line of credit or any note or other agreement entered into in connection with this line of credit;

e.

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________.

|_|

DISCRETIONARY: You may refuse to make a loan to me under this line of credit once the aggregate outstanding advances equal or exceed ____________________________________________ $ __________________________.

|X|

OPEN-END (Business or Agricultural only): I may borrow up to the maximum amount of principal more than one time.

|_|

CLOSED-END: I may borrow up to the maximum only one time.

2.

PROMISSORY NOTE: I will repay any advances made according to this line of credit agreement as set out in the promissory note, I signed on 08-29-2008, or any note(s) I sign at a later time which represent advances under this agreement. The note(s) set(s) out the terms relating to maturity, interest rate, repayment and advances. If indicated on the promissory note, the advances will be made as follows: A SIGNED AUTHORIZATION BY BRUCE W. WIDENER OR ROBERT R. MOHR AND AN AVAILABLE BALANCE.

3.

RELATED DOCUMENTS: I have signed the following documents in connection with this line of credit and note(s) entered into in accordance with this line of credit:

|X|

security agreement dated 09-29-2008

|X|

UCC-1 DATED 08-29-2008

|_|

mortgage dated

|_|

|_|

guaranty dated

|_|

4.

REMEDIES: If I am in default on the note(s) you may:

a.

take any action as provided in the related documents;

b.

without notice to me, terminate this line of credit.

     By selecting any of these remedies you do not give up your right to later use any other remedy. By deciding not to use any remedy should I default, you do not waive your right to later consider the event a default, if it happens again.

5.

COSTS AND FEES: If you hire an attorney to enforce this agreement I will pay your reasonable attorney's fees, where permitted by law. I will also pay your court costs and costs of collection, where permitted by law.

6.

COVENANTS: For as long as this line of credit is in effect or I owe you money for advances made in accordance with the line of credit, I will do the following:

a.

maintain books and records of my operations relating to the need for this line of credit;

b.

permit you or any of your representatives to inspect and/or copy these records;

c.

provide to you any documentation requested by you which support the reason for making any advance under this line of credit;

d.

permit you to make any advance payable to the seller (or seller and me) of any items being purchased with that advance;

e.

___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________.

7.

NOTICES: All notices or other correspondence with me should be sent to my address stated above. The notice or correspondence shall be effective when deposited in the mail, first class, or delivered to me in person.

8.

MISCELLANEOUS: This line of credit may not be changed except by a written agreement signed by you and me. The law of the state in which you are located will govern this agreement. Any term of this agreement which is contrary to applicable law will not be effective, unless the law permits you and me to agree to such a variation.

FOR THE LENDER

SIGNATURES: I AGREE TO THE TERMS OF THIS LINE OF CREDIT. I HAVE RECEIVED A COPY ON TODAY'S DATE.

DONALD ALLEN

BRUCE W. WIDENER, CEO/SECRETARY

Title VICE PRESIDENT

ROBERT R. MOHR, CHIEF ACCOUNTING OFFICER

CLARKSVILLE, 

INDIANA

(City)

(State)

A.

If this |_| is checked, the Undersigned guarantees to Lender the payment and performance of the debt, liability or obligation of Borrower to Lender evidenced by or arising out of the following: ______________________________________________________ and any extensions, renewals or replacements thereof (hereinafter referred to as the "Indebtedness").

B.

If this |X| is checked, the Undersigned guarantees to Lender the payment and performance of each and every debt, liability and obligation of every type and description which Borrower may now or at any time hereafter owe to Lender (whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several, or joint and several; all such debts, liabilities and obligations being hereinafter collectively referred to as the "Indebtedness"). Without limitation, this guaranty includes the following described debt(s): ______________________________________________________________________