BEACON SOLUTIONS 2008 LONG TERM INCENTIVE PLAN Section 1. Establishment and Purpose.

Exhibit 10.1

BEACON SOLUTIONS
2008 LONG TERM INCENTIVE PLAN

Section 1. Establishment and Purpose.

     Beacon Enterprise Solutions Group, Inc., a Nevada corporation (the “Company”), hereby establishes this long term incentive plan to be named the Beacon Solutions 2008 Long Term Incentive Plan for certain employees of the Group (as defined below) and non-employee directors of the Company. The purpose of the Plan is to encourage certain employees of the Group and non-employee directors of the Company to acquire Stock of the Company or to receive monetary payments based on the value of such stock or based upon achieving certain goals on a basis mutually advantageous to such employees and non-employee directors and the Company and thus provide an incentive for continuation of the efforts of employees and non-employee directors for the success of the Company and for continuity of service.

Section 2. Definitions.

     Whenever used herein, the following terms shall have the respective meanings set forth below:

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Section 3. Administration.

     The Plan will be administered by the Committee. The determinations of the Committee shall be made in accordance with their judgment as to the best interests of the Company and its stockholders and in accordance with the purpose of the Plan. A majority of members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee, by a writing signed by a majority of the Committee members. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever.

     Subject to compliance with Code Section 409A, the Committee may offer to buy out an Award previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participant at the time such offer is made.

     The Committee may designate employees of the Group and professional advisors to assist the Committee in the administration of the Plan and, to the extent permitted by applicable law and applicable exchange rules, may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.

Section 4. Shares Reserved Under the Plan.

     There is hereby reserved for issuance under the Plan an aggregate of 1,000,000 shares of Stock (subject to any increase or decrease pursuant to Section 13); provided, however, that notwithstanding the foregoing, no more than 200,000 shares of Stock (subject to any increase or decrease pursuant to Section 13) whether subject to Options, Stock Appreciation Rights, Awards of Restricted Stock or Performance Awards denominated in shares of Stock may be granted in any one fiscal year to any one single Participant and the maximum aggregate payout (determined as of the end of the applicable performance period) with respect to Awards of Performance Shares granted in any one fiscal year to any one single Participant shall not exceed $500,000 in value.

     Stock underlying outstanding Options, Stock Appreciation Rights or Performance Awards will be counted against the Plan maximum while such Options or Performance Awards are outstanding. Shares underlying expired, canceled or forfeited Awards (except Restricted Stock) may be added back to the Plan maximum, subject to the provisions of Section 10. When the exercise price of an Option is paid by delivery of shares of Stock, the number of shares available for issuance under the Plan shall continue to be reduced by the gross (rather than the net) number of shares issued pursuant to such exercise, regardless of the number of shares surrendered in payment. Restricted Stock issued pursuant to the Plan will be counted against the Plan maximum while outstanding even while subject to restrictions and following forfeiture.

     If any Award is cancelled (or is amended in a way that is treated as a cancellation), the shares related to the cancelled Award shall count against the above maximum limitations for the applicable fiscal year.

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Section 5. Participants.

     Participants will consist of such Employees of the Group as the Committee in its sole discretion determines have a major impact on the success and future growth and profitability of the Company and Non-Employee Directors. Designation of a Participant in any year shall not require the Committee to designate such person to receive an Award in any other year or to receive the same type or amount of Award as granted to the Participant in any other year or as granted to any other Participant in any year. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards. Only Employees of the Group may be granted Incentive Stock Options under the Plan.

Section 6. Types of Awards.

     The following Awards may be granted under the Plan: (a) Incentive Stock Options; (b) Nonqualified Stock Options; (c) Stock Appreciation Rights; (d) Restricted Stock; and (e) Performance Awards; all as described below. Except as specifically limited herein, the Committee shall have complete discretion in determining the type and number of Awards to be granted to any Participant, and the terms and conditions which attach to each Award, which terms and conditions need not be uniform as between different participants. All Awards shall be evidenced in writing and shall be subject to the terms and conditions of the Plan.

Section 7. Date of Granting Awards.

     All Awards granted under the Plan shall be granted as of an Award date, as determined by the Committee. Promptly after each Award date, the Company shall notify the Participant of the grant of the Award, and shall deliver to the Participant an Award agreement, duly executed by and on behalf of the Company, with the request that the Participant execute and return the Award agreement within thirty days (or such other period determined by the Committee) after the date of delivery by the Company of the Award agreement to the Participant. If the Participant shall fail to execute and return the written Award agreement within such period, his or her Award shall be automatically terminated, except that if the Participant dies within such period such Award agreement shall be effective notwithstanding the fact that it has not been signed prior to death.

Section 8. Incentive Stock Options.

     Incentive Stock Options shall consist of options to purchase shares of Stock at purchase prices not less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of a share of Stock on the date of grant of the Incentive Stock Option. The purchase price may be paid by check or, in the discretion of the Committee, by the delivery of shares of Stock then owned by the Participant, by cashless exercise or such other method acceptable to the Committee. Unless otherwise provided in the Award agreement, Incentive Stock Options will be exercisable not earlier than six months and not later than ten years (or, five years in the case of an Incentive Stock Option granted to a Ten Percent Stockholder) after the date

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they are granted and, except as provided below, will terminate three months after Termination of Employment for any reason other than death or Disability. Unless otherwise provided in the Award agreement, in the event Termination of Employment occurs as a result of death or Disability, the vested portion of the Option will be exercisable for 12 months after such termination. Unless otherwise provided in the Award agreement, if the Participant dies within 12 months after Termination of Employment by reason of Disability, then the period of exercise following death with respect to then vested Options shall be the remainder of the 12-month period, or three months, whichever is longer. Unless otherwise provided in the Award agreement, if the Participant dies within three months after Termination of Employment for any other reason, then the period of exercise following death with respect to then vested Options shall be three months. Notwithstanding anything herein to the contrary, in no event shall any Incentive Stock Option be exercised more than ten years after its grant (or, five years in the case of an Incentive Stock Option granted to a Ten Percent Stockholder). The aggregate Fair Market Value (determined as of the time an Option is granted) of the Stock with respect to which an Incentive Stock Option is exercisable for the first time during any calendar year (under all option plans of the Group) shall not exceed $100,000 per Participant. Unless provided otherwise in the Award agreement, Incentive Stock Options that are not exercisable at the time of Termination of Employment for any reason shall immediately terminate. Unless provided otherwise in the Award agreement, upon a Participant’s Termination of Employment for Cause all outstanding Incentive Stock Options (whether vested or unvested) shall immediately terminate.

Section 9. Nonqualified Stock Options.

     Nonqualified Stock Options shall consist of nonqualified options to purchase shares of Stock at purchase prices not less than 100% of the Fair Market Value of a share of Stock on the date of grant of the Nonqualified Stock Option. The purchase price may be paid by check or, in the discretion of the Committee, by the delivery of shares of Stock then owned by the Participant, by cashless exercise or such other method acceptable to the Committee. Notwithstanding anything herein to the contrary, Nonqualified Stock Options will be exercisable as provided in the Award agreement except that such options will not be exercisable later than ten years after the date they are granted. Unless provided otherwise in the Award agreement, Nonqualified Stock Options that are not exercisable at the time of Termination of Employment or Termination of Directorship for any reason shall immediately terminate. Unless provided otherwise in the Award agreement, upon a Participant’s Termination of Employment or Termination of Directorship for Cause all outstanding Nonqualified Stock Options (whether vested or unvested) shall immediately terminate. Unless provided otherwise in the Award agreement, Nonqualified Stock Options that are exercisable at the time of Termination of Employment or Termination of Directorship shall terminate three months after Termination of Employment or Termination of Directorship for any reason other than death, Retirement or Disability. In the event Termination of Employment or Termination of Directorship occurs as a result of death, Retirement or Disability, the vested portion of the Nonqualified Stock Options will remain exercisable for 12 months after such termination unless provided otherwise in the Award agreement. If the Participant dies during any post-termination exercise period, then the period of exercise following death shall be the remainder of the applicable post-termination exercise period, or three months,

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whichever is longer unless provided otherwise in the Award agreement but not longer than the end of the original term of the Option. The Committee shall have the right to determine at the time the Option is granted whether shares issued upon exercise of a Nonqualified Stock Option shall be subject to restrictions, and if so, the nature of the restrictions.

Section 10. Stock Appreciation Rights.

     Stock Appreciation Rights may be granted which, at the discretion of the Committee, may be exercised (1) in lieu of exercise of an Option, (2) in conjunction with the exercise of an Option, (3) upon lapse of an Option, (4) independent of an Option, or (5) each of the above in connection with a previously awarded Option under the Plan. SARs issued to Reporting Persons shall be held for at least six months prior to exercise. If the Option referred to in (1), (2) or (3) above qualified as an Incentive Stock Option pursuant to Section 422 of the Code, the related SAR shall comply with the applicable provisions of the Code and the regulations issued thereunder. At the time of grant, the Committee may impose such conditions on exercise of an SAR (including, without limitation, the right of the Committee to limit the time of exercise to specified periods) as may be required to satisfy the requirements of Rule 16b-3 (or any successor rule), under the Act. Settlement for SARs shall be made in Stock. Unless otherwise provided in the Award agreement, the following will apply upon exercise of an SAR:

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Section 11. Restricted Stock.

     Restricted Stock shall consist of Stock issued or transferred under the Plan (other than upon exercise of Options or as Performance Awards) or as a bonus. Unless otherwise provided in the Award agreement, in the case of any Restricted Stock:

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Section 12. Performance Awards.

The Committee is authorized to grant to Participants Performance Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Stock, including but not limited to, Stock awarded purely as a bonus and not subject to any restrictions or conditions, shares of Stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company, stock

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equivalent units, restricted stock units, deferred stock units, and Awards valued by reference to book value of Stock.

Stock issued on a bonus basis under this Section may be issued for no cash consideration; Stock purchased pursuant to a purchase right awarded under this Section shall be priced, as determined by the Committee in its sole discretion.

For a Performance Award that the Committee determines shall not be designed to comply with the Performance Based Exception, the performance goals shall be established by the Committee. Unless and until the Committee determines that a Performance Award to a Covered Employee shall not be designed to comply with the Performance-Based Exception, any performance goal related to a Performance Award must be established in writing by the Committee prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome of the performance goals is substantially uncertain (but in no event later than after 25% of the period of service to which the performance goal relates has elapsed).

Any Performance Award and any Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its sole discretion.

Unless otherwise provided in the Award agreement, in the event the minimum corporate goal is not achieved at the conclusion of the Performance Period, no payment shall be made to the Participant. Actual payment of the Performance Award earned shall be in cash or in Stock or in a combination of both, in a single sum or in periodic installments, all as the Committee in its sole discretion determines. If Stock is used, the Participant shall not have the right to vote and receive dividends until the goals are achieved and the actual shares are issued. In the event a Reporting Person received a Performance Award which includes Stock, such stock shall not be sold or disposed of for six (6) months following the date of issuance pursuant to such award. In the event a Performance Award is paid in cash instead of Stock, the number of shares reserved for issuance hereunder and the number of shares which may be granted in the form of Restricted Stock or Performance Awards shall be reduced as if shares had been issued The Committee shall certify in writing that any performance goals and any other material terms of a Performance Award have been achieved prior to the actual payment of the Performance Award. Unless otherwise provided in the Award agreement, amounts equal to any dividends declared during the Performance Period with respect to the number of shares of Stock covered by a Performance Share will not be paid to the Participant.

Subject to the applicable provisions of the Award agreement and the Plan, upon a Participant’s Termination of Employment or Termination of Directorship for any reason during the Performance Period, the Performance Awards in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.

Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award and/or waive the deferral limitations for all or any part of such Award.

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Section 13. Adjustment Provisions.

Section 14. Change of Control.

     (a) Except as provided otherwise in this section or in an Award Agreement at the time an Award is granted, notwithstanding anything to the contrary in this Plan:

     (i) if exercise of a Award is required, then in the case of Change in Control events that arise from a merger, consolidation, share exchange or liquidation, each Award requiring exercise that is not exercised at the Change Effective Time shall lapse and all rights thereunder shall be forfeited immediately after the actual consummation (in the case of an agreement which will result in a Change in Control) or the happening of a Change in Control (the “Change Effective Time”), if the Participant holding such Award has received written notice at least 15 days prior to the Change Effective Time that his right to exercise the Award in full has been accelerated and must be exercised before the Change Effective Time to prevent such forfeiture or lapse at the Change Effective Time, or

     (ii) alternatively to subsection (i) above, in the discretion of the Committee, a Participant may be entitled to receive, in lieu of the exercise of any Option or SAR, a cash payment in an amount equal to the difference between the exercise price of the Option or SAR upon the Change Effective Time equal to (A) in the case of a tender offer or cash exchange offer, the final offer price paid per share of Stock, multiplied by the number of shares of Stock covered by the Option or SAR, or (B) in the case of any other Change of Control, the aggregate Fair Market Value of the shares of Stock covered by the Option or SAR (as if fully vested), provided that this discretion shall not be allowed or exercisable if the Committee believes that cash payment would make an Option or SAR subject to and non-compliant with Code Section 409A as “deferred compensation.”

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     (iii) if no exercise of a Award is required (e.g. with respect to Restricted Stock or a Restricted Stock Unit or Performance Share), and subparagraph (b) hereof does not apply, the Award will be nonforfeitable in full immediately before the Change Effective Time.

     (b) Award Substitution Avoids Lapse and Acceleration of Vesting of Awards. In the event outstanding Awards are to be replaced as of the Change Effective Time by comparable types of awards of substantially equivalent value, and such replacement meets the conditions of a modification that would be permitted under Code Section 424 with respect to an Incentive Stock Option (and similar principles for other Awards to avoid them becoming deferred compensation within the meaning of Code Section 409A), Section 3.4(a)’s terms, including acceleration of vesting or exercisability upon a Change in Control or at the Change Effective Time, shall not apply, provided, however, that, with respect to any Participant who incurs a Termination of Service within 12 months following the Change Effective Time, all Awards made prior to the Change of Control shall immediately become fully vested, nonforfeitable and exercisable in full.

     (c) For purposes of the Plan, a “Change of Control” means (i) an event or series of events which have the effect of any “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, other than any trustee or other fiduciary holding securities of the Company under any employee benefit plan of the Company, becoming the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing 45% or more of the combined voting power of the Company’s then outstanding stock other than by an employee benefit plan sponsored by the Company or by a person who owns such a percentage at the Effective Date; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the shareholders of the Company approve a definitive agreement to enter into a merger, consolidation, share exchange or other transaction with or into another company (other than a transaction that would result in the voting securities of the Company outstanding immediately prior to such transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such transaction) or to sell or otherwise transfer all or substantially all of the Company’s assets or to adopt a plan of liquidation. A Change of Control shall also be deemed to occur if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change of Control, or (ii) the Board adopts a resolution to the effect that a Change of Control for purposes of this Plan has occurred. Provided, however, that the Committee may provide in an Award Agreement that it believes may constitute “deferred compensation” pursuant to Code Section 409A, that “Change of Control” will have the meaning given in guidance from the Internal Revenue Service construing that term for purposes of allowable triggers for payment of deferred compensation, and such definition shall apply in all events with respect to Cash Awards.

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Section 15. Nontransferability.

     Unless otherwise provided in an Award agreement, Awards granted under the Plan to a Participant shall not be transferable otherwise than by will or the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order (as defined in Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules promulgated thereunder), and shall be exercisable, during the Participant’s lifetime, only by the Participant. In the event of the death of a Participant, exercise of payment shall be made only:

Section 16. Taxes.

     The Company shall be entitled to withhold the amount of any tax attributable to any amounts payable or shares deliverable under the Plan after giving the person entitled to receive such payment or delivery notice as far in advance as practicable, and the Company shall have the right to deduct any such taxes from any payment of any kind due to the Award recipient. The person entitled to any such delivery may, by notice to the Company at the time the requirement for such delivery is first established, elect to have such withholding satisfied by a reduction of the number of shares otherwise so deliverable (a “Stock Withholding Election”), such reduction to be calculated based on a closing market price on the date of such notice. Reporting Persons may make a Stock Withholding Election either (i) during a Window Period, as to an Option or SAR exercise during such Window Period, or (ii) six months in advance of an Option or SAR exercise, which exercise need not occur during a Window Period, and which election may not be suspended or revoked except by another such election which shall not become effective until six months after it is made.

Section 17. No Right to Employment

     A Participant’s right, if any, to continue to serve the Company and its subsidiaries as a director, officer, employee, or otherwise, shall not be enlarged or otherwise affected by his or her designation as a Participant under the Plan.

     No Award shall be granted more than ten years after the effective date of the Plan, but Awards granted prior to such date may extend beyond that date; provided, however, that the terms and conditions applicable to any Award granted within such period may thereafter be amended or modified by mutual agreement between the Company and the Participant or such other person as may then have an interest therein. Also, by mutual

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agreement between the Company and a Participant hereunder, Options or other Awards may be granted to such Participant in substitution and exchange for, and in cancellation of, any Awards previously granted such Participant under the Plan, subject to compliance with Code Section 409A. To the extent that any Options or other Awards which may be granted within the terms of the Plan would qualify under present or future laws for tax treatment that is beneficial to a recipient, then any such beneficial treatment shall be considered within the intent, purpose and operational purview of the Plan and the discretion of the Committee and to the extent that any such Options or other Awards would so qualify within the terms of the Plan, the Committee shall have full and complete authority to grant Options or other Awards that so qualify (including the authority to grant, simultaneously or otherwise, Options or other Awards which do not so qualify) and to prescribe the terms and conditions (which need not be identical as among recipients) in respect to the grant or exercise of any such Option or other Awards under the Plan. The Board may amend the Plan from time to time or terminate the Plan at any time. However, no action authorized by this paragraph shall adversely impair the rights of a Participant regarding any existing Award. No amendment of the Plan, shall, without approval of the stockholders of the Company (a) increase the total number of shares which may be issued under the Plan (except pursuant to Section 13); (b) change the minimum purchase price, if any (except pursuant to Section 13 hereof), of shares of Stock which may be made subject to Awards under the Plan; or (c) modify the requirements as to eligibility for Awards under the Plan. No amendment shall be effective without stockholder approval if such approval is required in order for the Plan to continue to comply with the applicable rules of any exchange or system on which the Company’s securities are listed or traded, the applicable provisions of Section 162(m) of the Code or, to the extent applicable to Incentive Stock Options, Section 422 of the Code.

Section 18. Shareholder Approval.

     The Plan shall be effective on March 26, 2008, subject to the approval of the Plan by the stockholders of the Company within 12 months before or after adoption of the Plan by the Board in accordance with the laws of the State of Nevada.

Section 19. Governing Law.

     Except to the extent preempted by any applicable federal law, the Plan will be construed and administered in accordance with the laws of the State of Nevada, without reference to the principles of conflicts of law.

Section 20. General Provisions

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EXHIBIT A

PERFORMANCE GOALS

     Performance goals established for purposes of the grant or vesting of Restricted Stock and Performance Awards that are granted to Covered Employees and that are intended to comply with the Performance-Based Exception shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals: (i) enterprise value or value creation targets; (ii) after-tax or pre-tax profits, including without limitation as attributable to continuing and/or other operations of the Company; (iii) operational cash flow or economic value added; (iv) specified objectives with regard to limiting the level of increase in all or a portion of, the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee; (v) earnings per share or earnings per share from continuing operations; (vi) net sales, revenues, net income or earnings before income tax or other exclusions; (vii) return on capital employed or return on invested capital; (viii) after-tax or pre-tax return on stockholder equity; (ix) the fair market value of the shares of the Company’s Stock; (x) the growth in the value of an investment in the Company’s Stock assuming the reinvestment of dividends; (xi) a transaction that results in the sale of stock or assets of the Company; (xii) earnings before interest, taxes plus amortization and depreciation; or (xiii) reduction in expenses. The Committee may also exclude the impact of an event or occurrence which the Committee determines should be appropriately excluded, including: (a) restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (c) a change in tax law or accounting standards required by generally accepted accounting principles.

In addition, performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division or other operational unit or business segment of the Company) performance under one or more of the measures described above relative to the performance of other corporations. The Committee may: (i) designate additional business criteria on which the performance goals may be based or (ii) adjust, modify or amend the aforementioned business criteria.

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Month XX, 20XX

«Title» «First_Name» «Last_Name»
«Company_Name»
«Address_Line_1»
«City», «State» «ZIP_Code»

RE:      Stock Option Award

««GreetingLine»»

     I am pleased to inform you that the Board of Directors of Beacon Enterprise Solutions Group, Inc. has approved an award of stock options to you. The Board of Directors believes that the award of these options gives you a unique opportunity to profit from any increase in the price of the Company’s stock. We believe it is very important for our people to share in the growth and prosperity of our company by being owners of our stock.

     You have been awarded options to purchase «Amount2» shares of Beacon Enterprise Solutions Group, Inc. Common Stock, pursuant to Section 9 of the Beacon Solutions 2008 Long Term Incentive Plan (the “Plan”) and I am delivering to you the enclosed award agreement. Section 7 of the Plan requires that any participant sign and return the original signed agreement within thirty (30) days after the date of mailing or delivery by the Company of the award agreement to the participant. If you do not return the original signed award agreement within thirty (30) days, your award will be automatically terminated. Therefore, please sign and return the enclosed award agreement to me and I will execute it on behalf of the Company and return a copy of the fully executed award agreement to you for your file.

     If you have any questions, please do not hesitate to contact Robert Mohr, at ###-###-####, or me at ###-###-####.

Enclosure

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BEACON SOLUTIONS
     2008 LONG TERM INCENTIVE PLAN
INCENTIVE STOCK OPTION AWARD AGREEMENT

     THIS AGREEMENT, entered into as of the Grant Date (as defined in Section 1), by and between the ________________________ (the “Optionee”) and Beacon Enterprise Solutions Group, Inc. (the “Company”);

     WHEREAS, the Company maintains the Beacon Solutions 2008 Long Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and the Optionee has been selected by the committee administering the Plan (the “Committee”) to receive a Stock Option Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Optionee, as follows:

     Section 21. Terms of Award and Definitions. The following terms used in this Agreement shall have the meanings set forth in this Section 1:

     (a) Covered Shares. The number of “Covered Shares” shall be __________ shares of Stock.

     (b) Date of Termination. The Optionee’s “Date of Termination” shall be the first day occurring on or after the Grant Date on which the Optionee is neither employed by the Company or any Subsidiary; provided that a termination shall not be considered to have occurred while the Optionee is on an approved leave of absence from the Company or a Subsidiary. If, as a result of a sale or other transaction, an Optionee ceases to be an employee of the Company or any Subsidiary (and the Optionee’s employer is or becomes an entity that is separate from the Company or any Subsidiary), the occurrence of such transaction shall be treated as the Optionee’s Date of Termination caused by the Optionee being discharged by the employer.

     (c) Designated Beneficiary. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Optionee in a writing filed with the Committee in such form and at such time as the Committee shall require.

     (d) Disability. The Optionee shall be considered to have a “Disability” if he has incurred a “Disability” as described in the Plan.

     (e) Exercise Price. The “Exercise Price” is $ X.XX per share.

     (f) Grant Date. The “Grant Date” is                      , 2008.

     (g) Immediate Family. “Immediate Family” shall mean the Optionee’s spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren and, for this purpose, shall also include the Optionee.

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Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.

     Section 22. Award and Exercise Price. This Agreement specifies the terms of the option (the “Option”) granted to the Optionee to purchase the number of Covered Shares of Stock at the Exercise Price per share as set forth in Section 1. The Option is intended to constitute an “incentive stock option” as that term is used in Code section 422, and shall be so construed. To the extent that the aggregate fair market value (determined at the time of grant) of Shares with respect to which incentive stock options are exercisable for the first time by the Optionee during any calendar year under all plans of the Company and its affiliates exceeds $100,000, the options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as nonstatutory stock options. It should be understood that there is no assurance that the option will, in fact, be treated as an incentive stock option. To the extent an Option is not treated as an incentive stock option, it shall be treated as a nonstatutory stock option.

     Section 23. Date of Exercise.

     (a) Subject to the limitations of this Agreement, the Option shall be exercisable according to the following schedule, with respect to each installment shown in the schedule on and after the Vesting Date applicable to such installment (each an “Installment”):

     (b) An Installment shall not become exercisable on the otherwise applicable Vesting Date if the Optionee’s Date of Termination occurs on or before such Vesting Date. Notwithstanding the foregoing provisions of this Section 3, the Option shall become exercisable with respect to all of the Covered Shares (to the extent it is not then otherwise exercisable) as follows:

     (i) If the Optionee’s Date of Termination occurs by reason of the Optionee’s death or Disability, the Option shall become fully exercisable upon the Optionee’s Date of Termination; and

     (ii) If the Optionee’s Date of Termination does not occur on or before the Change in Control (as defined in Section 14 of the Plan), the Option shall become fully exercisable upon a Change in Control.

     (c) Otherwise, the Option may be exercised on or after the Date of Termination only as to that portion of the Covered Shares as to which it was

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exercisable immediately prior to the Date of Termination, or as to which it became exercisable on the Date of Termination in accordance with this Section 3.

     (d) As provided in Section 13 of the Plan, and upon the occurrence of any of the conditions listed therein, the Committee in its sole discretion shall make any adjustments as may be appropriate in the number of Covered Shares as to which this Option shall be exercisable and in the option rights granted.

     Section 24. Expiration. The Option shall not be exercisable after the Company’s close of business on the last business day that occurs prior to the Expiration Date. The “Expiration Date” shall be earliest to occur of:

     (a) The ten-year anniversary of the Grant Date (5 years in the case of a 10% or greater shareholder);

     (b) If the Optionee’s Date of Termination occurs by reason of death or Disability, the one-year anniversary of such Date of Termination;

     (c) If the Optionee’s Date of Termination occurs for reasons other than death, Disability, or Cause the 90-day anniversary of such Date of Termination; or

     (d) The date the Optionee is dismissed from the Company for Cause.

     Section 25. Method of Option Exercise.

     (a) Subject to the Agreement and the Plan, the Option may be exercised in whole or in part by filing a written notice in substantially the form attached hereto as Exhibit 1 with the President and Chief Executive Officer prior to the Company’s close of business on the last business day that occurs prior to the Expiration Date. Such notice shall specify the number of shares of Stock which the Optionee elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Optionee’s election.

     (b) Payment shall be by cash or by check payable to the Company, or, alternatively, as follows to the extent permitted by the Committee at the time of exercise:

     (i) all or a portion of the Exercise Price may be paid by the Optionee by delivery of shares of Stock owned by the Optionee and acceptable to the Committee having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required;

     (ii) the Optionee may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise or,

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     (iii) the Optionee may pay the Exercise Price by authorizing the Company to withhold shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would be required to pay the entire Exercise Price and any tax withholding resulting from such exercise.

     (c) The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company.

     Section 26. Withholding. To the extent necessary, Optionee must satisfy his federal, state, and local, if any, withholding taxes imposed by reason of the exercise of the Option either by paying to the Company the full amount of the withholding obligation (i) in cash; (ii) by tendering shares of Stock which are owned by the Optionee prior to the date of exercise having a Fair Market Value equal to the withholding obligation (a “Withholding Election”); (iii) by electing, irrevocably and in writing (also a “Withholding Election”), to have the smallest number of whole shares of Stock withheld by the Company which, when multiplied by the Fair Market Value of the Stock as of the date the Option is exercised, is sufficient to satisfy the amount of withholding tax; or (iv) by any combination of the above. Optionee may make a Withholding Election only if the following conditions are met:

     (a) The Withholding Election is made on or prior to the date on which the amount of tax required to be withheld is determined (the “Tax Date”) by executing and delivering to the Company a properly completed Notice of Withholding Election in substantially the form attached hereto as Exhibit 2; and

     (b) Any Withholding Election will be irrevocable; however, the Committee may, in its sole discretion, disapprove and give no effect to the Withholding Election.

     Section 27. Transferability.

     (a) Except as otherwise provided in this Section 7, the Option is not transferable other than as designated by the Optionee by will or by the laws of descent and distribution, and during the Optionee’s life, may be exercised only by the Optionee.

     (b) Notwithstanding the foregoing, the Optionee, with the approval of the Committee, may transfer the Option for no consideration to or for the benefit of the Optionee’s Immediate Family (including, without limitation, to a trust for the benefit of the Optionee’s Immediate Family or to a partnership or limited liability company for one or more members of the Optionee’s Immediate Family), subject to such limits as the Committee may establish, and the transferee shall

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remain subject to all the terms and conditions applicable to the Option prior to such transfer.

     (c) The foregoing right to transfer the Option shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with the Option.

     Section 28. Heirs and Successors.

     (a) This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.

     (b) If any rights exercisable by the Optionee or benefits deliverable to the Optionee under this Agreement have not been exercised or delivered, respectively, at the time of the Optionee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan.

     (c) If a deceased Optionee has failed to designate a beneficiary, or if the Designated Beneficiary does not survive the Optionee, any rights that would have been exercisable by the Optionee and any benefits distributable to the Optionee shall be exercised by or distributed to the legal representative of the estate of the Optionee.

     (d) If a deceased Optionee has designated a beneficiary but the Designated Beneficiary dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

     Section 29. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretations of the Agreement by the Committee and any decisions made by it with respect to the Agreement are final and binding on all persons.

     Section 30. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Optionee from the office of the Secretary of the Company. This Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.

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     Section 31. No Employment Contract. The Option will not confer on the Optionee any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Optionee’s employment or other service at any time.

     Section 32. Notices. Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailed but in no event later than the date of actual receipt. Notices shall be directed, if to the Optionee, at the Optionee’s address indicated by the Company’s records, or if to the Company, at the Company’s principal executive office.

     Section 33. Fractional Shares. In lieu of issuing a fraction of a share upon any exercise of the Option, the Company will be entitled to pay to the Optionee an amount equal to the fair market value of such fractional share.

     Section 34. No Shareholder Rights. The Optionee shall not have any rights of a shareholder with respect to the shares subject to the Option, until a stock certificate has been duly issued following exercise of the Option as provided herein.

     Section 35. Amendment. This Agreement may be amended by written agreement of the Optionee and the Company, without the consent of any other person.

     Section 36. Forfeiture. Notwithstanding the foregoing, if, following the Date of Termination, Optionee violates any of Optionee’s post-termination obligations to the Company or any Subsidiary, including, without limitation, any obligation not to compete with the Company or any Subsidiary (regardless of whether such obligation is enforceable under applicable law), not to solicit employees of the Company or any Subsidiary, to maintain the confidentiality on information belonging to the Company or any Subsidiary, or not to disparage the Company or any Subsidiary or any of their affiliates, immediately upon demand by the Company the Optionee shall return to the Company the proceeds from this Award to the extent received by the Optionee on or after one year prior to Date of Termination.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf, all as of the Grant Date.

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EXHIBIT 1

NOTICE OF EXERCISE OF
STOCK OPTION TO PURCHASE STOCK OF
BEACON ENTERPRISE SOLUTIONS GROUP, INC.

Beacon Enterprise Solutions Group, Inc.
Attn: CEO
_____________________

_____________________

Re:      Exercise of Incentive Stock Option

Dear Sir or Madam:

     Subject to acceptance hereof in writing by Beacon Enterprise Solutions Group, Inc. (the “Company”) pursuant to the provisions of the Beacon Solutions 2008 Long-Term Incentive Plan, I hereby give at least ten days but not more than thirty days prior notice of my election to exercise options granted to me to purchase _____ shares of Stock of the Company under the Incentive Stock Option Award Agreement (the “Award”) pursuant to the Beacon Solutions 2008 Long-Term Incentive Plan dated as of December 21, 2007. The purchase shall take place as of ____________, _____ (the “Exercise Date”).

     On or before the Exercise Date, I will pay the applicable purchase price as follows:

     As soon as the stock certificate is registered in my name, please deliver it to me at the above address.

     If the Stock being acquired is not registered for issuance to and resale by the Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the “1933 Act”), I hereby represent, warrant, covenant, and agree with the Company as follows:

     The shares of the Stock being acquired by me will be acquired for my own account without the participation of any other person, with the intent of holding the Stock for investment and without the intent of participating, directly or indirectly, in a distribution of the Stock and not with a view to, or for resale in connection with, any distribution of the Stock, nor am I aware of the existence of any distribution of the Stock;

     I am not acquiring the Stock based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Stock but rather upon an independent examination and judgment as to the prospects of the Company;

     The Stock was not offered to me by means of any publicly disseminated advertisements or sales literature, nor am I aware of any offers made to other persons by such means;

     I am able to bear the economic risks of the investment in the Stock, including the risk of a complete loss of my investment therein;

     I understand and agree that the Stock will be issued and sold to me without registration under any state law relating to the registration of securities for sale, and will be issued and sold in reliance on the exemptions from registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder;

     The Stock cannot be offered for sale, sold or transferred by me other than pursuant to: (A) an effective registration under the 1933 Act or in a transaction otherwise in compliance with the 1933 Act; and (B) evidence satisfactory to the Company of compliance with the applicable securities laws of other jurisdictions. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws;

     The Company will be under no obligation to register the Stock or to comply with any exemption available for sale of the Stock without registration or filing, and the information or conditions necessary to permit routine sales of securities of the Company under Rule 144 under the 1933 Act may not now be available and no assurance has been given that it or they will become

Exhibit 1 - 2

available. The Company is under no obligation to act in any manner so as to make Rule 144 available with respect to the Stock;

     I have and have had complete access to and the opportunity to review and make copies of all material documents related to the business of the Company, including, but not limited to, contracts, financial statements, tax returns, leases, deeds and other books and records. I have examined such of these documents as I wished and am familiar with the business and affairs of the Company. I realize that the purchase of the Stock is a speculative investment and that any possible profit therefrom is uncertain;

     I have had the opportunity to ask questions of and receive answers from the Company and any person acting on its behalf and to obtain all material information reasonably available with respect to the Company and its affairs. I have received all information and data with respect to the Company which I have requested and which I have deemed relevant in connection with the evaluation of the merits and risks of my investment in the Company;

     I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the purchase of the Stock hereunder and I am able to bear the economic risk of such purchase; and

     The agreements, representations, warranties and covenants made by me herein extend to and apply to all of the Stock of the Company issued to me pursuant to this Award. Acceptance by me of the certificate representing such Stock shall constitute a confirmation by me that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.

     I understand that the certificates representing the shares being purchased by me in accordance with this notice shall bear a legend referring to the foregoing covenants, representations and warranties and restrictions on transfer, and I agree that a legend to that effect may be placed on any certificate which may be issued to me as a substitute for the certificates being acquired by me in accordance with this notice.

Exhibit 1 - 3

EXHIBIT 2

NOTICE OF WITHHOLDING ELECTION
INCENTIVE STOCK OPTION AWARD
PURSUANT TO THE BEACON SOLUTIONS
2008 LONG TERM INCENTIVE PLAN

This election relates to the Option identified in Paragraph 3 below. I hereby certify that:

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