WAIVER
      AND AMENDMENT NO. 1

    TO

    CREDIT
      AGREEMENT

     

    THIS
      WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”)
      is
      dated as of October 31, 2007, by and among 20/20 TECHNOLOGIES, INC., a Delaware
      corporation (“20/20
      Inc.”),
      20/20
      TECHNOLOGIES I, LLC, a Delaware limited liability company (“20/20
      LLC”),
      CENTREPATH, INC., a Delaware corporation (“Centrepath”),
      FRONTRUNNER NETWORK SYSTEMS, CORP., a Delaware corporation (“Frontrunner”),
      GLOBAL CAPACITY GROUP, INC., a Texas corporation (“Global”),
      NEXVU
      TECHNOLOGIES, LLC, a Delaware limited liability company (“Nexvu”;
      20/20
      Inc., 20/20 LLC, Centrepath, Frontrunner, Global and Nexvu are sometimes
      referred to herein individually as a “Borrower”
and
      collectively as “Borrowers”),
      CAPITAL GROWTH SYSTEMS, INC., a Florida corporation (“CGS”)
      and
      MAGENTA NETLOGIC LIMITED, a private limited company organized under the laws
      of
      the United Kingdom (“Magenta”;
      CGS
      and Magenta are sometimes referred to herein individually as a “Guarantor”
and
      collectively as “Guarantors”);
      CGS,
      acting in its capacity as funds administrator and borrowing agent for Borrowers
      (in such capacity, “Funds
      Administrator”;
      Borrowers, Guarantors and Funds Administrator are collectively referred to
      herein as the “Credit
      Parties”
and
      individually as a “Credit
      Party”);
      and
      HILCO FINANCIAL, LLC, a Delaware limited liability company (“Lender”).
      Capitalized terms used herein but not otherwise defined herein shall have the
      respective meanings ascribed to such terms in the Credit Agreement.

     

    WITNESSETH:

     

    WHEREAS,
      Credit Parties and Lender are parties to that certain Credit Agreement dated
      as
      of January 19, 2007 (as amended, restated, amended and restated, supplemented
      or
      otherwise modified and in effect from time to time, including pursuant to the
      terms of this Amendment, the “Credit
      Agreement”),
      pursuant to which Lender agreed to make certain loans and other financial
      accommodations to or for the account of Borrowers; and

     

    WHEREAS,
      the Designated Defaults (as such term is defined herein below) has occurred
      and
      is continuing under the Credit Agreement; 

     

    WHEREAS,
      Credit Parties have requested that Lender (i) waive the Designated Defaults,
      and
      (ii) amend the Credit Agreement; and

     

    WHEREAS,
      Lender has agreed to (i) waive the Designated Defaults, and (ii) amend the
      Credit Agreement, in each case on the terms and subject to the conditions
      hereinafter set forth;

     

    NOW,
      THEREFORE, in consideration of the premises set forth above, the terms and
      conditions contained herein, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the respective parties
      hereto hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.  Waiver
      of Designated Defaults.
      Effective
      as of the date hereof, upon satisfaction of the conditions precedent set forth
      in Section 3 below, and in reliance upon the representations and warranties
      of
      each Credit Party set forth herein and in each of the Credit
      Documents, Lender
      hereby waives the Event of Defaults (the “Designated Defaults”) occurring under
      Section 8.1(b) of the Credit Agreement solely as a result of:

     

    1.1  the
      amendment of the terms of all existing Warrants issued by CGS pursuant to the
      Offer to Purchase CGSY Warrants dated October 5, 2007. resulting in the
      reduction of the exercise price thereof to $.15 per share and extension of
      the
      outside date of the exercise thereof, in each case if exercised between October
      2, 2007 and October 31, 2007;

    


    1.2  (i)
      the
      incurrence by CGS of the Indebtedness evidenced by those certain unsecured
      promissory notes issued on August 22, 2007, to Michael Balkin, David Beamish,
      George Mellon, Robert Pollan, Patrick Shutt and Doug Stukel, respectively,
      in
      the aggregate original principal amount of $350,000, (ii) the modification
      of
      each of such notes as of the date hereof to extend the maturity date thereof
      from September 30, 2007, to November 30, 2007, and (iii) the payment of the
      principal amount thereof on such date;

    


    1.3  the
      amendment of the terms of the existing promissory note issued by Frontrunner
      to
      Nortel Networks Systems Corp. (“Nortel”)
      to
      increase the per annum rate of interest thereunder to ten percent (10%) in
      connection with the establishment of $200,000 of additional credit terms for
      purchases by Frontrunner from Nortel; and

    


    1.4  the
      Credit Parties permitting EBITDA for the fiscal quarter of the Consolidated
      Entity ending as of September 30, 2007, and any fiscal quarter ending prior
      thereto, to be an amount that is more than twenty-five percent (25%) less than
      projected EBITDA for such fiscal quarter as set forth in the Initial
      Projections.

    


    2.  Amendment
      to Credit Agreement.
      Effective
      as of the date hereof, upon satisfaction of the conditions precedent set forth
      in Section 3 below, and in reliance upon the representations and warranties
      of
      each Credit Party set forth herein and in each of the Credit Documents, the
      Credit Agreement is hereby amended as follows:

     

    2.1  Section
      1.1
      of the
      Credit Agreement is hereby amended by deleting the defined term “Credit
      Documents” set forth therein in its entirety and substituting therefor the
      following language:

     

    “Credit
      Documents”
      means,
      collectively, this Credit Agreement, the Notes, the Hilco Warrant Documents,
      each of the Collateral Documents, each Subordination Agreement and all other
      agreements, documents, instruments, opinions and certificates now or hereafter
      executed and delivered in connection herewith or therewith, as the same may
      be
      amended, restated, amended and restated, supplemented or otherwise modified
      and
      in effect from time to time.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2.2  Section
      1.1
      of the
      Credit Agreement is hereby amended by deleting the defined term “Designated
      Sublimit” set forth therein in its entirety and substituting therefor the
      following language:

     

    “Designated
      Sublimit”
      means
      $6,500,000, provided,
      that,
      notwithstanding the foregoing or anything to the contrary set forth herein
      or in
      any of the other Credit Documents, such amount shall automatically and
      permanently reduce to $4,000,000 on December 31, 2007, without the necessity
      of
      any notice from Lender to any Credit Party or any other Person.

    


    2.3  Section
      1.1
      of the
      Credit Agreement is hereby amended by deleting the defined term “Hilco Warrants”
set forth therein in its entirety and substituting therefor the following
      language:

     

    “Hilco
      Warrant” means
      that certain Warrant to Purchase Common Stock of Capital Growth Systems, Inc.
      issued on October 31, 2007 to Lender by CGS.

    


    2.4  Section
      1.1
      of the
      Credit Agreement is hereby further amended by inserting the following new
      defined terms therein in the appropriate alphabetical order:

     

    “Amendment
      No. 1 Projections”
      means
      the projections of the financial condition and results of operations of the
      Consolidated Entity attached hereto as Annex
      II.

    


    “Hilco
      Registration Rights Agreement”
      means
      that certain Registration Rights Agreement dated as of October 31, 2007, between
      CGS and Lender, as the same may be amended, restated, amended and restated,
      supplemented or otherwise modified and in effect from time to time.

    


    2.5  Section
      1.1
      of the
      Credit Agreement is hereby further amended by inserting the following new
      defined term therein in the appropriate alphabetical order:

     

    “Hilco
      Warrant Documents”
      means
      (i) the Hilco Warrant and (ii) the Hilco Registration Rights Agreement, in
      each
      case as the same may be amended, restated, amended and restated, supplemented
      or
      otherwise modified and in effect from time to time.

    


    2.6  Section
      5.7(b)
      of the
      Credit Agreement is hereby amended by inserting therein the words “and the
      Amendment No. 1 Projections” immediately following the words “Initial
      Projections” appearing therein.

     

    2.7  Section
      7.1
      of the
      Credit Agreement is hereby amended in its entirety and the following language
      is
      hereby substituted therefor:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    7.1 Financial
      Covenants.
      

    


    (a) The
      Credit Parties shall not make or commit to make, or permit any of their
      respective Subsidiaries to make to commit to make, Capital Expenditures during
      any fiscal year of the Consolidated Entity that exceed in the aggregate for
      all
      Credit Parties and their respective Subsidiaries combined an amount equal to
      projected Capital Expenditures for such fiscal year set forth in the Amendment
      No. 1 Projections.

    


    (b) The
      Credit Parties shall not permit EBITDA for any fiscal quarter of the
      Consolidated Entity ending after the Closing Date to be more than twenty percent
      (20%) less than projected EBITDA for such fiscal quarter set forth in the
      Amendment No. 1 Projections.

    


    2.8  The
      Credit Agreement is hereby amended by inserting therein as Annex
      II
      to the
      Credit Agreement the Projections attached hereto as Exhibit
      A.

     

    2.9  The
      Credit Agreement is hereby amended by amending the respective disclosure
      schedules described in Exhibit
      A
      hereto
      in the manner set forth on Exhibit
      A.

     

    


    3.  Conditions
      Precedent.
      This
      Amendment shall become effective as of the date hereof, upon satisfaction of
      each of the following conditions:

     

    (a)  Lender
      shall have received a copy of this Amendment, duly executed and delivered by
      each Credit Party;

     

    (b)  Lender
      shall have received a First Amendment and Reaffirmation Agreement duly executed
      and delivered by CGSI Term Note Servicer, Inc., acting in its capacity as
      contractual representative of and collateral agent for each of the Subordinated
      Noteholders;

     

    (c)  Lender
      shall have received the Hilco Warrant Documents, where applicable duly issued,
      executed and delivered by CGS; and

     

    (d)  except
      for the Designated Defaults, no Default or Event of Default shall have occurred
      which is continuing.

     

    4.  Representations
      and Warranties.

     

    4.1  Each
      Credit Party hereby represents and warrants to Lender that, after giving effect
      to this Amendment:

     

    (a)  the
      representations and warranties made by the Credit Parties contained in
Article
      5
      of the
      Credit Agreement and in each of the other Credit Documents are true and correct
      in all material respects on and as of the date of this Amendment as though
      made
      on and as of such date, except for such representations and warranties that
      are
      subject to a Material Adverse Effect or other materiality qualifier, which
      are
      true and correct in all respects as of such date;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (b)  no
      Default or Event of Default has occurred that is continuing;

     

    (c)  this
      Amendment, and the Credit Agreement, as amended hereby, constitute legal, valid
      and binding obligations of each of the Credit Parties and are enforceable
      against each of the Credit Parties in accordance with their respective terms,
      except as may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other similar laws; and

     

    (d)  the
      execution and delivery by each Credit Party of this Amendment (i) do not and
      will not contravene, conflict with, violate or constitute a default under its
      certificate of incorporation or bylaws, or other applicable organizational
      documents, of any Credit Party, or any applicable law, rule, regulation,
      judgment, decree or order or any agreement, indenture or instrument to which
      any
      Credit Party is a party or is bound or which is binding upon or applicable
      to
      all or any portion of any Credit Party’s property, and (ii) do not require the
      consent or approval of any Person.

     

    5.  Reference
      to and Effect on the Credit Agreement and the Other Credit Documents;
      Reaffirmation.

     

    5.1  Upon
      the
      effectiveness of this Amendment, each reference in the Credit Agreement to
“this
      Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each
      reference in each of the other Credit Documents to the “Credit Agreement” shall
      in each case mean and be a reference to the Credit Agreement as amended
      hereby.

     

    5.2  Except
      as
      expressly set forth herein, (a) the execution and delivery of this Amendment
      shall in no way affect any of the respective rights, powers or remedies of
      Lender with respect to any Default or Event of Default nor constitute a waiver,
      amendment or other modification of any term or provision of the Credit Agreement
      or any of the other Credit Documents, and (b) all of the respective terms and
      provisions of the Credit Agreement, the other Credit Documents and all other
      documents, instruments, amendments and agreements executed and/or delivered
      by
      any Credit Party pursuant thereto or in connection therewith shall remain in
      full force and effect and are hereby ratified and confirmed in all respects.
      The
      execution and delivery of this Amendment by Lender shall in no way obligate
      Lender, at any time hereafter, to consent to any other amendment or modification
      of any term or provision of the Credit Agreement or any of the other Credit
      Documents, whether of a similar or different nature.

     

    5.3  Each
      Credit Party, in its respective capacities under each of the Credit Documents
      to
      which it is a party (including the capacities of obligor, grantor, mortgagor,
      pledgor, guarantor, indemnitor and assignor, as applicable, and each other
      similar capacity, if any, in which such Credit Party has granted Liens on all
      or
      any part of the properties or assets of such Credit Party, or otherwise acts
      as
      an accommodation party, guarantor, indemnitor or surety with respect to all
      or
      any part of the Obligations), hereby (a) except as otherwise expressly set
      forth
      herein, agrees that the terms and provisions hereof shall not affect in any
      way
      any payment, performance, observance or other obligations or liabilities of
      such
      Credit Party under the Credit Agreement or any of the other Credit Documents,
      all of which obligations and liabilities shall remain in full force and effect
      and extend to the further loans, extensions of credit and other Obligations
      provided for thereunder, and each of which obligations and liabilities are
      hereby ratified, confirmed and reaffirmed in all respects; (b) to the extent
      such Credit Party has granted Liens on any of its properties or assets pursuant
      to any of the Credit Documents to secure the prompt and complete payment,
      performance and/or observance of all or any part of the Obligations,
      acknowledges, ratifies, confirms and reaffirms such grant of Liens, and
      acknowledges and agrees that all of such Liens are intended and shall be deemed
      and construed to secure to the fullest extent set forth therein all now existing
      and hereafter arising Obligations under and as defined in this Credit Agreement,
      as amended, restated, supplemented and otherwise modified and in effect from
      time to time; and (c) acknowledges and agrees that, as of the date hereof,
      Lender has fully performed all obligations to such Credit Party.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    5.4  GOVERNING
      LAW.
      THE RIGHTS AND DUTIES OF EACH CREDIT PARTY AND LENDER UNDER THIS AMENDMENT
      AND
      THE OTHER CREDIT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
      OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

     

    6.  Headings.
      Section
      headings in this Amendment are included herein for convenience of reference
      only
      and shall not constitute a part of this Amendment for any other
      purpose.

     

    7.  Counterparts.
      This
      Amendment may be executed or otherwise authenticated in any number of
      counterparts and by the different parties hereto in separate counterparts,
      each
      of which when so executed or otherwise authenticated and delivered shall be
      an
      original, but all of which shall together constitute one and the same
      instrument. Any such counterpart which may be delivered by facsimile, email
      or
      similar electronic transmission shall be deemed the equivalent of an originally
      signed counterpart and shall be fully admissible in any enforcement proceedings
      regarding this Amendment.

     

    


     

    [Remainder
      of Page Intentionally Left Blank;

    Signature
      Pages Follow]

    



    
      
        
        

        
        

      

      
        6

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Amendment to be duly executed and delivered
      by
      their proper and duly authorized officers as of the date first set forth
      above.

     

    
      	 	 	 
	 	BORROWERS:
	 	 
	 	20/20 TECHNOLOGIES,
              INC.,
              a
              Delaware corporation
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 
	
            
	 	Title:	 


    

     

    
      	 	 	 
	 	
              20/20
                TECHNOLOGIES I, LLC,
                a
                Delaware limited liability company

            
	 
 	 
 	 
 
	
            	By:     
                  	20/20
              TECHNOLOGIES, INC.,
              a
               Delaware
              corporation
              Its: Manager

            
	 	
            	
            
	 	
            	By:  	
            
	 	 	Name: 
              	 
	 	 	Title:	 


    

     

    
      	 	 	 
	 	CENTREPATH,
              INC.,
              a
              Delaware corporation
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 
	
            
	 	Title:	 




    
      	 	 	 
	 	FRONTRUNNER NETWORK
              SYSTEMS, CORP., a
              Delaware corporation
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 
	
            
	 	Title:	 




    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Amendment to be duly executed and delivered
      by
      their proper and duly authorized officers as of the date first set forth
      above.

     

    
      	 	 	 
	 	
              BORROWERS
                (continued):

            
	 	 
	 	NEXVU TECHNOLOGIES,
              LLC, a
              Delaware limited liability company
	 
 	 
 	 
 
	
            	By:     
                  	
              CAPITAL
                GROWTH SYSTEMS, INC.,
                a
                 Florida
                corporation
                Its: Manager

              

            
	 	
            	
            
	 	
            	By:  	
            
	 	 	Name: 
              	 
	 	 	Title:	 


    

    
    

     

    
      	 	 	 
	 	GLOBAL CAPACITY
              GROUP,
              INC., a
              Texas corporation
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 
	
            
	 	Title:	 


    

     

    
      	 	 	 
	 	
              
                GUARANTORS:

              

            
	 	 
	 	
              CAPITAL
                GROWTH SYSTEMS, INC.,
                a
                Florida corporation

            
	 
 	 
 	 
 
	
            	By:     
                  	
              CAPITAL
                GROWTH SYSTEMS, INC.,
                a
                 Florida
                corporation
                Its: Manager

              

            
	 	
            	
            
	 	
            	By:  	
            
	 	 	Name: 
              	 
	 	 	Title:	 


    

    


    
      	 	 	 
	 	
              MAGENTA
                NETLOGIC LIMITED,
                a
                private limited company organized under the laws of the United Kingdom
                

            
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 
	
            
	 	Title:	 


    

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Amendment to be duly executed and delivered
      by
      their proper and duly authorized officers as of the date first set forth
      above.

     

    
      	 	 	 
	 	
              
                
                  LENDER:

                

              

            
	 	 
	 	HILCO FINANCIAL,
              LLC
	 
 	 
 	 
 
	 	
            	
            
	 	By: 	 
	 	Name:	 
              
	 	Title: