INDEPENDENT
      CONSULTING AGREEMENT

     

    This
      Independent Consulting Agreement (“Agreement”), effective as of the 28th day of
      September, 2007 (“Effective Date”) is entered into by and between CAPITAL
      GROWTH SYSTEMS, INC.,
      a
      Florida corporation (herein referred to as the “Company”) and SALZWEDEL
      FINANCIAL COMMUNICATIONS, INC.,
      an
      Oregon corporation (herein referred to as the “Consultant”).

     

    RECITALS

     

    WHEREAS,
      the
      Company is a publicly-held corporation with its common stock traded on the
      NASDAQ OTCBB

     

    WHEREAS,
      Company
      desires to engage the services of Consultant to represent the Company in
      investors' communications and public relations with existing shareholders,
      brokers, dealers and other investment professionals as to the Company's current
      and proposed activities, and to consult with management concerning such Company
      activities;

     

    NOW
      THEREFORE,
      in
      consideration of the promises and the mutual covenants and agreements
      hereinafter set forth, the parties hereto covenant and agree as
      follows:


    
      1.    
Term
        of Consultancy. Company hereby agrees to retain the Consultant to act in a
        consulting capacity to the Company, and the Consultant hereby agrees to provide
        services to the Company commencing immediately and ending on September 27,
        2008,
        unless otherwise terminated earlier as provided herein. 

       

      2.    
Duties
        of Consultant. The Consultant agrees that it will generally provide the
        following specified consulting services through its officers and employees
        during the term specified in Section 1, above.

       

          (a)   Consult
        with and assist the Company in developing and implementing appropriate plans
        and
        means for presenting the Company and its business plans, strategy and personnel
        to the financial community, establishing an image for the Company in the
        financial community, and creating the foundation for subsequent financial
        public
        relations efforts;

       

              (b)   Introduce
        the Company to the financial community, including, but not limited to, retail
        brokers, buy side and sell side institutional managers, portfolio managers,
        analysts, and financial public relations professionals;

       

      (c)   With
        the
        cooperation of the Company, maintain an awareness during the term of this
        Agreement of the Company's plans, strategy and personnel, as they may evolve
        during such period, and consult and assist the Company in communicating
        appropriate information regarding such plans, strategy and personnel to the
        financial community;

       

      (d)   Assist
        and consult the Company with respect to its (i) relations with stockholders,
        (ii) relations with brokers, dealers, analysts and other investment
        professionals, and (iii) financial public relations generally; 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (e)   Perform
        the functions generally assigned to stockholder relations and public relations
        departments in major corporations, including responding to telephone and
        written
        inquiries (which may be referred to the Consultant by the Company); reviewing
        press releases before they are released by the Company as well as reports
        and
        other communications with or to shareholders, the investment community and
        the
        general public; consulting with respect to the timing, form, distribution
        and
        other matters related to such releases, reports and communications; and,
        at the
        Company’s request and subject to the Company’s securing its own rights to the
        use of its names, marks, and logos, consulting with respect to corporate
        symbols, logos, names, the presentation of such symbols, logos and names,
        and
        other matters relating to corporate image;

       

      (f)   Upon
        and
        with the Company's direction and written approval, disseminate information
        regarding the Company to shareholders, brokers, dealers, other investment
        community professionals and the general investing public;

       

      (g)   Upon
        and
        with the Company's direction, conduct meetings, in person or by telephone,
        with
        brokers, dealers, analysts and other investment professionals to communicate
        with them regarding the Company's plans, goals and activities, and assist
        the
        Company in preparing for press conferences and other forums involving the
        media,
        investment professionals and the general investment public;

       

      (h)   At
        the
        Company's request, review business plans, strategies, mission statements
        budgets, proposed transactions and other plans for the purpose of advising
        the
        Company of the public relations implications thereof; and 

       

      (i)    Otherwise
        perform as the Company's consultant for public relations and relations with
        financial professionals.

       

      3.    Allocation
        of Time and Energies. The Consultant hereby promises to perform and
        discharge faithfully the responsibilities which may be assigned to the
        Consultant from time to time by the officers and duly authorized representatives
        of the Company in connection with the conduct of its financial and public
        relations and communications activities, so long as such activities are in
        compliance with applicable securities laws and regulations. Consultant and
        staff
        shall diligently and thoroughly provide the consulting services required
        hereunder. Although no specific hours-per-day requirement will be required,
        Consultant and the Company agree that Consultant will perform the duties
        set
        forth herein above in a diligent and professional manner. The parties
        acknowledge and agree that a disproportionately large amount of the effort
        to be
        expended and the costs to be incurred by the Consultant and the benefits
        to be
        received by the Company are expected to occur within or shortly after the
        first
        two months of the effectiveness of this Agreement. It is explicitly understood
        that neither the price of the Company’s Common Stock, nor the trading volume of
        the Company’s common stock hereunder measure Consultant’s performance of its
        duties. It is also understood that the Company is entering into this Agreement
        with Consultant, a corporation and not any individual member or employee
        thereof, and, as such, Consultant will not be deemed to have breached this
        Agreement if any member, officer or director of the Consultant leaves the
        firm
        or dies or becomes physically unable to perform any meaningful activities
        during
        the term of the Agreement, provided the Consultant otherwise performs its
        obligations under this Agreement.

       

      
        
          
          

        

        
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      4.    Remuneration.
        

       

         (a)    (i)    For
        undertaking this engagement, for previous services rendered, and for other
        good
        and valuable consideration, the Company agrees to issue, or have issued,
        to the
        Consultant a “Commencement Bonus” of Five Million (5,000,000) shares of the
        Company’s Common Stock (“Common Stock” and such shares, collectively, the
“Shares”). This Commencement Bonus shall be fully paid and non-assessable and
        stock certificates representing the Commencement Bonus shall be issued and
        delivered to Consultant within 30 days of execution of this Agreement.
        Additionally the Company agrees to pay Consultant the sum of $6000.00 cash
        per
        month due and payable on the 1st of each month of this Agreement.

       

       (ii)   Consultant
        agrees that the Company may, in its sole discretion, cause one or more
        shareholders of the Company to deliver any of or all of the Shares to be
        issued
        and delivered to Consultant hereunder. 

       

      (b)   The
        Company understands and agrees that Consultant has foregone significant
        opportunities to accept this engagement and that the Company derives substantial
        benefit from the execution of this Agreement and the ability to announce
        its
        relationship with Consultant. The Commencement Bonus, therefore, constitutes
        payment for Consultant’s agreement to consult to the Company and is a
        nonrefundable, non-apportionable, and non-ratable retainer and is not a
        prepayment for future services. If the Company decides to terminate this
        Agreement prior to September 27, 2008, for any reason whatsoever, it is agreed
        and understood that Consultant will not be requested or demanded by the Company
        to return any of the shares of Common Stock paid to it as Commencement Bonus
        referred to in Section 4(a)(i) hereunder. Further, if and in the event
        the Company is acquired during the term of this Agreement, it is agreed and
        understood Consultant will not be requested or demanded by the Company to
        return
        any of the shares of Common Stock paid to it hereunder. Consultant agrees
        and
        understands that if during the term of this Agreement, Consultant performs
        substantial services for any direct competitor of the Company, then the Shares
        issued to Consultant hereunder will be forfeited.

       

      (c)   The
        Company agrees that if in the opinion of its counsel it is more likely than
        not
        that the Securities & Exchange Commission will permit the registration of a
        sufficient number of shares on a resale prospectus as would permit the
        registration of shares issued to Consultant pursuant to this Agreement after
        giving effect to the registration of all shares of common stock either
        outstanding or underlying options or warrants, where the owners of such other
        securities have an existing right for registration for said shares (as of
        the
        date of execution of this Agreement), then the Company will use good faith
        efforts to register the shares issued to Consultant hereunder with respect
        to
        such registration statement (subject to no obligation to register shares
        issuable hereunder to Consultant at any time following eligibility for sale
        of
        any of such shares under Rule 144). Consultant agrees that it will not sell
        or
        transfer any of these Shares issued to it hereunder prior to the earlier
        of
        September 27, 2008 or the termination of this Agreement by the Company.


       

       

      
        
          
          

        

        
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      (d)   Company
        warrants that the Shares issued to Consultant under this Agreement by the
        Company shall be or have been validly issued, fully paid and non-assessable
        and
        that the Company’s board of directors has or shall have duly authorized the
        issuance and any transfer of them to Consultant. 

       

      (e)   Consultant
        acknowledges that the Shares to be issued pursuant to this Agreement have
        not
        been registered under the Securities Act of 1933, as amended (the “Securities
        Act”) and accordingly are “restricted securities” within the meaning of Rule 144
        of the Act. As such, the Shares may not be resold or transferred unless the
        Company has received an opinion of counsel and in form reasonably satisfactory
        to the Company that such resale or transfer is exempt from the registration
        requirements of that Securities Act. Consultant agrees that during the term
        of
        this Agreement, that it will not sell or transfer any of the Shares issued
        to it
        hereunder, except to the Company; nor will it pledge or assign such Shares
        as
        collateral or as security for the performance of any obligation, or for any
        other purpose.

       

      (f)    In
        connection with the acquisition of the Shares, Consultant represents and
        warrants to Company, to the best of its/his knowledge, as follows: 

       

      (i)    Consultant
        has been afforded the opportunity to ask questions of and receive answers
        from
        duly authorized officers or other representatives of the Company concerning
        an
        investment in the Shares, and any additional information that the Consultant
        has
        requested.

       

      (ii)   Consultant’s
        investment in restricted securities is reasonable in relation to the
        Consultant’s net worth. Consultant has had experience in investments in
        restricted and publicly traded securities, and Consultant has had experience
        in
        investments in speculative securities and other investments that involve
        the
        risk of loss of investment. Consultant acknowledges that an investment in
        the
        Shares is speculative and involves the risk of loss. Consultant has the
        requisite knowledge to assess the relative merits and risks of this investment
        without the necessity of relying upon other advisors, and Consultant can
        afford
        the risk of loss of his entire investment in the Shares. Consultant is an
        accredited investor, as that term is defined in Regulation D promulgated
        under
        the Securities Act.

       

      (iii)   Consultant
        is acquiring the Shares for the Consultant’s own account for long-term
        investment and not with a view toward resale or distribution thereof except
        in
        accordance with applicable securities laws.

       

      5.    Intentionally
        Deleted. 

       

      6.    Intentionally
        Deleted. 

       

      7.    Non-Assignability
        of Services. Consultant’s services under this contract are offered to
        Company only and may not be assigned by Company to any entity with which
        Company
        merges or which acquires the Company or substantially all of its assets wherein
        the Company becomes a minority constituent of the combined Company. In the
        event
        of such merger or acquisition, all compensation to Consultant herein under
        the
        schedules set forth herein shall remain due and payable, and any compensation
        received by the Consultant may be retained in the entirety by Consultant,
        all
        without any reduction or pro-rating and shall be considered and remain fully
        paid and non-assessable. Notwithstanding the non-assignability of Consultant’s
        services, Company shall assure that in the event of any merger, acquisition,
        or
        similar change of form of entity, that its successor entity shall agree to
        complete all obligations to Consultant, including the provision and transfer
        of
        all compensation herein, and the preservation of the value thereof consistent
        with the rights granted to Consultant by Company herein. Consultant shall
        not
        assign its rights or delegate its duties hereunder without the prior written
        consent of Company.

       

       

      
        
          
          

        

        
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      8.   Expenses.
        Consultant agrees to pay for all its expenses (phone, labor, etc.), other
        than
        extraordinary items (travel and entertainment required by/or specifically
        requested by the Company, luncheons or dinners to large groups of investment
        professionals, mass faxing to a sizable percentage of the Company's
        constituents, investor conference calls, print advertisements in publications,
        etc.) approved by the Company prior to its incurring an obligation for
        reimbursement. The Company agrees and understands that Consultant will not
        be
        responsible for preparing or mailing due diligence and/or investor packages
        on
        the Company, and that the Company will have some means to prepare and mail
        out
        investor packages at the Company’s expense. 

       

      9.   Indemnification.
        The Company warrants and represents that all oral communications, written
        documents or materials furnished to Consultant or the public by the Company
        with
        respect to financial affairs, operations, profitability and strategic planning
        of the Company are accurate in all material respects and Consultant may rely
        upon the accuracy thereof without independent investigation. The Company
        will
        protect, indemnify and hold harmless Consultant against any claims or litigation
        including any damages, liability, cost and reasonable attorney's fees as
        incurred with respect thereto resulting from Consultant's communication or
        dissemination of any said information, documents or materials excluding any
        such
        claims or litigation resulting from Consultant's communication or dissemination
        of information not provided or authorized by the Company. 

       

      10.   Representations.
        Consultant represents that it is not required to maintain any licenses and
        registrations under federal or any state regulations necessary to perform
        the
        services set forth herein. Consultant acknowledges that, to the best of its
        knowledge, the performance of the services set forth under this Agreement
        will
        not violate any rule or provision of any regulatory agency having jurisdiction
        over Consultant. Consultant acknowledges that, to the best of its knowledge,
        Consultant and its officers and directors are not the subject of any
        investigation, claim, decree or judgment involving any violation of the SEC
        or
        securities laws. Consultant further acknowledges that it is not a security
        Broker Dealer or a registered investment advisor. Company acknowledges that,
        to
        the best of its knowledge, that it has not violated any rule or provision
        of any
        regulatory agency having jurisdiction over the Company. Company acknowledges
        that, to the best of its knowledge, Company is not the subject of any
        investigation, claim, decree or judgment involving any violation of the SEC
        or
        securities laws.

       

      11.   Legal
        Representation. Each of Company and Consultant represents that they have
        consulted with independent legal counsel and/or tax, financial and business
        advisors, to the extent that they deemed necessary.

       

       

      
        
          
          

        

        
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      12.   Status
        as Independent Contractor. Consultant's engagement pursuant to this
        Agreement shall be as independent contractor, and not as an employee, officer
        or
        other agent of the Company. Neither party to this Agreement shall represent
        or
        hold itself out to be the employer or employee of the other. Consultant further
        acknowledges the consideration provided hereinabove is a gross amount of
        consideration and that the Company will not withhold from such consideration
        any
        amounts as to income taxes, social security payments or any other payroll
        taxes.
        All such income taxes and other such payment shall be made or provided for
        by
        Consultant and the Company shall have no responsibility or duties regarding
        such
        matters. Neither the Company nor the Consultant possesses the authority to
        bind
        each other in any agreements without the express written consent of the entity
        to be bound.

       

      13.   Attorney's
        Fee. If any legal action or any arbitration or other proceeding is brought
        for the enforcement or interpretation of this Agreement, or because of an
        alleged dispute, breach, default or misrepresentation in connection with
        or
        related to this Agreement, the successful or prevailing party shall be entitled
        to recover reasonable attorneys' fees and other costs in connection with
        that
        action or proceeding, in addition to any other relief to which it or they
        may be
        entitled.

       

      14.   Waiver.
        The waiver by either party of a breach of any provision of this Agreement
        by the
        other party shall not operate or be construed as a waiver of any subsequent
        breach by such other party.

       

      15.   Notices.
        All notices, requests, and other communications hereunder shall be deemed
        to be
        duly given if sent by U.S. mail, postage prepaid, addressed to the other
        party
        at the address as set forth herein below:

       

      
        	
                To
                  the Company:

              	
                Capital
                  Growth Systems, Inc.

                Attention: Patrick
                  C. Shutt, CEO

                125
                  South Wacker Drive - Suite 300

                Chicago,
                  IL 60606

                Facsimile: (312)
                  673-2422

                E-Mail: PShutt@globalcapacity.com

              
	 	 
	
                To
                  the Consultant:

              	
                Salzwedel
                  Financial Communications, Inc.

                Attention: Jeffrey
                  L. Salzwedel, President

                1800
                  SW Blankenship Road - Suite 275

                West
                  Linn, OR 97068

                Facsimile: (503)
                  722-7311

                E-Mail: Jeff@sfcinc.com

              


      

      
It
        is
        understood that either party may change the address to which notices for
        it
        shall be addressed by providing notice of such change to the other party
        in the
        manner set forth in this Section 15. 

       

      16.   Choice
        of Law, Jurisdiction and Venue. This Agreement shall be governed by,
        construed and enforced in accordance with the laws of the Oregon. The parties
        agree that Clackamas County, Oregon will be the venue of any dispute and
        will
        have jurisdiction over all parties.

       

      
        
          
          

        

        
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      17.   Arbitration.
        Any controversy or claim arising out of or relating to this Agreement, or
        the
        alleged breach thereof, or relating to Consultant's activities or remuneration
        under this Agreement, shall be settled by binding arbitration in Clackamas,
        Oregon in accordance with the applicable rules of the American Arbitration
        Association, Commercial Dispute Resolution Procedures, and judgment on the
        award
        rendered by the arbitrator(s) shall be binding on the parties and may be
        entered
        in any court having jurisdiction. 

       

      18.   Complete
        Agreement. This Agreement contains the entire agreement of the parties
        relating to the subject matter hereof. This Agreement and its terms may not
        be
        changed orally but only by an agreement in writing signed by the party against
        whom enforcement of any waiver, change, modification, extension or discharge
        is
        sought.

       

    

     

     

     

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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.

     

    AGREED
      TO:

    


    Company:

     

    CAPITAL
      GROWTH SYSTEMS INC.
      

     

    


    


    By:
      __________________________________       

    Name: Patrick
      Shutt

    Title: CEO

    


    Date
      of
      Execution:_______________________

    


    


    


    Consultant:

     

    SALZWEDEL
      FINANCIAL COMMUNICATIONS, INC.

     

    


    


    By:
      __________________________________        

    Name: Jeffrey
      L. Salzwedel

    Title: President
      and its Duly Authorized
      Agent

    


    Date
      of
      Execution:___________________________

    


    


    
      
        
        

      

      
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