Unassociated Document


     

    AGREEMENT

     

    This
      Agreement (“Agreement”) is made and entered into as of this 26th day of
      December, 2007, between PaceTel,
      Inc.
      (“Contractor”), located at 520 Jackson Avenue, Glencoe, Illinois 60022, and
Capital
      Growth Systems, Inc.
      d/b/a
Global
      Capacity Group, Inc.
      (“CGSI”), located at 500 W. Madison Suite 2060, Chicago, Illinois
      60661.

     

    RECITALS

     

    On
      or
      about April 12, 2006, 20/20 Technologies, Inc. (“20/20”) and Contractor entered
      into a Consulting Agreement, by which 20/20 agreed to pay Contractor a success
      fee if 20/20 successfully concluded a business arrangement with, among others,
      CGSI. Subsequently, 20/20 successfully concluded a business arrangement with
      CGSI, resulting in Contractor earning the success fee in the amount of
      $250,000.00 (“Success Fee”). 

     

    CGSI
      desires to resolve amicably a dispute with Contractor concerning the payment
      of
      the Success Fee and to engage Contractor as a contractor to receive certain
      services from the Contractor, as defined herein. The Contractor is interested
      in
      providing these services.

     

    CGSI
      and
      the Contractor both desire to enter into this Agreement to set forth the terms
      and conditions on which those services will be provided and to resolve amicably
      the dispute concerning the payment of the Success Fee.

     

    NOW,
      THEREFORE, for valuable consideration, including the foregoing Recitals which
      are made a part hereof, the receipt and sufficiency of which are acknowledged,
      CGSI and the Contractor agree as follows:

     

    1.  Success
      Fee.
      

     

    (a)  In
      full
      satisfaction of the Success Fee, and all claims that Contractor has against
      CGSI
      or 20/20 for the failure to pay to Contractor the Success Fee prior to the
      execution of this Agreement, CGSI shall pay to Contractor the following: (i)
      the
      sum of $250,000.00 (“Settlement Sum“) payable in 17, consecutive monthly
      installments, with the first installment of $15,000.00 commencing on the date
      of
      the execution of this Agreement and continuing thereafter in 15 consecutive
      monthly installments of $15,000.00 each due on the first day of each successive
      16 calendar months thereafter, with a final installment in the amount of
      $10,000.00 due on the first day of the 17th calendar month from the date of
      execution (“Installments”); and, (ii) upon the execution of this Agreement, a
      warrant for 300,000 shares of common capital stock of CGSI in the form of
Exhibit 1,
      attached hereto and made a part hereof, which the parties shall execute and
      issue to Contractor upon the execution of this Agreement and which represents
      a
      discount to the closing price of the Company’s common stock as of the date of
      this Agreement (“Warrant”). In connection with receipt of the Warrant,
      Contractor represents and warrants that it is an “accredited investor“ as that
      term is defined in Regulation D by virtue of each of its beneficial owners
      having a net worth in excess of $1,000,000.00.

     

    (b)  In
      the
      event any Installment is not timely paid, upon written notice from Contractor
      to
      CGSI and CGSI‘s failure to pay the outstanding Installment(s) within 60 days of
      the service of this written notice, CGSI shall be in default and all
      Installments shall be accelerated automatically without further notice and
      all
      remaining balance of the Settlement Sum shall be immediately due in full.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  The
      remaining balance of the Settlement Sum shall become immediately due and payable
      in full, with all outstanding Installments accelerated upon delivery of written
      notice from the Contractor, if any of the following events shall occur
      (“Corporate Event“): CGSI shall sell substantially all of its assets or business
      through a merger, sale of assets, sale of stock or similar corporate
      reorganization. In such case(s), the remaining balance of the Settlement Sum
      shall be due at the consummation of the Corporate Event.

     

    (d)  Upon
      default, interest shall accrue on the unpaid portion of the Settlement Sum
      at
      the rate of prime (as announced in the Wall Street Journal) plus one percent
      per
      annum, simple interest. 

     

    2.  Services.
      The
      Contractor and CGSI agree that upon the execution of this Agreement, they will
      execute and deliver the Finders Fee Agreement, attached hereto and made a part
      hereof as Exhibit 2
      (“Finders Fee Agreement”), by which Contractor shall provide, on the terms and
      conditions of this Finders Fee Agreement, consulting, research and business
      advice regarding strategic alliances and other transactions with certain
      reseller companies as more specifically described in the Finders Fee Agreement.
      In addition to the Success Fee and the payments in satisfaction of the Success
      Fee set forth in Section 1
      above,
      Contractor will be paid an additional success fee to the extent that he earns
      the same pursuant to the Finders Fee Agreement.

     

    3.  Term
      of Agreement.
      Neither
      party may terminate this Agreement, but the Finders Fee Agreement may be
      terminated pursuant to its terms.

     

    4.  Binding.
      All of
      the terms and provisions of this Agreement shall be binding upon, shall inure
      to
      the benefit of, and be enforceable by the heirs, successors and assigns of
      the
      parties to this Agreement, including, without limitation, any successor to
      CGSI,
      whether by merger, consolidation, sale of stock, sale of assets or
      otherwise.

     

    5.  No
      Waiver of Rights.
      No
      delay or failure on the part of Contractor to exercise any right, power or
      privilege under this Agreement shall operate as a waiver thereof, and no single
      or partial exercise of any right, power or privilege shall preclude any other
      or
      further exercise thereof or the exercise of any other power or right, or be
      deemed to establish a custom or course of dealing or performance between the
      parties hereto. Upon default the parties shall have such cumulative remedies
      as
      are provided by law or equity. The party prevailing in litigation shall be
      entitled to its reasonable attorney’s fees.

     

    6.  Governing
      Law.
      This
      Agreement shall be construed and enforced under Illinois law, with venue proper
      in Cook County, Illinois.

     

    7.  Counterpart
      Signatures/Fax Signatures.
      This
      Agreement may be executed in counterparts and by fax exchange with the same
      effect as if executed by both parties with original signatures.

     

    8.  Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties and supersede all
      earlier or contemporaneous agreements between or representation made by the
      parties. This agreement may be changed only in writing executed on behalf of
      both parties. Both Contractor and CGSI (their agents and/or legal counsel)
      have
      reviewed and understood the provisions of this Agreement. The obligations of
      the
      parties will survive any termination of this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    9.  Severability.
      If any
      portion of this Agreement is held to be unenforceable or invalid, the parties
      intend that the other portions of this Agreement remain in effect.

     

    10.  Authority.
      Each
      party represents and warrants that it has full power and authority to enter
      into
      and perform this Agreement, and that the person executing this Agreement on
      behalf of that party has been properly authorized and empowered to enter into
      this The parties hereto represent that they shall do all acts, and execute
      and
      deliver all documents necessary, convenient or desirable to effectuate all
      provisions of this Agreement.

     

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

     

    
      	
              CONTRACTOR:

            	 	
              CGSI:

            
	 	 	 
	
              PaceTel,
                Inc.

            	 	
              Capital
                Growth Systems, Inc.

            
	 	 	 
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	
              Martin
                Nagel, President

            	 	
              Its:

            	 


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      
        CONSULTING
          AGREEMENT

         

        This
          Consulting Agreement (“Agreement”) is made and entered into as of this 26th day
          of December, 2007, between PaceTel,
          Inc.
          (“Contractor”), located at 520 Jackson Avenue, Glencoe, Illinois 60022, and
Capital
          Growth Systems, Inc. d/b/a
          Global
          Capacity Group, Inc.(“CGSI”),
          located at 500 W. Madison, Suite 2060 Chicago, Illinois 60661.

         

        WHEREAS
          CGSI desires to receive certain services from the Contractor, as defined
          herein,
          and the Contractor is interested in providing such services, CGSI and the
          Contractor both desire to enter into this Agreement to set forth the terms
          and
          conditions on which those services will be provided.

         

        NOW,
          THEREFORE, CGSI and the Contractor agree as follows:

         

        1.  Services.
          The
          Contractor agrees to provide, on the terms and conditions of this Agreement,
          consulting, research and business advice regarding strategic alliances
          and other
          transactions with certain reseller companies as more specifically described
          by
          CGSI from time to time. Contractor will complete these projects as mutually
          agreed.

         

        2.  Reporting.
          Contractor will report to Patrick Shutt, Chief Executive Officer of CGSI
          for all
          contractual activities. Patrick Shutt will assign objectives for services
          required of Contractor.

         

        3.  Labor
          and Material.
          Contractor shall provide, at its cost, labor, equipment and materials necessary
          for the Contractor to provide services under the terms of this
          Agreement.

         

        4.  Term
          of Agreement/Fees.
          Contractor will be paid a success fee of 2.5% of the value of a transaction
          which CGSI enters into with a Qualified Company listed on an executed (by
          both
          parties hereto) Schedule A
          as
          amended from time to time for any that transaction is concluded within
          twelve
          (12) months of the termination date of this Agreement.. The success fee
          will be
          paid in the same form as the value of the transaction (in cash for the
          cash
          portion, in equity for the equity portion or a combination of the two)
          unless
          the parties otherwise agree. Only firms listed on an executed Schedule A
          will be
          subject to the Agreement and this Section 4
          compensation.

         

        CGSI
          agrees to reimburse Contractor for direct expenses specifically incurred
          and
          approved by CGSI in advance, including travel.

         

        In
          the
          event that CGSI determines a need to terminate this Agreement prior to
          its
          expiration, CGSI shall provide at least ten (10) business days’ written notice,
          and shall be responsible for any and all costs and compensation (which
          must have
          been previously mutually agreed) incurred to date of the notice and in
          the
          winding down of any outstanding projects. If the Agreement is terminated
          prior
          to its expiration, the provisions relating to compensation for any concluded
          transactions will continue to apply.

         

        The
          term
          of this Agreement is from the date of this Agreement to December 31, 2008
          unless
          extended by written agreement of the parties. Any extension of the time
          for
          renewal work performed there under shall be subject to the terms and conditions
          of this Agreement as if executed in full.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        5.  Not
          an
“Employee.”
          Contractor is not an “employee” of CGSI. As such, CGSI shall not be responsible
          for withholding taxes with respect to compensation of Contractor, and Contractor
          shall have no claim against CGSI or otherwise for vacation pay, sick leave,
          retirement benefits, social security, worker’s compensation, health or
          disability benefits, unemployment insurance benefits, or employee benefits
          of
          any kind.

         

        6.  Non-Solicitation
          and Proprietary Information.
          The
          Contractor during the term of this Agreement and for a period of six months
          following any termination, shall not, directly or indirectly: (a) hire,
          solicit,
          or interfere in CGSI’s relationship with any employee, or consultant of itself
          or any of its subsidiaries; or (b) interfere in CGSI’s relationship with any
          contractor or customer of itself or any of its subsidiaries. Moreover,
          the
          Contractor will from time to time have access to CGSI and subsidiaries
          proprietary information and information provided to CGSI and subsidiaries
          by
          others pursuant to confidentiality agreements. Contractor agrees to keep
          at all
          times any proprietary information of CGSI and subsidiaries completely
          confidential. 

         

        7.  Proprietary
          Rights.
          CGSI
          shall be the owner of all subject matter that is developed by Contractor
          in
          connection with this Agreement; CGSI has the right to obtain patents, copyrights
          and other rights to such work, and the Contractor agrees to willfully cooperate
          with CGSI in obtaining and maintaining such rights (and execute such assignments
          or other documents reasonably requested by CGSI). Moreover, Contractor
          will
          promptly notify CGSI as to all inventions, discoveries, ideas or materials
          conceived or reduced to practice by Contractor while performing her duties
          under
          this Agreement. All work performed by Contractor for CGSI shall be deemed
          work
          for hire and all copyrights associated therewith are deemed assigned to
          CGSI.
“Confidential Information” means any information disclosed by either party to
          the other party, either directly or indirectly, in writing, orally or by
          inspection of tangible objects (including without limitation documents,
          prototypes, samples, plant and equipment), which is designated as
“Confidential,” “Proprietary” or some similar designation. Confidential
          Information may also include information disclosed to a disclosing party
          by
          third parties and in all events will include any information disclosed
          by any
          subsidiary of a Party. Confidential Information shall not, however, include
          any
          information which (i) was publicly known and made generally available in
          the
          public domain prior to the time of disclosure by the disclosing party;
          (ii)
          becomes publicly known and made generally available after disclosure by
          the
          disclosing party to the receiving party through no action or inaction of
          the
          receiving party; (iii) is already in the possession of the receiving party
          at
          the time of disclosure by the disclosing party; (iv) is obtained by the
          receiving party from a third party without a breach of such third party’s
          obligations of confidentiality; (v) is or has been independently developed
          by
          the receiving party without use of or reference to the disclosing party’s
          Confidential Information; or (vi) is required by law to be disclosed by
          the
          receiving party, provided that the receiving party gives the disclosing
          party
          prompt written notice of such requirement prior to such disclosure and
          assistance in obtaining an order protecting the information from public
          disclosure. 

         

        8.  Assignment.
          CGSI
          may from time to time assign its rights under this Agreement to an affiliate
          or
          to any purchaser of all or substantially all of the assets of CGSI or any
          successor to its business, with the written consent of the Contractor,
          which
          consent will not be unreasonably withheld. This Agreement shall inure to
          the
          benefit of and be binding on the parties and their respective
          successors-in-interest.

         

        9.  Governing
          Law.
          This
          Agreement shall be construed and enforced under Illinois law, with venue
          proper
          in Cook County, Illinois.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        10.  Counterpart
          Signatures/Fax Signatures.
          This
          Agreement may be executed in counterparts and by fax exchange with the
          same
          effect as if executed by both parties with original signatures.

         

        11.  Entire
          Agreement; Amendments.
          This
          Agreement and any amendment thereto contain the entire agreement between
          the
          parties and supersede all earlier or contemporaneous agreements between
          or
          representation made by the parties. This agreement may be changed only
          in
          writing executed on behalf of both parties. Both Contractor and CGSI (their
          agents and/or legal counsel) have reviewed and understood the provisions
          of this
          Agreement. The obligations of the parties will survive any termination
          of this
          Agreement.

         

        12.  Severability.
          If any
          portion of this Agreement is held to be unenforceable or invalid, the parties
          intend that the other portions of this Agreement remain in effect.

         

        13.  Captions.
          Caption
          headings in this document are intended for convenience of reference only
          and not
          to have any substantive effect.

         

        IN
          WITNESS WHEREOF, the parties hereto have executed this Agreement as of
          the date
          set forth above.

         

        
          	
                  CONTRACTOR:

                	 	
                  CGSI:

                
	 	 	 
	
                  PaceTel,
                    Inc.

                	 	
                  Capital
                    Growth Systems, Inc.

                
	 	 	 
	 	 	 
	
                  By:

                	 	 	
                  By:

                	 
	 	
                  Martin
                    Nagel

                	 	
                  Its:

                	 
	 	
                  President

                	 	 	 


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        SCHEDULE
          A

         

        This
          Schedule A
          will
          list all firms that are subject to the services of the Consulting Agreement
          made
          and entered into as of this ___ day of ______, 2007, by and between PaceTel,
          Inc.
          (“Contractor”), located at 520 Jackson Avenue, Glencoe, Illinois 60022, and
Capital
          Growth Systems, Inc.
          d/b/a
Global
          Capacity Group, Inc.
          (“CGSI”), located at 500 W. Madison, Suite 2060, Chicago, IL 60661. Only firms
          listed on an executed Schedule A
          will be
          subject to the Consulting Agreement.

         

        This
          Schedule A
          will be
          updated and re-executed from time to time by the parties.

         

        
          	
                   

                	
                  Name
                    of Firm

                	 	
                  Location
                    (City and State)

                
	 
	
                  1.

                	 	 	 
	 
	
                  2.

                	 	 	 
	 
	
                  3.

                	 	 	 
	 
	
                  4.

                	 	 	 
	 
	
                  5.

                	 	 	 


        

         

        IN
          WITNESS WHEREOF, the parties hereto have executed this Schedule A
          as of
          the date set forth below:

         

        DATE:
          ______, 2007

         

        
          	
                  CONTRACTOR:

                	 	
                  CGSI:

                
	 	 	 
	
                  PaceTel,
                    Inc.

                	 	
                  Capital
                    Growth Systems, Inc.

                
	 	 	 
	 	 	 
	
                  By:

                	 	 	
                  By:

                	 
	 	
                  Martin
                    Nagel

                	 	 	
                  Patrick
                    C. Shutt, CEO

                
	 	
                  President

                	 	 	
                   

                


        

         

      

      
        
          
          

        

        
          
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