**EXHIBIT
      10.26**




**CAPITAL
      GROWTH SYSTEMS, INC.**


**PERFORMANCE
      OPTION AGREEMENT**


**THOMAS
      G. HUDSON**




THIS
      PERFORMANCE OPTION AGREEMENT (“Agreement”) is made and entered into as of the
      8 th day of
      September, 2006, by and between Capital Growth Systems, Inc. (“Company”) and
      Thomas G. Hudson, an individual (“Optionee”).




1.  Grant
      of Option .
      Company
      hereby grants to Optionee an option (“Option”) to purchase Shares (as defined
      herein) from the Company. The Option is subject to the terms and conditions
      set
      forth below and in that certain Employment Agreement dated June 28, 2006 by
      and
      between the Company and Optionee, as amended by Amendment No. 1 to Employment
      Agreement of even date herewith, (together, the “Employment Agreement”), a copy
      of which is attached hereto as Exhibit A and incorporated herein by reference.
      Capitalized terms not otherwise defined in this Agreement have the same meaning
      as defined in the Employment Agreement.




2.  Exercise
      Price .
      $0.70
      per share (as equitably adjusted for reverse splits, forward splits and
      recapitalization).




3.  Number
      of Shares .
      1,000,000 shares of common stock of the Company (the “Shares”).




4.  Type
      of Option .
      The
      Option is not intended to be an “incentive stock option” within the meaning of
      Section 422 of the Internal Revenue Code of 1986, as amended
      (“Code”).




5.  Vesting .




(a)  General .
      The
      Option hereby granted to the Optionee shall become vested (and, therefore,
      exercisable) as set forth in Section 4(b)(v)(2) of the Employment
      Agreement.




(b)  Termination
      of Employment .
      The
      Company’s obligations upon termination of the Optionee’s employment (whether
      with/without Cause, for Good Reason or other than for Good Reason, or by reason
      of Optionee’s death or Disability) with respect to any vested and all unvested
      Shares as of the Date of Termination shall be as set forth in Section 6 of
      the
      Employment Agreement.




(c)  Change
      of Control .
      The
      Company’s obligations upon a Change of Control with respect to any vested and
      all unvested Shares shall be as set forth in Section 6(g) of the Employment
      Agreement.




6.  Exercise
      of Option .
      Subject
      to the terms and condition herein and in the Employment Agreement, the Option,
      to the extent vested, may be exercised in whole or in part upon written notice
      to the Company and payment in cash, by check or wire transfer of an amount
      (“Option Price”) equal to the product of (i) the Exercise Price multiplied by
      (ii) the number of Shares to be acquired. The Option Price may be paid in shares
      of Common Stock (A) which are already owned by the Optionee and which are
      surrendered to the Company in good form for transfer or (B) which are retained
      by the Company from the shares of the Common Stock which would otherwise be
      issued to the Optionee upon the Optionee’s exercise of the Option. Such shares
      shall be valued at their Fair Market Value on the date of exercise of the
      option. In lieu of payment in fractions of Shares, payment of any fractional
      Share amount shall be made in cash or check payable to the Company. The exercise
      price may be paid by delivering a properly executed exercise notice in a form
      approved by the Board together with irrevocable instructions to a broker to
      promptly deliver to the Company the amount of applicable sale price. No shares
      of Common Stock shall be issued to the Optionee upon exercise of an option
      until
      the Company receives full payment therefore as described above.







7.  Expiration
      of Option .
      The
      Option shall expire on the tenth (10th) anniversary of the date of this
      Agreement (“Expiration Date”) and in no event shall the Option be exercisable
      after the Expiration Date. Except as otherwise provided in Section 6 of the
      Employment Agreement, any portion of the Option (whether vested or unvested)
      that is unexercised on the date Optionee’s employment with the Company is
      terminated shall be deemed expired. The Optionee shall have no further rights
      with respect to such expired Option. Any Option which expires shall also be
      deemed terminated and forfeited for any and all purposes.




8.  Rights
      as a Stockholder .
      Optionee shall have no rights as a stockholder of the Company with respect
      to
      any Shares covered by the Option (including, but not limited to, any rights
      to
      receive distributions or participate in the management of the Company) until
      the
      date of the exercise of the Option and the payment of the Exercise Price
      therefor. No adjustment shall be made for distributions or other rights for
      which the record date is prior to such exercise date.




9.  Restrictions
      on Transfer of Option and Shares .




(a)  General .
      The
      Option is personal to Optionee and is not transferable by Optionee other than
      by
      will or the laws of descent and distribution, subject to the provisions of
      the
      Employment Agreement. Further, Optionee may not directly or indirectly, sell,
      assign, transfer, mortgage, encumber, pledge, or otherwise deal with or dispose
      of (any of the foregoing being referred to herein as a “Transfer”) without first
      complying with the requirements of this Section.




(b)  Securities
      Law Compliance .
      Optionee understands and acknowledges that federal and state securities laws
      govern and restrict Optionee’s right to offer, sell or otherwise dispose of any
      Shares unless Optionee’s offer, sale or other disposition thereof is registered
      under the Act and state securities laws, or in the opinion of the Company’s
      counsel, such offer, sale or other disposition is exempt from registration
      or
      qualification thereunder. Optionee shall not Transfer any Shares without first
      delivering to the Company an opinion of counsel reasonably acceptable in form
      and substance to the Company that the Transfer would not: (i) require the
      Company to file any registration statement with the Securities and Exchange
      Commission (or any similar filing under state law) or to amend or supplement
      any
      such filing, (ii) violate or cause the Company to violate the Act, the rules
      and
      regulations promulgated thereunder or any other state or federal law, or (iii)
      cause any securities law exemption to be unavailable to the Company with regard
      to future sales. Any Transfer of Shares must also satisfy the other requirements
      and restrictions of this Section.




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(c)  Exception .
      Notwithstanding, Optionee shall have authority, subject to the Board approval,
      to direct the allocation of any portion of the Options to other Company
      executives. Any reallocation of Options must also satisfy the other requirements
      and restrictions of this Section and each Company executive receiving an
      allocation of Options must execute a Performance Option Agreement and agree
      to
      be bound by the terms thereof.




10.  Conformity
      with Employment Agreement .
      The
      Option is intended to conform in all respects with, and is subject to all
      applicable provisions of, the Employment Agreement. Inconsistencies between
      this
      Agreement and the Employment Agreement shall be resolved in accordance with
      the
      terms of the Employment Agreement.




11.  Withholding
      of Taxes .
      Federal, state and local withholding tax due under the terms of the this Option
      may be paid in cash or shares of Common Stock (either through the surrender
      of
      previously held shares of Common Stock or the withholding of shares of Common
      Stock otherwise issuable upon the exercise or payment of such award) having
      a
      Fair Market Value equal to the required withholding and upon such other terms
      and conditions as the Board shall determine; provided, however, that the Board,
      in its sole discretion, may require that such taxes be paid in cash; and
      provided, further, that any election by a participant subject to Section 16(b)
      of the Exchange Act to pay his withholding tax in shares of Common Stock shall
      be subject to and must comply with Rule 16b-3(e) of the Securities Exchange
      Act
      of 1934, as amended.




12.  Restrictive
      Covenants .
      Optionee acknowledges and reaffirms herein that he is subject to, and shall
      abide by, certain covenants and limitations including, without limitation,
      confidentiality, non-solicitation, work product assignments and work-for-hire
      obligations as set forth in Sections 9 and 10 of the Employment Agreement,
      which
      are reasonable in duration and scope. This Section 12 shall survive any
      termination of this Agreement.




13.  Governing
      Law .
      The law
      of Illinois shall govern all questions concerning the relative rights of the
      Company and its stockholders. All other questions concerning the construction,
      validity and interpretation of this Agreement shall be governed by the internal
      law, and not the law of conflicts, of Illinois.




14.  Notices .
      All
      notices, demands or other communications to be given or delivered under this
      Agreement shall be in writing and shall be deemed to have been given when
      delivered personally or mailed by certified or registered mail, return receipt
      requested, or sent by reputable express courier service. Such notices, demands
      and other communications shall be sent to at the addresses indicated
      below:




***If
                to the Optionee:***
            Thomas
                G. Hudson
              60
                Gideons Point Road
              Tonka
                Bay, MN 55331




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***with
                a copy to:***Philip
                T. Colton, Esq.
              Winthrop
                & Weinstine, P.A.
              225
                South Sixth Street - Suite 3500
              Minneapolis,
                MN 55402***If
                to the Company:***
            Capital
                Growth Systems, Inc.
              50
                East Commerce Drive - Suite A
              Schaumburg,
                IL 60173***with
                a copy to:***Timothy
                R. Lavender, Esq.
              Kelley
                Drye & Warren LLP
              333
                West Wacker Drive - Suite 2600
              Chicago,
                IL 60606





or
      to
      such other address or to the attention of such other person as a party may
      specify by written notice in accordance with this Section.




15.  Entire
      Agreement; Amendment .
      This
      Agreement and the Employment Agreement constitute the entire understanding
      between Optionee and the Company, and supersede all other agreements whether
      written or oral with respect to the acquisition by Optionee of Shares of the
      Company. Except as otherwise provided herein, any provision of this Agreement
      may be amended or waived only with the prior written consent of Optionee and
      the
      Company.




16.  Waiver .
      The
      failure to insist upon strict enforcement of any of the provisions of this
      Agreement shall not be deemed or construed to be a waiver of any such provision,
      nor to in any way affect the validity of this Agreement or the right of any
      party hereto to thereafter enforce each and every provision of this Agreement.
      No waiver of any breach of any of the provisions of this Agreement shall be
      effective unless set forth in a written instrument executed by the party against
      which enforcement of such wavier is sought, and no waiver of any such breach
      shall be construed or deemed to be a waiver of any other or subsequent
      breach.




17.  Restrictive
      Legend .
      All
      certificates representing Shares shall bear the following legend:




THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES
      LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR
      AN
      EXEMPTION FROM REGISTRATION THEREUNDER.




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**BY
      EXECUTING THIS AGREEMENT, OPTIONEE ACKNOWLEDGES AND AFFIRMS THAT OPTIONEE HAS
      RECEIVED AND REVIEWED THE EMPLOYMENT AGREEMENT AND THAT OPTIONEE AGREES TO
      BE
      BOUND BY ALL OF THE TERMS OF THE EMPLOYMENT AGREEMENT AND THIS AGREEMENT.**




IN
      WITNESS WHEREOF, the parties hereto have executed this Performance Option
      Agreement as of the date first above written.




COMPANY:
            
            OPTIONEE:Capital
                Growth Systems, Inc./s/
                Thomas G. HudsonThomas
                G. HudsonBy:
            /s/
                Douglas StukelExecutive
                Vice President




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