**EXHIBIT
      10.25**




**AMENDMENT
      NO. 1**


**TO**


**THOMAS
      G. HUDSON**


**STOCK
      OPTION AGREEMENT**




This
      Amendment No. 1 (this “Amendment”) is effective as of September 8, 2006, and is
      by and between Capital Growth Systems, Inc., a Florida corporation (the
“Company”), and Thomas G. Hudson, a resident of Minnesota (the “Executive”). All
      capitalized terms used in this Amendment and not otherwise defined shall have
      the meanings assigned to them in the Option Agreement (as defined
      below).




WHEREAS,
      the Company and the Executive entered into an Employment Agreement, dated as
      of
      June 28, 2006 as amended by that certain Amendment No. 1 to Employment Agreement
      dated as of September 8, 2006 (together, the “Employment Agreement”), pursuant
      to which the Company employs the Executive;




WHEREAS,
      pursuant to the terms of the Employment Agreement, Executive was granted an
      option to purchase 1,496,993 shares of common stock of the Company (the
“Employee Options”) as provided under that certain Stock Option Agreement dated
      as of June 28, 2006 (the “Option Agreement”);




WHEREAS,
      the Company now wishes to clarify Section 2 of the Option Agreement governing
      the exercise price of the Employee Options and to amend Section 6 governing
      the
      terms under which the Employee Options may be exercised, all as provided
      herein.




NOW,
      THEREFORE, in consideration of the foregoing recitals, and other good and
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the Company and the Executive, intending to be legally bound,
      hereby agree as follows:




1.  Clarification
      of Exercise Price .
      In
      order to clarify Section 2 of the Option Agreement governing the exercise price
      of the options, Section 2 of the Option Agreement is hereby revised in its
      entirety to read as follows:




“2.  Exercise
      Price :
      $.70
      per share (as equitably adjusted for reverse splits, forward splits and
      recapitalizations).”




2.  Amendment
      of Option Agreement Regarding Exercise Terms .
      Section
      6 of the Option Agreement is hereby revised in its entirety to read as
      follows:




“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 also 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.”







3.  Construction;
      Severability .
      The
      provisions of this Amendment shall be applied and interpreted in a manner
      consistent with each other so as to carry out the purposes and intent of the
      parties hereto, but if for any reason any provision hereof is determined to
      be
      unenforceable or invalid, such provision or such part thereof as may be
      unenforceable or invalid shall be deemed severed from this Amendment and the
      remaining provisions carried out with the same force and effect as if the
      severed provision or part thereof had not been a part of this
      Amendment.




4.  Counterparts .
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same Amendment.




5.  Continuation .
      Except
      as amended hereby, the Option Agreement shall remain in full force and
      effect.




***[Signature
      Page to Follow]***






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IN
      WITNESS WHEREOF, the undersigned have executed this Amendment.




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





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