**EXHIBIT
      10.28**




**SEPARATION
      AGREEMENT**




This
      Separation Agreement (“Agreement”) is made as of the 30th day of September, 2006
      by and between Capital Growth Systems, Inc., a Florida corporation (“Company”),
      and Rory Herriman, CTO of Capital Growth Systems, Inc.
      (“Executive”).




**RECITALS**




A.  The
      Company and Executive are parties to an Employment Agreement, dated as of April
      26, 2004 (“Employment Agreement”), pursuant to which Executive serves as the
      Chief Technology Officer, Chief Operating Officer and/or any other office or
      position (“CTO”) of the Company and NEXVU Technologies, L.L.C., a Delaware
      limited liability company (“Subsidiary”).




B.  The
      Company and Executive have agreed that Executive will cease to serve as the
      CTO
      of the Company before the end of the term set forth in the Employment Agreement.




C.  The
      Chief
      Executive Officer of the Company has approved this Agreement.




NOW
      THEREFORE, the parties agree as follows:




1.  Termination
      of Employment .




(a)  The
      Employment Agreement and Executive’s service as CTO are hereby terminated with
      effect as of the date of this Agreement (“Effective Date”).




(b)  Contemporaneously
      with the execution and delivery of this Agreement, with effect as of the
      Effective Date, Executive, by execution of this Agreement hereby resigns as
      CTO
      of the Company, Subsidiary and any other subsidiaries that may be maintained
      by
      the Company.




(c)  Executive
      and the Company agree and acknowledge that this Agreement sets forth the
      parties’ mutual understanding with respect to Executive’s termination of
      employment with the Company and Subsidiary and the termination of the Employment
      Agreement. Executive and the Company agree that the termination of employment
      set forth herein is not a termination of Executive by the Company or Subsidiary
      “With Cause” or “Without Cause” within the meaning of, or for purposes of, the
      Employment Agreement. In addition, the Company and Executive agree that the
      termination of Executive’s employment pursuant to this Agreement is deemed not
      to be a compensable event within the meaning of, and for purposes of, the
      Employment Agreement, and therefore, Executive is not entitled
      to payment of additional base salary, bonus or incentive compensation beyond
      that earned through the termination of his Employment Agreement. Executive’s
      sole right to compensation or other payments from the Company after the
      Effective Date shall be as set forth in Section 4 below.




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**2.**  Payments .




Company
      will pay Executive all salary, any earned bonus, payment for accrued, but unused
      vacation and unpaid business expenses through the Effective Date, subject to
      all
      applicable state and federal taxes and withholding requirements, which sum
      shall
      be paid during the next payroll period immediately following the Effective
      Date.
      In addition, Company shall offer to Executive the right to purchase the computer
      laptop currently in use by Executive for a purchase price of $1.




3.  Transition
      of Toyota Financial Services consulting engagement .
      Upon
      consent of Toyota Financial Services, the Company agrees to transfer and/or
      assign the existing Toyota Financial Services agreement to Executive or the
      company in which Executive is employed. The Company will use all commercially
      reasonable efforts to assist Executive in the transition of the agreement with
      Toyota Financial Services to the Executive or company in which the Executive
      is
      employed. This shall include, but not be limited to, the assignment and/or
      termination of the agreement with Toyota Financial Services at the sole
      discretion of Toyota Financial Services, assignment of any Company documentation
      specific to such services and release from any obligations under Section 5
      and
      Section 8 of this Agreement as it pertains to Toyota Financial Services and
      payment of all outstanding invoices to sub contractors of Company currently
      providing services on behalf of Company to Toyota in accordance with agreed
      upon
      payment terms. Executive agrees to assume any and all obligations and
      liabilities of the Company arising from the existing Toyota Financial Services
      contract upon the completion of such transfer and/or assignment by the Company
      from the date of the transfer and/or assignment.




**4.**  Options
      and Other Payments .
      In
      accordance with the Stock Option Grant Agreement dated April 19, 2004 between
      Rory Herriman and Capital Growth Systems, Inc., the vested portion ( *i.e.,* the
      option to purchase up to 322,500 shares of the Company’s common stock, $0.00001
      par value, (“Common Stock”) of Executive’s option to purchase up to 430,000
      shares of Common Stock shall remain in effect and shall be exercisable by
      Executive at any time on or before January 28, 2014. The remaining unvested
      portion of the Option ( *i.e.* ,
      to
      purchase up to 107,500 shares) shall vest upon its scheduled date **of
      January 1, 2007** and
      Executive shall have the right to exercise such options in accordance with
      this Section
      4 .




5.  Certain
      Covenants .
      All
      references to the Company in this Section 5 shall
      include the Subsidiary and all other subsidiaries of the Company and shall
      include “Affiliates” of the Company, as that term is construed under Rule 405 of
      the Securities Act of 1933, as amended.




(a)  Non-Disclosure
      of Confidential Information .
      During
      the course of Executive’s employment with the Company, the Company made
      available to Executive, for the purpose of allowing Executive to perform his
      duties, certain special and unique confidential and proprietary information
      of
      the Company that is not generally known to the public or to the Company’s
      industry, including but not limited to, certain records, phone locations,
      documentation, software programs, price lists, customer lists, contract prices
      for the Company’s services, business plans and prospects of the Company,
      equipment configurations, ledgers and general information, employee records,
      mailing lists, accounts receivable and payable ledgers, financial and other
      records of the Company or its affiliates, and other similar matters (all such
      information being hereinafter referred to as “Confidential Information”).
      Accordingly, Executive hereby agrees that:




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(i)  Without
      the prior written consent of the Company, Executive will not, for the period
      commencing on the Effective Date for a period of two (2) years, directly or
      indirectly, divulge to any individual, firm, corporation, limited liability
      company, organization, partnership or any other entity (hereinafter referred
      to
      as “Third Parties”), or use, disclose or cause or authorize any Third Parties to
      use or disclose the Confidential Information, except as required by law; provided,
      however, that the Executive notifies the Company of such required disclosure
      promptly and in writing and cooperates with the Company, at the Company’s
      request and expense, in any lawful action to contest or limit the scope of
      such
      required disclosure ;
      and




(ii)  Executive
      shall deliver or cause to be delivered to the Company any and all Confidential
      Information, including drawings, notebooks, notes, records, keys, disks data
      and
      other documents and materials belonging to the Company which are in his
      possession or under his control relating to the Company, regardless of the
      medium upon which it is stored, and will deliver to the Company upon the
      Effective Date any other property of the Company which is in his possession
      or
      control.




(b)  Non-Solicitation
      Covenant .
      Executive hereby covenants and agrees that for the period commencing on the
      Effective Date, Executive shall not induce or attempt to induce any employee
      of
      the Company to leave the employ of the Company, or in any way interfere with
      the
      relationship between any such employee and the Company.




(c)  Duty
      Not to Defame, Disparage or Interfere with Business .
      Executive agrees neither to defame the Company or its officers, employees or
      directors nor engage in any conduct or induce any other person to engage in
      any
      conduct that is any way injurious to the Company’s reputations and interests or
      the reputations and interests of any of the Company’s agents, officers,
      employees, directors, products or services (including, without limitation,
      any
      negative or derogatory statements or writings). In addition, Executive shall
      not
      request, advise, or directly or indirectly, invite any of the existing
      customers, suppliers or service providers of the Company to withdraw, curtail
      or
      cancel its business with the Company.




(d)  Remedies .




(i)  Injunctive
      Relief .
      Executive expressly acknowledges and agrees that the business of the company
      is
      highly competitive and that a violation of any of the provisions of Sections
      5(a), 5(b) or 5(c) would cause immediate and irreparable harm, loss and damage
      to the Company not adequately compensable by a monetary award. Executive further
      acknowledges and agrees that the time periods provided for herein are the
      minimum necessary to adequately protect the Company’s business, the enjoyment of
      the Confidential Information and the goodwill of the Company. Without limiting
      any of the other remedies available to the Company at law or in equity, or
      the
      Company’s right or ability to collect money damages, Executive agrees that any
      actual or threatened violation of any of the provisions of Sections 5(a), 5(b)
      or 5(c) may be immediately restrained or enjoined by any court of competent
      jurisdiction, and that a temporary restraining order or emergency, preliminary
      or final injunction may be issued in any court of competent jurisdiction,
      without notice and without bond. Notwithstanding anything to the contrary
      contained in this Agreement, the provisions of this Section 5(d) shall survive
      the termination of this Agreement.




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(ii)  Enforcement .
      It is
      the desire of the parties that the provisions of Sections 5(a), 5(b) or 5(c)
      be
      enforced to the fullest extent permissible under the laws and public policies
      in
      each jurisdiction in which enforcement might be sought. Accordingly, if any
      particular portion of Sections 5(a), 5 (b), 5(c) shall ever be adjudicated
      as
      invalid or unenforceable, or if the application thereof to any party or
      circumstance shall be adjudicated to be prohibited by or invalidated by such
      laws or public policies, such section or sections shall be: (A) deemed amended
      to delete there from such portions so adjudicated; or (B) modified as determined
      appropriate by such a court, such deletions or modifications to apply only
      with
      respect to the operation of such section or sections in the particular
      jurisdictions so adjudicating on the parties and under the circumstances as
      to
      which so adjudicated.




6.  Disclosure
      Regarding Agreement .
      The
      parties agree that the Company may make such disclosure regarding Executive’s
      termination as CTO of the Company as in the judgment of the Company’s counsel is
      required by law, or regulation. In the event of an inquiry to the Company from
      third parties as to the circumstances surrounding Executive’s cessation of
      employment, the Company will advise such parties that Executive and the Company
      agreed to mutually part company as Executive has elected to pursue other
      business interests.




7.  Representations
      and Warranties .




(a)  Executive
      represents and warrants to the Company that to the best of his knowledge he
      has
      not engaged in any violation of law or any breach of any fiduciary duty owed
      as
      an officer of the Company that could give rise to the Company having a claim
      against him.




(b)  The
      Company represents and warrants to Executive that to the best of the Company’s
      knowledge the Company has not engaged in any violation of law that could give
      rise to Executive having a claim against the Company.




8.  Releases .




(a)  The
      Company forever releases, remises and discharges Executive, together with his
      heirs, personal representatives, successors and assigns (collectively the
“Employee Released Parties”) from any and all claims, claims for relief,
      demands, actions and causes of action of any kind or description whatsoever,
      known or unknown, whether arising out of contract, tort, statute, treaty or
      otherwise, in law or in equity, which the Company now has or has had against
      any
      Employee Released Party from the beginning of the world to the date of this
      Agreement arising from, connected with, or in any way growing out of, directly
      or indirectly, Executive’s employment with the Company, his service on behalf of
      the Company, or any other transaction between the parties prior to the date
      of
      this Agreement and all effects, consequences, losses, damages, negotiations
      and
      dealings relating thereto; provided, however, that nothing in this
      Section 8(a) will bar, impair or affect any of the obligations, covenants
      and agreements of Executive set forth in this Agreement.




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(b)  Executive,
      for himself and his heirs, spouse, children, personal representatives,
      successors and assigns, forever releases, remises and discharges the Company
      and
      each of its past, present, and future officers, directors, shareholders,
      members, trustees, agents, representatives, affiliates, successors and assigns
      (collectively the “Employer Released Parties”) from any and all claims, claims
      for relief, demands, actions and causes of action of any kind or description
      whatsoever, known or unknown, whether arising out of contract, tort, statute,
      treaty or otherwise, in law or in equity, which Executive now has, has had,
      or
      may hereafter have against any of the Employer Released Parties from the
      beginning of the world to the date of this Agreement, arising from, connected
      with, or in any way growing out of, directly or indirectly, Executive’s
      employment by the Company, the services provided by Executive to the Company,
      the contemplated assignment/transfer of the Toyota Financial Services agreement
      upon assignment/transfer or any transaction prior to the date of this Agreement
      and all effects, consequences, losses and damages relating thereto, including,
      but not limited to, all claims arising under the Civil Rights Acts of 1866
      and
      1964, the Fair Labor Standards Act of 1938, the Equal Pay Act of 1963, the
      Age
      Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the
      Older Workers Benefit Protection Act of 1990, the Americans With Disabilities
      Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act
      of
      1993, and all other federal or state laws governing employers and employees;
      provided, however, that nothing in this Section 8(b) will bar, impair or
      affect the obligations, covenants and agreements of the Company set forth in
      this Agreement.




9.  Covenants;
      Bylaws .




(a)  Covenant
      Not to Sue by Executive .
      Executive agrees that he will not now or hereafter commence or initiate any
      claim or charge of employer discrimination with any governmental agency or
      sue
      the Company concerning any claims relating to his employment and/or termination
      of employment with the Company, except as the same may affect Executive’s rights
      with respect to the enforcement of this Agreement. This Agreement may be pled
      as
      a full and complete defense to, and may be used as a basis for injunction
      against, any action or proceeding Executive may institute, prosecute, or
      maintain in breach of this Agreement.




(b)  Covenant
      Not to Sue by Employer .
      The
      Company agrees that it will not now or hereafter commence or initiate any claim
      or charge with any governmental agency or sue Executive concerning any claims
      relating to his employment and/or termination of employment with the Company,
      except as the same may affect the Company’s rights with respect to the
      enforcement of this Agreement. This Agreement may be pled as a full and complete
      defense to, and may be used as a basis for injunction against, any action or
      proceeding the Company may institute, prosecute, or maintain in breach of this
      Agreement.




(c)  The
      Company will abide by its indemnification obligations pursuant to its
      bylaws.




10.  Notice .
      Any
      notice required or permitted to be given to a party pursuant to the provisions
      of this Agreement must be in writing and will be deemed to have been given
      on
      the date of receipt if delivered by messenger or transmitted via facsimile
      to,
      or if mailed to such party by registered or certified mail, postage prepaid,
      at,
      the address for such party set forth below (or to such other address or party
      as
      such party shall designate in writing to the other party from time to
      time).




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***If
                to the Company, to:***
            Capital
                Growth Systems, Inc.
              50
                E. Commerce Drive, Suite A
              Schaumburg,
                IL 60173
              Attention:President
              Facsimile:630-872-5801***If
                to Executive, to:***
            The
                address set forth directly below his
                signature.





11.  Modification
      and Waiver .




(a)  No
      waiver
      or modification of this Agreement or of any covenant, condition, or limitation
      herein contained will be valid or effective unless in writing and duly executed
      by the party to be charged therewith and no evidence of any waiver or
      modification will be offered or received in evidence in any proceeding or
      litigation between the parties arising out of or affecting this Agreement,
      or
      the rights or obligations of the parties hereunder, unless such waiver or
      modification is in writing, duly executed as aforesaid.




(b)  The
      parties further agree that the provisions of paragraph (a) above may not be
      waived except as herein set forth. No waiver of any of the provisions of this
      Agreement will be deemed, or will constitute, a waiver of any other provision,
      whether or not similar, nor will any waiver constitute a continuing waiver.
      No
      waiver of any breach of condition of this Agreement will be deemed to be a
      waiver of any other subsequent breach of condition, whether of like or different
      nature.




12.  Consent
      to Jurisdiction, Venue and Service of Process .
      Each of
      the Company and Executive, after having had an opportunity to consult with
      legal
      counsel, knowingly, voluntarily, intentionally, and irrevocably:




(a)  consents
      to the jurisdiction of the courts of Cook County, in the State of Illinois
      and
      in the United States District Court for the Northern District of Illinois with
      respect to any action, suit, proceeding, investigation, or claim arising from
      enforcement of this Agreement (“Litigation”);




(b)  waives
      any objections to the jurisdiction and venue of any Litigation in either such
      court;




(c)  agrees
      not to commence any Litigation except in either of such courts and agrees not
      to
      contest the removal of any Litigation commenced in any other court to either
      of
      such courts;




(d)  agrees
      not to seek to remove, by consolidation or otherwise, any Litigation commenced
      in either of such courts to any other court; and




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(e)  waives
      personal service of process in connection with any Litigation and consent to
      service of process by registered or certified mail, postage prepaid, addressed
      as set forth herein.




These
      provisions will not be deemed to have been modified in any respect or
      relinquished by any party except by written instrument executed in accordance
      with Section 11.




13.  No
      Admission .
      This
      Agreement is the compromise of actual or possible claims and nothing herein,
      nor
      any payment made pursuant to this Agreement, shall constitute, or be construed
      as, an admission of any charge or allegation or concession of liability, which
      is expressly denied. Neither this Agreement nor any payment made pursuant to
      this Agreement is admissible in evidence against the Company for any purpose,
      except for seeking its enforcement.




14.  Severability .
      Wherever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law if a judicial
      determination is made that any of the provisions of this Agreement constitutes
      an unreasonable or otherwise unenforceable restriction against any party, the
      parties hereto agree and it is their desire, that the court shall substitute
      a
      judicially enforceable limitation in its place, and that as so modified the
      covenant shall be binding upon the parties as if originally set forth herein.
      Such determination shall not affect the validity of the remaining
      provisions.




15.  Further
      Assurances .
      The
      parties agree to take such action and execute and deliver, promptly upon
      request, such additional documents as may be necessary or appropriate to
      implement the terms of this Agreement and effectuate its intent.




16.  Costs
      and Expenses .
      In the
      event of a breach of this Agreement, the prevailing party shall recover from
      the
      non-prevailing party all costs and expenses, including actual attorney’s fees,
      incurred in compelling compliance with this Agreement.




17.  Governing
      Law .
      This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Illinois, without giving effect to its principles of conflicts of
      laws.




18.  Entire
      Agreement .
      This
      Agreement constitutes the entire agreement between the parties pertaining to
      the
      subject matter hereof and supersedes all prior and contemporaneous agreements,
      representations, and understandings, whether oral or in writing, of the parties.




19.  Counterparts .
      This
      Agreement may be executed in one or more counterparts, whether by photocopy,
      original or facsimile, each of which will be deemed to constitute an original
      but all of which together will constitute one and the same
      instrument.




20.  Successors
      and Assigns .




(a)  Executive
      may not assign any rights or obligations under this Agreement without the prior
      written consent of the Company. This Agreement will be binding upon and inure
      to
      the benefit of Executive and his heirs, spouse, children, personal
      representatives, and permitted successors and assigns.




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(b)  The
      Company may assign any rights or obligations under this Agreement without the
      prior written consent of Executive. This Agreement will be binding upon and
      inure to the benefit of the Company and its successors and assigns.




21.  Third
      Party Beneficiaries .
      Each of
      the Employer Released Parties that is not a party to this Agreement will be
      a
      third party beneficiary of this Agreement. Each of the Employee Released Parties
      that is not a party to this Agreement will be a third party beneficiary of
      this
      Agreement. This Agreement will be enforceable by each such Employer Released
      Party and each such Employee Released Party to the same extent as if the
      Releasee were a party hereto.




22.  Return
      of Other Company Property .
      Except
      as provided herein, Executive agrees that he will, within thirty (30) days
      after
      the Effective Date, return to the Company all of its property, including but
      not
      limited to, any Company credit cards, keys, office furniture and equipment.
      The
      Company may cancel any Company credit cards at any time.




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




COMPANY:
            
            EXECUTIVE:CAPITAL
                GROWTH SYSTEMS, INC./s/
                Rory HerrimanRory
                HerrimanBy:
            /s/
                Derry L. BehmIts:
            Chief
              Financial Officer
            
            Address:







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