**EXHIBIT
      10.5**




**BRIDGE** **NOTE
      PURCHASE AGREEMENT**




THIS
      NOTE
      PURCHASE AGREEMENT (“Agreement”) is made as of August 23, 2006, by and
      among Capital
      Growth Systems, Inc .,
      a
      Florida corporation (“Borrower” or “Company”), and the lenders (each
      individually a “Lender,” and collectively the “Lenders”) executing a counterpart
      copy of this Agreement. Capitalized terms not otherwise defined in this
      Agreement shall have the meanings ascribed to them in Section 1 below.




WHEREAS,
      each of the Lenders intends to fund a bridge loan to Company, which loan is
      anticipated to be repaid from the proceeds of an equity financing by Borrower
      of
      not less than $5,000,000 (the “Pipe Financing”) as set forth below; such bridge
      loans to the Company shall be in the form of either a cash loan or an assignment
      to the Company of a promissory note (or interest therein) issued by 20/20
      Technologies, Inc. (either issued by itself or together with its subsidiaries
      Magenta Netlogic, Limited and 20/20 Technologies LLC I as co-borrowers—each a
“20/20 Note”), which shall be accorded a bridge loan value in such event equal
      to the value set forth on the execution page of each such contributing
      individual.




WHEREAS,
      the Pipe Financing shall be structured as an issuance of Units comprised of
      Series A Preferred Stock and warrants (the “Units Warrants”) to purchase Series
      A Preferred Stock. The Series A Preferred Stock shall automatically convert
      to
      Common Stock of the Company upon the amendment of its articles of incorporation
      to authorize the issuance of not less than 50,000,000 shares of Common Stock.
      The “Pipe Common Stock Price” shall be the Unit purchase price divided by the
      number of shares of Common Stock issuable to Units purchasers on conversion
      of
      the Series A Preferred Stock to Common Stock before giving effect to the Units
      Warrants. It is anticipated that he Pipe Common Stock Price shall be $0.90
      per
      share, as specified in the draft private placement memorandum for the Units,
      a
      copy of which have been made available for review by each Lender;
      and




WHEREAS,
      the parties wish to provide for the sale and issuance of the Notes in return
      for
      the provision by the Lenders of the Consideration to the Company on the terms
      and subject to the conditions set forth in this Agreement, and the collateral
      security set forth below.




NOW,
      THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:




1.  Definitions .




(a)  “ *Aggregate
      Loan Amount* ”
shall
      mean Notes with an aggregate principal amount of up to $6,000,000, or such
      greater amount as is mutually agreed between the Company on the one hand and
      holders of in excess of 50% of the original principal amount of the
      Notes.




(b)  “ *Consideration* ”
shall
      mean the amount of money paid by each Lender pursuant to execution of a
      counterpart of this Agreement, or the value as set forth on the counterpart
      signature page of this Agreement of the 20/20 Note (or interest therein), which
      20/20 Note and associated contract rights and warrants held by such Lender
      is
      hereby assigned by the Lender to the Company.







(c)  “ *Price* ”
shall
      mean the purchase price for Equity Units.




(d)  “ *Initial
      Closing Date* ”
shall
      be the date on which at least $5,000,000 of Pipe Financing has been
      consummated.




(e)  “ *Knowledge* ”
shall
      mean the actual knowledge of any officer of the Company.




(f)  “ *Majority
      Note Holders* ”
shall
      mean the holders of a majority in interest of the aggregate principal amount
      of
      Notes.




(g)  “ *Maturity
      Date* ”
shall
      mean as to each Note, 120 days following the date of the Note.




(h)  “ *Pipe
      Common Stock Price* ”
shall
      have the meaning set forth in the preamble hereof.




(i)  “ *Pipe
      Financing* ”
shall
      have the meaning set forth in the preamble hereof;




(j)  “ *Notes* ”
shall
      mean the one or more unsecured convertible promissory notes issued to each
      Lender pursuant to Section 2.1 below,
      the form of which is attached hereto as Exhibit A .




(k)  “ *Securities* ”
shall
      have the meaning set forth in Section 6.2 below.




(l)  “ *Warrants* ”
shall
      mean the detachable warrants issuable pursuant to Section 2
      below.




2.  Terms
      of the Notes and
      Warrants .
      In
      return for the Consideration paid by each Lender, the Borrower shall sell and
      issue to such Lender one or more unsecured Notes in the principal amount equal
      to the dollar amount set forth below the Lender’s name on the signature page
      hereof (the aggregate principal amount so sold being the “Aggregate Note
      Amount”), bearing interest at 18% per annum. Borrower in its sole discretion may
      increase the Aggregate Note Amount with respect to any Lender. In addition,
      simultaneous with the initial funding of the Pipe Financing, the Company shall
      issue to Lender a warrant (“Warrant”) expiring on the earlier of December 31,
      2011 or 30 days following delivery of a Call Notice (after achievement of a
      price of at least $4.00 per share and the effectiveness of an underlying
      registration statement as more fully described in the Warrant) to purchase
      a
      number of shares of Series A Preferred Stock, which upon conversion to rights
      to
      acquire Common Stock shall be exercisable to purchase 37,500 shares of Common
      Stock for each $100,000 of Notes investment, exercisable at the Pipe Common
      Stock Price, all as more fully set forth on Exhibit
      B .
      Company
      further agrees to apply 25% of all net proceeds it receives from the Pipe
      Financing after $5,000,000 has been raised from the Pipe Financing and until
      $10,000,000 has been raised from the Pipe Financing, and 50% of all net proceeds
      from the Pipe Financing in excess of $10,000,000 of Pipe Financing proceeds
      raised, toward payoff of the Notes, on a pro rata basis (allocated pro rata
      among all the Notes) based on outstanding principal amount.




2


To
      the
      extent the Consideration provided by the Lender is an assignment of the Lender’s
      20/20 Note and associated contract rights, by execution hereof, such Lender
      assigns to Borrower all right title and interest in the 20/20 Note and all
      associated contract rights related thereto, free and clear from all liens and
      encumbrances, including but not limited to the Note Administration Agreement
      (if
      the undersigned is a party to that agreement among LaSalle 20/20 Lender, LLC
      and
      the holders of promissory notes subject to such agreement, the loan and security
      agreement pursuant to which the undersigned has been granted a security interest
      in the assets of the co-borrowers with respect to the 20/20 Note, and the
      interest of the undersigned with respect to the Amended and Restated
      Intercreditor Agreement dated as of September 20, 2000 as amended through the
      date hereof among LaSalle 20/20 Lender LLC on behalf it itself and participating
      noteholders, Augustine Fund, LP and the “Other Lenders” named therein (including
      Como Investments Series A, LLC); the 20/20 Note and associated contracts
      referenced herein are collectively referred to as the “20/20 Note
      Documents.”




3.  Closing .
      Each
      closing for the purchase of the Notes shall take place at the offices of the
      Borrower at 12:00 p.m., on the date of counterpart execution of this Agreement
      by the Lender in question, or at such other time and place as the Borrower
      and
      each Lender shall agree. At each Closing, each Lender shall deliver the
      Consideration to the Borrower and the Borrower shall deliver to each Lender
      one
      or more executed Notes in return for the respective Consideration provided
      to
      the Borrower.




4.  Use
      of
      Consideration .
      Subscription proceeds from the Notes shall be deposited in an escrow account
      to
      be established by the Company with Kelley Drye & Warren or such other entity
      as Company shall select, and shall be held in escrow pending the sale of at
      least $5,000,000 of Notes (or such lesser amount agreeable to the Company and
      the Majority Note Holders), to be released from escrow in connection with the
      closing of the acquisition of 20/20 Technologies, Inc. by the Company (through
      merger with a subsidiary of the Company or as otherwise agreed to by the
      Company). Interest shall accrue on the Notes effective as of the date of the
      closing of such acquisition. Borrower can use the proceeds of respective
      Consideration provided to the Borrower toward the acquisition of 20/20
      Technologies, Inc. and toward working capital proceeds.




5.  Representations
      and Warranties of the Borrower .
      In
      connection with the transactions provided for herein, the Borrower hereby
      represents and warrants to the Lenders that:




5.1  Organization,
      Good Standing and Qualification .
      The
      Borrower is a corporation, validly existing, and in good standing under the
      laws
      of the State of Florida and has all requisite corporate power and authority
      to
      carry on its business as now conducted. The Borrower is duly qualified to
      transact business and is in good standing in each jurisdiction in which the
      failure to so qualify would have a material adverse effect on its business
      or
      properties.




5.2  Authorization .
      All
      corporate action has been taken on the part of the Borrower, its shareholders,
      officers, and directors necessary for the authorization, execution, delivery
      and
      performance, of this Agreement and the Notes and Warrants. Except as may be
      limited by applicable bankruptcy, insolvency, reorganization, or similar laws
      relating to or affecting the enforcement of creditors’ rights, the Borrower has
      taken all corporate action required to make all of the obligations of the
      Borrower reflected in the provisions of this Agreement and the Notes and
      Warrants the valid and enforceable obligations they purport to be.




3


5.3  Compliance
      with Other Instruments .
      Neither
      the authorization, execution and delivery of this Agreement or the Notes and
      Warrants, nor the issuance and delivery of the Notes and Warrants, will
      constitute or result in a default or violation of any law or regulation
      applicable to the Borrower or any term or provision of the Borrower’s current
      Articles, Bylaws or any material agreement or instrument by which it is bound
      or
      to which its properties or assets are subject.




5.4  Valid
      Issuance .
      The
      Common Stock or Series A Preferred Stock issuable upon exercise of the Warrants
      will be, when issued in accordance with the terms of this Agreement, duly and
      validly issued, fully paid and nonassessable and, based in part upon the
      representations and warranties of the Lenders in this Agreement, will be issued
      in compliance with all applicable federal and state securities
      laws.




5.5  No
      Violation .
      The
      Borrower is not in violation of any order of any court, arbitrator or
      governmental body, material laws, ordinances or governmental rules or
      regulations (domestic or foreign) to which it is subject.




5.6  No
      Litigation .
      There
      are no suits or proceedings pending or, to the Knowledge of the Borrower,
      threatened in any court or before any regulatory commission, board or other
      governmental administrative agency against or affecting the Borrower which
      if
      determined adversely to the Borrower could result in a material adverse effect
      on the Borrower’s business as presently conducted or its ability to perform its
      obligations hereunder or under the Notes.




5.7  Arms’
      Length Transactions .
      The
      transactions evidenced by this Agreement and the Notes and the other documents
      and instruments delivered in connection herewith or therewith (a) are the result
      of arms’ length negotiations among the parties hereto, (b) are made on
      commercially reasonable terms and (c) are undertaken by the Borrower without
      any
      intent to hinder, delay or defraud any entity to which the Borrower is or may
      become indebted.




6.  Representations
      and Warranties of the Lenders .
      In
      connection with the transactions provided for herein, each Lender hereby
      represents and warrants to the Borrower that:




6.1  Authorization .
      This
      Agreement constitutes such Lender’s valid and legally binding obligation,
      enforceable in accordance with its terms, except as may be limited by (i)
      applicable bankruptcy, insolvency, reorganization, or similar laws relating
      to
      or affecting the enforcement of creditors’ rights and (ii) laws relating to the
      availability of specific performance, injunctive relief or other equitable
      remedies. Each Lender represents that the execution, delivery and performance
      of
      this Agreement has been duly authorized and approved by such
      Lender.




6.2  Purchase
      Entirely for Own Account .
      Each
      Lender acknowledges that this Agreement is made with Lender in reliance upon
      such Lender’s representation to the Borrower that the Notes and any capital
      stock issuable upon exercise of the Warrants (collectively, the “Securities”)
      will be acquired for investment for Lender’s own account, as principal and not
      as a nominee or agent, and not with a view to the resale or distribution of
      any
      part thereof, and that such Lender has no present intention of selling, granting
      any participation in, or otherwise distributing the same. By executing this
      Agreement, each Lender further represents that such Lender does not have any
      contract, undertaking, agreement or arrangement with any person to sell,
      transfer or grant participations to such person or to any third person, with
      respect to the Securities.




4


6.3  Disclosure
      of Information .
      Each
      Lender acknowledges that he or it has received all the information, documents
      and materials he or it considers necessary or appropriate for deciding whether
      to acquire the Notes, and has been provided access to all public filings of
      Borrower with the Securities & Exchange Commission. Each Lender confirms
      that he or it has made such further investigation of the Borrower as was deemed
      appropriate to evaluate the merits and risks of this investment. Each Lender
      further represents that he or it has had an opportunity to ask questions and
      receive answers from the Borrower regarding the terms and conditions of the
      offering of the Notes and Warrants.




6.4  Investment
      Experience .
      Each
      Lender is an investor in securities of companies in the development stage and
      acknowledges that he or it is able to fend for itself, can bear the economic
      risk of its investment and has such knowledge and experience in financial or
      business matters that it is capable of evaluating the merits and risks of the
      investment in the Notes and the Equity Units. If other than an individual,
      each
      Lender also represents he or it has not been organized solely for the purpose
      of
      acquiring the Notes and the Equity Units.




6.5  Accredited
      Investor .
      Each
      Lender is an “accredited investor” within the meaning of Rule 501 of Regulation
      D of the Securities Act of 1933, as presently in effect (the “Securities
      Act”).




6.6  Restricted
      Securities .
      Each
      Lender understands that the Securities are characterized as “restricted
      securities” under the federal securities laws inasmuch as they are being
      acquired from the Borrower in a transaction not involving a public offering
      and
      that under such laws and applicable regulations such securities may not be
      resold except through a valid registration statement or pursuant to a valid
      exemption from the registration requirements under the Securities Act and
      applicable state securities laws. Each Lender represents that he or it is
      familiar with Rule 144 of the Securities Act, and understands the resale
      limitations imposed thereby and by the Securities Act and applicable state
      securities laws.




6.7  Further
      Limitations on Disposition .
      Without
      in any way limiting the representations and warranties set forth above, each
      Lender further agrees not to make any disposition of all or any portion of
      the
      Securities unless and until the transferee has agreed in writing for the benefit
      of the Borrower to be bound by this Section 6 and:




(a)  There
      is
      then in effect a registration statement under the Securities Act covering such
      proposed disposition and such disposition is made in accordance with such
      registration statement; or




(b)  (i) Lender
      has notified the Borrower of the proposed disposition and has furnished the
      Borrower with a detailed statement of the circumstances surrounding the proposed
      disposition and (ii) if reasonably requested by the Borrower, Lender shall
      have
      furnished the Borrower with an opinion of counsel, reasonably satisfactory
      to
      the Borrower, that such disposition will not require registration of such shares
      under the Securities Act.




5


(c)  All
      transferees agree in writing to be subject to the terms hereof, and any other
      agreements to which such Securities may be subject, to the same extent as if
      they were Lenders hereunder, including but not limited to the Note
      Administration and Security Agreement in the form attached hereto as Exhibit
      C.




6.8  Legends .
      It is
      understood that the certificates evidencing the Securities, or any other
      securities issued in respect of the Securities upon any stock split, stock
      dividend, recapitalization, merger, consolidation, conversion, exercise or
      similar event, shall bear the legends required by applicable law as well as
      such
      agreements to which such Securities may be subject, including, without
      limitation, legends relating to restrictions on transfer under federal and
      state
      securities laws and legends required under applicable state securities laws,
      as
      well as the following legend:




“THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY
      NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
      EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED, (B) AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER
      THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR (C) AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
      (IF
      AVAILABLE), IN EACH OF CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE
      STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”




7.  Defaults
      and Remedies .




7.1  Events
      of Default .
      The
      following events shall be considered Events of Default with respect to each
      Note:




(a)  The
      Borrower shall default in the payment of any part of the principal or unpaid
      accrued interest on any Note for more than thirty (30) days after the Maturity
      Date or at a date fixed by acceleration or otherwise;




(b)  The
      Borrower shall make an assignment for the benefit of creditors, or shall admit
      in writing its inability to pay its debts as they become due, or shall file
      a
      voluntary petition for bankruptcy, or shall file any petition or answer seeking
      for itself any reorganization, arrangement, composition, readjustment,
      dissolution or similar relief under any present or future statute, law or
      regulation, or shall file any answer admitting the material allegations of
      a
      petition filed against the Borrower in any such proceeding, or shall seek or
      consent to or acquiesce in the appointment of any trustee, receiver or
      liquidator of the Borrower, or of all or any substantial part of the properties
      of the Borrower, or the Borrower or its respective manager, officers or majority
      members shall take any action looking to the dissolution or liquidation of
      the
      Borrower;




6


(c)  Within
      sixty (60) days after the commencement of any proceeding against the Borrower
      seeking any bankruptcy reorganization, arrangement, composition, readjustment,
      liquidation, dissolution or similar relief under any present or future statute,
      law or regulation, such proceeding shall not have been dismissed, or within
      sixty (60) days after the appointment without the consent or acquiescence of
      the
      Borrower of any trustee, receiver or liquidator of the Borrower or of all or
      any
      substantial part of the properties of the Borrower, such appointment shall
      not
      have been vacated; or




(d)  The
      Borrower or any of its subsidiaries shall fail to observe or perform any other
      obligation to be observed or performed by it under this Agreement or the Notes
      or the Note Administration and Security Agreement attached hereto as Exhibit
      C
      within 30 (thirty) days after written notice from the Servicer named therein
      (the “Servicer”) or the Majority Note Holders to perform or observe the
      obligation, or any representation or warranty made by the Borrower hereunder
      or
      thereunder shall be false in any material respect as of the date made and such
      representation or warranty is not cured, if susceptible to cure, within 30
      (thirty) days after the Borrower’s Knowledge of such failure.




7.2  Remedies .
      Upon
      the occurrence of an Event of Default under Section 7.1 hereof,
      at the option and upon the declaration of the Servicer or the Majority Note
      Holders, acting pursuant to the form of Note Administration and Security
      Agreement, the entire unpaid principal and accrued and unpaid interest on each
      Note, and all other amounts owing under this Agreement shall, without
      presentment, demand, protest, or notice of any kind, all of which are hereby
      expressly waived, be forthwith due and payable, and the Servicer named therein
      and acting on behalf of all of the Note holders may, immediately and without
      expiration of any period of grace, enforce payment of all amounts due and owing
      under each Note and exercise any and all other remedies granted to it at law,
      in
      equity or otherwise; provided, however, that if any Event of Default occurs
      under Sections 7.1(b)
      or 7.1(c) ,
      all
      unpaid principal and accrued and unpaid interest on such Note, and all other
      amounts owing under this Agreement, shall automatically become immediately
      due
      and payable.




8.  Miscellaneous .




8.1  Successors
      and Assigns .
      Except
      as otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties, provided, however, that the Borrower may not assign
      its
      obligations under this Agreement without the written consent of the Servicer
      or
      Majority Note Holders (which shall not be unreasonably withheld), and no Lender
      may, without the written consent of the Borrower (which shall not be
      unreasonably withheld), assign all or any portion of a Note to any person or
      entity. Nothing in this Agreement, express or implied, is intended to confer
      upon any party other than the parties hereto or their respective successors
      and
      assigns any rights, remedies, obligations or liabilities under or by reason
      of
      this Agreement, except as expressly provided in this Agreement.




7


8.2  Governing
      Law .
      This
      Agreement and the Notes shall be governed by and construed under the laws of
      the
      State of Illinois as applied to agreements among Illinois residents, made and
      to
      be performed entirely within the State of Illinois. Any action to enforce this
      Agreement or any of the rights or obligations hereunder shall be litigated
      by
      bench trial, with all parties hereto waiving their right to trial by
      jury.




8.3  Counterparts,
      Power of Attorney .
      This
      Agreement, and any of the other agreements, documents and instruments
      contemplated hereby, may be executed in two or more counterparts, whether by
      original, photocopy, facsimile or email pdf, each of which shall be deemed
      an
      original, but all of which together shall constitute one and the same
      instrument. Delivery of an executed signature page to this Agreement, and any
      of
      the other Agreements, documents and instruments contemplated hereby, by
      facsimile transmission shall be effective as delivery of a manually signed
      counterpart hereof or thereof. By execution of this Agreement, each Lender
      grants an irrevocable power of attorney to each of Thomas G. Hudson, Lee
      Wiskowski, Douglas Stukel and any Servicer named in the Note Administration
      and
      Security Agreement, and any officer of the Servicer (each an “Attorney”) to
      execute in the name, place and stead of each Lender and such Lender’s successors
      in interest: (i) the Note Administration and Security Agreement; (ii) any
      document requiring the execution of the Lender related to any action to be
      taken
      by the Servicer on behalf of such Lender pursuant to the Note Administration
      and
      Security Agreement; and (iii) to the extent the Lender is assigning his or
      its
      interest in a 20/20 Note to the Company, an assignment of the 20/20 Note and
      an
      assignment of each of the other 20/20 Note Documents, and such amendments
      thereto as the Company deems necessary and proper to reflect the purpose and
      intent of this Agreement.




8.4  Titles
      and Subtitles .
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.




8.5  Notices .
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed effectively given: (i) upon personal delivery to
      the
      party to be notified, (ii) when sent by confirmed electronic mail or facsimile
      if sent during normal business hours of the recipient, if not so confirmed,
      then
      on the next business day, (iii) five (5) days after having been sent by
      registered or certified mail, return receipt requested, postage prepaid or
      (iv)
      one (1) day after deposit with a nationally recognized overnight courier,
      specifying next day delivery, with written verification of receipt. All
      communications shall be sent to the respective parties at the following
      addresses (or at such other addresses as shall be specified by notice given
      in
      accordance with this Section 8.5 ):




*If
                to the Borrower:*
            Capital
                Growth Systems, Inc.
              50
                East Commerce Drive - Suite A
              Schaumburg,
                IL 60173
              Attention:Thomas
                Hudson, CEO*If
                to Lenders:*
            At
                the respective addresses shown on the signature page
                hereof.





8


8.6  Finder’s
      Fee .
      Each
      Lender represents that he, she or it neither is nor will be obligated for any
      finder’s fee or commission in connection with this transaction. Each Lender
      agrees to indemnify and to hold harmless the Borrower from any liability for
      any
      commission or compensation in the nature of a finder’s fee (and the costs and
      expenses of defending against such liability or asserted liability) for which
      such Lender or any of its officers, partners, employees or representatives
      is
      responsible. The Borrower agrees to indemnify and hold harmless each Lender
      from
      any personal liability for any commission or compensation in the nature of
      a
      finder’s fee (and the costs and expenses of defending against such liability or
      asserted liability) for which the Borrower or any of its officers, employees
      or
      representatives is responsible.




8.7  Expenses .
      If any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to
      which
      such party may be entitled. The Borrower shall pay all costs and expenses that
      it incurs with respect to the negotiation, execution, delivery and performance
      of this Agreement.




8.8  Entire
      Agreement; Amendments and Waivers .
      This
      Agreement and the Notes and the other documents delivered pursuant hereto
      constitute the full and entire understanding and agreement between the parties
      with regard to the subjects hereof and thereof. The Borrower’s agreements with
      each of the Lenders are separate agreements, and the sales of the Notes to
      each
      of the Lenders are separate sales. Nonetheless, any term of this Agreement
      or
      the Notes may be amended and the observance of any term of this Agreement or
      the
      Notes may be waived (either generally or in a particular instance and either
      retroactively or prospectively), with the written consent of the Borrower and
      either the Majority Note Holders. Any waiver or amendment effected in accordance
      with this Section 8.8 shall be
      binding upon each party to this Agreement and any holder of any Note purchased
      under this Agreement at the time outstanding and each future holder of all
      such
      Notes.




8.9  Effect
      of Amendment or Waiver .
      Each
      Lender acknowledges that by the operation of Section 8.8 hereof,
      the Majority Note Holders will have the right and power to diminish or eliminate
      all rights of such Lender under this Agreement and each Note issued to such
      Lender.




8.10  Severability .
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.




8.11  Exculpation
      Among Lenders .
      Each
      Lender acknowledges that it is not relying upon any person, firm, corporation
      or
      stockholder, other than the Borrower and its officers and directors in their
      capacities as such, in making its investment or decision to invest in the
      Borrower. Each Lender agrees that no other Lender nor the respective controlling
      persons, officers, directors, partners, agents, stockholders or employees of
      any
      other Lender shall be liable for any action heretofore or hereafter taken or
      omitted to be taken by any of them in connection with the purchase and sale
      of
      the Securities.




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      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**




9


IN
      WITNESS WHEREOF, the parties have executed this Bridge Note Purchase Agreement
      as of the date first above written.




BORROWER:
            
            LENDERS:Capital
                Growth Systems, Inc.*[Signature]*By:
            Thomas
                G. HudsonIts:
            Thomas
                G. Hudson
              Chief
                Executive Officer
            
            *[Print
                Name]**Amount:*
            $
            
            (Cash);
                or$
            
            Value
                for 20/20Note*Address:**[Signature]**[Print
                Name]**Amount:*
            $
            
            (Cash);
                or$
            
            Value
                for 20/20Note*Address:*






10


**EXHIBIT** **A**




THIS
      NOTE
      AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
      REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A)
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      (B) AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS
      NOT
      REQUIRED UNDER THE SECURITIES ACT, OR (C) AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH
      OF
      CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS
      OF
      ANY STATE OF THE UNITED STATES.




**CONVERTIBLE
      PROMISSORY NOTE**




$
            
            
            __________,
                2006





FOR
      VALUE
      RECEIVED, Capital
      Growth Systems, Inc .,
      a
      Florida corporation (the “Borrower”), hereby promises to pay to the order of
      [_________________(the “Lender”), the principal sum of __________________
      ($__________), together with interest thereon from the date of this Convertible
      Promissory Note (the “Note”). Simple interest shall accrue on the principal
      balance of this Note at eighteen percent (18%) per annum. The principal and
      accrued interest shall be due and payable by the Borrower on the Maturity
      Date.




This
      Note
      is one of the Notes issued pursuant to the Purchase Agreement dated as of
      August 23, 2006, pursuant to which this form of Note is attached as an
      exhibit (“Purchase Agreement”), and capitalized terms not defined herein shall
      have the meaning set forth in the Purchase Agreement.




1.  Payment .
      All
      payments shall be made in lawful money of the United States of America at the
      principal office of the Borrower, or at such other place as the holder hereof
      may from time to time designate in writing to the Borrower. Payment shall be
      credited first to Costs (as defined below), if any, then to accrued interest
      due
      and payable and any remainder applied to principal. Prepayment may be made
      in
      whole or part without penalty, and the Company shall fund prepayments as
      provided for in the Purchase Agreement. In connection with the delivery,
      acceptance, performance or enforcement of this Note, the Borrower hereby waives
      demand, notice, presentment, protest, notice of dishonor and other notice of
      any
      kind, and asserts to extensions of the time of payment, release, surrender
      or
      substitution of security, or forbearance or other indulgence, without notice.
      The Borrower agrees to pay all amounts under this Note without offset,
      deduction, claim, counterclaim, defense or recoupment, all of which are hereby
      waived.




2.  Amendments
      and Waivers; Resolutions of Dispute; Notice .
      The
      amendment or waiver of any term of this Note, the resolution of any controversy
      or claim arising out of or relating to this Note and the provision of notice
      shall be conducted pursuant to the terms of the Purchase Agreement.




3.  Successors
      and Assigns .
      This
      Note applies to, inures to the benefit of, and binds the successors and assigns
      of the parties hereto; provided, however, that the Borrower may not assign
      its
      obligations under this Note without the written consent of the Servicer or
      Majority Note Holders and the Lender may not, without the written consent of
      the
      Borrower (which shall not be unreasonably withheld), assign all or any portion
      of this Note to any person or entity. Any transfer of this Note may be effected
      only pursuant to the Purchase Agreement and by surrender of this Note to the
      Borrower and reissuance of a new note to the transferee, who agrees in writing
      in form satisfactory to Lender to be bound by the terms of the Purchase
      Agreement. The Lender and any subsequent holder of this Note receives this
      Note
      subject to the foregoing terms and conditions, and agrees to comply with the
      foregoing terms and conditions for the benefit of the Borrower and any other
      Lenders.




A-1


4.  Officers
      and Directors not Liable .
      In no
      event shall any officer or director of the Borrower or Servicer be liable for
      any amounts due and payable pursuant to this Note.




5.  Expenses .
      The
      Borrower and hereby agrees, subject only to any limitation imposed by applicable
      law, to pay all expenses, including reasonable attorneys’ fees and legal
      expenses, incurred by the holder of this Note (“Costs”) in endeavoring to
      collect any amounts payable hereunder which are not paid when due, whether
      by
      declaration or otherwise. The Borrower agrees that any delay on the part of
      the
      holder in exercising any rights hereunder will not operate as a waiver of such
      rights. The holder of this Note shall not by any act, delay, omission or
      otherwise be deemed to have waived any of its rights or remedies, and no waiver
      of any kind shall be valid unless in writing and signed by the party or parties
      waiving such rights or remedies.




6.  Governing
      Law .
      This
      Note shall be governed by and construed under the laws of the State of Illinois
      as applied to other instruments made by Illinois residents to be performed
      entirely within the State of Illinois. Any dispute with respect to this Note
      shall be litigated in the state or federal courts situated in Cook County,
      Illinois.




7.  Approval .
      The
      Borrower hereby represents that it has approved the Borrower’s execution of this
      Note based upon a reasonable belief that the principal provided hereunder is
      appropriate for the Borrower after reasonable inquiry concerning the Borrower’s
      financing objectives and financial situation. In addition, the Borrower hereby
      represents that it intends to use the principal of this Note primarily for
      the
      operations of its business, and not for any personal, family or household
      purpose.




IN
      WITNESS WHEREOF, the Borrower has executed this Note on the day and year first
      above written.




Capital
                Growth Systems, Inc.By:Its:






A-2


**EXHIBIT
      B**




**THIS
      WARRANT AND THE SERIES A PREFERRED STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
      WARRANT AND THE CAPITAL STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT
      BE
      SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF
      COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.**




Right
                to Purchase _____ shares of Series A Convertible Preferred Stock
                of
                Capital Growth Systems, Inc. (subject to adjustment as provided
                herein)


**SERIES
      A CONVERTIBLE PREFERRED** **S** **TOCK
      PURCHASE WARRANT**




No. __________
            Issue
                Date:  _______________Name
                of Holder:________________________Number
                of Shares of Series A Preferred
              Stock
                Subject to this Warrant:_____________




CAPITAL
      GROWTH SYSTEMS, INC., a corporation organized under the laws of the State of
      Florida (the “Company”), hereby certifies that, for value received, the person
      or entity named above as Holder (the “Holder”), or assigns, is entitled, subject
      to the terms set forth below, to purchase from the Company from and after the
      Issue Date of this Warrant and at any time or from time to time before 5:00
      p.m., central time on the earlier of 30 days following the date of sending
      the
“Call Notice” as set forth below, or December 31, 2011 (the “Expiration Date”),
      up to the number of shares of fully paid and nonassessable Series A Convertible
      Preferred Stock (the “Warrant Amount”) of the Company at a per share purchase
      price equal to $1000.00 per share (the “Purchase Price”). Holder acknowledges
      that effective upon the filing of an amendment to the Articles of Incorporation
      of the Company increasing its authorized Common Stock to not less than
      50,000,000 shares (the "Amendment"), each share of Series A Convertible
      Preferred Stock shall automatically be converted into 1111.11 shares of $0.0001
      par value Company common stock (“Common Stock”) (subject to rounding as to each
      block of shares held by each holder thereof to the nearest whole share).
      Notwithstanding anything to the contrary contained herein, effective as of
      the
      filing of the Amendment, the Warrant Amount hereunder shall be automatically
      converted into the right to receive that number of shares of Common Stock equal
      to the product of 1111.11 times the number of shares of Series A Convertible
      Preferred Stock purchasable hereunder, the Purchase Price for each share of
      Common Stock shall be adjusted to $0.90 per share and all references herein
      to
      Series A Convertible Preferred Stock shall thereafter apply to the Common Stock
      into which said Series A Convertible Preferred Stock has been converted; and
      provided further in the event that the “Pipe Common Stock Price” as defined in
      the Purchase Agreement pursuant to which this Warrant has been issued is less
      than $0.90 per share, then the Purchase Price for each share of Common Stock
      shall be adjusted to the Pipe Common Stock Price.




B-1


In
      the
      event that following the date of issuance of this Warrant, the closing price
      for
      the Company’s Common Stock is $4.00 per share or greater (as equitably adjusted
      for stock splits, reverse splits or other recapitalization or reorganization
      of
      the Company after the date hereof as provided in Section 4 below) for 20
      consecutive trading days and within 10 business days following the attainment
      of
      this trading level, the Company sends a “Call Notice” to the Holder hereof
      pursuant to the Notice provisions of this Warrant, and addressed to the Holder
      at the Holder’s last known address, and provided further that during the period
      from the date of the Call Notice through 30 days following the date of sending
      the Call Notice (such last day being the “Outside Date”), Holder has the right
      to sell the shares of Common Stock underlying this Warrant pursuant to an
      effective registration statement as filed with the Securities & Exchange
      Commission (that is not subject to a stop order or suspension—the “Registration
      Statement”), then the Holder must exercise this Warrant on or before 5:00 p.m.
      CST on the Outside Date or the rights under this Warrant shall lapse as of
      the
      end of the Outside Date; provided however if at any time from the date of
      sending of the Call Notice until the Outside Date the Holder’s right to sell
      shares of Common Stock purchased pursuant to the exercise of this Warrant
      pursuant to the terms of the Registration Statement is invalid due to either
      the
      suspension of the Registration Statement or its expiration (without immediate
      replacement by a subsequent effective registration statement), then the Call
      Notice shall be deemed null and void ab initio and this Warrant shall remain
      in
      full force and effect subject to a possible subsequent Call Notice which could
      be provided in the event the other requirements for the Call Notice to be sent
      are met.




1.  Exercise
      of Warrant .




1.1  Number
      of Shares Issuable upon Exercise .
      From
      and after the date hereof through and including the Expiration Date, the Holder
      hereof shall be entitled to receive, upon exercise of this Warrant in whole
      in
      accordance with the terms of subsection 1.2 or upon exercise of this
      Warrant in part in accordance with subsection 1.3, shares of Series A
      Convertible Preferred Stock (or as provided in the forepart hereof, shares
      of
      Common Stock) subject to adjustment pursuant to Section 4.




1.2  Full
      Exercise .
      This
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit A hereto
      (the “Subscription Form”) duly executed by such Holder and surrender of the
      original Warrant within seven (7) days of exercise, to the Company at its
      principal office or at the office of its Warrant Agent (as provided
      hereinafter), accompanied by payment, in cash, wire transfer or by certified
      or
      official bank check payable to the order of the Company, in the amount obtained
      by multiplying the number of shares of Series A Convertible Preferred Stock
      for
      which this Warrant is then exercisable by the Purchase Price then in effect.




1.3  Partial
      Exercise .
      This
      Warrant may be exercised in part (including a fractional share, provided that
      following the Amendment, it may only be exercised for whole shares of Common
      Stock) by surrender of this Warrant in the manner and at the place provided
      in
      subsection 1.2 except that the amount payable by the Holder on such partial
      exercise shall be the amount obtained by multiplying (a) the number of
      shares of Series A Convertible Preferred Stock designated by the Holder in
      the
      Subscription Form (or Common Stock following the conversion of Series A
      Convertible Preferred Stock to Common Stock) by (b) the Purchase Price then
      in effect. On any such partial exercise, the Company, at its expense, will
      forthwith issue and deliver to or upon the order of the Holder hereof a new
      Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon
      payment by such Holder of any applicable transfer taxes) may request, the number
      of shares of Series A Convertible Preferred Stock (or Common Stock following
      the
      conversion of the Series A Convertible Preferred Stock to Common Stock) for
      which such Warrant may still be exercised.




B-2


1.4  Fair
      Market Value .
      Fair
      Market Value of a share of Series A Convertible Preferred Stock as of a
      particular date (the “Determination Date”) shall mean:




(a)  If
      the
      Company’s Common Stock is traded on an exchange or is quoted on the National
      Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) National
      Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc.,
      then an amount equal to the product of the closing or last sale price,
      respectively, reported for the last business day immediately preceding the
      Determination Date for a share of such Common Stock, multiplied by the
      conversion rate then in place for the Series A Convertible Preferred Stock,
      as
      applicable, or following the Amendment, it shall simply be the aforesaid price
      for the Company’s Common Stock.




(b)  If
      the
      Company’s Common Stock is not traded on an exchange or on the NASDAQ National
      Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc.,
      but is traded in the over-the-counter market, then the mean of the closing
      bid
      and asked prices reported for the last business day immediately preceding the
      Determination Date for a share of such Common Stock, multiplied by the
      conversion ratio then in place for the Series A Convertible Preferred Stock,
      as
      applicable, or following the Amendment, it shall simply be the aforesaid price
      for the Company’s Common Stock.




(c)  Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree or in the absence of agreement
      by arbitration in accordance with the rules then standing of the American
      Arbitration Association, before a single arbitrator to be chosen from a panel
      of
      persons qualified by education and training to pass on the matter to be
      decided.




(d)  If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Series A Convertible Preferred Stock pursuant to the charter in the event of
      such liquidation, dissolution or winding up, plus all other amounts to be
      payable per share in respect of the Series A Convertible Preferred Stock in
      liquidation under the charter, assuming for the purposes of this clause
      (d) that all of the shares of Series A Convertible Preferred Stock then
      issuable upon exercise of all of the Warrants are outstanding at the
      Determination Date.




1.5  Company
      Acknowledgment .
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such rights.




B-3


1.6  Trustee
      for Warrant Holders .
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      Holders of the Warrants pursuant to Subsection 3.2, such bank or trust
      company shall have all the powers and duties of a warrant agent (as hereinafter
      described) and shall accept, in its own name for the account of the Company
      or
      such successor person as may be entitled thereto, all amounts otherwise payable
      to the Company or such successor, as the case may be, on exercise of this
      Warrant pursuant to this Section 1.




2.1  Delivery
      of Stock Certificates, etc. on Exercise .
      The
      Company agrees that the shares of Series A Convertible Preferred Stock (or
      following the Amendment the corresponding shares of Common Stock) purchased
      upon
      exercise of this Warrant shall be deemed to be issued to the Holder hereof
      as
      the record owner of such shares as of the close of business on the date on
      which
      this Warrant shall have been surrendered and payment made for such shares as
      aforesaid. As soon as practicable after the exercise of this Warrant in full
      or
      in part, and in any event within seven (7) days thereafter, the Company at
      its
      expense (including the payment by it of any applicable issue taxes) will cause
      to be issued in the name of and delivered to the Holder hereof, or as such
      Holder (upon payment by such Holder of any applicable transfer taxes) may direct
      in compliance with applicable securities laws, a certificate or certificates
      for
      the number of duly and validly issued, fully paid and nonassessable shares
      of
      Series A Convertible Preferred Stock (or following the Amendment, shares of
      Common Stock) to which such Holder shall be entitled on such exercise, plus,
      in
      lieu of any fractional share to which such Holder would otherwise be entitled,
      cash equal to such fraction multiplied by the then Fair Market Value of one
      full
      share, together with any other stock or other securities and property (including
      cash, where applicable) to which such Holder is entitled upon such exercise
      pursuant to Section 1 or otherwise.




3.  Adjustment
      for Reorganization, Consolidation, Merger, etc .




3.1.  Reorganization,
      Consolidation, Merger, etc .
      In case
      at any time or from time to time, the Company shall (a) effect a
      reorganization, (b) consolidate with or merge into any other person or
      (c) transfer all or substantially all of its properties or assets to any
      other person under any plan or arrangement contemplating the dissolution of
      the
      Company, then, in each such case, as a condition to the consummation of such
      a
      transaction, proper and adequate provision shall be made by the Company whereby
      the Holder of this Warrant, on the exercise hereof as provided in
      Section 1, at any time after the consummation of such reorganization,
      consolidation or merger or the effective date of such dissolution, as the case
      may be, shall receive, in lieu of the Series A Convertible Preferred Stock
      (or
      Common Stock following the Amendment) issuable on such exercise prior to such
      consummation or such effective date, the stock and other securities and property
      (including cash) to which such Holder would have been entitled upon such
      consummation or in connection with such dissolution, as the case may be, if
      such
      Holder had so exercised this Warrant, immediately prior thereto, all subject
      to
      further adjustment thereafter as provided in Section 4.




3.2.  Dissolution .
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      by
      the Holders of the Warrants after the effective date of such dissolution
      pursuant to this Section 3 to a bank or trust company selected by the
      Company, as trustee for the Holder or Holders of the Warrants.




B-4


3.3.  Continuation
      of Terms .
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the shares of stock and other securities and property receivable on the exercise
      of this Warrant after the consummation of such reorganization, consolidation
      or
      merger or the effective date of dissolution following any such transfer, as
      the
      case may be, and shall be binding upon the issuer of any such stock or other
      securities, including, in the case of any such transfer, the person acquiring
      all or substantially all of the properties or assets of the Company, whether
      or
      not such person shall have expressly assumed the terms of this Warrant as
      provided in Section 4. In the event this Warrant does not continue in full
      force and effect after the consummation of the transaction described in this
      Section 3, then only in such event will the Company’s securities and
      property (including cash, where applicable) receivable by the Holders of the
      Warrants be delivered to the Trustee as contemplated by
      Section 3.2.




4.  Extraordinary
      Events Regarding Capital Stock .
      In the
      event that the Company shall (a) issue additional shares of its capital
      stock as a dividend or other distribution on outstanding capital stock,
      (b) subdivide its outstanding shares of capital stock or (c) combine
      its outstanding shares of capital stock into a smaller number of shares of
      its
      capital stock, then, in each such event, the Purchase Price shall,
      simultaneously with the happening of such event, be adjusted by multiplying
      the
      then Purchase Price by a fraction, the numerator of which shall be the number
      of
      shares of capital stock outstanding immediately prior to such event and the
      denominator of which shall be the number of shares of capital stock outstanding
      immediately after such event, and the product so obtained shall thereafter
      be
      the Purchase Price then in effect. The Purchase Price, as so adjusted, shall
      be
      readjusted in the same manner upon the happening of any successive event or
      events described herein in this Section 4. The number of shares of capital
      stock that the Holder of this Warrant shall thereafter, on the exercise hereof
      as provided in Section 1, be entitled to receive shall be increased to a
      number determined by multiplying the number of shares of capital stock that
      would otherwise (but for the provisions of this Section 4) be issuable on
      such exercise by a fraction of which (a) the numerator is the Purchase
      Price that would otherwise (but for the provisions of this Section 4) be in
      effect, and (b) the denominator is the Purchase Price in effect on the date
      of such exercise.




5.  Certificate
      as to Adjustments .
      In each
      case of any adjustment or readjustment in the shares of Series A Convertible
      Preferred Stock (or following the amendment the corresponding shares of Common
      Stock) issuable on the exercise of the Warrants, the Company at its expense
      will
      promptly cause its Chief Financial Officer or other appropriate designee to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or
      receivable by the Company for any additional shares of Series A Convertible
      Preferred Stock issued or sold or deemed to have been issued or sold,
      (b) the number of shares of Series A Convertible Preferred Stock
      outstanding or deemed to be outstanding and (c) the Purchase Price and the
      number of shares of Series A Convertible Preferred Stock to be received upon
      exercise of this Warrant, in effect immediately prior to such adjustment or
      readjustment and as adjusted or readjusted as provided in this Warrant (subject
      to adjustment as to the aforesaid subparagraphs for Common Stock following
      the
      Amendment). The Company will forthwith mail a copy of each such certificate
      to
      the Holder of the Warrant and any Warrant Agent of the Company (appointed
      pursuant to Section 9 hereof).




B-5


6.  Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements .
      From
      and after the Issue Date of this Warrant, the Company will at all times reserve
      and keep available, solely for issuance and delivery on the exercise of the
      Warrants, all shares of Series A Convertible Preferred Stock (or following
      the
      Amendment, all shares of Common Stock) from time to time issuable on the
      exercise of the Warrant.




7.  Assignment;
      Exchange of Warrant .
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”) with respect to any or all of the Shares. On the surrender for
      exchange of this Warrant, with the Transferor’s endorsement in the form of
      Exhibit B attached hereto (the “Transferor Endorsement Form”) and together
      with evidence reasonably satisfactory to the Company demonstrating compliance
      with applicable securities laws, the Company at its expense, but with payment
      by
      the Transferor of any applicable transfer taxes) will issue and deliver to
      or on
      the order of the Transferor thereof a new Warrant or Warrants of like tenor,
      in
      the name of the Transferor and/or the transferee(s) specified in such Transferor
      Endorsement Form (each a “Transferee”), calling in the aggregate on the face or
      faces thereof for the number of shares of Series A Convertible Preferred Stock
      (or following the Amendment, the shares of Common Stock) called for on the
      face
      or faces of the Warrant so surrendered by the Transferor.




8.  Replacement
      of Warrant .
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.




9.  Warrant
      Agent .
      The
      Company may, by written notice to the each Holder of the Warrant, appoint an
      agent for the purpose of issuing Series A Convertible Preferred Stock (or
      following the Amendment, shares of Common Stock) on the exercise of this Warrant
      pursuant to Section 1, exchanging this Warrant pursuant to Section 7,
      and replacing this Warrant pursuant to Section 8, or any of the foregoing,
      and thereafter any such issuance, exchange or replacement, as the case may
      be,
      shall be made at such office by such agent.




10.  Transfer
      on the Company’s Books .
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered Holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.




11.  Notices .
      All
      notices and other communications from the Company to the Holder of this Warrant
      shall be mailed by first class registered or certified mail, postage prepaid,
      or
      sent via Federal Express or other bonded overnight courier, at such address
      as
      may have been furnished to the Company in writing by such Holder or, until
      any
      such Holder furnishes to the Company an address, then to, and at the address
      of,
      the last Holder of this Warrant who has so furnished an address to the Company.




B-6


12.  Miscellaneous .
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against whom enforcement
      of
      such change, waiver, discharge or termination is sought. This Warrant shall
      be
      construed and enforced in accordance with and governed by the laws of Illinois.
      Any dispute with respect to this Warrant shall be litigated: (i) in the state
      or
      federal courts situated in Cook County, Illinois, to which jurisdiction and
      venue all parties consent; and (ii) by bench trial, with each party waiving
      his,
      her or its right to trial by jury.




.IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.




CAPITAL
                GROWTH SYSTEMS, INC.By:Its:







B-7


**Exhibit A**




FORM
      OF
      SUBSCRIPTION


(to
      be
      signed only on exercise of Warrant)









TO:
      CAPITAL GROWTH SYSTEMS, INC.




The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):




shares
                of the Series A Convertible Preferred Stock covered by such Warrant
                if
                this exercise is prior to the Amendment; orshares
                of Common Stock covered by such Warrant if this exercise is following
                the
                Amendment.The
                undersigned herewith makes payment of the full purchase price for
                such
                shares at the price per share provided for in such Warrant, which
                is
                $___________. Such payment takes the form of cash.The
                undersigned requests that the certificates for such shares be issued
                in
                the name of, and delivered to
                ______________________________________________________ whose address
                is


The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock underlying this Warrant under
      the
      Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an
      exemption from registration under the Securities Act.




Dated:Signature
                must conform to name of holder as specified on the face of the
                Warrant)(Address)






B-A-1


**Exhibit B**




FORM
      OF
      TRANSFEROR ENDORSEMENT


(To
      be
      signed only on transfer of Warrant)




For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Series
      A
      Convertible Preferred Stock (if prior to the “Amendment” as defined in the
      within Warrant) or of Common Stock (if following the date of the “Amendment:”)
      of Capital Growth Systems, Inc. to which the within Warrant relates specified
      under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of Capital Growth
      Systems, Inc. with full power of substitution in the premises.




***Transferees***
            
            ***Percentage
                Transferred***
            
            ***Number
                Transferred***%%%








Dated:(Signature
                must conform to name of holder as specified on the face of the
                warrant)Signed
                in the presence of:(Name)(Address)ACCEPTED
                AND AGREED:[TRANSFEREE](Address)(Name)






B-B-1




**EXHIBIT
      C**




**NOTE
      ADMINISTRATION AND SECURITY AGREEMENT**




THIS
      NOTE
      ADMINISTRATION AND SECURITY AGREEMENT dated as of August 23, 2006, is by and
      among Capital Growth Systems, Inc., a Florida corporation (“Company”), Nexvu
      Technologies, LLC (“Nexvu”—together with Company, collectively referred to as
“Debtors”) each holder of a bridge note (each a “Note” and collectively, the
“Notes,” and the holder of each Note being a “Holder” and collectively, the
“Holders”) issued pursuant to the form of Bridge Note Purchase Agreement dated
      as of August 23, 2006 (“Purchase Agreement”) between Debtor and the purchasers
      executing counterpart copies thereof, and CGSI Bridge Note Servicer, Inc.,
      an
      Illinois corporation (“Servicer”).




**RECITALS:** ****




A.  Debtors
      are in need of bridge financing to be funded by the Holders to Company in
      accordance with the terms of the Purchase Agreement, the proceeds of which
      will
      be used by Company to fund working capital needs of itself and the other
      Debtors, as well as to fund a portion of the cost of acquisition of 20/20
      Technologies, Inc. (“20/20”) and Debtors are willing to secure the obligations
      under the Notes and this Agreement (collectively, the “Obligations”) by granting
      each Holder a security interest in certain collateral described herein.




B.  The
      parties desire to enter into this Agreement to set forth the terms and
      conditions governing the Obligations and related transactions (the
“Transactions”), and further to confirm acknowledgment that the Notes shall be
      secured by substantially the same Collateral, and be subject to administration
      as provided by the Servicer on behalf of all of the Holders pro rata in
      accordance with the Obligations. Servicer is owned by one or more of the larger
      Holders of Notes and has been formed to act as collateral agent on behalf of
      all
      the Holders as set forth below.




NOW,
      THEREFORE, in consideration of the foregoing, and for the covenants and
      agreements contained herein, the parties hereto agree as follows:




9.  Recitals .
      The
      recitals set forth above are incorporated by reference herein and made a part
      herewith as if fully rewritten.




10.  Loan
      to Debtors .
      Simultaneously with the execution of each counterpart to the Purchase Agreement,
      the Holder signing such counterpart shall loan the sum set forth below Holder’s
      signature on the signature page thereof or assign to Company the “20/20 Note”
(as defined in the Purchase Agreement) for an amount agreed to between that
      Holder and Company, and with the sum set forth as to each Holder on the Purchase
      Agreement constituting that Holder’s “Loan” to the Company for the benefit of
      itself and the other Debtors, and all of which are collectively referred to
      as
      the “Loans”.




11.  Grant
      of Security Interest .




11.1  As
      security for the Obligations, the Debtors hereby assign to the Holders and
      grant
      to the Holders a continuing security interest in the following assets, whether
      now owned or hereafter existing or acquired by any of the Debtors (collectively,
      the “Collateral”): all of each Debtor’s accounts receivable, contracts and
      contract rights to payment, inventory, chattel paper, investment property,
      instruments, machinery, equipment, vehicles, furniture and fixtures, goods,
      supplies and general intangibles including, without limitation, the 20/20 Notes
      and all collateral granted to the holders of the 20/20 Notes by 20/20 or its
      subsidiaries, 20/20 Technologies I, LLC and Magenta netLogic, Limited
      (collectively, the “20/20 Companies”), including the security agreements and
      security interests and other contract rights granted to said 20/20 Notes holders
      and their assigns in assets of the 20/20 Companies. Company agrees to execute
      an
      assignment separate from note with respect to each of the 20/20 Notes to
      Servicer as collateral agent on behalf of all of the Holders as their respective
      interests may appear.




C-1


11.2  The
      security interest of each Holder under this Agreement extends to all Collateral
      of the kind which is the subject of this Agreement which any of the Debtors
      may
      acquire at any time during the continuation of this Agreement. By counterpart
      execution hereof, each Holder hereby appoints Servicer to act as his, her or
      its
      collateral agent with respect to the Collateral called for hereunder and with
      respect to the enforcement of the rights of the Holders as more fully set forth
      below, with any such action taken to be taken on behalf of all of the Holders
      on
      a pro rata basis based upon the percentage of total Obligations owing to each
      of
      the Holders from time to time (the percentage as to each Holder being the
      Holder’s “Ownership Percentage”). All references herein to “Servicer” shall
      include the Servicer named above or any successor person or entity appointed
      by
      written consent signed by Holders holding a majority of the outstanding unpaid
      principal with respect to the Notes from time to time (such majority in interest
      being the “Majority Holders” and each such successor being named by the Majority
      Holders hereinafter sometimes referred to as a “Successor Servicer”), and in the
      event the Servicer ceases to serve for any reason and there is no Successor
      Servicer, then all actions to be taken by Servicer on behalf of the Holders
      shall be valid if taken at the direction of the Majority Holders, which action
      shall be binding upon all of the Holders if taken by a duly appointed Servicer,
      Successor Servicer or the Majority Holders.




11.3  The
      Debtors hereby authorize the Servicer on behalf of the Holders to file such
      Uniform Commercial Code financing statements and such other public or private
      filings as the Servicer deems necessary and proper to evidence or perfect the
      Holders’ security interest in the Collateral, including but not limited to, such
      filings as the Servicer deems necessary and proper to file with the Office
      of
      the Delaware Secretary of State, the Florida Secretary of State, the required
      offices in the United Kingdom and the U.S. Patent and Trademark Office. Each
      Debtor hereby grants to Servicer (and any successor Servicer as called for
      hereunder) an irrevocable power of attorney to execute any of the documents
      referenced in this Section
      3(c) in the
      name, place and stead of Debtors, as Holder deems necessary and proper. This
      power of attorney is coupled with an interest.




12.  Debtor s’
      Covenants .
      From
      and after the date hereof and so long as any amount remains unpaid on any of
      the
      Notes, except to the extent compliance in any case or cases is waived in writing
      by the Holder, Debtors hereby covenant and agree with Servicer on behalf of
      each
      of the Holders as follows:




12.1  Servicer
      and each Holder or their respective designees shall at all reasonable times
      have
      full access to, and the right to audit, check, inspect and make abstracts and
      copies from Debtors’ books, records and audits. Servicer, each Holder and their
      respective designees shall keep all such information obtained from Debtors
      confidential.




C-2


12.2  Debtors
      will at any time and from time to time upon request of Servicer take or cause
      to
      be taken any action and execute, acknowledge, deliver or record any further
      documents, opinions, security agreements or other instruments which Servicer
      in
      its reasonable discretion deems necessary or appropriate to carry out the
      purposes of this Agreement and to preserve, protect and perfect the security
      intended to be created and preserved in the Collateral and to establish,
      preserve and protect the security interest of Holders in and to the
      Collateral.




12.3  Except
      as
      set forth in Section
      3(d) ,
      above
      or as otherwise permitted by Servicer or by Holders by written consent of
      Majority Holders, Debtors shall not sell, transfer, convey or otherwise dispose
      of any of the Collateral other than dispositions of inventory in the ordinary
      course of business.




13.  Default .
      Any one
      of the following shall constitute an Event of Default hereunder:




13.1  Company
      fails to make a payment when due under any Note;




13.2  Debtors
      fail to timely perform or observe any term, covenant or agreement contained
      in
      this Agreement or the Note;




13.3  Any
      representation or warranty made by a Debtor herein is false in any material
      respect on the date hereof;




13.4  A
      Debtor
      suspends the operation of its business;




13.5  A
      Debtor
      becomes insolvent or the subject of state insolvency proceedings, fails
      generally to pay its debts as they become due or makes an assignment for the
      benefit of creditors; or a receiver, trustee, custodian or other similar
      official is appointed for, or takes possession of any substantial part of the
      property of a Debtor; or




13.6  A
      Debtor
      takes corporate action to authorize such organization to become the subject
      of
      proceedings under the United States Bankruptcy Code (or similar provisions
      in
      the United Kingdom with respect to Magenta); or the execution by a Debtor of
      a
      petition to become a debtor under the United States Bankruptcy Code (or similar
      provisions in the United Kingdom with respect to Magenta); or the filing of
      any
      involuntary petition against a Debtor under the United States Bankruptcy Code
      (or similar provisions in the United Kingdom with respect to Magenta) which
      remains undismissed for a period of 60 days; or the entry of an order for relief
      under the United States Bankruptcy Code (or similar provisions in the United
      Kingdom with respect to Magenta) against a Debtor.




13.7  Whenever
      an Event of Default shall be existing hereunder, Servicer on behalf of Holders
      may exercise from time to time any rights and remedies available to any Holder
      under applicable law. Any notification of and intended disposition of any of
      the
      Collateral required by law shall be deemed reasonable if properly given at
      least
      ten (10) days before such disposition. Any proceeds of any disposition by
      Servicer on behalf of the Holders of the Collateral may be applied by Servicer
      to the payment of expenses in connection with the Collateral, including
      reasonable attorneys' fees and legal expenses of Servicer, and any balance
      of
      such proceeds may be applied by Servicer toward the payment of the Notes, pro
      rata among the Holders in accordance with the Ownership
      Percentages.




C-3


13.8  Debtors
      hereby constitute and appoint Holder their true and lawful attorney,
      irrevocably, with full power after the occurrence of an Event of Default, to
      act, require, demand, receive, compound and give acquittance for any and all
      monies and claims for monies due or to become due to any of the Debtors under
      or
      arising out of the Collateral, to endorse any checks or other instruments or
      orders in connection therewith and to file any claims or take any actions or
      institute any proceedings which Holder may deem to be necessary or advisable
      in
      the premises, which appointment as attorney is coupled with an
      interest.




Specific
      Rights and Obligations of Servicer .




13.9  Appointment
      of Servicer .
      Holders
      appoint Servicer to act as their attorney in fact to take all actions to enforce
      the rights of the Holders under the Notes, including, without limitation, the
      institution of and prosecution of lawsuits and taking all other actions relating
      to the enforcement of the Holders’ rights. Servicer shall maintain a list of
      Holders outstanding from time, which Servicer shall append hereto in counterpart
      as Exhibit A.




13.10  Default
      Under Notes .
      Upon
      Servicer’s receipt of notice from a Holder (which may be an Affiliate of
      Servicer) or from a Debtor that a Debtor has defaulted in its obligations under
      any of the Notes or this Agreement, which default is not timely cured, the
      Servicer shall promptly send written notice to each of the Holders of the Notes
      which describes the nature of the default. Such notice shall also include one
      or
      more possible courses of action to be pursued in connection with such default,
      which action may include but not be limited to any of the following: (i)
      extension of due date and/or payment date with respect to the Notes; (ii)
      release of Collateral; (iii) subordination of Notes; (iv) other modifications
      to
      Notes’ terms; and (v) conversion of Notes to equity. The Servicer shall take the
      action which is approved in writing by the Majority Holders; provided , however ,
      the
      Servicer need not take any proposed action unless it receives from the Holders
      a
      sufficient advance payment (pro rata based on the principal balance of
      outstanding Notes) against prospective fees to render it comfortable in
      undertaking such action; and provided further if no direction is delivered
      by
      the Majority Holders within 15 days following such request or where the Servicer
      in good faith believes action must be taken before it can reasonably expect
      Majority Holders direction, then Servicer may take such action on behalf of
      all
      Holders as Servicer deems necessary and proper. Should any Holder not pay the
      Holder’s proportionate share of any Servicer fee assessment, then such Holder
      shall nonetheless be liable therefor (on a nonrecourse basis, to the extent
      of
      the value of the Holder’s Note) and further directs the Debtors and Servicer to
      deduct and pay over to the Servicer, together with interest at twelve percent
      (12%) per annum, such amount from the next proceeds payable to such Holder
      with
      respect to the Holder’s Note.




13.11  Compensation
      of a Servicer .
      In
      consideration for performing its duties under this Agreement, the Company agrees
      to pay Servicer in the case of a default, a fee of equal to Servicer’s regular
      hourly rates which Servicer may charge for services plus reimbursement for
      all
      out-of-pocket costs including fees and expenses of attorneys and other
      associated professionals as may be retained by Servicer for purposes of
      providing its services. The Holders direct the Debtors and Servicer to deduct
      and pay over to Servicer and its associated service providers any amounts
      payable by the Holders from the first proceeds otherwise payable to each Holder
      to the extent such Holder has not advanced his pro rata share thereof to
      Servicer.




C-4


13.12  Written
      Direction Upon Majority Holders .
      In
      carrying out its duties under this Agreement, the Servicer shall abide by the
      direction of the Majority Holders and not in number of the Holders. Unless
      the
      direction from the Majority Holders indicates otherwise, a direction to the
      Servicer to enforce the rights of the Holders under the Notes shall authorize
      the Servicer to pursue, or elect not to pursue, one or more remedies as the
      Servicer, in its sole discretion, shall determine. The Holders acknowledge
      that
      the Servicer’s affiliates may hold a majority-in-interest of the Notes
      individually or in concert with a minority of the remaining Holders, which
      may
      provide Servicer the ability to determine the cause of action in question.
      The
      parties further acknowledge that any net proceeds after costs and expenses
      that
      are realized with respect to collection of the Notes shall be allocated pro
      rata
      among all Holders based upon the outstanding sums due to them from time to
      time
      with respect to the Notes.




13.13  Voting .
      All
      actions and votes of the Holders required or permitted under the terms of this
      Agreement or the Notes shall be conducted pursuant to the following terms and
      provisions:




(a)  The
      Holder of each Note shall have the right to cast the number of votes determined
      by dividing the outstanding principal balance of the Note of such Holder by
      1,000.




(b)  All
      votes
      of the Holders shall be taken with or without a meeting, as determined by the
      Servicer. In connection with each vote, the Servicer shall provide each Holder
      the following:




(i)  a
      ballot
      providing for each Holder to cast the Holders’ number of votes for or against
      each matter being voted upon;




(ii)  a
      statement that each Holder’s ballot must be received by the Servicer within
      fifteen (15) days from the date on which such ballots are deposited in the
      United States mail, postage prepaid, or otherwise delivered to the Holders;
      and




(iii)  an
      envelope self-addressed to the Servicer.




(c)  All
      ballots must be returned to the Servicer not later than the date indicated
      above. Ballots received after such fifteen (15) day period shall be considered
      void.




(d)  No
      later
      than ten (10) days after the date indicated on the ballot pursuant to Section 6(f)(2)(b) above
      the Servicer shall count the votes. All votes returned or received after the
      fifteen (15) day period shall not be counted. The Servicer shall, within ten
      (10) days after tallying the votes, notify the Holders of the outcome of said
      vote by written notice. Notwithstanding the foregoing, if holders of a
      Majority-in-Interest of the Holders’ Notes approve a proposed course of action,
      the Servicer may take such action immediately and need not wait until subsequent
      votes are tallied.




C-5


(e)  Should
      a
      deadline fall on a weekend or holiday, the applicable time period shall be
      extended to the end of the next business day.




14.  Amendment
      to Notes, Security Agreement .
      In
      addition to the enforcement actions referenced above, each Holder agrees that
      the Majority Holders of the Notes shall have the right to act on behalf of
      each
      Holder:




14.1  modify
      the terms of all the Notes, which modifications include but are not limited
      to
      extension of the due date of the Notes, modification of the interest called
      for
      thereunder or the conversion to equity of the Notes or any portion
      thereof;




14.2  modify
      the term of the this Agreement, including coverage and for release of the
      Collateral therefor or modify the terms of the Purchase Agreement;
      and




14.3  enter
      into such forms of subordination agreement or standstill agreement as the
      Servicer deems necessary and proper. By execution of this Agreement, each Holder
      grants to Servicer and its officers (each an “Attorney”) an irrevocable power of
      attorney to execute in such Holder’s name, place and stead any document said
      Attorney deems necessary and proper to carryout the purpose or interest of
      this
      Agreement or any actions contemplated hereunder, including but not limited
      to
      each of :




(a)  any
      future amendments to the Notes, this Agreement or the Purchase
      Agreement;




(b)  the
      Intercreditor Agreement referenced below;




(c)  any
      amendments to any of the foregoing; and




(d)  such
      form
      of UCC-3 amendment or termination to financing statement and such form of
      comparable document or notice filing and such form of debenture as necessary
      to
      perfect the Holder’s security interest in the collateral as is owned by Magenta
      netLogic Limited.




15.  Notices .
      All
      notices required or permitted to be given in writing and may be delivered
      personally to the person to whom it is authorized to be given, or sent by
      registered, certified or first class mail, postage paid, addressed as follows
      (or such other address as the party entitled to notice shall provide to the
      other parties hereto from time to time):




***To
                the Servicer***
              ***or
                any Debtor***:
            c/o
                Capital Growth Systems, Inc.
              50
                E. Commerce Drive #A
              Schaumburg,
                Ill. 60173
            c/o
                CGSI Bridge Note Servicer, Inc.
              50
                E. Commerce Drive #A
              Schaumburg,
                Ill. 60173***To
                each Holder***:
            At
                the address of record in the Company’s
                offices.




C-6


16.  Indemnification
      of Servicer ;
      Conflicts of Interest .
      Holders
      acknowledge that Servicer is acting as their agent and attorney in fact as
      set
      forth above and each agrees to indemnify, hold harmless and defend Servicer,
      its
      officers, directors, employees, agents, attorneys, subcontractors and assigns
      (collectively, the “Indemnitees) against all claims, actions, damages and
      expenses of any kind arising out of or in connection with the Servicer’s actions
      taken under this Agreement, or services taken with respect to this Agreement
      or
      reasonably believed to be in the scope of the Indemnitee’s authority, provided
      that the Indemnitee in question has not acted with willful misconduct or fraud
      in connection with its actions.




17.  Successors .
      Should
      Servicer wish to resign from its responsibilities hereunder, it may do so upon
      delivery of fifteen (15) days’ prior notice to the parties hereto; in such event
      or should the Holders seek to elect a new party to assume Servicer’s obligations
      hereunder, they may do so upon approval in writing of the Majority Holders
      and
      delivery of notice to Servicer and to the Company, which shall promptly
      disseminate said notice to the other parties hereto.




18.  Removal .
      The
      Majority Holders may remove the Servicer and/or replace the Servicer with a
      Substitute Servicer. Any such removal shall be effective only after ten (10)
      days’ prior written notice is provided to Servicer that the removal has been
      approved (or such shorter period of time as is mutually agreed by Servicer
      and
      the Holders).




19.  General .




19.1  Debtors
      agree to pay all expenses (including reasonable attorneys' fees and legal
      expenses) paid or incurred by Servicer on behalf of the Holders in endeavoring
      to collect the Notes, and in enforcing this Agreement. No delay on the part
      of
      Servicer on behalf of the Holders in the exercise of any rights or remedies
      shall operate as a waiver thereof, and no single or partial exercise by Holder
      of any right or remedy shall preclude other or further exercise thereof or
      the
      exercise of any other right or remedy.




19.2  This
      Agreement shall remain in full force and effect until the payment in full of
      the
      Notes or the conversion of the Notes into equity in the sole discretion of
      the
      Holder of each Note. This Agreement has been delivered at Chicago, Illinois,
      and
      shall be construed in accordance with and governed by the internal laws of
      the
      State of Illinois. Any dispute with respect to this Agreement shall be litigated
      in the state or federal courts situated in Cook County, Illinois to which
      jurisdiction and venue all parties consent, and shall be adjudicated by bench
      trial, with all parties waiving their right to trial by jury. The rights and
      privileges of Holder hereunder shall inure to the benefit of their respective
      successors and assigns.




19.3  This
      Agreement contains the entire agreement among the parties hereto with respect
      to
      the matters set forth herein. This Agreement shall be binding upon and inure
      to
      the benefit of the parties hereto and their successors and assigns.




19.4  This
      Agreement may be executed in any number of counterparts and by the different
      parties hereto and on separate counterparts and each such counterpart shall
      be
      deemed to be an original, but all such counterparts shall together constitute
      one and the same agreement.




C-7


19.5  The
      Debtors shall reimburse the Servicer for its reasonable costs, including
      attorneys’ fees, in connection with the documentation, review and negotiation of
      this Transaction, including costs for the formation of the Holder as a limited
      liability company.




13. COUNSEL .
      THE
      PARTIES ACKNOWLEDGE AND AGREE THAT SHEFSKY & FROELICH (“S&F”) IS ACTING
      SOLELY IN ITS CAPACITY AS COUNSEL FOR DEBTORS WITH RESPECT TO THE TRANSACTIONS
      CONTEMPLATED HEREIN AND NOT ON BEHALF OF ANY HOLDER OR SERVICER. S&F HAS
      ADVISED THE PARTIES THAT IT HAS PREVIOUSLY ACTED AS COUNSEL FOR SERVICER IN
      CONNECTION WITH THE FORMATION OF SERVICER, AND THAT ONE OR MORE OF S&F’S
      SHAREHOLDERS HAVE INVESTED IN 20/20 AND COMPANY. S&F HAS ADVISED EACH OF THE
      PARTIES HERETO THAT THIS REPRESENTATION MAY BE DEEMED TO CONSTITUTE A CONFLICT
      OF INTEREST AND HAS ADVISED THE PARTIES TO RETAIN INDEPENDENT COUNSEL TO
      EVALUATE THE IMPACT OF SUCH CONFLICT. BY EXECUTION HEREOF, EACH OF THE PARTIES
      CONSENTS TO S&F’S REPRESENTATION OF DEBTORS WITH RESPECT TO THIS AGREEMENT
      AND THE TRANSACTIONS.




C-8


IN
      WITNESS WHEREOF, this Agreement has been duly executed as of the day and the
      year first above written.




DEBTORS:
            
            HOLDER
                (executing other than per power of atty.):CAPITAL
                GROWTH SYSTEMS, INC.*[Print
                Name]*By:
            
            
            By:Name:
            Thomas
                G. Hudson
            
            Title:Title:
            Chief
                Executive Officer*Principal
                Amount of Note:*
            $NEXVU
                TECHNOLOGIES, LLCHOLDERS
                LISTED ON EXHIBIT A PURSUANT TO POWER OF ATTORNEY IN FAVOR OF THE
                UNDERSIGNED ON BEHALF OF ALL SUCH HOLDERS
              By:__________________________________
              Name:_________________________________By:Name:Title:CGSI
                BRIDGE NOTE SERVICER, INC.By:Its:








C-9


**Schedule
        to Exhibit 10.5**
  The
        agreements listed below are substantially identical to this exhibit and are
        not
        being filed separately as exhibits pursuant to Rule 12b-31 promulgated under
        the
        Exchange Act.


Mellon
                Enterprises, Limited Partnership
            
            $
            2,250,000
            
            
            August
                23, 2006Mellon
                Enterprises, Limited Partnership
            
            $
            495,000
            
            
            August
                23, 2006David
                J. Lies
            
            $
            800,000
            
            
            August
                23, 2006Albert
                Pick III
            
            $
            107,096
            
            
            August
                23, 2006Norman
                Siegel
            
            $
            200,000
            
            
            August
                23, 2006Dr.
                Fred Edminson
            
            $
            101,764
            
            
            August
                23, 2006Nicholas
                D’Andrea
            
            $
            25,441
            
            
            August
                23, 2006Jeffrey
                A. Thompson
            
            $
            25,374
            
            
            August
                23, 2006Michael
                Reardon
            
            $
            25,307
            
            
            August
                23, 2006Rosalie
                D’Andrea
            
            $
            20,338
            
            
            August
                23, 2006Dr.
                Joseph Marconi
            
            $
            15,282
            
            
            August
                23, 2006Richard
                Rizzo
            
            $
            51,900
            
            
            August
                23, 2006Scott
                Mitchell
            
            $
            101,151
            
            
            August
                23, 2006John
                Lindon
            
            $
            101,151
            
            
            August
                23, 2006Robert
                Donofrio
            
            $
            30,184
            
            
            August
                23, 2006Richard
                A. Levy
            
            $
            100,000
            
            
            August
                23, 2006Hyatt
                Johnson Capital LLC
            
            $
            56,250
            
            
            August
                23, 2006Jason
                Hyatt
            
            $
            28,125
            
            
            August
                23, 2006Jason
                Hyatt
            
            $
            11,250
            
            
            August
                23, 2006Cabrien,
                Inc.
            
            $
            56,250
            
            
            August
                23, 2006Philip
                C. Cohen
            
            $
            28,125
            
            
            August
                23, 2006Michael
                Demnicki
            
            $
            56,250
            
            
            August
                23, 2006John
                Murrens
            
            $
            22,500
            
            
            August
                23, 2006Thomas
                R. Murrens
            
            $
            22,500
            
            
            August
                23, 2006Raymond
                Cahnman
            
            $
            56,250
            
            
            August
                23, 2006Michael
                Joss
            
            $
            16,875
            
            
            August
                23, 2006Garry
                Lakin
            
            $
            28,125
            
            
            August
                23, 2006Donald
                O. Johnson
            
            $
            28,125
            
            
            August
                23, 2006LaSalle
                20/20 Lender, LLC
            
            $
            325,013
            
            
            August
                23, 2006Sam
                Sallerson
            
            $
            56,250
            
            
            August
                23, 2006Jonathon
                Piser
            
            $
            11,250
            
            
            August
                23, 2006Aldia
                Trust
            
            $
            28,125
            
            
            August
                23, 2006Thomas
                G. Hudson
            
            $
            100,153
            
            
            August
                23, 2006Patrick
                Shutt
            
            $
            50,964
            
            
            August
                23, 2006Scott
                Mitchell
            
            $
            250,000
            
            
            August
                23, 2006Norman
                Siegel
            
            $
            100,000
            
            
            August
                23, 2006Gerald
                F. Rozek
            
            $
            400,000
            
            
            August
                23, 2006Warren
                Iola
            
            $
            150,000
            
            
            August
                23, 2006Lou
                Orenstein
            
            $
            50,000
            
            
            August
                23, 2006