**EXHIBIT 2.1**




**Agreement
      And Plan of Merger**




*by
      and among*




**Capital
      Growth Systems, Inc.**




**20/20
      Merger Sub, Inc.**




**20/20
      Technologies, Inc.**




**20/20
      Representative, Inc.**




**Dated
      as of September 8, 2006**









**AGREEMENT
        AND PLAN OF MERGER**




This
      Agreement and Plan of Merger (the “ Agreement ”)
      is
      made and entered into as of September 8, 2006, by and among CAPITAL GROWTH
      SYSTEMS, INC., a Florida corporation (“ Capital
      Growth ”),
      20/20
      MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of
      Capital Growth (“ 20/20
      Mergeco ”),
      and
      20/20 TECHNOLOGIES, INC., a Delaware corporation (“ 20/20 ”).
      Also
      party to this Agreement for the purposes called for herein is 20/20
      Representative, Inc. (“20/20 Representative”). Capital Growth, 20/20 Mergeco,
      20/20 and 20/20 Representative are sometimes referred to herein each,
      individually, as a “ Party ”
and,
      collectively, as the “ Parties ,”
under
      the following circumstances:




**RECITALS**




A.  Upon
      the
      terms and subject to the conditions set forth herein, Capital Growth desires
      to
      acquire all of the capital stock of 20/20 in exchange for certain cash and
      stock
      consideration as set forth herein.




B.  Capital
      Growth and 20/20 have agreed to accomplish this transaction through a forward
      triangular merger whereby 20/20 Mergeco will merge with 20/20, and 20/20 Mergeco
      will be the surviving corporation (the “ Merger ”).




C.  Each
      of
      the boards of directors of Capital Growth, 20/20 Mergeco and 20/20 have (i)
      approved this Agreement, the Merger and the transactions contemplated by this
      Agreement, (ii) determined that the Merger and the transactions contemplated
      by
      this Agreement are fair and in the best interest of the Parties and their
      stockholders, and (iii) recommended that the stockholders of each Party adopt
      and approve this Agreement and the transactions contemplated by this
      Agreement.




NOW,
      THEREFORE, in consideration of the premises and the mutual covenants,
      representations and warranties herein contained, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby mutually
      acknowledged, the Parties hereby agree as follows:




**ARTICLE
      I**




**DEFINITIONS**




In
      addition to terms defined elsewhere in this Agreement, the following terms,
      when
      used in this Agreement, shall have the respective meanings set forth
      below:




“ 20/20 ”
shall
      have the meaning in the preamble to this Agreement.




“ 20/20
      Certificates ”
shall
      have the meaning prescribed in Section
      2.5 below.




“ 20/20
      Common Stock ”
means
      the common stock, $0.00001 par value per share, of 20/20.




-i-




“ 20/20
      Creditor(s) ”
mean
      the holder(s) of Indebtedness (whether secured or unsecured) of
      20/20.




“ 20/20
      Mergeco ”
shall
      have the meaning in the preamble to this Agreement.




“ 20/20
      Preferred Stock ”
means
      the preferred stock, $ 0.0001 par value per share, of 20/20, which is comprised
      of three classes: Series A Convertible Preferred Stock; Series B Convertible
      Preferred Stock; and Series C Convertible Preferred Stock.




“ 20/20
      Shares ”
shall
      have the meaning prescribed in Section
      2.5 below.




“ 20/20
      Stock ”
means
      the 20/20 Preferred Stock and the 20/20 Common Stock.




“ 20/20
      Stockholders ”
means
      the legal owners of the 20/20 Shares.




“ 20/20
      Stockholders’ Representative ”
means
      20/20 Representative, Inc., an Illinois corporation, who has the authority
      to
      act on behalf of all of the 20/20 Stockholders tendering 20/20 Shares pursuant
      to this Agreement.




“ Action ”
means
      any claim, demand, action, cause of action, chose in action, right of recovery,
      right of set-off, suit, arbitration, inquiry, proceeding or investigation by
      or
      before any Governmental Authority.




“ Affiliate ”
means,
      with respect to a specified Person, any other Person that, directly or
      indirectly through one or more intermediaries, controls, is controlled by or
      is
      under common control with such Person, and without limiting the generality
      of
      the foregoing, includes, with respect to the specified Person: (a) any other
      Person that beneficially owns or holds 10% or more of the outstanding voting
      securities or other securities convertible into voting securities of such
      Person, (b) any other Person of which the specified Person beneficially owns
      or
      holds 10% or more of the outstanding voting securities or other securities
      convertible into voting securities, or (c) any director, officer or employee
      of
      such Person.




“ Annual
      Financial Statements ”
shall
      have the meaning prescribed in Section
      4.8(a) below.




“ Audited
      Balance Sheet ”
shall
      have the meaning prescribed in Section
      4.8(a) below.




“ Bankruptcy
      Event ”
means
      with respect to any Person: an assignment by such Person for the benefit of
      creditors or an admission in writing by such Person of an inability to pay
      its
      debts generally as they become due; the entry of an Order, judgment or decree
      adjudicating such Person bankrupt or insolvent; the petition or application
      by
      such Person to any tribunal for the appointment of a custodian, trustee,
      receiver or liquidator of such Person or of any substantial part of its assets;
      the commencement of any proceeding (or the entry of any order for relief) with
      respect to such Person or its debts under any bankruptcy, reorganization,
      arrangement, insolvency, readjustment of debt, dissolution or liquidation law
      of
      any jurisdiction; or the filing of any such petition or application or the
      commencement of any such proceeding against such Person and either (i) such
      Person by any act indicates its approval thereof, consent thereto or
      acquiescence therein or (ii) such petition, application or proceeding is not
      dismissed within sixty (60) days.




-ii-


“ Business ”
means
      the business currently conducted by 20/20.




“ Business
      Day ”
means
      any day other than a Saturday, Sunday or other day on which banks are required
      or authorized to be closed in the city of Chicago, Illinois.




“ Business
      Interests ”
means
      the ownership of up to (but not more than) one percent (1%) of any class of
      securities of an enterprise (but without otherwise participating, directly
      or
      indirectly, in the management or operations of such enterprise) if such
      securities are listed on any national or regional exchange or have been
      registered under Section 12(g) of the Securities Exchange Act of
      1934.




“ Capital
      Growth ”
shall
      have the meaning in the preamble to this Agreement.




“ Capital
      Growth Common Stock ”
means
      the common stock, $.0001 par value per share, of Capital Growth.




“ Capital
      Growth Series B Preferred Stock ”
means
      the Series B Convertible Preferred Stock, $.0001 par value per share, of Capital
      Growth to be issued in accordance with the form of Articles of Amendment to
      the
      Articles of Incorporation attached hereto as Exhibit
      2.5 .




“ Cash
      Consideration ”
means
      the portion of the Merger Consideration to be paid in cash at Closing, as
      adjusted as set forth in Section
      2.5 below;
      provided however, the Cash Consideration shall be at least the amount necessary
      to repay all 20/20 Creditors holding secured Indebtedness (excluding any such
      20/20 Creditors that affirmatively elect to defer repayment; provided such
      amounts shall be deducted from the Transaction Shares pursuant to Section
      2.5(b)(2) ).




“ CERCLA ”
means
      the Comprehensive Environmental Response, Compensation and Liability Act of
      1980, as amended through the date hereof and any regulations promulgated
      thereunder.




“ Certificate
      of Merger ”
shall
      have the meaning prescribed in Section
      2.2 below.




“ Closing ”
shall
      have the meaning prescribed in Section
      3.2 below.




“ Closing
      Date ”
shall
      have the meaning prescribed in Section
      3.2 below.




“ Closing
      Date Indebtedness ”
means
      the outstanding balance of all indebtedness for borrowed monies of 20/20 as
      of
      the Closing Date.




“ COBRA ”
means
      the provisions of Code section 4980B and Part 6 of Subtitle B of title I of
      ERISA.




“ Code ”
shall
      mean the Internal Revenue Code of 1986, as amended.




-iii-


“ Commonly
      Controlled Entity ”
means
      any entity which is under common control with 20/20 within the meaning of
      Section 414(b), (c), (m), (o) or (t) of the Code.




“ Contingent
      Warrant Shares ”
means
      the amount of Transaction Shares which are issuable to the holders of Sharing
      Rights with respect to such holder’s unexpired and unexercised warrants or
      options.




“ Contract ”
means
      any contract, plan, undertaking, understanding, agreement, license, lease,
      note,
      mortgage or other binding commitment, whether written or oral, to which 20/20
      is
      a Party and includes all contracts for the provision of Services by
      20/20.




“ Copyrights ”
mean
      all copyrights (registered or otherwise) and registrations and applications
      for
      registration thereof, and all rights therein provided by multinational treaties
      or conventions.




“ Court ”
means
      any court or arbitration tribunal of the United States, any domestic state,
      or
      any foreign country, and any political subdivision thereof.




“ Credit
      Arrangements ”
shall
      have the meaning prescribed in Section
      9.1(g) below.




“ Customer ”
means
      any Person that now or hereafter contracts for or otherwise purchases Services
      or other products from 20/20.




“ Database ”
means
      all data and other information recorded, stored, transmitted and retrieved
      in
      electronic form.




“ Delaware
      GCL ”
means
      the General Corporation Law of the State of Delaware, as amended.




“ Disclosure
      Schedule ”
shall
      have the meaning prescribed in the preamble to Article
      IV below.




“ Documents ”
means
      this Agreement together with the Certificate of Merger, the Schedules and
      Exhibits hereto, the 20/20 Disclosure Schedule, and the other agreements,
      documents and instruments required or contemplated to be executed in connection
      herewith.




“ Effective
      Time ”
shall
      have the meaning prescribed in Section
      2.2 below.




“ Employee
      Plans ”
means
      all employee benefit plans (as defined in Section 3(3) of ERISA) and all bonus,
      stock or other security option, stock or other security purchase, stock or
      other
      security appreciation rights, incentive, deferred compensation, retirement
      or
      supplemental retirement, severance, golden parachute, vacation, cafeteria,
      dependent care, medical care, employee assistance program, education or tuition
      assistance programs, insurance and other similar fringe or employee benefit
      plans, programs or arrangements, and any current or former employment or
      executive compensation or severance agreements, written or otherwise, which
      have
      ever been sponsored or maintained or entered into for the benefit of, or
      relating to, any present or former employee or director of 20/20, or any trade
      or business (whether or not incorporated) which is a member of a controlled
      group or which is under common control with 20/20, within the meaning of Section
      414 of the Code (an “ ERISA
      Affiliate ”),
      whether or not such plan is terminated.




-iv-


“ Environmental
      Law ”
means
      any Law or Regulation pertaining to: (a) the protection of health, safety and
      the indoor or outdoor environment; (b) the conservation, management or use
      of
      natural resources and wildlife; (c) the protection or use of surface water
      and
      ground water; (d) the management, manufacture, possession, presence, use,
      generation, transportation, treatment, storage, disposal, emission, discharge,
      release, threatened release, abatement, removal, remediation or handling of,
      or
      exposure to, any Hazardous Substance; or (e) pollution (including any emission,
      discharge or release to air, land, surface water and ground water of any
      material); and includes, without limitation, CERCLA and the Solid Waste Disposal
      Act, as amended, 42 U.S.C. § 6901 et
      seq .




“ Environmental
      Permits ”
means
      all Permits required under any Environmental Law.




“ Excess
      Indebtedness ”
shall
      have the meaning prescribed in Section
      2.5(a) below.




“ ERISA ”
means
      the Employee Retirement Income Security Act of 1974, as amended.




“ Financial
      Statements ”
shall
      have the meaning prescribed in Section
      4.8(b) below.




“ GAAP ”
means
      United States (and the United Kingdom equivalent, to the extent applicable,
      of)
      generally accepted accounting principles and practices in effect from time
      to
      time, consistently applied.




“ Governmental
      Authority ”
means
      any governmental or legislative agency or authority (other than a Court) of
      the
      United States, any domestic state, or any foreign country, and any political
      subdivision or agency thereof, and includes any authority having governmental
      or
      quasi-governmental powers, including any administrative agency or
      commission.




“ Hardware ”
means
      all mainframes, midrange computers, personal computers, notebooks, servers,
      switches, printers, modems, drives, peripherals and any component of any of
      the
      foregoing.




“ Hazardous
      Substance ”
means
      any Hazardous Substance, as defined in CERCLA, and any other chemical, compound,
      product, solid, gas, liquid, pollutant, contaminant or material which is
      regulated under any Environmental Law, and includes without limitation, asbestos
      or any substance containing asbestos, polychlorinated biphenyls and petroleum
      (including crude oil or any fraction thereof).




“ HIPAA ”
means
      the provisions of the Code and ERISA enacted by the Health Insurance Portability
      and Accountability Act of 1996.




“ Holdback
      Shares ”
shall
      have the meaning prescribed in Section
      2.5 below.




-v-


“ Indebtedness ”
means,
      with respect to any Person, (a) all indebtedness of such Person, whether or
      not
      contingent, for borrowed money, (b) all obligations of such Person for the
      deferred purchase price of property or services, (c) all obligations of such
      Person evidenced by notes, bonds, debentures or other similar instruments,
      (d)
      all indebtedness created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the holder of such indebtedness in the event
      of default are limited to repossession or sale of such property), (e) all
      obligations of such Person as lessee under Leases that have been or should
      be,
      in accordance with GAAP, recorded as capital Leases, (f) all obligations,
      contingent or otherwise, of such Person under acceptance, letter of credit
      or
      similar facilities, (g) all obligations of such Person to purchase, redeem,
      retire, defease or otherwise acquire for value any capital stock of such Person
      or any warrants, rights or options to acquire such capital stock, valued, in
      the
      case of redeemable preferred stock, at the greater of its voluntary or
      involuntary liquidation preference plus accrued and unpaid dividends, (h) all
      Indebtedness of others referred to in clauses (a) through (f) above guaranteed
      directly or indirectly in any manner by such Person, or in effect guaranteed
      directly or indirectly by such Person through an agreement (1) to pay or
      purchase such Indebtedness or to advance or supply funds for the payment or
      purchase of such Indebtedness, (2) to purchase, sell or lease (as lessee or
      lessor) property, or to purchase or sell services, primarily for the purpose
      of
      enabling the debtor to make payment of such Indebtedness or to assure the holder
      of such Indebtedness against loss, (3) to supply funds to or in any other manner
      invest in the debtor (including any agreement to pay for property or services
      irrespective of whether such property is received or such services are rendered)
      or (4) otherwise to assure a creditor against loss from any and all Indebtedness
      referred to in clauses (a) through (f) above secured by (or for which the holder
      of such Indebtedness has an existing right, contingent or otherwise, to be
      secured by) any Lien on property (including, without limitation, accounts and
      contract rights) owned by such Person, even though such Person has not assumed
      or become liable for the payment of such Indebtedness.




“ Information
      System ”
means
      any combination of Hardware, Software and/or Database(s) employed primarily
      for
      the creation, manipulation, storage, retrieval, display and use of information
      in electronic form or media.




“ Intellectual
      Property ”
means
      (a) inventions, whether or not patentable, whether or not reduced to practice
      or
      whether or not yet made the subject of a pending Patent application or
      applications, (b) ideas and conceptions of potentially patentable subject
      matter, including, without limitation, any patent disclosures, whether or not
      reduced to practice and whether or not yet made the subject of a pending Patent
      application or applications, (c) Patents, (d) Trademarks, (e) Copyrights, (f)
      Software, (g) Web Sites, (h) trade secrets and confidential, technical or
      business information (including ideas, formulas, compositions, inventions,
      and
      conceptions of inventions whether patentable or unpatentable and whether or
      not
      reduced to practice), (i) whether or not confidential, technology (including
      know-how and show-how), manufacturing and production processes and techniques,
      research and development information, drawings, specifications, designs, plans,
      proposals, technical data, copyrightable works, financial, marketing and
      business data, Databases, Information Systems, pricing and cost information,
      business and marketing plans and customer and supplier lists and information,
      (j) copies and tangible embodiments of all the foregoing, in whatever form
      or
      medium, (k) all rights to obtain and rights to apply for Patents, and to
      register Trademarks and Copyrights, (l) all rights under the License Agreements
      and any licenses, registered user agreements, technology or materials, transfer
      agreements, and other agreements or instruments with respect to items in (a)
      to
      (l) above; and (m) all rights to sue and recover and retain damages and costs
      and attorneys’ fees for present and past infringement of any of the Intellectual
      Property rights hereinabove set out.




-vi-


“ Interim
      Balance Sheet ”
shall
      have the meaning prescribed in Section
      4.8(b) below.




“ Interim
      Financial Statements ”
shall
      have the meaning prescribed in Section
      4.8(b) below.




“ Inventories ”
means
      all inventories, including, without limitation, merchandise, raw materials,
      work-in-process, finished goods, replacement parts, packaging, office supplies,
      maintenance supplies, computer parts and supplies and Hardware related to the
      Business maintained, held or stored by or for 20/20 at any location whatsoever
      and any prepaid deposits for any of the same.




“ IRS ”
shall
      mean the United States Internal Revenue Service.




“ Knowledge ”
means
      (a) in the case an individual, knowledge of a particular fact or other matter
      if
      such individual is actually aware of such fact or other matter after due
      inquiry, and (b) in the case of a Person (other than an individual) such Person
      will be deemed to have Knowledge of a particular fact or other matter if any
      individual who is serving, or has at any time served, as a director, officer,
      partner, executor, or trustee of such Person or of a Subsidiary of such Person
      (or in any similar capacity) has, or at any time had, Knowledge of such fact
      or
      other matter, after due inquiry.




“ Law ”
means
      all laws, statutes, ordinances and Regulations of any Governmental Authority
      including all decisions of Courts having the effect of law in each such
      jurisdiction.




“ Leased
      Real Property ”
means
      the real property leased by 20/20 as tenant, together with, to the extent leased
      by 20/20 all buildings and other structures, facilities or improvements
      currently or hereafter located thereon, all fixtures, systems, equipment and
      items of personal property of 20/20 attached or appurtenant thereto, and all
      easements, licenses, rights and appurtenances relating to the
      foregoing.




“ Leases ”
shall
      have the meaning prescribed in Section
      4.10(d) below.




“ Liabilities ”
means
      any and all debts, liabilities and obligations, whether accrued or fixed,
      absolute or contingent, matured or unmatured or determined or determinable,
      including, without limitation, those arising under any Law (including, without
      limitation, any Environmental Law), Action or Order, Liabilities for Taxes
      and
      those Liabilities arising under any Contract.




“ Liens ”
means
      any mortgage, pledge, security interest, attachment, encumbrance, lien
      (statutory or otherwise), option, conditional sale agreement, right of first
      refusal, first offer, termination, participation or purchase, or charge of
      any
      kind (including any agreement to give any of the foregoing), provided, however,
      that the term “Lien” shall not include: (a) Liens for Taxes, assessments and
      charges of any Governmental Authority due and being contested in good faith
      and
      diligently by appropriate proceedings (and for the payment of which adequate
      provision has been made); (b) servitudes, easements, restrictions, rights-of-way
      and other similar rights in real property or any interest therein, provided
      the
      same are not of such nature as to materially adversely affect the use of the
      property subject thereto; (c) Liens for Taxes either not due and payable or
      due
      but for which notice of assessments has not been given; (d) undetermined or
      inchoate Liens, charges and privileges incidental to current construction or
      current operations and statutory Liens, charges, adverse claims, security
      interests or encumbrances of any nature whatsoever claimed or held by any
      Governmental Authority which have not at the time been filed or registered
      against the title to the asset or served upon 20/20 pursuant to Law or which
      relate to obligations not due or delinquent; (e) assignments of insurance
      provided to landlords (or their mortgagees) pursuant to the terms of any lease,
      and Liens or rights reserved in any lease for rent or for compliance with the
      terms of such lease; (f) security given in the ordinary course of the Business,
      as applicable, to any public utility, municipality or Government Authority
      in
      connection with the operations of the Business, as applicable, other than
      security for borrowed money; (g) deposits or pledges made in connection with,
      or
      to secure payment of, workers’ compensation, unemployment insurance, old age
      pension or other social security programs mandated under applicable Laws; and
      (h) restrictions on transfer of securities imposed by applicable state and
      federal securities Laws.




-vii-


“ Litigation ”
means
      any suit, action, arbitration, cause of action, claim, complaint, criminal
      prosecution, investigation, inquiry, demand letter, governmental or other
      administrative proceeding, whether at law or at equity, before or by any Court,
      Governmental Authority, arbitrator or other tribunal.




“ Material
      Adverse Effect ”
means
      any circumstance, change in, or effect on, a Person or the business of such
      Person that, individually or in the aggregate with any other circumstances,
      changes in, or effects on, such Person or the business of such Person: (a)
      is,
      or could be, materially adverse to the business, operations, assets or
      Liabilities (including, without limitation, contingent Liabilities), employee
      relationships, customer or supplier relationships, results of operations or
      the
      condition (financial or otherwise) of such Person’s business; or (b) with
      respect to 20/20 or the Business, could materially adversely affect the ability
      of the Surviving Corporation to operate or conduct the Business in the manner
      in
      which it is currently operated or conducted, or contemplated to be
      conducted.




“ Merger
      Consideration ”
shall
      mean an aggregate of $13,000,000, and shall be comprised of Cash Consideration
      and Transaction Shares (based on a value of $1,000 per Transaction Share for
      the
      Transaction Shares issued in the form of Capital Growth Preferred Shares and
      based on the trailing ten day average closing price of Capital Growth Common
      Stock for the ten trading days immediately preceding the Closing Date for the
      Transaction Shares issued in the form of Capital Growth Common
      Stock).




“ Order ”
means
      any judgment, order, writ, injunction, ruling, stipulation, determination,
      award
      or decree of or by, or any settlement under the jurisdiction of, any Court
      or
      Governmental Authority.




“ Owned
      Real Property ”
means
      the real property owned by 20/20, together with all buildings and other
      structures, facilities or improvements currently or hereafter located thereon,
      all fixtures, systems, equipment and items of personal property of 20/20
      attached or appurtenant thereto and all easements, licenses, rights and
      appurtenances relating to the foregoing.




-viii-


“ Party(ies) ”
shall
      have the meaning in the preamble to this Agreement.




“ Patents ”
mean
      all national (including the United States) and multinational statutory invention
      registrations, patents, patent registrations and patent applications, including
      all reissues, divisions, continuations, continuations-in-part, extensions and
      reexaminations, and all rights therein provided by multinational treaties or
      conventions and all improvements to the inventions disclosed in each such
      registration, patent or application.




“ Permits ”
means
      any licenses, permits, pending applications, consents, certificates,
      registrations, approvals and authorizations.




“ Person ”
means
      any natural person, corporation, limited liability company, unincorporated
      organization, partnership, association, joint stock company, joint venture,
      trust or any other entity.




“Pipe
      Transaction” means that certain private offering to be led by a placement
      agent following the Closing contemplated hereby pursuant to which Capital Growth
      will be raising capital.




“ Real
      Property ”
means
      the Leased Real Property and the Owned Real Property.




“ Receivables ”
means
      any and all accounts receivable, notes, book debts and other amounts due or
      accruing due to 20/20 in connection with the Business whether or not in the
      ordinary course, together with any unpaid financing charges accrued thereon
      and
      the benefit of all security for such accounts, notes and debts.




“ Regulation ”
means
      any rule or regulation of any Governmental Authority.




“ SEC ”
shall
      have the meaning prescribed in Section
      4.24 below.




“ Securities
      Act ”
means
      the Securities Act of 1933, as amended.




“ Services ”
means
      the services provided by 20/20 to or for the benefit of its
      Customers.




“ Sharing
      Rights ”
shall
      have the meaning prescribed in Section
      4.7 below.




“ Software ”
means
      any and all (a) computer programs, including any and all software
      implementations of algorithms, models and methodologies, whether in source
      code
      or object code, (b) databases and compilations, including any and all data
      and
      collections of data, whether machine readable or otherwise, (c) descriptions,
      flow-charts and other work product used to design, plan, organize and develop
      any of the foregoing, (d) the technology supporting any Internet site(s)
      operated by or on behalf of 20/20 and (e) all documentation, including user
      manuals and training materials, relating to any of the foregoing.




“ Subsidiary”
      or “Subsidiaries ”
of
      a
      specified Person means any other Person in which such Person owns, directly
      or
      indirectly, more than 50% of the outstanding voting securities or other
      securities convertible into voting securities, or which may effectively be
      controlled, directly or indirectly, by such Person.




-ix-


“ Surviving
      Corporation ”
shall
      have the meaning prescribed in Section
      2.1 below.




“ Tangible
      Personal Property ”
shall
      have the meaning prescribed in Section
      4.11(a) below.




“ Tax ”
or
      “ Taxes ”
means
      any and all federal, state, local, or foreign taxes, fees, levies, duties,
      tariffs, imposts, and other charges of any kind (together with any and all
      interest, penalties, additions to tax and additional amounts imposed with
      respect thereto) imposed by any Governmental Authority or other taxing
      authority, including, without limitation: taxes or other charges on or with
      respect to income, franchises, windfall or other profits, gross receipts,
      property, sales, use, capital stock, payroll, employment, disability, social
      security, workers’ compensation, unemployment compensation, or net worth; taxes
      or other charges in the nature of excise, withholding, ad valorem, stamp,
      transfer, value added, or gains taxes; license, registration and documentation
      fees; and customs’ duties, tariffs, and similar charges, whether computed on a
      separate or consolidated, unitary or combined basis or in any other manner,
      whether disputed or not and including any obligation to indemnify or otherwise
      assume or succeed to the Tax liability of any other Person, together with any
      interest or penalty, addition to tax or additional amount imposed by any
      governmental authority.




“ Tax
      Returns ”
means
      returns, reports and information statements, including any schedule or
      attachment thereto, with respect to Taxes required to be filed with the IRS
      or
      any other Governmental Authority or other taxing authority or agency, domestic
      or foreign, including consolidated, combined and unitary tax
      returns.




“ Trademarks ”
mean
      all trademarks, service marks, trade dress, logos, trade names and corporate
      names, whether or not registered, including all common law rights, and
      registrations and applications for registration thereof, including, but not
      limited to, all marks registered in the United States Patent and Trademark
      Office, the Trademark Offices of the States and Territories of the United States
      of America, and the Trademark Offices of other nations throughout the world,
      and
      all rights therein provided by multinational treaties or
      conventions.




“ Transaction
      Shares ”
means
      shares of Capital Growth Common Stock for all Transaction Shares other than
      the
      Holdback Shares, and with respect to the Holdback Shares, shall mean Capital
      Growth Series B Preferred Stock with an agreed upon value of $1,000 per share,
      each as issued to the 20/20 Stockholders pursuant to Section
      2.5 ,
      below.




“ True-Up
      Date ”
shall
      have the meaning prescribed to it in Section
      2.5(b)(6) below.




“ Web
      Sites ”
means
      all websites, domain names, and associated internet properties, rights, titles
      and interests in any way directly or indirectly used in or associated with
      the
      Business.




-x-


**ARTICLE
      II**




**THE
      MERGER**




2.1  The
      Merger .
      At the
      Effective Time (as hereinafter defined), in accordance with the laws of the
      State of Delaware and the terms and conditions of the Documents, 20/20 Mergerco
      shall be merged with and into 20/20, with 20/20 surviving. Pursuant to the
      Merger, from and after the Effective Time, the separate corporate existence
      of
      20/20 Mergeco shall cease and 20/20, as the surviving corporation in the Merger,
      shall continue its existence under the laws of the State of Delaware as a wholly
      owned Subsidiary of Capital Growth. As the surviving corporation after the
      Merger, 20/20 is sometimes referred to hereinafter as the “ Surviving
      Corporation .”




2.2  Effective
      Time .
      Subject
      to the provisions of this Agreement, on the Closing Date (as hereinafter
      defined) or as soon thereafter as is practicable, the Parties shall cause the
      Merger to become effective by executing and filing with the office of the
      Delaware Secretary of State, in accordance with the Delaware GCL, the
      Certificate of Merger, in the forms required pursuant to Section 251 of the
      Delaware GCL, which forms shall be prepared by counsel to 20/20 and Capital
      Growth, and attached hereto as Exhibit
      2.2 and made
      a part hereof (the “ Certificate
      of Merger ”),
      the
      date and time of such filings, or such later date and time as may be agreed
      upon
      by the Parties and specified therein, being hereinafter referred to as the
      “ Effective
      Time .”
The
      Parties hereto shall use their commercially reasonable efforts to pre-clear
      the
      Merger with the Secretary of State of the State of Delaware in order that on
      the
      Closing Date, the Certificate of Merger may be filed with the Secretary of
      State
      of the State of Delaware and become effective upon filing.




2.3  Effect
      of the Merger .
      At the
      Effective Time, the Merger shall have the effect set forth in the Documents
      and
      in the applicable provisions of Law. Without limiting the generality of the
      foregoing, and subject thereto, at the Effective Time all of the assets,
      properties, rights, privileges, immunities, powers and franchises of 20/20
      shall
      vest in the Surviving Corporation, and all of the debts, liabilities and duties
      of 20/20 shall become the debts, liabilities and duties of the Surviving
      Corporation.




2.4  Directors .
      The
      directors of the Surviving Corporation shall be those persons set forth on Exhibit
      2.4 ,
      each to
      hold office in accordance with the certificate of incorporation and the bylaws
      of the Surviving Corporation, in each case, until their respective successors
      are duly elected or appointed and qualified or until their earlier death,
      resignation or removal in accordance with the Surviving Corporation’s
      certificate of incorporation and bylaws. Additionally, the 20/20 Stockholders,
      acting through the 20/20 Stockholders’ Representative, shall be allowed to
      select one designee to sit on the board of Capital Growth until the next annual
      meeting of Capital Growth shareholders. Capital Growth further agrees to use
      its
      commercially reasonable efforts to cause its board of directors to nominate
      one
      designee of 20/20 Stockholders’ Representative to sit on the board of directors
      of Capital Growth at its next subsequent election of persons to serve on its
      board of directors.




-xi-


2.5  Conversion
      of Stock, Etc .




(a)  At
      the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      the Parties or the 20/20 Stockholders: All of the 20/20 Stock issued and
      outstanding immediately prior to the Effective Time and all legal or beneficial
      rights to participate in any fashion in the economic benefits of ownership
      of
      20/20 (other than any 20/20 Stock that is to be canceled and retired pursuant
      to Section
      2.7 ,
      and
      other than any options, warrants and other contractual or other rights to
      purchase or otherwise acquire or convert into 20/20 Stock that are to be
      canceled and retired pursuant to Section
      2.8 )
      (“ 20/20
      Shares ”)
      shall
      be converted automatically into the right to receive, in the aggregate, the
      Merger Consideration; provided however, the Cash Consideration payable at
      Closing shall not be paid to the 20/20 Stockholders, but shall be used to reduce
      the Closing Date Liabilities; provided further, the Transaction Shares shall
      be
      further reduced pursuant to Section 2.5(b)(2). The Transaction Shares shall
      be
      issued to the 20/20 Stockholders in accordance with the relative rights of
      the
      20/20 Stockholders as set forth in the certificate of incorporation of 20/20,
      as
      amended, namely first, pro rata among the 20/20 Stockholders holding 20/20
      Preferred Stock immediately prior to the Merger, pro rata, until each such
      holder has received Transaction Shares with a value equal to the “ Stated
      Value ”
of
      the
      aggregate outstanding 20/20 Preferred Stock, as that term is defined in the
      certificates of designations with respect to the 20/20 Preferred Stock (subject
      to an additional allocation of Holdback Shares, if any, available to the 20/20
      Stockholders should the aforesaid allocation not result in satisfaction if
      full
      of the Stated Value), and the remainder of the Transaction Shares shall be
      allocated among the 20/20 Stockholders holding 20/20 Common Stock pro rata
      based
      on their respective stock ownership as of the True-Up Date (subject to
      allocation of additional Transaction Shares to the extent any of the Transaction
      Shares subject to holdback as provided below are subsequently available to
      the
      20/20 Stockholders holding 20/20 Common Stock). On or before the Closing Date,
      Capital Growth shall have filed the Articles of Amendment to Articles of
      Incorporation for its Capital Growth Series B Preferred Stock ( i.e. ,
      the
      Holdback Shares), in the form attached hereto as Exhibit
      2.5 .
      The
      Transaction Shares shall have a value equal to $13,000,000 minus the Cash
      Consideration amount minus the adjustments provided for in Section 2.5(b),
      and
      such Transaction Shares shall be issued (based on dollar value) fifty percent
      (50%) in Capital Growth Common Stock and fifty percent (50%) in Capital Growth
      Series B Preferred Stock (based on a value of $1,000 per Transaction Share
      for
      the Transaction Shares issued in the form of shares of Capital Growth Series
      B
      Preferred Stock and based on the  ten
      day
      trailing average of the closing price of Capital Growth Common Stock for the
      ten
      trading days immediately preceding the Closing Date ,
      as
      quoted on the OTC: Bulletin Board ( for
      the
      Transaction Shares issued in the form of Capital Growth Common Stock), with
      the
      understanding and agreement that the Transaction Shares represented by Capital
      Growth Common Stock shall be delivered on the Closing Date and the balance
      of
      the Transaction Shares represented by Capital Growth Series B Preferred Stock
      to
      be reserved for delivery as set forth in Section 2.5(c) below.




(b)  Reduction
      in Transaction Shares; Excess Indebtedness; True-Up .




(1)  To
      the
      extent a 20/20 Creditor agrees to convert Indebtedness owed to it by 20/20
      or
      its Subsidiaries into Transaction Shares, the number of Transaction Shares
      shall
      be reduced in an amount equal to amount of such indebtedness converted into
      Transaction Shares, provided that such issuance is on terms mutually agreeable
      to Capital Growth and the 20/20 Stockholders’ Representative.




(2)  To
      the
      extent Indebtedness of 20/20 as of the Closing Date (net of cash and accounts
      receivable outstanding as of the Closing Date) is in excess of the Cash
      Consideration (the “ Excess
      Indebtedness ”),
      then
      the number of Transaction Shares to be issued to the 20/20 Stockholders as
      of
      the Closing Date shall be reduced by the quotient of (i) the total amount of
      such Excess Indebtedness and (ii) the value per share allocated to the
      Transaction Shares which shall be a credit against the Excess Indebtedness
      in
      question as if Capital Growth had paid off such Excess Indebtedness with cash,
      and thereafter it shall be the responsibility of Capital Growth and its
      subsidiaries to address retirement of the Excess Indebtedness as they deem
      necessary and proper. The total liabilities of 20/20 as of the Closing Date
      (whether paid by Cash Consideration or remaining as an obligation of 20/20,
      as
      reduced by cash and accounts receivable of 20/20 as of the Closing Date, other
      than cash funding 20/20 Stockholders’ Representative are hereinafter sometimes
      referred to as the “Net Closing Date Liabilities”).




-xii-


(3)  To
      the
      extent the 20/20 Stockholders’ Representative is funded cash pursuant to Section
      9.2(c), the number of Transaction Shares shall reduce by the quotient of (i)
      the
      total amount funded to the 20/20 Stockholders’ Representative and (ii) the value
      per share allocated to the Transaction Shares.




(4)  To
      the
      extent any 20/20 Stockholder exercises appraisal rights as contemplated by
      Section 2.6, the number of Transaction Shares shall reduce in an amount equal
      to
      the number of Transaction Shares that would have been allocated to such
      dissenting 20/20 Stockholder had such 20/20 Stockholder not exercised appraisal
      rights.




(5)  The
      portion of the Transaction Shares that are Holdback Shares shall not be issued
      to the 20/20 Stockholders until such time as the Holdback Shares are released
      pursuant to Section
      9.4 .




(6)  For
      purposes hereof, the “ True-Up
      Date ”
shall
      be a date that is 45 days following the Closing Date. On the True-Up Date,
      the
      20/20 Representative shall advise Capital Growth of the amount of outstanding
      warrant holders of 20/20 that elected to exercise their warrants to purchase
      capital stock of 20/20, and those additional persons, if any, shall be deemed
      for purposes of sharing in the Merger Consideration called for hereunder as
      if
      they were holders of 20/20 Stock corresponding to the exercise in question,
      and
      the exercise consideration paid by those persons shall be deemed as if it were
      additional cash on the Closing Date for purposes of the computations called
      for
      herein.




(c)  At
      Closing, one half of the Transaction Shares to be issued to the 20/20
      Stockholders (collectively, the “ Holdback
      Shares ”)
      shall
      be retained by Capital Growth pursuant to Section
      9.4 to
      secure the indemnification obligations of 20/20 and the repayment of amounts
      owed to 20/20 Creditors.




(d)  As
      of the
      Effective Time, all 20/20 Shares shall automatically be redeemed and canceled,
      and from and after the Effective Time, shall cease to exist, and each holder
      of
      a certificate that previously represented any such share of 20/20 Common Stock
      or Preferred Stock (collectively, the “ 20/20
      Certificates ”)
      shall
      cease to have any rights with respect thereto other than the right to receive,
      if any, (i) their portion of the Transaction Shares, or (ii) the amount
      determined pursuant to appraisal rights provided in Section 2.6. The foregoing
      Merger Consideration shall be deemed to have been paid in full satisfaction
      of
      all rights pertaining to the 20/20 Shares, and after the Effective Time, there
      shall be no further registration or transfers of 20/20 Shares. After the
      Effective Time, as the original 20/20 Certificates are presented to the
      Surviving Corporation, they shall be cancelled and Transaction Shares shall
      be
      issued as provided in this Section
      2.5 .
      If any
      20/20 Certificates representing 20/20 Shares shall have been lost, stolen or
      destroyed, Capital Growth shall issue the applicable Transaction Shares in
      exchange for such lost, stolen or destroyed certificates, upon the making of
      an
      affidavit of such loss by the holder thereof. In addition to the affidavit,
      Capital Growth may in its discretion and as a condition precedent to the
      issuance of the applicable Transaction Shares, require the owner of such lost,
      stolen or destroyed certificates to deliver an irrevocable indemnification
      of
      Capital Growth and its Subsidiaries (including the Surviving Corporation)
      against any claim that may be made against Capital Growth or the Surviving
      Corporation with respect to the certificates alleged to have been lost, stolen
      or destroyed. Until so surrendered, each outstanding 20/20 Certificate shall,
      at
      and after the Effective Time, be deemed for all purposes to represent and
      evidence only the right to receive the Transaction Shares set forth in Section
      2.5 ,
      for
      each share represented by such certificate, and no interest shall be paid or
      accrued on such amount.




-xiii-


(e)  At
      the
      Effective Time, each share of 20/20 Mergeco shall be converted into and
      exchanged for one (1) share of the Common Stock of the Surviving
      Corporation.




2.6  Appraisal
      Rights .
      Any
      20/20 Stockholder that exercises appraisal rights in compliance with Section
      262
      of the Delaware GCL shall be entitled to an appraisal of the fair value of
      such
      20/20 Stockholders 20/20 Shares and payment of such value together with interest
      thereon, if any, under the Delaware GCL and shall not be entitled to exercise
      such stockholder’s right to receive the consideration provided for in Section
      2.5 .
      If such
      20/20 Stockholder shall have failed to perfect or shall have effectively
      withdrawn or lost his right to appraisal and payment under the Delaware GCL,
      as
      the case may be, such 20/20 Stockholder shall thereupon become entitled to
      exercise his right to receive the consideration provided for in Section
      2.5 without
      any interest thereon.




2.7  Cancellation
      of Shares .
      Immediately prior to the Effective Time, each share of 20/20 Stock either held
      in 20/20’s treasury or owned by any direct or indirect wholly-owned Subsidiary
      of 20/20 immediately prior to the Effective Time, shall be canceled and
      extinguished without any conversion thereof or payment therefore.




2.8  Stock
      Options; Warrants .
      Prior
      to the Effective Time, all options, warrants and other contractual or other
      rights to purchase or otherwise acquire or convert into 20/20 Stock, shall
      be
      cancelled, extinguished and terminated, (subject to the holders possessing
      the
      right to share in the Merger Consideration allocable to the class of stock
      with
      respect to which their warrants relate, provided such holders tender the
      applicable consideration therefore to 20/20 or the Surviving Corporation within
      the time permitted to do so in their option or warrant). 20/20 agrees to notify
      its option and warrant holders of their exercise rights, if any (applicable
      to
      Merger) no later than 10 days following the Effective Time. If, prior to the
      expiration of the options, warrants and other contractual or other rights to
      purchase or otherwise acquire or convert into 20/20 Stock, a holder exercises
      in
      accordance with the terms of such right, such consideration shall be made
      available for distribution to the former shareholders of 20/20 in accordance
      with their respective rights and priorities under this Agreement as determined
      by 20/20 Representative.




2.9  Taking
      of Necessary Action; Further Action .
      If, at
      any time and from time to time after the Effective Time, any further action
      is
      necessary or desirable to carry out the purposes of this Agreement and to vest
      in the Surviving Corporation full right, title and possession of all properties,
      assets, rights, privileges, powers and franchises of 20/20, and 20/20 Mergeco,
      the officers and directors of 20/20 and the Surviving Corporation shall be
      and
      are fully authorized and directed, in the name of and on behalf of their
      respective corporations, to take, or cause to be taken, all such lawful and
      necessary action as is not inconsistent with this Agreement. Capital Growth
      shall cause 20/20 Mergeco to perform all of its obligations relating to this
      Agreement and the transactions contemplated hereby.




-xiv-


2.10  Post-Merger
      Option Plan .
      Promptly following the Closing Date, Capital Growth will take all reasonable
      steps to adopt an option plan for which all employees of Capital Growth,
      including any wholly-owned subsidiaries thereof, shall be eligible and which
      shall call for the issuance of up to no less than 5,000,000 shares of Capital
      Growth Common Stock, provided that prior to its adoption of an amendment to
      its
      Articles of Incorporation authorizing the issuance of not less than 50,000,000
      shares of Common Stock, said plan may provide for the issuance of not less
      than
      5,000 shares of Series A Preferred Stock.




**ARTICLE
      III**




**CONSIDERATION;
      CLOSING**




3.1  Consideration .




(a)  As
      consideration for the Merger, subject to the provisions of Sections 2.5(b)
      and
      2.8, the 20/20 Stockholders shall be entitled to receive the Transaction Shares
      as set forth in Section
      2.5 attached
      hereto.




(b)  All
      certificates representing Transaction Shares issued pursuant to this Agreement,
      if any, shall bear a legend stating that such Transaction Shares have not been
      registered under the Securities Act, and may not be transferred or sold without
      such registration or an exemption therefrom. Fractional Transaction Shares in the form of Capital Growth Common Stock shall
      be rounded up to the nearest whole share. With respect to Transaction Shares
      represented by Capital Growth Series B Preferred Stock, Capital Growth shall
      issue fractional shares of Capital Growth Series B Preferred Stock to the
      holders thereof (if the Transaction Shares are Capital Growth Series B Preferred
      Stock), rounded to the nearest fraction which would result in the issuance
      of a
      whole number of shares of Capital Growth Common Stock on conversion of shares
      of
      Capital Growth Series B Preferred Stock, based on a conversion ratio of equal
      to
      the quotient of (i) $1,000 and (ii) the ten
      day
      trailing average of the closing price of Capital Growth Common Stock for the
      ten
      trading days immediately preceding the Closing Date ,
      as
      quoted on the OTC: Bulletin Board (to be adjusted for any stock splits or
      reverse splits between the date hereof and the Closing Date), with the
      differential for any fractional as converted share of Common Stock to be rounded
      up to the nearest whole share (on an as converted basis) .




(c)  If
      it is
      later determined to have been calculated in error, the Parties agree to adjust
      the ten day trailing average of the closing price of Capital Growth Common
      Stock
      for the ten trading days immediately preceding the Closing Date, as quoted
      on
      the OTC: Bulletin Board and take all necessary steps to correct the
      error.




3.2  Closing .
      Subject
      to the terms and conditions of this Agreement, the closing of the transactions
      contemplated by this Agreement (the “ Closing ”)
      shall
      take place at the offices of Kelley Drye & Warren, LLP, 333 West Wacker
      Drive, Suite 2600, Chicago, Illinois, 60606 at 5:30
      P.M.
      CST, on the date hereof ,
      or at
      such other place or time or on such other date as the Parties may agree upon
      in
      writing  (the
      day
      on which the Closing takes place being the “ Closing
      Date ”).




-xv-




**ARTICLE
      IV**




**REPRESENTATIONS
      AND WARRANTIES OF**


**THE
      STOCKHOLDERS AND 20/20**




The
      20/20
      Disclosure Schedule attached hereto (the “ Disclosure
      Schedule ”)
      identifies by Section and Subsection any exception to a representation or
      warranty in this Article
      IV .
      In
      order to induce Capital Growth to enter into this Agreement and to consummate
      the transactions contemplated hereby, 20/20 hereby represents and warrants
      to
      Capital Growth as follows:




4.1  Organization
      and Qualification .
      20/20
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of State of Delaware, and is duly licensed or qualified to transact
      business as a foreign corporation and is in good standing in each of the
      jurisdictions listed on Schedule
      4.1 ,
      such
      jurisdictions being the only jurisdictions in which the failure to be so
      licensed or qualified could have a Material Adverse Effect on 20/20. All of
      the
      issued and outstanding shares of 20/20 Common Stock were issued in compliance
      in
      all material respects with all applicable federal and state securities
      laws.




4.2  Subsidiaries
      and Affiliates .
      Except
      as described on Schedule
      4.2 ,
      20/20
      does not have any Subsidiaries, and, except as described on Schedule
      4.2 ,
      20/20
      does not own, directly or indirectly, any equity or other ownership interests
      of
      any Person. Except as contemplated by this Agreement, 20/20 has no obligation
      to
      purchase any interest, or make any investment, in any Person.




4.3  Charter,
      Bylaws
      and
      Corporate Records .
      True,
      correct and complete copies of each of (i) the Certificate of Incorporation
      of
      20/20, as amended and in effect on the date hereof, and (ii) the bylaws of
      20/20
      as amended and in effect on the date hereof are attached hereto as Schedule
      4.3 .
      True,
      correct and complete copies of the minute books of 20/20, have been previously
      made available to Capital Growth. Such minute books contain complete and
      accurate records of all meetings and other corporate actions of the board of
      directors, committees of the board of directors, incorporators and 20/20
      Stockholders from the date of its incorporation to the date hereof.




4.4  Authorization;
      Enforceability .
      20/20
      has the corporate power and authority to own, hold, lease and operate its
      respective properties and assets and to carry on its business as currently
      conducted. 20/20 has the corporate power and authority to execute, deliver
      and
      perform this Agreement and the other Documents to which it is a Party. The
      execution, delivery and performance of this Agreement and the other Documents
      to
      which 20/20 is a Party and the consummation of the transactions contemplated
      herein and therein have been duly authorized and approved by 20/20, and no
      other
      action on the part of 20/20 is necessary in order to give effect thereto other
      than procurement of stockholder approval to the Merger (unless proof of approval
      has been delivered as of the date hereof). This Agreement and each of the other
      Documents to be executed and delivered by 20/20 has been duly executed and
      delivered by, and constitute the legal, valid and binding obligations of, 20/20,
      enforceable against 20/20 in accordance with their terms, except as such
      enforcement may be limited by bankruptcy, insolvency or other similar laws
      affecting the enforcement of creditors’ rights generally and except that the
      availability of equitable remedies is subject to the discretion of the Court
      before which any proceeding therefore may be brought.




-xvi-


4.5  No
      Violation or Conflict .
      Except
      as provided in Schedule
      4.5 ,
      none of
      (a) the execution and delivery by 20/20 of this Agreement and the other
      Documents to be executed and delivered by 20/20, (b) the consummation by 20/20
      of the transactions contemplated by this Agreement and the other Documents,
      or
      (c) the performance of this Agreement and the other Documents required by this
      Agreement to be executed and delivered by 20/20 at the Closing, will (1)
      conflict with or violate the certificate of incorporation or bylaws of 20/20,
      (2) conflict with or violate any Law, Order or Permit applicable to 20/20,
      or by
      which any 20/20 properties are bound or affected, or (3) result in any breach
      or
      violation of or constitute a default (or an event that with notice or lapse
      of
      time or both would become a default) under, or impair 20/20’s rights or alter
      the rights or obligations of any third party under, or give to others any rights
      of termination, amendment, acceleration or cancellation of, or result in the
      creation of any Lien on any of the properties or assets of 20/20 pursuant to,
      any Contract, Permit or other instrument or obligation to which 20/20 or any
      20/20 Subsidiary is a party or by which 20/20 or its respective properties
      are
      bound or affected except, in the case of clause (2) or (3) above, for any such
      conflict, breach, violation, default or other occurrence that would not
      individually or in the aggregate, have a Material Adverse Effect on
      20/20.




4.6  Governmental
      Consents and Approvals .
      Except
      for consents set forth on Schedule
      4.6 ,
      the
      execution, delivery and performance of this Agreement and the other Documents
      by
      20/20 do not and will not require any consent, approval, authorization, Permit
      or other order of, action by, filing with or notification to, any Governmental
      Authority.




4.7  Capital
      Structure .
      The
      issued capital stock of 20/20 as of the date hereof consists of 24,234,330
      shares of 20/20 Common Stock, 2,716,050 shares of Series A Convertible Preferred
      Stock ($0.50 Stated Value per share), 3,593,767 shares of Series B Convertible
      Preferred Stock (Stated Value $1.094491 per share) and 254,365 shares of Series
      C Convertible Preferred Stock (Stated Value $1.094491 per share). As of the
      date
      hereof, the authorized common stock of 20/20 equals 75,000,000 shares of Common
      Stock and 17,000,000 shares of Preferred Stock. 20/20 has issued warrants and
      options to purchase common stock and preferred stock as set forth on Schedule
      4.7 hereof.
      Except as described above, there will be no shares of voting or non-voting
      capital stock, equity interests or other securities of 20/20 authorized, issued,
      reserved for issuance or otherwise outstanding at the Closing ,
      however
      the holders of warrants and/or options of 20/20 exercisable for the purchase
      of
      capital stock do have the right, following delivery of notice of a proposed
      merger in which to tender their exercise consideration and receive the
      equivalent value with respect to the underlying securities to which they would
      have been entitled had they exercised the warrant and/or option immediately
      prior to the Closing Date (such contractual rights are referred to as the
“ Sharing
      Rights ”). All of
      the outstanding shares of 20/20 Common Stock are duly authorized, validly
      issued, fully paid and non-assessable, and not subject to, or issued in
      violation of, any kind of preemptive, subscription or any kind of similar
      rights. There are no bonds, debentures, notes or other Indebtedness of 20/20
      having the right to vote on any matters on which stockholders of 20/20 may
      vote.
      There are no outstanding securities, options, warrants, calls, rights,
      commitments, agreements, arrangements or undertakings of any kind (contingent
      or
      otherwise) to which 20/20 is a party or bound obligating 20/20 to issue, deliver
      or sell, or cause to be issued, delivered or sold, additional shares of capital
      stock or other voting securities of 20/20 or obligating 20/20 to issue, grant,
      extend or enter into any agreement to issue, grant or extend any security,
      option, warrant, call, right, commitment, agreement, arrangement or undertaking
      that will survive the Closing, except as noted above with respect to the Sharing
      Rights. There are no outstanding contractual obligations of 20/20 to repurchase,
      redeem or otherwise acquire any shares of capital stock (or options to acquire
      any such shares) or other security or equity interest of 20/20 which will
      survive the Closing. Schedule 4.7 contains
      a true and complete list of the record holders of the 20/20 Shares and sets
      forth the full name and number of 20/20 Shares owned by each. 20/20 maintains
      a
      mailing list for its shareholders which it will make available for review upon
      request.




-xvii-


4.8  Financial
      Statements.




(a)  Attached
      hereto as Schedule
      4.8 are
      copies of the audited balance sheet of 20/20 as of December 31, 2004 (the
“Audited Balance Sheet”), and the unaudited balance sheet of 20/20 as of
      December 31, 2005 (the “ Unaudited
      Balance Sheet ”,
      and
      together with the Audited Balance Sheet, collectively, the “ Balance
      Sheets ”),
      together with, in each case, the related statements of operations and the
      statements of changes in stockholders equity and the statements of cash flow,
      for the year ended on such dates (collectively, the “ Annual
      Financial Statements ”).
      The
      Annual Financial Statements are correct and complete and in accordance with
      the
      books and records of 20/20 and fairly present, in accordance with GAAP, in
      all
      material respects the financial condition of 20/20 as of the dates indicated
      therein and accurately reflect in the aggregate all material aspects of the
      Business.




(b)  Also
      attached hereto as Schedule
      4.8 is a
      copy of the unaudited balance sheet of 20/20 as of July 31, 2006 (the
“ Interim
      Balance Sheet ”),
      together with, in each case, the related statement of operations (unaudited),
      the statement of changes in stockholders’ equity (unaudited) and the statement
      of cash flows (unaudited) for the seven (7) month period ended as of July 31,
      2006 (collectively, the “ Interim
      Financial Statements ”
and,
      together with the Annual Financial Statements, the “ Financial
      Statements ”).
      The
      Interim Financial Statements are correct and complete and in accordance with
      the
      books and records of 20/20 and fairly present, in accordance with GAAP, in
      all
      material respects the financial condition of 20/20 as of the dates indicated
      therein, are complete and correct in all material respects and accurately
      reflect any and all material aspects of the Business. Also attached to Schedule
      4.8 are the estimated accounts payable and estimated accounts receivable of
      20/20 as of August 31, 2006; the Interim Balance Sheet, as adjusted for these
      estimated amounts is referred to as the “Adjusted Interim Balance
      Sheet.”




4.9  Conduct
      in the Ordinary Course; Absence of Changes .
      Except
      as disclosed in the Disclosure Schedule, the Business has been conducted in
      the
      ordinary course of business, consistent with past practice, and there has been
      no change in the Business which has had, or could reasonably be anticipated
      to
      have, a Material Adverse Effect on 20/20 or its Business.




4.10  RealProperty .




(a)  20/20
      owns no real estate.




(b)  Schedule
      4.10(b) lists
      (1) the street address of each parcel of Leased Real Property, (2) the identity
      of the lessor, lessee and current occupant (if different from lessee) of each
      such parcel of Leased Real Property, and (3) the term and rental payment terms
      of the Leases (and any subleases) pertaining to each such parcel of Leased
      Real
      Property.




-xviii-


(c)  20/20
      has
      made available to Capital Growth, to the extent available, for each parcel
      of
      Leased Real Property, all title insurance policies, title reports, surveys,
      certificates of occupancy, environmental reports and audits, appraisals, other
      title documents and other documents relating to or otherwise affecting the
      Leased Real Property, or the operation of the Business thereon or any other
      uses
      thereof.




(d)  20/20
      has
      delivered or made available to Capital Growth correct and complete copies of
      all
      Leases and subleases listed in Schedule
      4.10(b) and any
      and all ancillary documents pertaining thereto (including, but not limited
      to,
      all amendments, consents for alterations and documents recording variations
      and
      evidence of commencement dates and expiration dates) (the “ Leases ”).
      With
      respect to each such Lease:




(1)  such
      Lease is legal, valid, binding, enforceable and in full force and effect, except
      as such enforcement may be limited by bankruptcy, insolvency or other similar
      laws affecting the enforcement of creditors’ rights generally and except that
      the availability of equitable remedies is subject to the discretion of the
      Court
      before which any proceeding therefore may be brought, and represents the entire
      agreement between the respective landlord and tenant with respect to such
      property;




(2)  such
      Lease, together with the consent and/or estoppel certificate contemplated by Section
      6.2 ,
      will
      not cease to be legal, valid, binding, enforceable and in full force and effect,
      except as such enforcement may be limited by bankruptcy, insolvency or other
      similar laws affecting the enforcement of creditors’ rights generally and except
      that the availability of equitable remedies is subject to the discretion of
      the
      Court before which any proceeding therefore may be brought, on terms identical
      to those currently in effect as a result of the consummation of the transactions
      contemplated by this Agreement, nor will the consummation of the transactions
      contemplated by this Agreement constitute a breach or default under such Lease
      or otherwise give the landlord or lessee a right to terminate such
      Lease;




(3)  neither
      20/20 nor, to the Knowledge of 20/20, any other party to such Lease, is in
      breach or default in any material respect, and, to the Knowledge of 20/20,
      no
      event has occurred that, with notice or lapse of time would constitute such
      a
      breach or default or permit termination, modification or acceleration under
      such
      Lease; and




(4)  the
      rental set forth in each Lease is the actual rental being paid, and there are
      no
      separate agreements or understandings with respect to the same.




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4.11  Personal
      Property .




(a)  Schedule
      4.11 lists
      each item or distinct group of machinery, equipment, tools, supplies, furniture,
      fixtures, vehicles, rolling stock and other tangible personal property used
      in
      the Business and owned or leased by 20/20 (the “ Tangible
      Personal Property ”).




(b)  20/20
      has
      delivered or made available to Capital Growth correct and complete copies of
      all
      leases for Tangible Personal Property (if any) and any and all material
      ancillary documents pertaining thereto. With respect to each of such
      leases:




(1)  such
      lease, together with all ancillary documents delivered pursuant to the first
      sentence of this Section
      4.11(b) ,
      is
      legal, valid, binding, enforceable, except as such enforcement may be limited
      by
      bankruptcy, insolvency or other similar laws affecting the enforcement of
      creditors’ rights generally and except that the availability of equitable
      remedies is subject to the discretion of the Court before which any proceeding
      therefore may be brought, and in full force and effect and represents the entire
      agreement between the respective lessor and lessee with respect to such
      property; and




(2)  neither
      20/20 nor, to the Knowledge of 20/20, any other party to such lease, is in
      breach or default in any material respect, and no event has occurred that,
      with
      notice or lapse of time would constitute such a breach or default or permit
      termination, modification or acceleration under, such lease; and




(3)  such
      lease will not cease to be legal, valid, binding, enforceable, except as such
      enforcement may be limited by bankruptcy, insolvency or other similar laws
      affecting the enforcement of creditors’ rights generally and except that the
      availability of equitable remedies is subject to the discretion of the Court
      before which any proceeding therefore may be brought, and in full force and
      effect on terms identical to those currently in effect as a result of the
      consummation of the transactions contemplated by this Agreement, nor will the
      consummation of the transactions contemplated by this Agreement constitute
      a
      breach or default under such lease or otherwise give the lessor a right to
      terminate such lease.




(c)  All
      Tangible Personal Property is adequate and usable for the use and purposes
      for
      which it is currently used, is in good operating condition, normal wear and
      tear
      excepted, subject to periodic maintenance and repair in accordance with good
      business practice. The Tangible Personal Property owned or used by 20/20
      constitutes all of the personal property used in, necessary to or required
      for,
      the conduct of the Business as conducted on June 30, 2006 and on the Closing
      Date.




4.12  Board
      Approval .
      The
      board of directors of 20/20 has, at a meeting duly called and held at which
      all
      members were present or by a unanimous written consent: (a) approved and
      declared advisable this Agreement; (b) determined that the Merger and other
      transactions contemplated by this Agreement are advisable, fair to and in the
      best interest of 20/20 and the 20/20 Stockholders; (c) resolved to recommend
      to
      the stockholders of 20/20 (1) the approval of the Merger and the other
      transactions contemplated hereby and (2) the approval and adoption of this
      Agreement; and (d) directed that this Agreement be submitted to the stockholders
      of 20/20 for their approval and adoption by way of majority written
      consent.




-xx-


4.13  Insurance .
      20/20
      has furnished or made available to Capital Growth true and complete copies
      of
      all insurance policies and fidelity bonds covering the assets, business,
      equipment, properties and operations of 20/20 relating to the Business, a list
      of which (by type, carrier, policy number, limits, premium and expiration date)
      is set forth in Schedule
      4.13 .
      All
      such insurance policies are in full force and effect and will remain in full
      force and effect with respect to all events occurring prior to the Effective
      Time.




4.14  Permits . Schedule
      4.14 lists
      all Permits used in or otherwise required for the conduct of the Business.
      Each
      of the Permits is valid and in full force and effect.




4.15  Taxes .
      Except
      as set forth in Schedule
      4.15 hereto:
      (a) all Tax Returns and reports in respect of Taxes required to be filed with
      respect to 20/20 or the Business have been timely filed; (b) all Taxes required
      to be shown on such returns and reports or otherwise due have been timely paid;
      (c) all such returns and reports are true, correct and complete in all material
      respects; (d) no adjustment relating to such returns has been proposed formally
      or, to the Knowledge of 20/20, informally by any Governmental Authority and,
      to
      the Knowledge of 20/20, no basis exists for any such adjustment; (e) there
      are
      no pending or, to the Knowledge of 20/20, threatened actions or proceedings
      for
      the assessment or collection of Taxes against 20/20 or (insofar as either
      relates to the activities or income of 20/20 or could result in Liability of
      20/20 on the basis of joint and/or several liability) any corporation that
      was
      includible in the filing of a return with 20/20 on a consolidated or combined
      basis; (f) no consent under Section 341(f) of the Code has been filed with
      respect to 20/20; (g) there are no Tax Liens on any assets of 20/20 or the
      Business; (h) 20/20 has withheld and paid all Taxes required to have been
      withheld and paid in connection with any amounts paid or owing to any employee,
      independent contractor, creditor, stockholder, or other third party, and all
      Forms W-2 and 1099 required with respect thereto have been properly completed
      and timely filed; (i) 20/20 has not consented to extend the time in which any
      Taxes may be assessed or collected by any taxing authority; (j) 20/20 has not
      requested or been granted an extension of the time for filing any Tax Return
      to
      a date later than the Closing Date other than those included in Schedule
      4.15 ;
      (k)
      there are no Liens for Taxes (other than for current Taxes not yet due and
      payable) upon 20/20’s assets; (l) 20/20 will not be required (1) as a result of
      a change in method of accounting for a taxable period ending on or prior to
      the
      Closing Date, to include any adjustment under Section 481(c) of the Code (or
      any
      corresponding provision of state, local or foreign law) in taxable income for
      any taxable period (or portion thereof) beginning after the Closing Date or
      (2)
      as a result of any “closing agreement,” as described in Section 7121 of the Code
      (or any corresponding provision of state, local or foreign law), to include
      any
      item of income or exclude any item of deduction from any taxable period (or
      portion thereof) beginning after the Closing Date; (m) 20/20 is not a party
      to
      or bound by any tax allocation or tax sharing agreement or has any current
      or
      potential contractual obligation to indemnify any other Person with respect
      to
      Taxes; (n) to the Knowledge of 20/20 there is no basis for any assessment,
      deficiency notice, 30-day letter or similar notice with respect to any Tax
      to be
      issued to 20/20 with respect to any period on or before the Closing Date; (o)
      20/20 has not made any payments, and neither will become obligated (under any
      contract entered into on or before the Closing Date) to make any payments,
      that
      will be nondeductible under Section 280G of the Code (or any corresponding
      provision of state, local or foreign law); (p) 20/20 has not been a United
      States real property holding corporation within the meaning of Section 897(c)(2)
      of the Code (or any corresponding provision of state, local or foreign law)
      during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code
      (or any corresponding provision of state, local or foreign law); (q) no claim
      has ever been made in writing by a taxing authority in a jurisdiction where
      20/20 does not file Tax Returns that 20/20 or a 20/20 Subsidiary is or may
      be
      subject to Taxes assessed by such jurisdiction; (r) 20/20 has no physical
      presence in any foreign country, as defined in the relevant tax treaty between
      the United States of America and such foreign country; and (s) true, correct
      and
      complete copies of all income and sales Tax Returns and related Extensions
      filed
      by or with respect to 20/20 for the past two (2) years have been furnished
      or
      made available to Capital Growth.




-xxi-


4.16  Labor
      Matters .




(a)  Schedule
      4.16 lists
      the name, place of employment, the current annual salary rates, bonuses,
      deferred or contingent compensation, pension, accrued vacation, “golden
      parachute” and other like benefits paid or payable (in cash or otherwise) in
      2004 and 2005, the date of employment and a description of position and job
      function of each current salaried employee, officer, director, manager, member,
      consultant or agent of 20/20 earning in excess of $60,000 per
      annum.




(b)  Except
      as
      set forth in Schedule
      4.16 ,
      no
      employment, consulting, severance pay, continuation pay, termination or
      indemnification agreements or other similar agreements of any nature (whether
      in
      writing or not) exist between 20/20, on the one hand, and any of its current
      or
      former stockholders, officers, directors, members, managers, employees or
      consultants, on the other hand.




(c)  (1) 20/20
      is
      not a party to any collective bargaining agreement or other labor union contract
      applicable to persons employed by 20/20;




(2)  There
      are
      no controversies, strikes, slowdowns or work stoppages pending or, to the
      Knowledge of 20/20, threatened between 20/20 and any of its
      employees;




(3)  There
      are
      no unfair labor practice complaints pending against 20/20 before the National
      Labor Relations Board or any other Governmental Authority or any current union
      representation questions involving employees of 20/20;




(4)  20/20
      is
      currently in material compliance with all applicable Laws relating to the
      employment of labor, including those related to wages, hours, collective
      bargaining and the payment and withholding of Taxes and other sums as required
      by the appropriate Governmental Authority and has withheld and paid to the
      appropriate Governmental Authority or is holding for payment not yet due to
      such
      Governmental Authority all amounts required to be withheld from employees of
      20/20 and is not liable for any arrears of wages, Taxes, penalties or other
      sums
      for failure to comply with any of the foregoing;




(5)  20/20
      has
      paid in full to all its employees or adequately accrued for in accordance with
      GAAP, consistently applied, all wages, salaries, commissions, bonuses, benefits
      and other compensation due to or on behalf of such employees;




(6)  There
      is
      no claim with respect to payment of wages, salary or overtime pay that has
      been
      asserted or is now pending or to the Knowledge of 20/20 threatened before any
      Governmental Authority with respect to any Persons currently or formerly
      employed by 20/20;




-xxii-


(7)  There
      is
      no charge or proceedings with respect to a violation of any occupational safety
      or health standards that has been asserted or is now pending or to the Knowledge
      of 20/20 threatened with respect to 20/20; and




(8)  There
      is
      no charge of discrimination in employment or employment practices, for any
      reason, including, without limitation, age, gender, race, religion or other
      legally protected category, which has been asserted and not settled or is now
      pending or to the Knowledge of 20/20 threatened before the United States Equal
      Employment Opportunity Commission, or any other Governmental Authority in any
      jurisdiction in which 20/20 has employed or currently employs any
      Person.




4.17  Employee
      Benefit Plans . Schedule
      4.17 lists
      all Employee Plans of 20/20 (the “ 20/20
      Employee Plans ”).
      20/20
      has provided or made available to Capital Growth correct and complete copies
      of
      (where applicable) (a) all plan documents, summary plan descriptions, summaries
      of material modifications, amendments, and resolutions related to such plans,
      (b) the most recent determination letters received from the IRS, (c) the three
      most recent Form 5500 Annual Reports and summary annual reports, (d) the most
      recent audited financial statement and actuarial valuation, and (e) all related
      agreements, insurance contracts and other agreements which implement each such
      20/20 Employee Plan. There are no restrictions on the ability of the sponsor
      of
      each 20/20 Employee Plan to amend or terminate any 20/20 Employee Plan and
      each
      20/20 Employee Plan may be transferred by 20/20 or its respective ERISA
      Affiliate to the Surviving Corporation. With
      respect to each 20/20 Employee Plan, no event has occurred, and there exists
      no
      condition or set of circumstances in connection with which 20/20 would
      reasonably be expected to, directly, or indirectly, subject Capital Growth
      to
      any liability under ERISA, the Code or any other applicable law, except
      liability for benefits claims and funding obligations payable in the ordinary
      course. Each 20/20 Employee Plan conforms to, and its administration is in
      compliance with, all applicable Laws. No prohibited transaction within the
      meaning of ERISA section 406 or Code section 4975, or breach of fiduciary duty
      under Title I of ERISA has occurred with respect to any 20/20 Employee Plan. 20/20
      and
      each Commonly Controlled Entity has made all payments due from it to date with
      respect to each 20/20 Employees Plan. With
      respect to each 20/20 Employee Plan, there are no benefits obligations for
      which
      contributions have not been made or properly accrued and there are no unfunded
      benefits obligations that have not been accounted for by reserves, or otherwise
      properly footnoted in accordance with generally accepted accounting principles,
      on the Financial Statements. No 20/20 Employee Plan is a multiemployer plan.
      There are no actions, liens, suits or claims pending or to the Knowledge of
      20/20 threatened (other than routine claims for benefits) with respect to any
      20/20 Employee Plan or against the assets of any 20/20 Employee Plan. Each
      20/20
      Employee Plan which is intended to qualify under Code section 401(a) or 403(a)
      so qualifies and its related trust is exempt from taxation under Code section
      501(a). Each 20/20 Employee Plan that is not qualified under Code section 401(a)
      or 403(a) is exempt from Part 2, 3 and 4 of Title I of ERISA as an unfunded
      plan
      that is maintained primarily for the purpose of providing deferred compensation
      for a select group of management or highly compensated employees, pursuant
      to
      ERISA sections 201(2), 301(a)(3) and 401(a)(1). No assets of 20/20 are allocated
      to or held in a “rabbi trust” or similar funding vehicle. Each 20/20 Employee
      Plan that is a “group health plan” (as defined in ERISA section 607(1) or Code
      section 5001(b)(1)) has been operated at all times in compliance with the
      provisions of COBRA, HIPAA and any applicable, similar state law. Except as
      disclosed in Schedule
      4.17 ,
      the
      consummation of the transactions contemplated by this Agreement will not: (i)
      entitle any current or former employee of 20/20 to severance pay, unemployment
      compensation or any similar payment; (ii) accelerate the time of payment or
      vesting, or increase the amount of any compensation due to, or in respect of,
      any current or former employee of 20/20; (iii) result in or satisfy a condition
      to the payment of compensation that would, in combination with any other
      payment, result in an “excess parachute payment” within the meaning of Code
      section 280G(b); or (iv) constitute or involve a prohibited transaction (as
      defined in ERISA section 406 or Code section 4975), constitute or involve a
      breach of fiduciary responsibility within the meaning of ERISA section 502(l)
      or
      otherwise violate Part 4 of Subtitle B of Title I of ERISA.




-xxiii-


4.18  Environmental
      Matters .
      (a)
      20/20 has all Environmental Permits which are required under Environmental
      Laws,
      (b) 20/20 is in material compliance with all terms and conditions of such
      Environmental Permits, (c) 20/20 is in material compliance with all
      Environmental Laws and any other limitations, restrictions, conditions,
      standards, prohibitions, requirements, obligations, schedules and timetables
      contained in such Environmental Laws or contained in any regulation, code,
      plan,
      governmental Order, notice or demand letter issued, entered, promulgated or
      approved thereunder, (d) there has not been any event, condition, circumstance,
      activity, practice, incident, action or plan which will interfere with or
      prevent continued compliance with the terms of such Environmental Permits or
      which would give rise to any liability under any Environmental Law or give
      rise
      to any common law or statutory liability, based on or resulting from 20/20’s or
      its agents’ manufacture, processing, distribution, use, treatment, storage,
      disposal, transport, or handling, or the emission, discharge, or release into
      the environment, of any Hazardous Substance, and (e) 20/20 has taken all actions
      reasonably necessary under applicable requirements of Environmental Law to
      register any products or materials required to be registered by 20/20 (or any
      of
      its agents) thereunder.




4.19  Certain
      Interests.




(a)  Except
      as
      noted in Schedule
      4.19 ,
      no
      officer, director or 20/20 Stockholder, and no spouse and to the Knowledge
      of
      20/20, no relative (or relative of such spouse) who resides with, or is a
      dependent of, any such officer or director:




(1)  has
      any
      direct or indirect financial interest in any competitor, supplier or customer
      of
      20/20 (except as described on Schedule
      4.19 ),
      provided, however, that the ownership of securities representing no more than
      three percent (3%) of the outstanding voting power of any competitor, supplier
      or customer, and which are also listed on any national securities exchange
      or
      traded actively in the national over-the-counter market, shall not be deemed
      to
      be a “financial interest” so long as the Person owning such securities has no
      other connection or relationship with such competitor, supplier or
      customer;




(2)  owns,
      directly or indirectly, in whole or in part, or has any other interest in any
      tangible or intangible property which 20/20 uses or has used in the conduct
      of
      the Business or otherwise; or




-xxiv-


(3)  has
      outstanding any Indebtedness to 20/20.




(b)  20/20
      has
      no Indebtedness, Liabilities, nor any other obligation of any nature whatsoever
      to, any officer, director or stockholder of 20/20 or any spouse or to the
      Knowledge of 20/20 to any relative (or relative of such spouse) who resides
      with, or is a dependent of, any such officer, director or stockholder, except
      for Indebtedness related to outstanding convertible notes issued by 20/20 and
      legal fees owing to Shefsky & Froelich, Ltd., which is affiliated with
      several 20/20 Stockholders.




4.20  Litigation .
      Except
      as set forth in Schedule
      4.20 ,
      there
      are no Actions pending, or to the Knowledge of 20/20, threatened, against,
      relating to or affecting 20/20 or the Business before any Court, Governmental
      Agency or any arbitrator or mediator. Neither 20/20, nor any Stockholder is
      subject to any Order which prohibits or restricts the consummation of the
      transactions contemplated hereby or restricts in any way the ownership or
      operations of 20/20 or the Business.




4.21  Intellectual
      Property .
      Except
      as noted in Schedule
      4.21 or for
      Software, content, or other similar services/property purchased by 20/20 on
      a
      non-exclusive basis through contracts with vendors, all of which contracts
      are
      in full force and effect and none of which contracts are currently subject
      to
      any contractual disputes nor have been threatened with cancellation or
      non-renewal by such vendors, 20/20 has the exclusive rights, titles and
      interests in and to any and all Intellectual Property used by, being developed
      by, or otherwise associated with the present or future operations of the
      Business, as reasonably anticipated by 20/20.




4.22  Inventories .
      The
      Inventories reflected in the Financial Statements, if any, are in proper working
      order and of merchantable quality, which can be sold in the ordinary course
      of
      the Business.




4.23  Receivables .
      The
      Receivables reflected in the Financial Statements consist solely of bona fide
      accounts receivable generated by the Business in the ordinary course, which
      can
      be collected in the ordinary course of the Business, subject to reserves for
      bad
      debt maintained consistently with the bad debt reserve reflected in the Annual
      Financial Statements.




4.24  Brokers .
      20/20
      has not employed any financial advisor, broker or finder, and 20/20 has not
      incurred nor will incur any broker’s, finder’s, investment banking or similar
      fees, commissions or expenses in connection with the transactions contemplated
      by this Agreement.




4.25  Contracts;
      Status of Contracts .




(a)  Set
      forth
      on Schedule
      4.25 is a
      list of all of the Contracts of 20/20. Complete and correct copies of each
      of
      the Contracts of 20/20 (including all schedules, exhibits, annexes, amendments,
      and modifications relating thereto) have heretofore been delivered to Capital
      Growth by 20/20. The Contracts constitute all of the agreements (whether written
      or oral) used by or necessary to the conduct of the Business and 20/20 is not
      a
      party to any other agreement (whether written or oral) not included in the
      Contracts which is necessary to operate the Business (as historically operated
      by 20/20).




-xxv-


(b)  Except
      as
      set forth on Schedule
      4.25 ,
      and
      except for the requirement of obtaining consents to the transfer thereof (all
      of
      which are set forth on Schedule
      4.25 ),
      each
      Contract constitutes a valid and binding obligation of the parties thereto,
      is
      in full force and effect and will continue in full force and effect after the
      consummation of the transactions contemplated hereby, in each case without
      (i)
      breaching the terms thereof, (ii) resulting in the forfeiture or impairment
      of
      any rights thereunder, (iii) resulting in the payment of any fees or other
      charges, (iv) giving any other party the right to terminate, and (v) requiring
      the consent, approval or act of, or the making of any filing with, any other
      party. Except as set forth on Schedule
      4.25 ,
      20/20
      is not in, or alleged to be in, breach or default under, nor, to the best of
      the
      Knowledge of officers of 20/20, is there or is there alleged to be any basis
      for
      termination of, any of the Contracts, and, to the best of the Knowledge of
      officers of 20/20, no other party to any of the Contracts has breached or
      defaulted thereunder, and no event has occurred and no condition or state of
      facts exists which, with the passage of time or the giving of notice or both,
      would constitute such a default or breach by 20/20 or by any such other
      party.




(c)  To
      the
      extent there is a security deposit relating to a Contract, the underlying
      landlord [or vendor, as applicable,] has not made a claim in respect of the
      respective security deposit and no facts or circumstances exist which could
      reasonably give rise to any such claim.




4.26  No
      Undisclosed Liabilities .
      Except
      as set forth on Schedule
      4.26 ,
      20/20
      is not subject to any liability (including, without limitation, unasserted
      claims, whether known or unknown), whether absolute, contingent, accrued or
      otherwise, which is not shown or which is in excess of amounts shown or reserved
      for in the Interim Balance Sheet, other than liabilities of the same nature
      as
      those set forth in the Interim Balance Sheet and reasonably incurred in the
      ordinary course of the Business after the Interim Balance Sheet
      Date.




4.27  Board
      Approval .
      The
      board of directors of 20/20 has, at a meeting duly called and held at which
      all
      members of such board of directors were present or by a unanimous written
      consent: (a) approved this Agreement; (b) determined that the Merger and other
      transactions contemplated by this Agreement are advisable, fair to and in the
      best interest of 20/20 and each of 20/20’s stockholders; (c) resolved to
      recommend to the stockholders of 20/20 (1) the approval of the Merger and the
      other transactions contemplated hereby and (2) the approval and adoption of
      this
      Agreement; and (d) directed that this Agreement be submitted to the stockholders
      of 20/20 for their approval and adoption.




4.28  Material
      Information .
      No
      covenant, representation or warranty by 20/20, and no written statement,
      schedule or certificate furnished or to be furnished by 20/20 pursuant hereto
      or
      at the Closing hereunder, contains or will contain any untrue statement of
      a
      material fact, or will omit to state a material fact necessary to provide
      Capital Growth with complete and accurate information as to 20/20 or to make
      the
      statements therein not misleading.




-xxvi-




**ARTICLE
      V**




**REPRESENTATIONS
      AND WARRANTIES OF**


**CAPITAL
      GROWTH AND 20/20 MERGECO**




In
      order
      to induce 20/20 to enter into this Agreement and to consummate the transactions
      contemplated hereby, Capital Growth represents and warrants to 20/20 as follows:




5.1  Organization
      and Qualification .
      Each of
      Capital Growth and 20/20 Mergeco is a corporation duly organized, validly
      existing and in good standing under the laws of its respective state of
      incorporation. Each of Capital Growth and 20/20 Mergeco is duly qualified or
      licensed as a foreign corporation to conduct business, and is in good standing,
      under the laws of each jurisdiction where the character of the properties owned,
      leased or operated by it, or the nature of its activities, makes such
      qualification or licensing necessary, except where the failure to be so
      qualified, licensed or in good standing, individually or in the aggregate,
      has
      not had and would not have a Material Adverse Effect on Capital Growth and
      20/20
      Mergeco. Each of Capital Growth and 20/20 Mergeco has made available to 20/20
      true, complete and correct copies of its articles of incorporation and bylaws,
      each as amended to date. Neither Capital Growth, nor 20/20 Mergeco is in default
      under or in violation of any provision of its articles of incorporation or
      bylaws. All of the issued and outstanding shares of capital stock of, or other
      equity interests in, the 20/20 Mergeco are: (a) duly authorized, validly issued,
      fully paid, non-assessable; (b) owned, directly or indirectly by Capital Growth
      free and clear of all Liens; and (c) free of any restriction, including, without
      limitation, any restriction which prevents the payment of dividends to Capital
      Growth, or otherwise restricts the right to vote, sell or otherwise dispose
      of
      such capital stock or other ownership interest other than restrictions under
      the
      Securities Act and state securities laws.




5.2  Capital
      Structure .
      The
      authorized capital stock of Capital Growth consists of (a) 25,000,000 shares
      of
      Capital Growth Common Stock $0.0001 par value per share, (b) 100,000 shares
      of
      Capital Growth Series A Preferred Stock, none of which has been issued, (c)
      100,000 shares of Capital Growth Series B Preferred Stock, none of which has
      been issued (except for those shares of Capital Growth Series B Preferred Stock
      issued pursuant to the terms hereof), (d) and 4,800,000 of “blank check”
preferred stock, none of which has been issued. As of the date of this
      Agreement: (1) 17,115,754 shares of Capital Growth Common Stock were issued
      and
      outstanding; and (2) no shares of Capital Growth Series A Preferred Stock or
      Capital Growth Series B Preferred Stock were issued or outstanding. Except
      as
      described above and with respect to the outstanding convertible debentures
      and
      stock options of Capital Growth, there were no shares of voting or non-voting
      capital stock, equity interests or other securities of Capital Growth
      authorized, issued, reserved for issuance or otherwise outstanding. All
      outstanding shares of Capital Growth Series B Preferred Stock to be issued
      in
      connection with the consummation of the transactions contemplated by this
      Agreement will be, when issued in accordance with the terms hereof, duly
      authorized, validly issued, fully paid and non-assessable, and not subject
      to,
      or issued in violation of, any kind of preemptive, subscription or any kind
      of
      similar rights. Except as provided hereunder, neither Capital Growth, nor 20/20
      Mergeco is subject to any obligation or requirement to provide funds for, or
      to
      make any investment (in the form of a loan or capital contribution) to or in
      any
      Person. All of the issued and outstanding shares of Capital Growth Common Stock
      were issued in compliance in all material respects with all applicable federal
      and state securities laws. The authorized capital stock of each 20/20 Mergeco
      consists of 1,000 shares of common stock, 100 of which are duly authorized,
      validly issued and fully paid and non-assessable, and all of which are, and
      at
      the Closing Date will be, owned by Capital Growth free and clear of any Liens.




-xxvii-


5.3  Authorization;
      Enforceability .
      Each of
      Capital Growth and 20/20 Mergeco has the corporate power and authority to
      execute, deliver and perform this Agreement and the other Documents to which
      it
      is a Party. The execution, delivery and performance of this Agreement and the
      other Documents to which it is a Party and the consummation of the transactions
      contemplated herein and therein have been duly authorized and approved by each
      of Capital Growth and 20/20 Mergeco, and no other action on the part of any
      of
      them is necessary in order to give effect thereto. This Agreement and each
      of
      the other Documents to be executed and delivered by each of Capital Growth
      and
      20/20 Mergeco have been duly executed and delivered by, and constitute the
      legal, valid and binding obligations of, each of them, enforceable against
      each
      of them, in accordance with their terms, except as such enforcement may be
      limited by bankruptcy, insolvency or other similar laws affecting the
      enforcement of creditors’ rights generally and except that the availability of
      equitable remedies is subject to the discretion of the Court before which any
      proceeding therefor may be brought.




5.4  No
      Violation or Conflict .
      None of
      (a) the execution and delivery by Capital Growth and 20/20 Mergeco of this
      Agreement and the other Documents to be executed and delivered by each of
      Capital Growth and 20/20 Mergeco, (b) consummation by each of Capital Growth
      and
      20/20 Mergeco of the transactions contemplated by this Agreement and the other
      Documents, or (c) the performance of this Agreement and the other Documents
      required by this Agreement to be executed and delivered by each of Capital
      Growth and 20/20 Mergeco at the Closing, will (1) conflict with or violate
      the
      articles of incorporation or bylaws of any of them, (2) conflict with or violate
      any Law, Order or Permit applicable to any of them, or (3) conflict with or
      violate any loan or credit agreement, note, bond, mortgage, indenture, contract,
      agreement, lease or other instrument or obligation to which any of them is
      a
      party or by which any of their respective properties may be bound or
      affected.




5.5  Governmental
      Consents and Approvals .
      Except
      for filings required by applicable Securities Laws or exchanges, the execution,
      delivery and performance of this Agreement and the other Documents by each
      of
      Capital Growth and 20/20 Mergeco do not and will not require any consent,
      approval, authorization, Permit or other Order of, action by, filing with or
      notification to, any Governmental Authority.




5.6  Litigation .
      Except
      as set forth on Schedule
      5.6 ,
      there
      is no suit, action, arbitration, claim, governmental or other proceeding before
      any Governmental Authority pending or, to the Knowledge of Capital Growth,
      threatened, against Capital Growth, or 20/20 Mergeco.




5.7  Interim
      Operations .
      20/20
      Mergeco was formed solely for the purpose of engaging in the transactions
      contemplated by this Agreement, and has engaged in no other business activities
      and has conducted its operations only as contemplated in this
      Agreement.




5.8  Brokers .
      Capital
      Growth has not employed any financial advisor, broker or finder, and Capital
      Growth has not incurred and will not incur any broker’s, finder’s, investment
      banking or similar fees, commissions or expenses in connection with the
      transactions contemplated by this Agreement.




-xxviii-


5.9  Board
      Approval .
      The
      boards of directors of Capital Growth and of 20/20 Mergeco have, each at a
      meeting duly called and held at which all members of such board of directors
      were present or by a unanimous written consent: (a) approved this Agreement;
      (b)
      determined that the Merger and other transactions contemplated by this Agreement
      are advisable, fair to and in the best interest of such entity and each of
      their
      respective stockholders; (c) resolved to recommend to the stockholders of 20/20
      Mergeco (1) the approval of the Merger and the other transactions contemplated
      hereby and (2) the approval and adoption of this Agreement; and (d) directed
      that this Agreement be submitted to the stockholders of 20/20 Mergeco for its
      approval and adoption.




5.10  Material
      Information .
      No
      covenant, representation or warranty by Capital Growth, and no written
      statement, schedule or certificate furnished or to be furnished by Capital
      Growth pursuant hereto or at the Closing hereunder, contains or will contain
      any
      untrue statement of a material fact, or will omit to state a material fact
      necessary to provide 20/20 with complete and accurate information as to Capital
      Growth or to make the statements therein not misleading. For
      purposes hereof, Capital Growth represents that all of the disclosures contained
      in its filings with the Securities & Exchange Commission during calendar
      years 2004, 2005 and 2006 are true and correct in all material respects and
      do
      not omit to state or misstate any material facts regarding the business or
      financial condition of Capital Growth and its Subsidiaries .




**ARTICLE
      VI**




**COVENANTS**




6.1  Performance .
      Subject
      to the terms and conditions provided in this Agreement, each of the Parties
      shall use its respective commercially reasonable efforts in good faith to take
      or cause to be taken as promptly as practicable all reasonable actions that
      are
      within its power to cause to be performed and fulfilled those of the conditions
      precedent to its obligations to consummate the transactions contemplated by
      this
      Agreement that are dependent upon its actions, including obtaining all necessary
      approvals, to the end that the transactions contemplated hereby will be fully
      and timely consummated.




6.2  Regulatory
      and Other Authorizations; Notices and Consents .




(a)  Each
      of
      the Parties will use its commercially reasonable efforts to obtain all
      authorizations, consents, Orders and approvals of all Governmental Authorities
      and officials that may be or become necessary for its execution and delivery
      of,
      and the performance of its obligations pursuant to, this Agreement and the
      other
      Documents and will cooperate fully with each of the Parties in promptly seeking
      to obtain all such authorizations, consents, Orders and approvals.




(b)  Each
      of
      the Parties shall give promptly such notices to third parties and use its
      commercially reasonable efforts to obtain such third party consents and estoppel
      certificates as the Parties may deem necessary or desirable in connection with
      the consummation of the transactions contemplated by this Agreement and the
      other Documents. The Parties shall cooperate with each other and use all
      reasonable efforts to assist in giving such notices and obtaining such consents
      and estoppel certificates. Notwithstanding the foregoing, Capital Growth acknowledges that 20/20 shall
      not
      be obligated to deliver any landlord estoppel certificates as a condition
      preceding to effecting the Closing contemplated hereunder.




-xxix-


6.3  Notification .
      From
      the date this Agreement is signed by the Parties until the Closing, each Party
      to this Agreement shall promptly notify the other Parties in writing of the
      occurrence, or pending or threatened occurrence, of (a) any event that would
      constitute a breach or violation of this Agreement by any Party or that could
      reasonably be anticipated to cause any representation or warranty made by the
      notifying Party in this Agreement to be false or misleading in any respect
      (including without limitation, any event or circumstance which would have been
      required to be disclosed on the applicable Disclosure Schedule if such event
      or
      circumstance occurred or existed on or prior to the date of this Agreement),
      and
      (b) all other material developments affecting the assets, Liabilities, business,
      financial condition, operations, results of operations, customer or supplier
      relations, employee relations, projections or prospects of such Party. Any
      such
      notification shall not limit or alter any of the representations, warranties
      or
      covenants of the parties set forth in this Agreement or any rights or remedies
      a
      Party may have with respect to a breach of any representation, warranty or
      covenant.




6.4  Conduct
      of Business Pending Closing.




(a)  At
      all
      times prior to the Closing Date, 20/20 covenants and agrees that it shall
      conduct the Business only in the ordinary course of its Business consistent
      with
      past practices, and 20/20 shall use its commercially reasonable efforts
      consistent with past practices to preserve intact the Business and to keep
      available satisfactory relationships with suppliers, customers and others having
      business relationships with it.




(b)  From
      the
      date of this Agreement until the Closing Date there shall not be any material
      increases or decreases in compensation, capital expenditures, asset sales or
      affiliate transactions involving 20/20, nor shall there be any unusual cash
      withdrawals, unusual payments, unusual contracts or contract provisions, or
      other unusual transactions or business practices involving 20/20.




(c)  At
      all
      times prior to the Closing Date, except as otherwise set forth in this
      Agreement, 20/20 Mergeco covenants and agrees that it will not, directly or
      indirectly, conduct any business or incur any Liabilities (contingent or
      otherwise).




(d)  20/20
      agrees that during the period from the date of signing of this Agreement until
      the Closing Date, they shall each refrain from entering into, participating
      in,
      or responding to, any other negotiations, discussions, contracts, letters of
      intent, or other arrangements of any nature with any third parties (other than
      Capital Growth) regarding a disposition of 20/20’s Business or assets, the sale
      of the stock or equity interests of 20/20, or any other actions which might
      have
      the effect of impeding, delaying or making more costly the Merger, provided , however ,
      that
      this Agreement shall no longer be legally binding upon 20/20 if the Closing
      has
      not occurred by September 30, 2006, unless the outside date for Closing is
      extended by mutual agreement of the parties.




-xxx-




6.5  Employment
      Matters .
      Except
      as set forth in Article X, there will be no changes in the employment status,
      or
      in the terms and conditions of employment, of the employees of 20/20 prior
      to
      the Merger.




**ARTICLE
      VII**




**REGISTRATION
      RIGHTS**




7.1  Transactions
      Shares .
      The
      Transaction Shares will be unregistered, restricted stock, and shall be subject
      to piggyback registration rights in connection with the registration rights
      granted to the investors in the Pipe Transaction; provided however, such
      registration rights shall be subject to up to a six (6) month lock-up (on terms
      designated by the managing underwriter) following the effective date of the
      initial registration statement filed on behalf of the investors in the Pipe
      Transaction; provided further, in connection with the registration of the shares
      issued to the investors in the Pipe Transaction, to the extent the managing
      dealer advises Capital Growth in writing that in their opinion the number of
      securities requested to be included in such registration exceeds the number
      which can be sold in such offering without adversely affecting the marketability
      of the offering, Capital Growth shall include in such registration (i) first,
      the quantity of shares issued to the investors in the Pipe Transaction requested
      to be included in such registration, *pro
      rata* among
      the respective holders thereof on the basis of the number of shares requested
      to
      be included in such registration by each such holder, (ii) second, the
      Transaction Shares, *pro
      rata* among
      the respective holders thereof on the basis of the number of shares requested
      to
      be included in such registration by each such holder, and (iii) third, other
      securities of the Company requested to be included in such registration, pro
      rata among the respective holders thereof on the basis of the number of shares
      requested to be included in such registration by each such holder.




**ARTICLE
      VIII**




**CONDITIONS
      PRECEDENT TO CLOSING**




8.1  Conditions
      Precedent to the Obligations ofCapital
      Growth .
      The
      obligation of each of Capital Growth and 20/20 Mergeco to consummate the
      transactions described in this Agreement shall be subject to the fulfillment
      on
      or before the Closing of the following conditions precedent, each of which
      may
      be waived by a Capital Growth in its sole discretion:




(a)  Representations,
      Warranties and Covenants of 20/20 .
      The
      representations and warranties of 20/20 contained in this Agreement shall have
      been true and correct when made and shall be true and correct in all material
      respects as of the Closing, with the same force and effect as if made as of
      the
      Closing Date, other than such representations and warranties that are expressly
      made as of another date, and the covenants and agreements contained in this
      Agreement to be complied with by 20/20 on or before the Closing shall have
      been
      complied with.




(b)  Authorizations,
      Approvals and Consents .
      All
      authorizations, approvals or consents of any and all Governmental Authorities
      or
      other Persons required to be obtained by the 20/20 to consummate the
      transactions contemplated by this Agreement which, either individually or in
      the
      aggregate, if not obtained, would have a material adverse effect on the
      Business, including without limitation, the authorizations, approvals, or
      consents listed on Schedule
      4.6 ,
      shall
      have been validly obtained and copies thereof shall have been delivered to
      Capital Growth.




-xxxi-


(c)  No
      Actions, Suits or Proceedings .
      No
      Order of any Court or Governmental Authority shall have been issued restraining,
      prohibiting, restricting or delaying, the consummation of the transactions
      contemplated by this Agreement and the other Documents. No Litigation shall
      be
      pending or, to the Knowledge of the Parties to this Agreement, threatened,
      (except to the extent disclosed in this Agreement), before any Court or
      Governmental Authority to restrain, prohibit, restrict or delay, or to obtain
      damages or a discovery order in respect of this Agreement or the consummation
      of
      the transactions contemplated hereby. No insolvency proceeding of any character
      including without limitation, bankruptcy, receivership, reorganization,
      dissolution or arrangement with creditors, voluntary or involuntary, affecting
      20/20 shall be pending, and 20/20 shall not have taken any action in
      contemplation of, or which would constitute the basis for, the institution
      of
      any such proceedings.




(d)  No
      Adverse Change of 20/20 .
      No
      events or conditions shall have occurred which individually or in the aggregate,
      have had, or may reasonably be anticipated to give rise to any Material Adverse
      Effect on 20/20 since the date of this Agreement.




(e)  Corporate
      Action .
      20/20
      shall have taken all corporate action necessary to approve the transactions
      contemplated by this Agreement, and 20/20 shall have furnished Capital Growth
      and 20/20 Mergeco with copies of resolutions, adopted by the board of directors
      and, if necessary, stockholders of 20/20 and certified by the secretary of
      20/20
      as of the Closing Date, in form and substance reasonably satisfactory to Capital
      Growth, in connection with such transactions.




(f)  Due
      Diligence .
      Capital
      Growth shall have completed its due diligence investigation of 20/20 (including,
      without limitation, an examination of the corporate books and records,
      financials, historical operations, management, business practices, computer
      systems, prospects, legal, tax, ERISA and other matters) not later than the
      Closing Date, and the results of such investigation shall be satisfactory to
      Capital Growth in its sole discretion as of such date and the date of execution
      of this Agreement.




(g)  Executives .
      Patrick
      C. Shutt and George King shall enter into employment agreements (to the extent
      required by Capital Growth) with the Surviving Corporation containing customary
      terms and conditions.




(h)  Creditors .
      20/20
      shall have entered into agreements with each of the 20/20 unsecured Creditors
      regarding the payment of Indebtedness by 20/20 after the Effective Date (the
      “ Creditor
      Arrangements ”),
      any
      such Creditor Arrangement in form and substance approved by Capital Growth.
      The
      Creditor Arrangements shall do at least one of the following (and in any event,
      must be in form and substance approved by Capital Growth): (i) cause the
      Indebtedness of the 20/20 Creditor to be converted into Transaction Shares
      (or
      upon mutual consent of the parties, Capital Growth Series B Preferred Stock);
      (ii) forgive a portion of such Indebtedness (such forgiveness to occur
      immediately prior to the Effective Time, and/or (iii) defer the payment
      obligation under the Indebtedness for a period calling for quarterly payment
      over at least 8 calendar quarters, commencing on or following the last quarter
      of 2006.




-xxxii-


(i)  Legal
      Opinions of Counsel for 20/20 .
      Legal
      counsel for 20/20 shall have delivered to Capital Growth a written opinion
      of
      counsel in the form and substance reasonably satisfactory to Capital Growth
      regarding its authority to enter into the transactions called for
      herein.




(j)  Capital
      Growth Funding .
      Capital
      Growth shall have received net proceeds from the private offering and/or
      financing in the form of cash or assignment of secured liabilities of 20/20
      to
      Capital Growth of not less than $3,100,000; the parties hereto acknowledge
      and
      agree that to the extent Capital Growth acquires any of the notes evidencing
      secured Indebtedness of 20/20, then the obligation evidenced by such Notes
      shall
      be deemed to be a portion of the Cash Consideration payable hereunder and the
      amount of such Indebtedness shall be credited against Capital Growth’s purchase
      obligations hereunder.




(k)  Corporate
      Action .
      20/20
      shall have taken all corporate action necessary to approve the transactions
      contemplated by the Agreement, the 20/20 Stockholders shall have duly approved
      the Merger, and 20/20 shall have furnished Capital Growth with copies of
      resolutions, adopted by the board of directors of 20/20 and the 20/20
      Stockholders and certified by the secretary of 20/20 as of the Closing Date,
      in
      form and substance reasonably satisfactory to Capital Growth, in connection
      with
      such transactions.




(l)  Other
      Documents .
      The
      Company shall have furnished or caused to be furnished to the Parent the
      documents set forth in Section
      8.4 and such
      other documents and certificates as may be reasonably requested by Capital
      Growth.




8.2  ConditionsPrecedent to the Obligations of 20/20 .
      The
      obligation of 20/20 to consummate the transactions described in this Agreement
      shall be subject to the fulfillment on or before the Closing of the following
      conditions precedent, each of which may be waived by a Capital Growth in its
      sole discretion:




(a)  Representations,
      Warranties and Covenants of Capital Growth and 20/20 Mergeco .
      The
      representations and warranties of each of Capital Growth and 20/20 Mergeco
      contained in this Agreement shall have been true and correct when made and
      shall
      be true and correct in all material respects as of the Closing, with the same
      force and effect as if made as of the Closing Date, other than such
      representations and warranties that are expressly made as of another date,
      and
      the covenants and agreements contained in this Agreement to be complied with
      by
      Capital Growth and 20/20 Mergeco on or before the Closing shall have been
      complied with, and 20/20 shall have received a certificate to such effect signed
      by a duly authorized officer of Capital Growth and the 20/20
      Mergeco.




(b)  No
      Actions, Suits or Proceedings .
      No
      Order of any Court or Governmental Authority shall have been issued restraining,
      prohibiting, restricting or delaying, the consummation of the transactions
      contemplated by this Agreement and the other Documents. No Litigation shall
      be
      pending or, to the Knowledge of the Parties to this Agreement, threatened,
      before any Court or Governmental Authority to restrain, prohibit, restrict
      or
      delay, or to obtain damages or a discovery order in respect of this Agreement
      or
      the consummation of the transactions contemplated hereby. No insolvency
      proceeding of any character including without limitation, bankruptcy,
      receivership, reorganization, dissolution or arrangement with creditors,
      voluntary or involuntary, affecting 20/20 shall be pending, and 20/20 shall
      not
      have taken any action in contemplation of, or which would constitute the basis
      for, the institution of any such proceedings




-xxxiii-


(c)  No
      Adverse Change of Capital Growth or 20/20 Mergeco .
      No
      events or conditions shall have occurred which individually or in the aggregate,
      have had, or may reasonably be anticipated to give rise to any Material Adverse
      Effect on Capital Growth or 20/20 Mergeco.




(d)  Corporate
      Action .
      Capital
      Growth and 20/20 Mergero shall have taken all corporate action necessary to
      approve the transactions contemplated by this Agreement, and Capital Growth
      and
      20/20 Mergeco shall have furnished 20/20 with copies of resolutions, adopted
      by
      the board of directors and, if necessary, stockholders of Capital Growth and
      20/20 Mergeco and certified by the secretary of Capital Growth and 20/20 Mergeco
      as of the Closing Date, in form and substance reasonably satisfactory to 20/20,
      in connection with such transactions.




(e)  Employment
      Agreements .
      The
      terms of the employment agreements for Patrick Schutt and George King shall
      be
      on terms satisfactory to each of them.




(f)  Other
      Documents .
      Capital
      Growth and 20/20 Mergeco shall have furnished or caused to be furnished to
      20/20
      the documents set forth in Section
      8.4 and such
      other documents and certificates as may be reasonably requested by
      20/20.




8.4  Delivery
      of Documents
      by 20/20. 20/20 agrees to execute and deliver, or cause to be executed and
      delivered, to Capital Growth at the Closing, the following:




(a)  All
      of
      the instruments and documents required to be delivered under Section
      8.1 ;




(b)  all
      corporate minute books and stock record books of 20/20; and




(c)  Such
      other documents as Capital Growth may reasonably request.




8.5  Delivery
      of Documents
      by Capital Growth and 20/20 Mergeco. Capital Growth and 20/20 Mergeco agree
      to execute and deliver, or cause to be executed and delivered, to 20/20 at
      the
      Closing, the following:




(a)  All
      of
      the instruments and documents required to be delivered under Section
      8.2 ;




(b)  Such
      other documents as 20/20 may reasonably request




-xxxiv-




**ARTICLE
      IX**




**INDEMNIFICATION**




9.1  Survival
      of Representations, Warranties and Covenants .
      The
      representations and warranties contained in this Agreement shall survive (and
      shall be unaffected by (and shall not be deemed waived by) any investigation,
      audit, appraisal or inspection at any time made by or on behalf of another
      party
      hereto) for two (2) years after the Closing Date. All covenants and agreements
      contained in this Agreement (and in the corresponding covenants and agreements
      set forth in any of the Documents) shall survive the Closing and continue in
      full force until fully performed in accordance with their terms.




9.2  Indemnification.




(a)  The
      20/20
      Stockholders agree to indemnify and hold harmless Capital Growth and the
      Surviving Corporation, and each of their respective successors and assigns,
      together with all of their officers and directors, from and against any and
      all
      losses, damages, liabilities, obligations, costs or expenses which are caused
      by
      or arise out of (1) any breach or default in the performance by the 20/20
      Stockholders or 20/20 of any covenant or agreement of the 20/20 Stockholders
      or
      20/20 contained in this Agreement; (2) any material breach of warranty or
      inaccurate or erroneous representation made by 20/20 herein, in this Agreement
      or in any schedule (including the Disclosure Schedule) delivered to Capital
      Growth or the 20/20 Mergeco pursuant hereto or in any certificate or other
      instrument delivered by or on behalf of 20/20 pursuant hereto; (3) any
      infringement actions relating to the Trademarks used by 20/20 or any other
      loss
      arising out of a determination that 20/20 is not entitled to use such Trademarks
      or service marks; (4) all Liabilities of 20/20 as of the Closing Date, including
      any liabilities listed on Schedule
      9.2(a) ;
      and (5)
      any and all actions, suits, proceedings, claims, demands, judgments, costs
      and
      expenses (including reasonable legal fees) arising out of the foregoing (any
      one
      such item being herein called a “ Loss ”
and
      all
      such items being herein collectively called “ Losses ”); provided , however ,
      that
      the aforesaid indemnification shall be limited to the Holdback
      Shares.




(b)  Capital
      Growth and the 20/20 Mergeco jointly and severally agree to indemnify and hold
      harmless the 20/20 Stockholders and their respective successors and assigns,
      from and against any and all Losses which are caused by or arise out of (1)
      any
      material breach or default in the performance by Capital Growth or the 20/20
      Mergeco of any covenant or agreement of Capital Growth or the 20/20 Mergeco
      contained in this Agreement; (2) any material breach of warranty or inaccurate
      or erroneous representation made by Capital Growth or the 20/20 Mergeco herein,
      in this Agreement or in any schedule delivered to 20/20 pursuant hereto or
      in
      any certificate or other instrument delivered by or on behalf of Capital Growth
      or the 20/20 Mergeco pursuant hereto; and (3) any and all actions, suits,
      proceedings, claims, demands, judgments, costs and expenses (including
      reasonable legal fees) arising out of the foregoing.




(c)  Any
      actions taken or decisions made with respect to the 20/20 Stockholders pursuant
      to this Article 10 shall be taken or made by the 20/20 Stockholders’
Representative. No 20/20 Stockholder shall have any individual rights pursuant
      to this Article X, and the decision of the 20/20 Stockholders’ Representative
      shall be binding upon each 20/20 Stockholder. Any expenses incurred by 20/20
      Stockholders’ Representative and its counsel and accountants in connection with
      this Agreement shall be the sole responsibility of the 20/20 Stockholders’
Representative; provided however, 20/20 may fund up to $25,000 to 20/20
      Stockholders’ Representative from its available cash as of the Closing Date
      (which amount shall be deducted from the Merger Consideration). Notwithstanding
      the foregoing, to the extent that 20/20 Stockholder’s Representative refunds any
      of such monies to Capital Growth prior to the distribution of all of the
      remaining Holdback Shares, simultaneously with the final distribution of the
      Holdback Shares, Capital Growth shall distribute such additional Transaction
      Shares representing the amount refunded (based on a value of $1,000 per
      Transaction Share).




-xxxv-


(d)  Any
      indemnified party seeking indemnification hereunder shall give to the party
      obligated to provide indemnification to such indemnified party a notice
      describing in reasonable detail the facts giving rise to any claim for
      indemnification hereunder and shall include in such notice the amount or the
      method of computation of the amount of such claim, and a reference to the
      provision of this Agreement or any other agreement, document or instrument
      executed pursuant hereto or in connection herewith upon which such claim is
      based. After the giving of any notice pursuant hereto, the amount of
      indemnification to which an indemnified party shall be entitled under this Article
      XI shall be
      determined by the written agreement between the indemnified party and the
      indemnifying party or by a final judgment or decree of any Court of competent
      jurisdiction.




(e)  No
      party
      hereunder shall be obligated under this Section
      9.2 to pay
      any amounts for indemnification hereunder relating to a claim to the extent
      of
      (A) any tax benefit to the indemnified party therefrom, or (B) any insurance
      proceeds and any indemnity, contribution or similar payment paid to the
      indemnified party or any affiliated entity from any third party with respect
      thereto.




9.3  Third
      Party Claim .
      If any
      third person asserts a claim against an indemnified party hereunder that, if
      successful, might result in a claim for indemnification against any indemnifying
      party hereunder, the indemnifying party shall be given prompt written notice
      thereof and shall have the right (a) to participate in the defense thereof
      and
      be represented, at his or its own expense, by advisory counsel selected by
      it,
      and (b) to approve any settlement if the indemnifying party is, or will be,
      required to pay any amounts in connection therewith. Notwithstanding the
      foregoing, if within ten (10) Business Days after delivery of the indemnified
      party’s notice described above, the indemnifying party indicates in writing to
      the indemnified party that, as between such parties, such claims shall be fully
      indemnified for by the indemnifying party as provided herein, then the
      indemnifying party shall have the right to control the defense of such claim,
      provided that the indemnified party shall have the right (1) to participate
      in
      the defense thereof and be represented, at his or its own expense, by advisory
      counsel selected by it, and (2) to approve any settlement if the indemnified
      party’s interests are, or would be, affected thereby, which approval shall not
      be unreasonably withheld, conditioned or delayed.




**9.4**  Offset;Security
      for Indemnification Claims .




(a)  All
      amounts determined to be owing to Capital Growth for indemnification obligations
      of 20/20 pursuant to Section
      9.1 shall be
      offset against the Holdback Shares, such offset to be either upon the agreement
      of Capital Growth and the
      20/20
      Stockholders’ Representative ,
      or,
      absent such agreement, at the conclusion of the procedures specified in this Section
      9.3 .
      In the
      event Capital Growth is entitled to offset against the Holdback Shares, the
      number of Holdback Shares that shall be canceled and no longer deliverable
      to
      the 20/20 Stockholders shall equal the amount of the indemnification claim
      owned
      to Capital Growth divided by the fair market value of the Holdback Shares,
      with
      the fair market value of the Holdback Shares being determined based on an agreed
      upon value of $1,000 per Transaction Share for the Holdback Shares. Capital
      Growth’s exercise of the offset right contained herein shall not limit any other
      remedies Capital Growth has pursuant to this Agreement, at law or in equity,
      but
      in no event shall any of the 20/20 Stockholders have personal liability to
      Capital Growth with respect to this Agreement.




-xxxvi-


(b)  On
      the
      first Business Day after each date set forth under the heading “Release Date” in
      the table below (each, a “ Release
      Date ”),
      Capital Growth will transfer to the 20/20 Stockholders the number of Holdback
      Shares under the heading “Release Amount” in the table below (each, a
“ Release
      Amount ”) minus the sum
      of (i) the Liabilities of 20/20 existing as of the Closing Date immediately
      prior to the Closing which are in excess of the Net Closing Date Liabilities
      and
      (ii) the number of Holdback Shares equal to the aggregate amount of claims
      by
      Capital Growth pending on the applicable Release Date divided by the fair
      market value of the Holdback Shares (determined based on the closing price
      of
      the Holdback Shares on the previous ten (10) Business Days immediately preceding
      the applicable Release Date). With
      respect to any pending claims referred to in the preceding sentence, promptly
      following resolution of any such claims, the Holdback Shares, if any, which
      have
      not been offset by Capital Growth in connection with such resolution, and which
      would have been offset by Capital Growth if the claim had been resolved prior
      to
      the date set forth in the first sentence of this paragraph, will be transferred
      to the 20/20 Stockholders.




Release
                Date
            Release
                Amount12
                months after the Effective Date
            50%
                of the Holdback Shares24
                months after the Effective Date
            Remainder
                of Holdback Shares, less any Contingent Warrant SharesThereafter,
                as and when, but in no event after the fourth anniversary of the
                Closing
                Date
            Contingent
                Warrant Shares, as such shares are exercised or terminate





Notwithstanding
      the foregoing, upon the mutual agreement of Capital Growth and the 20/20
      Stockholders’ Representative and as contemplated by Section
      2.5(b)(1) ,
      Holdback Shares shall be released to the 20/20 Creditors in connection with
      the
      settlement of claims or payment of Liabilities of 20/20 existing as of the
      Closing Date.




-xxxvii-


Capital
      Growth shall use its commercially reasonable efforts to cause the Capital Growth
      Series B Preferred Stock to be converted to Capital Growth Common Stock on
      or
      before the first Release Date set forth above.




**ARTICLE
      X**




**TERMINATION**




10.1  Termination .




(a)  A
      Party
      shall have the right to terminate this Agreement in the event that one of the
      conditions precedent to the obligation of such Party to close the transaction
      hereunder set forth in Section
      10.1 have not
      been met by the scheduled Closing Date, as extended by mutual agreement of
      the
      Parties.




(b)  This
      Agreement shall terminate if the Closing does not occur by September 30, 2006,
      unless such date is extended by mutual agreement of the Parties.




**ARTICLE
      XI**




**MISCELLANEOUS**




11.1  Notices .
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be addressed to the receiving Party’s address set forth below or
      to such other address as a Party may designate by notice hereunder, and shall
      be
      either (a) delivered by hand, (b) made by facsimile transmission, (c) sent
      by
      recognized overnight courier, or (d) sent by certified mail, return receipt
      requested, postage prepaid.




***If
                to Capital Growth or the 20/20***
              ***Mergeco,
                to:***Capital
                Growth Systems, Inc.
              50
                East Commerce Drive - Suite A
              Schaumburg,
                Illinois 60173
              Attention:Thomas
                G. Hudson
              Chief
                Executive Officer***with
                a copy to:***Kelley
                Drye & Warren, LLP
              333
                W. Wacker Drive, Suite 2600
              Chicago,
                Illinois 60606
              Attention:Timothy
                R. Lavender
              Facsimile:(312)
                857-7095
              E-mail:tlavender@kelleydrye.com




-xxxviii-




***If
                to 20/20 or******20/20
                Stockholders’ Representative******,
                to:***
            20/20
                Technologies, Inc.
              125
                South Wacker Drive - Suite 300
              Chicago,
                Illinois 60606
              Attention:Patrick
                C. Shutt
              Chief
                Executive Officer***with
                a copy to:***Shefsky
                & Froelich, Ltd.
              111
                East Wacker Drive - Suite 2800
              Chicago,
                Illinois 60601
              Attention:Mitchell
                D. Goldsmith
              Facsimile:(312)
                275-7569
              E-Mail:mgoldsmith@shefskylaw.com





All
      notices, requests, consents and other communications hereunder shall be deemed
      to have been delivered (1) if by hand, at the time of the delivery thereof
      to
      the receiving party at the address of such party set forth above, (2) if sent
      by
      facsimile transmission, at the time receipt has been acknowledged by electronic
      confirmation or otherwise, (3) if sent by overnight courier, on the next
      Business Day following the day such notice is delivered to the courier service,
      or (4) if sent by certified mail, on the fifth (5th) Business Day following
      the
      day such mailing is made.




11.2  Entire
      Agreement .
      This
      Agreement and the other Documents embody the entire agreement and understanding
      between the Parties with respect to the subject matter hereof and supersede
      all
      prior oral or written agreements and understandings relating to the subject
      matter hereof. No statement, representation, warranty, covenant or agreement
      of
      any kind not expressly set forth in the Documents shall affect, or be used
      to
      interpret, change or restrict, the express terms and provisions of this
      Agreement.




11.3  Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective successors, heirs, personal representatives, legal
      representatives, and permitted assigns.  The
      parties acknowledge that although Shefsky & Froelich Ltd. has performed
      certain services for the benefit of Capital Growth and affiliates related to
      its
      financing and other activities, it has not provided any services or rendered
      any
      advice to Capital Growth or affiliates with respect to the subject matter of
      this Agreement .




11.4  Assignment .
      Neither
      this Agreement, nor any right hereunder, may be assigned by any of the Parties
      without the prior written consent of the other Parties.




11.5  Modifications
      and Amendments .
      The
      terms and provisions of this Agreement may be modified or amended only by
      written agreement executed by all Parties hereto.




11.6  Waivers .
      The
      terms and provisions of this Agreement may be waived, or consent for the
      departure therefrom granted, only by written document executed by the Party
      entitled to the benefits of such terms or provisions. No such waiver or consent
      shall be deemed to be or shall constitute a waiver or consent with respect
      to
      any other terms or provisions of this Agreement, whether or not similar. Each
      such waiver or consent shall be effective only in the specific instance and
      for
      the purpose for which it was given, and shall not constitute a continuing waiver
      or consent. No failure or delay by a Party in exercising any right, power or
      remedy under this Agreement, and no course of dealing between the Parties
      hereto, shall operate as a waiver of any such right, power or remedy of the
      Party. No single or partial exercise of any right, power or remedy under this
      Agreement by a Party, nor any abandonment or discontinuance of steps to enforce
      any such right, power or remedy, shall preclude such Party from any other or
      further exercise thereof or the exercise of any other right, power or remedy
      hereunder. The election of any remedy by a Party shall not constitute a waiver
      of the right of such Party to pursue other available remedies. No notice to
      or
      demand on a Party not expressly required under this Agreement shall entitle
      the
      party receiving such notice or demand to any other or further notice or demand
      in similar or other circumstances or constitute a waiver of the rights of the
      Party giving such notice or demand to any other or further action in any
      circumstances without such notice or demand.




-xxxix-


11.7  No
      Third Party Beneficiary .
      Except
      as otherwise provided herein, nothing expressed or implied in this Agreement
      is
      intended, or shall be construed, to confer upon or give any Person other than
      the Parties and their respective heirs, personal representatives, legal
      representatives, successors and permitted assigns, any rights or remedies under
      or by reason of this Agreement. Notwithstanding the foregoing, the indemnified
      entities and persons referred to in Article X are expressly acknowledged to
      be
      third party beneficiaries of this Agreement.




11.8  Severability .
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law, or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner adverse to any party. Upon such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the Parties shall negotiate in good faith to modify this
      Agreement so as to effect the original intent of the Parties as closely as
      possible in an acceptable manner to the end that transactions contemplated
      hereby are fulfilled to the extent possible.




11.9  Publicity .
      20/20
      shall not make, or cause to be made, any press release or public announcement
      in
      respect of this Agreement or the transactions contemplated hereby or otherwise
      communicate with any news media without the prior written consent of Capital
      Growth, except as may be required by Law. Neither Capital Growth nor 20/20
      shall
      make, or cause to be made, any press release or public announcement in respect
      of this Agreement or the transactions contemplated hereby or otherwise
      communicate with any news media without the prior written consent of 20/20,
      except pursuant to the advice of Capital Growth’s securities law counsel.
      Capital Growth and 20/20 shall cooperate in regard to the timing and contents
      of
      any press release or public announcement which Capital Growth and 20/20 shall
      decide to make.




11.10  Governing
      Law .
      This
      Agreement and the rights and obligations of the parties hereunder shall be
      construed in accordance with and governed by the Law of the State of Illinois
      without giving effect to the conflict of law principles thereof.




11.11  Counterparts;
      Facsimile Signatures .
      This
      Agreement may be executed in any number of counterparts, either manually or
      via
      facsimile transmission of signatures, each of which shall be deemed an original
      but all of which together shall constitute one and the same
      agreement.




-xl-


11.12  Headings .
      The
      descriptive headings contained in this Agreement are for convenience of
      reference only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.




11.13  Expenses .
      Except
      as otherwise specified in this Agreement, all costs and expenses, including,
      without limitation, fees and disbursements of counsel, financial advisors and
      accountants, incurred in connection with this Agreement and the transactions
      contemplated hereby shall be paid by the Party incurring such costs and
      expenses, whether or not the Closing shall have occurred, including, with
      respect to 20/20, expenses related to audit work with respect to 20/20 for
      period occurring prior to the Closing which shall be undertake following the
      Closing. To the extent such costs and expenses have not been satisfied or
      constitute obligations of 20/20 at Closing, such costs shall be a reduction
      to
      the Merger Consideration.




11.14  Further
      Assurances .
      At any
      time and from time to time after the Closing Date each Party shall execute
      and
      deliver such other instruments of sale, transfer, conveyance, assignment and
      confirmation as may be reasonably requested in order to more effectively carry
      forth the terms and conditions of this Agreement and the Documents.




11.15  Arbitration .
      Any
      controversy, dispute or claim arising out of or in connection with this
      Agreement shall be settled by final and binding arbitration to be conducted
      by
      an arbitration tribunal in Chicago, Illinois, pursuant to the rules of the
      American Arbitration Association. The arbitration tribunal shall consist of
      one
      arbitrator. If the parties cannot agree on the arbitrator, the office of the
      American Arbitration Association in Chicago, Illinois shall make the necessary
      appointment. The decision or award of the arbitrator shall be final, and
      judgment upon such decision or award may be entered in any competent Court
      or
      application may be made to any competent Court for judicial acceptance of such
      decision or award and an Order of enforcement. In the event of any procedural
      matter not covered by the aforesaid rules, the procedural law of the State
      of
      Illinois shall govern. Notwithstanding the agreement to arbitrate contained
      in
      this Section
      11.15 ,
      any
      party may apply to any Court having jurisdiction to enforce this Agreement
      to
      seek provisional injunctive relief so as to maintain the status quo until the
      arbitration award is rendered or the dispute is otherwise resolved.




11.16  Incorporation
      by Reference .
      Each
      exhibit and schedule to this Agreement is hereby incorporated into this
      Agreement by reference thereto, with the same legally binding force and effect
      as if such exhibit or schedule were fully set forth herein. any disclosure
      made
      in this Agreement or in any schedule or any document attached to any schedule
      shall be deemed to be a disclosure for all schedules. If the schedules and
      exhibits have not been completed prior to the Closing Date, the parties shall
      complete such schedules within five (5) business days after the date hereof.
      The
      schedules shall not reveal any materially adverse conditions not otherwise
      disclosed in the Financial Statements.




***[Remainder
      of Page Left Intentionally Left Blank]***




-xli-




IN
      WITNESS WHEREOF, the parties hereto have each executed and delivered this
      Agreement and Plan of Merger as of the day and year first above
      written.




Capital
                Growth Systems, Inc.By:
            /s/
                Thomas G. HudsonName:
            Thomas
                G. HudsonTitle:
            Chief
                Executive Officer20/20Merger
                Sub, Inc.By:
            /s/
                Thomas G. HudsonName:
            Thomas
                G. HudsonTitle:
            Chief
                Executive Officer20/20Technologies,
                Inc.By:
            /s/
                Patrick C. ShuttName:
            Patrick
                C. ShuttTitle:
            Chief
                Executive Officer20/20
              Representative, IncBy:
            /s/
              Patrick C. ShuttName:
            Patrick
              C. ShuttTitle:
            Chief
                Executive Officer








-xlii-