**EXHIBIT
      10.24**




**AMENDMENT
      NO. 1**


**TO**


**THOMAS
      G. HUDSON**


**EMPLOYMENT
      AGREEMENT**




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




WHEREAS,
      the Company and the Executive entered into an Employment Agreement, dated as
      of
      June 28, 2006 (the “Employment Agreement”), pursuant to which the Company
      employs the Executive;




WHEREAS,
      pursuant to the terms of the Employment Agreement Executive received a Stock
      Option Agreement (“Option Agreement”) and a Performance Stock Option Agreement
      (“Performance Option Agreement”);




WHEREAS,
      since becoming the CEO of the Company, Executive has made significant and
      valuable contributions to the Company;




WHEREAS,
      the Company, in seeking to offer a more attractive compensation package to
      potential new executives, desires to have Executive surrender certain of his
      previously-granted Performance Options to reduce the potential dilution related
      to the granting of options to potential new executives;




WHEREAS,
      in recognition Executive’s contributions, the Company desires to grant Executive
      an additional Stock Option;




WHEREAS,
      the Company and Executive wish to clarify Section 4(b)(v)(2) of the Employment
      Agreement governing the vesting of Performance Options to ensure such section
      is
      consistent with the parties’ understanding regarding the vesting of Performance
      Options; and




WHEREAS,
      the Company and Executive wish to amend Section 6(g) of the Employment Agreement
      regarding vesting of options in the event of a Change in Control.




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




1.  Grant
      of Additional Stock Options .




(a)  Grant
      of Option/Price .
      The
      Company agrees to grant Executive options on the date of this Amendment to
      acquire 303,007 shares of the Company’s common stock for a strike price equal to
      $0.70 per share (as equitably adjusted for reverse splits, forward splits and
      recapitalizations) (the “Employee Options”). The Employee Options shall be
      governed by an option agreement between Executive and the Company, in
      substantially the form attached hereto (the “Option Agreement”).







(b)  Vesting .
      In
      accordance with the Option Agreement (i) 25% of the Employee Options shall
      vest
      immediately upon execution of this Amendment, and (ii) 25% shall thereafter
      vest
      on the yearly anniversary of this Amendment over the next three (3) years,
      commencing on September 8, 2007, with 100% vested on September 8, 2009,
      subject to the terms hereof and the Option Agreement.




2.  Cancellation
      of Portion of Previously Granted Performance Options .
      The
      Company and Executive agree that 1,993,985 of the Performance Options granted
      to
      Executive on June 28, 2006 pursuant to Section 4(b)(v) of the Employment
      Agreement shall be cancelled. Executive shall return his original Performance
      Option Agreement for 2,993,985 shares of common stock and said option agreement
      shall be cancelled and Executive shall be reissued a new Performance Option
      Agreement to purchase 1,000,000 shares of Company common stock.




3.  Clarification
      of Employment Agreement Regarding Vesting of Performance Options .
      In
      order to clarify Section 4(b)(v)(2) of the Employment Agreement governing the
      vesting of Performance Options, Section 4(b)(v)(2) of the Employment Agreement
      is hereby revised in its entirety to read as follows:




“(2)  Vesting .
      In
      accordance with the Performance Option Agreement, the Performance Options shall
      vest on the following basis. Upon realization by the Company of an incremental
      $20 million of third party service and/or maintenance revenue from new or
      existing customers with the calculation commencing one day prior to the
      Effective Date, with gross margins in excess of 30%, pursuant to an agreement
      of
      one year or more, Executive shall vest, incrementally, in 50% of the option
      shares of the total number of share in the Performance Options. The Executive
      shall vest in the remaining shares in the Performance Options upon realization
      by the Company of a second $20 million of third party service and/or maintenance
      revenue from new customers, with gross margins in excess of 30%.”




4.  Amendment
      of Employment Agreement Regarding Change in Control Vesting .
      Section
      6(g) of the Employment Agreement is hereby revised in its entirety to read
      as
      follows:




“(g)  Change
      in Control .
      In
      addition to the vesting of Executive’s options provided elsewhere in this
      Agreement, Executive’s unvested options shall become vested as follows:




(i)  Employee
      Options .
      With
      regard to Employee Options granted to Executive pursuant to Section 4(b)(iv)
      of
      the Employment Agreement dated June 28, 2006 and the additional options granted
      to Executive pursuant to paragraph 1 of Amendment No. 1 to Employment Agreement,
      100% of such options shall vest immediately prior to the completion of a Change
      in Control, unless, at the time of completion of such Change in Control
      transaction, the unvested options are substituted or continued by the acquirer,
      regardless of whether Executive’s employment is terminated.




(ii)  Performance
      Options .
      With
      regard to Performance Options granted under Section 4(b)(v) of the Employment
      Agreement dated June 28, 2006, as modified by paragraph 2 of Amendment No.
      1 to
      Employment Agreement, such options shall vest as follows: (A) 50% shall vest
      immediately if at anytime after the occurrence of a Change in Control or the
      announcement of a Change in Control the price per share of the Company’s common
      stock equals or exceeds $1.80, and (B) 100% shall vest immediately if at anytime
      after the occurrence of a Change in Control or the announcement of a Change
      in
      Control the price per share of the Company’s common stock equals or exceeds
      $2.35. Upon the completion of a Change in Control, any such Performance Options
      that remain unvested after the application of provisions (A) and (B) of this
      Section shall expire.”




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




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




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




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




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IN
      WITNESS WHEREOF, the undersigned have executed this Amendment.




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




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