**EXHIBIT
      10.1**





**PURCHASE
      AGREEMENT**





This
      PURCHASE AGREEMENT (the “Agreement”), by and between Augustine Fund, L.P., an
      Illinois limited partnership (“Augustine”), Capital Growth Systems, Inc., a
      Florida corporation (“CGSY”) and Michael Balkin (“Balkin”) and David Lies
      (“Lies”) (each of Balkin and Lies, also a “Guarantor” and collectively the
“Guarantors”) is entered into as of July 28, 2006 (the “Agreement
      Date”).




**RECITALS:**





**WHEREAS** ,
      Augustine is the holder of the following promissory notes issued by 20/20
      Technologies, Inc. (“20/20 Inc.”), 20/20 Technologies, LLC, and Magenta Netlogic
      Limited d/b/a/ CSB Global, Ltd. (collectively, the “Debtors”) issued pursuant to
      that certain Augustine Loan and Security Agreement dated January 13, 2005,
      between the Debtors and Augustine, as amended on June 22, 2005 (the “Loan
      Agreement”) in the aggregate original principal amount of $1,600,000
      (collectively the “Notes”):




First
                Tranche Convertible Promissory Note dated January 13, 2005
              (as
                amended by Allonge) (the “First Note”)
            
            $
            500,000Second
                Tranche Convertible Promissory Note, dated February 10, 2005
              (the
                “Second Note”)
            
            $
            500,000Third
                Tranche - First Advance Promissory Note,
              dated
                June 22, 2005 (the “Third Note”)
            
            $
            200,000Third
                Tranche - Second Advance Promissory Note,
              dated
                July 1, 2005 (the “Fourth Note”)
            
            $
            200,000Third
                Tranche - Third Advance Promissory Note,
              dated
                August 1, 2005 (the “Fifth Note”)
            
            $
            200,000





**WHEREAS,** Augustine holds the Notes subject to the provisions of that certain Amended
      and
      Restated Intercreditor Agreement dated as of September 20, 2005 (the
“Intercreditor Agreement”);




**WHEREAS,** the
      First Note, the Third Note, and a portion of the Fifth Note equal to $188,888.88
      of the underlying principal amount of the Fifth Note shall be deemed the “CGSY
      Notes” (totaling $888,888.88 in principal), and the Second Note, the Fourth Note
      and a portion of the Fifth Note equal to $11,111.12 of the underlying principal
      amount of the Fifth Note shall be deemed the “Guarantor Notes” (totaling
      $711,111.12 in principal);




**WHEREAS,** Augustine also holds warrants to acquire an aggregate of 2,055,747 shares of
      Series C Preferred Shares of 20/20 Inc. as set forth on Schedule 1
      (collectively, the “Warrants”). The “Second Warrant”, the “Fourth Warrant” and a
      portion of the “Fifth Warrant” (each as defined in Schedule 1 attached hereto)
      in an amount equal to the same proportion of the underlying principal amount
      of
      the Fifth Note purchased by the Guarantors hereunder (totaling 14,277 shares
      of
      the Fifth Warrant and collectively, totaling 913,666 shares) shall be deemed
      the
“Guarantor Warrants.” The remaining balance of each Warrant (totaling 1,142,081
      shares) shall be deemed the “CGSY Warrants”;







**WHEREAS,** Augustine desires to sell to each of Balkin and Lies an equal portion of the
      Guarantor Notes and the Guarantor Warrants, and Balkin and Lies each desire
      to
      purchase from Augustine an equal portion of the Guarantor Notes and the
      Guarantor Warrants, on the terms and conditions set forth below;




**WHEREAS** ,
      Augustine desires to sell to CGSY the CGSY Notes and the CGSY Warrants, and
      CGSY
      desires to purchase from Augustine the CGSY Notes and the CGSY Warrants, on
      the
      terms and subject to the conditions set forth below;




**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing, the mutual promises, covenants and agreements
      of
      the parties hereto set forth herein, and other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged by each party
      hereto, the parties hereby agree as follows:




1.
            Sale
                and Purchase of the Guarantor Notes and Warrants.
                At the Initial Closing (as defined in Section2below), Augustine shall sell, assign and deliver to the Guarantors,
                the
                Guarantor Notes and the Guarantor Warrants, free and clear of any
                and all
                liens, claims, pledges, security interests and other encumbrances
                of any
                kind or nature, and the Guarantors shall purchase the Guarantor Notes
                and
                the Guarantor Warrants, for the amount specified in Section 3
                below.




2.
            Initial
                Closing Date.
                Subject to the conditions set forth in Section 12.1, the closing
                of the
                sale and purchase of the Guarantor Notes and the Guarantor Warrants
                (the
                “Initial Closing”) shall be held at 3:00 p.m., Chicago time, on July 28,
                2006 or such other date that the foregoing conditions have been satisfied
                (or waived) in accordance with the terms hereof (such date and time
                of the
                Closing being referred to as the “Initial Closing Date”) and will be
                deemed to be effective at the end of that business day. The Closing
                will
                take place at the offices of Kelley Drye & Warren LLP, 333 W. Wacker,
                Chicago, Illinois 60606, or such other location as the parties shall
                agree.




3.
            Guarantor
                Purchase Price.For the Guarantor Notes and the Guarantor Warrants, the Guarantors
                shall
                deliver to Augustine acash
                payment in the amount of $800,000 (the “Guarantor Purchase Price”). Each
                Guarantor shall purchase 50% of the Guarantor Notes and the Guarantor
                Warrants and pay 50% of the Guarantor Purchase
                Price.




4.
            Deliverables
                at the Initial Closing.




4.1.  By
      Augustine .
      At the
      Initial Closing, Augustine shall take or have taken or caused the following
      actions and deliver the following executed documents and other deliverables:




4.1.1.  Augustine
      shall deliver to the Guarantors the Guarantor Notes and the Guarantor Warrants,
      accompanied by duly executed assignment documents, sufficient to transfer such
      instruments, pending receipt of the Guarantor Purchase Price;







4.1.2.  Augustine
      shall deliver to the Guarantors such other documents, instruments or consents
      as
      shall be reasonably requested by the Guarantors to effectuate or confirm the
      transactions contemplated by this Agreement; and




4.1.3.  Augustine
      shall assign to the Guarantors all of its rights, obligations and interest
      under
      the Loan Agreement and the Intercreditor Agreement related to the Guarantor
      Notes and the Guarantor Warrants.




4.2.  By
      the
      Guarantors .
      At the
      Closing, CGSY shall take or have taken or caused the following actions and
      deliver the following executed documents and other deliverables:




4.2.1.  Each
      Guarantor shall deliver to Augustine 50% of the Purchase Price; and




4.2.2.  Each
      Guarantor shall deliver such other documents, instruments or consents as shall
      be reasonably requested by Augustine to effectuate or confirm the transactions
      contemplated by this Agreement.




4.3.  UCC
      Filings .
      Promptly following the Initial Closing, Augustine will make, or authorize the
      Guarantors to make, filings as necessary under the Uniform Commercial Code
      to
      reflect the assignment to the Guarantors of Augustine’s security interest in
      certain assets of the Debtors.




5.
            Sale
                and Purchase of the CGSY Notes and Warrants.
                At the Second Closing (as defined in Section 6 below), Augustine
                shall sell, assign and deliver to CGSY, the CGSY Notes and the CGSY
                Warrants, free and clear of any and all liens, claims, pledges, security
                interests and other encumbrances of any kind or nature, and CGSY
                shall
                purchase the CGSY Notes and the CGSY Warrants, for the amount specified
                in
                Section 7 below.




6.
            Second
                Closing Date.
                Subject to the conditions set forth in Section 12.2, the closing
                of the
                sale and purchase of the CGSY Notes and the CGSY Warrants (the “Second
                Closing”) shall be held at 3:00 p.m., Chicago time, on August 31, 2006 or
                such other date that the foregoing conditions have been satisfied
                (or
                waived) in accordance with the terms hereof (such date and time of
                the
                Closing being referred to as the “Second Closing Date”) and will be deemed
                to be effective at the end of that business day. The Closing will
                take
                place at the offices of Kelley Drye & Warren LLP, 333 W. Wacker,
                Chicago, Illinois 60606, or such other location as the parties shall
                agree.




7.
            CGSY
                Purchase Price.
                For the CGSY Notes and the CGSY Warrants, CGSY shall deliver to Augustine
                a cash payment in the amount of $1,000,000 (the “CGSY Purchase Price”). In
                further consideration of the Augustine entering into this Agreement,
                CGSY
                shall upon execution of this Agreement, issue a warrant to purchase
                150,000 shares of common stock of CGSY in the form attached hereto
                as
                Exhibit A (the “Warrant”) to Augustine or its affiliated designee(s).











8.
            Deliverables
                at the Second Closing.




8.1.  By
      Augustine .
      At the
      Second Closing, Augustine shall take or have taken or caused the following
      actions and deliver the following executed documents and other deliverables:




8.1.1.  Augustine
      shall deliver to CGSY the CGSY Notes and the CGSY Warrants, accompanied by
      duly
      executed assignment documents, sufficient to transfer such instruments, pending
      receipt of the CGSY Purchase Price;




8.1.2.  Augustine
      shall assign to CGSY all of its rights, obligations and interest under the
      Loan
      Agreement and the Intercreditor Agreement as related to the CGSY Notes and
      the
      CGSY Warrants; and




8.1.3.  Augustine
      shall deliver such other documents, instruments or consents as shall be
      reasonably requested by CGSY to effectuate or confirm the transactions
      contemplated by this Agreement.




8.2.  By
      CGSY .
      At the
      Second Closing, CGSY shall take or have taken or caused the following actions
      and deliver the following executed documents and other
      deliverables:




8.2.1.  CGSY
      shall deliver to Augustine the CGSY Purchase Price; and




8.2.2.  CGSY
      shall assume all of Augustine’s rights, obligations and interest under the Loan
      Agreement and the Intercreditor Agreement; and




8.2.3.  CGSY
      shall deliver such other documents, instruments or consents as shall be
      reasonably requested by Augustine to effectuate or confirm the transactions
      contemplated by this Agreement.




8.3.  UCC
      Filings .
      Promptly following the Second Closing, Augustine will make, or authorize CGSY
      to
      make, filings as necessary under the Uniform Commercial Code to reflect the
      assignment to CGSY of Augustine’s security interest in certain assets of the
      Debtors.




9.
            Representations
                and Warranties of Augustine.
                Augustine hereby represents and warrants to CGSY and each of the
                Guarantors, as of the Agreement Date, the Initial Closing Date and
                the
                Second Closing Date as follows:




9.1.  Augustine
      is the beneficial owner of the Guarantor Notes, the CGSY Notes, the CGSY
      Warrants and the Guarantor Warrants and has full and complete title thereto
      with
      absolute right to sell them, and there are no liens, pledges, chattel mortgages,
      or other encumbrances of any kind against any of the Notes or the
      Warrants;







9.2.  There
      are
      no undisclosed interests, present or future, in the Guarantor Notes, the CGSY
      Notes, the Guarantor Warrants or the CGSY Warrants, nor does Augustine know
      of
      any assertion of such an interest, or of any fact or circumstances that would
      give any person any such present or future interest or entitle any person to
      assert such an interest;




9.3.  There
      is
      no provision of any contract, indenture, or other instrument to which Augustine
      is a party or to which any of the Guarantor Notes, the CGSY Notes, the Guarantor
      Warrants or the CGSY Warrants are subject that would prevent, limit, or
      condition the sale or transfer of such instruments;




9.4.  Augustine
      has the right, power, legal capacity and authority to execute and enter into
      this Agreement and to execute all other documents and perform all other acts
      to
      be executed or performed by it as may be necessary in connection with the
      performance of this Agreement;




9.5.  Neither
      the execution and delivery of any of this Purchase Agreement by Augustine,
      nor
      the consummation of the transactions contemplated therein, nor performance
      of
      and compliance with the terms and provisions thereof will violate any law,
      legal
      order or other legal requirement applicable to Augustine;




9.6.  No
      approval or consent not heretofore obtained by any person or entity is necessary
      in connection with the execution of this Agreement or the consummation of the
      transactions contemplated hereby; and




9.7.  Augustine
      acknowledges that the Notes are currently in default and that the current value
      of the Warrants is questionable. Augustine represents and warrants that all
      remedies are available with respect to the Notes and the Warrants and Augustine
      has granted no waiver of any its rights under the Notes or with respect to
      any
      default with respect to such Notes.




10.
            Representations
                and Warranties of each Guarantor.
                Each Guarantor, severally but not jointly, hereby represents and
                warrants
                to Augustine, as of the Agreement Date, the Initial Closing Date
                and the
                Second Closing Date as follows:




10.1.  There
      is
      no provision of any contract, indenture, or other instrument to which such
      Guarantor is a party that would prevent, limit, or condition its purchase of
      the
      Guarantor Notes or the Guarantor Warrants, or his obligations under Section
      13
      hereof;




10.2.  Such
      Guarantor has the right, power, legal capacity and authority to execute and
      enter into this Agreement and to execute all other documents and perform all
      other acts to be executed or performed by him as may be necessary in connection
      with the performance of this Agreement;







10.3.  No
      approval or consent not heretofore obtained by any person or entity is necessary
      in connection with the execution of this Agreement or the consummation of the
      transactions contemplated hereby; and




10.4.  Guarantor
      understands that the Notes are currently in default and that the current value
      of the Warrants is questionable. Guarantor is not relying on Augustine for
      any
      information regarding, and Guarantor has performed his own due diligence with
      respect to, the Debtors and their business and prospects, the collateral
      securing the Notes, and the prospects of repayment and/or continued default
      with
      respect to the Notes.




11.
            Representations
                and Warranties of CGSY.
                CGSY hereby represents and warrants to Augustine, as of the Agreement
                Date, the Initial Closing Date and the Second Closing Date as
                follows:




11.1.  There
      is
      no provision of any contract, indenture, or other instrument to which CGSY
      is a
      party that would prevent, limit, or condition its purchase of the CGSY Notes
      or
      the CGSY Warrants;




11.2.  CGSY
      has
      the right, power, legal capacity and authority to execute and enter into this
      Agreement and to execute all other documents and perform all other acts to
      be
      executed or performed by him as may be necessary in connection with the
      performance of this Agreement;




11.3.  No
      approval or consent not heretofore obtained by any person or entity is necessary
      in connection with the execution of this Agreement or the consummation of the
      transactions contemplated hereby.




11.4.  CGSY
      understands that the Notes are currently in default and that the current value
      of the Warrants is questionable. CGSY is not relying on Augustine for any
      information regarding, and CGSY has performed its own due diligence with respect
      to, the Debtors and their business and prospects, the collateral securing the
      Notes, and the prospects of repayment and/or continued default with respect
      to
      the Notes.




12.
            Conditions
                to Each Closing.




12.1.  Initial
      Closing .




12.1.1.  The
      obligations of Augustine to effect the transactions contemplated by the Initial
      Closing shall be conditioned on (i) the representations and warranties of CGSY
      and the Guarantors being true and accurate when made and as of the date of
      the
      Initial Closing, and (ii) CGSY being ready and able to deliver all deliverables
      specified in Section 4.2.




12.1.2.  The
      obligations of the Guarantors to effect the transactions contemplated by the
      Initial Closing shall be conditioned on (i) the representations and warranties
      of Augustine being true and accurate when made and as of the date of the Initial
      Closing, and (ii) Augustine being ready and able to deliver all deliverables
      specified in Section 4.1.







12.2.  Second
      Closing .




12.2.1.  The
      obligations of Augustine to effect the transactions contemplated by the Second
      Closing shall be conditioned on (i) the representations and warranties of CGSY
      and the Guarantors being true and accurate when made and as of the date of
      the
      Initial Closing, and (ii) CGSY being ready and able to deliver all deliverables
      specified in Section 8.2.




12.2.2.  The
      obligations of CGSY to effect the transactions contemplated by the Second
      Closing shall be conditioned on (i) the representations and warranties of
      Augustine being true and accurate when made and as of the date of the Initial
      Closing, and (ii) Augustine being ready and able to deliver all deliverables
      specified in Section 8.1.




12.3.  Waiver .




12.3.1.  The
      conditions set forth in Sections 12.1.1 and 12.2.1 are for Augustine’s sole
      benefit and may be waived by Augustine at any time, in its sole discretion,
      by
      providing the applicable counterparty with prior written notice thereof.




12.3.2.  The
      conditions set forth in Sections 12.1.2 and 12.2.2 are for CGSY’s and the
      Guarantors’ benefit, and may be waived upon prior written notice to Augustine;
      provided, however, that in such event Augustine shall not be required to proceed
      with either the Initial Closing or the Second Closing unless any such waiver
      is
      countersigned by CGSY and each Guarantor.




13.
            Guarantee.




13.1.  Each
      Guarantor, jointly and severally, hereby (i) unconditionally and irrevocably
      guarantees to Augustine, the punctual payment of the CGSY Purchase Price (the
      “Guaranteed Obligations”), and (ii) agrees to pay, upon demand, any and all
      reasonable expenses (including reasonable counsel fees and expenses) incurred
      by
      Augustine in enforcing any rights under this Section 13. In the event that
      Augustine has satisfied all conditions set forth in Section 12.2.2, and the
      Second Closing has not occurred by 3:00 p.m. on August 31, 2006, Augustine
      shall
      notify the Guarantors who shall satisfy such payment obligations within two
      (2)
      business days of deemed receipt of such notice.




13.2.  The
      liability of each Guarantor shall not be affected or impaired by any of the
      following acts or things: (i)  any waiver or indulgence granted in respect
      of, or any delay or lack of diligence in the enforcement of, any of the
      Guaranteed Obligations, or any failure to institute proceedings, file a claim,
      give any required notice or otherwise protect any of the Guaranteed Obligations;
      (ii) any full or partial release of, settlement with or agreement not to
      sue any person in respect of any of the Guaranteed Obligations; or
      (iii) any discharge of any evidence of any of the Guaranteed Obligations or
      any acceptance of any instrument or substitution therefore; provided, that
      any
      such substitute instrument provides for identical terms as the original
      instrument.







13.3.  The
      liability of each Guarantor hereunder shall be irrevocable, absolute and
      unconditional, irrespective of, and each Guarantor hereby irrevocably waives
      any
      defenses it may now or hereafter have in any way relating to, any or all of
      the
      following: (i) any lack of validity or enforceability of this Agreement or
      any
      agreement or instrument relating hereto which may be available to any person
      liable in respect of any of the Guaranteed Obligations; or (ii) the existence
      of
      any claim, set-off, defense that such Guarantor may have at any time against
      any
      Person.




13.4.  Each
      Guarantor hereby waives (i) promptness and diligence, (ii) notice of
      acceptance, and any other notice, with respect to any of the Guaranteed
      Obligations, (iii) any requirement that Augustine exhaust any right or take
      any action against CGSY, (iv) any right to compel or direct Augustine to
      seek payment or recovery of any amounts owed from any one particular fund or
      source or to exhaust any right or take any action against CGSY or any other
      person, (v) any requirement that Augustine exhaust any right or take any
      action against CGSY or any other person and (vi) any other defense
      available to such Guarantor.




13.5.  The
      provisions of this Section 13 shall (i) remain in full force and effect until
      the date on which all of the Guaranteed Obligations shall have been indefeasibly
      paid in full in cash, (ii) be binding upon each Guarantor and its successors
      and
      assigns and (iii) inure to the benefit of and be enforceable by Augustine and
      its permitted successors, pledgees, transferees and assigns.




14.
            Miscellaneous.




14.1.  Confidentiality
      and Information Sharing .
      The
      parties to this Agreement agree to keep the financial terms of the transactions
      contemplated hereby confidential and will limit disclosure of such information
      (i) to professional advisors, and (ii) as required for the filing of tax
      returns; provided that CGSY may announce such transactions pursuant to a press
      release to be mutually agreed upon and make such other filings with the
      Securities and Exchange Commission as its counsel may deem necessary or
      advisable for purposes of complying with CGSY’s public disclosure
      obligations.




14.2.  Amendment;
      Waiver .
      No
      amendment, modification or alteration of the terms or provisions of this
      Agreement, including waiver of any term or provision, shall be binding unless
      the same shall be in writing and duly executed by all of the parties
      hereto.







14.3.  Assignment .
      This
      Agreement may not be assigned by any of the parties hereto without the prior
      written consent of all the other parties hereto, and any attempted assignment
      without such consent shall be deemed null and void and of no force or
      effect.




14.4.  Binding
      Agreement .
      This
      Agreement is binding upon and will inure to the benefit of the parties, and
      their respective heirs, executors, agents, legal representatives, successors
      and
      assigns, if any.




14.5.  Entire
      Agreement .
      This
      Agreement, including the exhibits attached hereto, constitutes the entire
      agreement between the parties with respect to the sale and purchase of the
      Debenture and the other transactions described herein and contemplated hereby,
      and supersedes all prior and contemporaneous promises, communications and
      agreements, whether verbal or written, with respect thereto.




14.6.  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      for
      all purposes be deemed to be an original and all of which together shall
      constitute the same instrument.




14.7.  Governing
      Law .
      This
      Agreement shall be governed by and interpreted in accordance with the internal
      laws and decisions of the State of Illinois, other than its principles of
      conflicts of laws. The parties agree that all actions and proceedings arising
      out of or related to this Agreement and the transactions contemplated hereby
      shall be brought only in a state or federal court located in Cook County,
      Illinois, and the parties hereby consent to such venue and to the jurisdiction
      of such courts over the subject matter of such proceeding and
      themselves.




14.8.  Notices .
      All
      notices and other communications required or desired to be given pursuant to
      this Agreement will be given in writing and will be deemed duly given upon
      personal delivery, or on the third day after mailing if sent by registered
      or
      certified mail, postage prepaid, return receipt requested, or on the day after
      mailing if sent by a nationally recognized overnight delivery service which
      maintains records of the time, place and recipient of delivery, and in each
      case
      if addressed as follows:




14.8.1.  If
      to
      Augustine, then to:




Augustine
      Fund, L.P.


c/o
      Augustine Capital Management, LLC


Attn:
      Tom
      Duszynski, COO


141
      West
      Jackson Boulevard - suite 2182


Chicago,
      Illinois 60604





14.8.2.  If
      to
      either Guarantor, then to:




c/o
      Michael Balkin


1145
      Green Bay Road


Glencoe,
      Illinois 60022








14.8.3.  If
      to
      CGSY, then to:




Capital
        Growth Systems, Inc.
 50
          East
          Commerce Dr., Suite A
 Schaumburg,
          Illinois 60173





or
      to
      such other person, entity or address as either party may respectively designate
      in like manner, from time to time.




14.9.  Severability .
      If any
      provision contained herein is held to be invalid or unenforceable by a court
      of
      competent jurisdiction, such provision will be severed herefrom and such
      invalidity or unenforceability will not affect any other provision of this
      Agreement, the balance of which will remain in and have its intended full force
      and effect.




14.10.  Survival .
      All of
      the terms, representations, warranties and other provisions of this Agreement
      shall survive and remain in effect after the Closing Date.




14.11.  Appropriate Actions; Further Assurances .
      Upon
      reasonable request of any party to another party hereto, such other party shall
      promptly execute and deliver, without payment of any additional consideration,
      any other assurances or additional documents or instruments necessary, proper
      or
      advisable, and take such additional action as the requesting party may
      reasonably request, to consummate the transactions contemplated by, and to
      carry
      out fully the purposes of, this Agreement.




14.12.  No-Shop .
      In
      consideration for the considerable time, effort and expense to be undertaken
      by
      CGSY and each of the Guarantors in connection with transactions contemplated
      hereby, from the Agreement Date through August 31, 2006, Augustine will not,
      directly or indirectly, through any representative or otherwise, solicit or
      entertain offers from, negotiate with or in any manner encourage, discuss,
      accept, or consider any proposal of any other person or entity relating to
      the
      acquisition of the Guarantor Notes, the CGSY Notes, the Guarantor Warrants
      or
      the CGSY Warrants in whole or in part, whether directly or indirectly. Augustine
      shall immediately notify CGSY and each of the Guarantors regarding any contact
      between Augustine or its respective representatives and any other person or
      entity regarding any such offer or proposal or any related inquiry.










**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be executed and delivered by their
      respective, duly authorized representatives as of the date first above
      written.




**Augustine
              Fund, L.P.**
            
            
            **Capital
              Growth Systems, Inc.**By: Augustine Capital Management, LLC,Its General Partner/s/ Thomas
              Duszynski
            
            
            /s/ Thomas
              G.
              HudsonBy:
              Thomas
              DuszynskiIts: CFO
            
            
            By:
              Thomas G.
              HudsonIts: CEO





**/s/ Michael
                Balkin**
              
              
              **/s/ David
                Lies****Michael
                Balkin**
              
              
              **David
                Lies**





**Schedule
      1**





**Warrants**











**Augustine
      First Tranche Warrant**


**Series
      C Preferred Stock Purchase Warrant, January 13, 2005, No.: C-3**  **642,420
      (the “First Warrant”)**





**Augustine
      Second Tranche Warrant**


**Series
      C Preferred Stock Purchase Warrant, February 10, 2005, No.: C-4**  **642,420
      (the “Second Warrant”)**





**Series
      C Preferred Stock Purchase Warrant**


**(Third
      Tranche - First Advance), June 22, 2005, No.: Aug. Tranche 3 -
      #1** **256,969
      (the “Third Warrant”)**





**Series
      C Preferred Stock Purchase Warrant**


**(Third
      Tranche - Second Advance), July 1, 2005, No.: Aug. Tranche 3 - #2**  **256,969
      (the “Fourth Warrant”)**





**Series
      C Preferred Stock Purchase Warrant**


**(Third
      Tranche - Third Advance), August 1, 2005, No.: Aug. Tranche 3 -
      #3** **256,969
      (the “Fifth Warrant”)**





**Total:
      2,055,747**





**EXHIBIT
      A**





**WARRANT**





**See
      Attached.**







THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND IN THE ABSENCE OF
      SUCH REGISTRATION MAY NOT BE SOLD OR TRANSFERRED UNLESS THE ISSUER OF THIS
      WARRANT HAS RECEIVED AN OPINION OF ITS COUNSEL, OR OF COUNSEL REASONABLY
      SATISFACTORY TO IT, THAT THE PROPOSED SALE OR TRANSFER WILL NOT VIOLATE THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE
      SECURITIES LAW.








Warrant
      No. _____





Issue
      Date: July 28, 2006








WARRANT
      TO PURCHASE COMMON STOCK OF





CAPITAL
      GROWTH SYSTEMS, INC.


(a
      Florida corporation)





This
      is
      to certify that Augustine Capital Management, LLC, or his, her or its permitted
      assigns (“Holder”), is entitled to purchase, subject to the provisions of this
      Warrant, from Capital Growth Systems, Inc., its successors and assigns (the
      “Company”), at any time on or after the Issue Date and for a period of three (3)
      years after the Issue Date (the “Exercise Period”), 150,000 shares of Common
      Stock (the “Warrant Shares”), for an exercise price equal to $0.50 per share of
      Common Stock to be issued hereunder.





The
      number of shares of Common Stock to be received upon the exercise of this
      Warrant (the “Exercisable Shares”) and the exercise price to be paid for a share
      of Common Stock (the “Exercise Price”) may be adjusted from time to time as
      herein set forth.





1.  Method
      of Exercise .
      Subject
      to the other provisions of this Warrant, this Warrant may only be exercised
      in
      whole or in part during the Exercise Period by (i) payment of the Exercise
      Price
      by either (A) cash or a certified or bank check, payable to the order of the
      Company or (B) a written notice to the Company that Holder is exercising this
      Warrant (or a portion thereof) by authorizing the Company to withhold from
      issuance a number of shares of Warrant Shares issuable upon exercise of this
      Warrant which when multiplied by the Market Price of the Warrant Shares is
      equal
      to the aggregate Exercise Price (and such withheld shares shall no longer be
      issuable under this Warrant), and (ii) presentation and surrender of this
      Warrant to the Company with the exercise notice substantially in the form
      attached hereto as Exhibit A duly
      executed (the “Exercise Notice”). Upon receipt by the Company of this Warrant
      and the Exercise Notice in proper form for exercise, the Holder shall be deemed
      to be the Holder of record of the shares of Common Stock issuable upon such
      exercise, notwithstanding that the stock transfer books of the Company shall
      then be closed or that certificates representing such shares of Common Stock
      shall not then be actually delivered to the Holder. The Company shall use its
      best efforts to issue the proper stock certificate within five (5) business
      days
      of receiving all required documentation. Such stock certificate shall bear
      such
      legends as the Company may deem necessary or appropriate.








2.  Payment
      of Taxes .
      The
      Company shall pay all expenses in connection with the issue or delivery of
      this
      Warrant, other than any tax or charge imposed by law upon Holder, in which
      case
      such taxes or charges shall be paid by Holder.





3.  Fractional
      Shares .
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. With respect to any fraction of a share called
      for
      upon exercise hereof, the Company shall pay to the Holder an amount in cash
      equal to such fraction multiplied by the current Market Price of a full
      share.





4.  Exchange,
      Assignment or Loss of Warrant .





(a)  Exchange .
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company for other Warrants in identical
      form of different denominations entitling the Holder thereof to purchase in
      the
      aggregate the same number of shares of Common Stock purchasable
      hereunder.





(b)  Assignment .
      This
      Warrant may be freely assigned and transferred by the Holder without the consent
      of the Company; provided, however that no Holder shall assign or transfer this
      Warrant (or any portion hereof) to any Person that directly competes in whole
      or
      in significant part with the Company. Any assignment shall be made by surrender
      of this Warrant to the Company with the assignment form substantially in the
      form attached hereto as Exhibit B duly
      executed (the “Assignment Form”). The Company shall, within five (5) business
      days of receipt of the Warrant and Assignment Form, either (i) consent to such
      assignment and execute and deliver a new Warrant in identical form in the name
      of the assignee named in such instrument of assignment and this Warrant shall
      promptly be canceled, or (ii) notify the Holder that the Company is withholding
      its consent to such assignment. This Warrant may be divided or may be combined
      with other Warrants which carry the same rights upon presentation hereof at
      the
      office of the Company together with a written notice specifying the names and
      the denominations in which new Warrants are to be issued and signed by the
      Holder hereof. The term “Warrant” as used herein includes any Warrants issued in
      substitution for or replacement of this Warrant or into which this Warrant
      may
      be divided or exchanged.





(c)  Loss .
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction, or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant if mutilated, the Company will execute and will
      deliver a new Warrant in identical form. Any such new Warrant executed and
      delivered shall constitute an additional contractual obligation on the part
      of
      the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated
      shall be at any time enforceable by anyone.





5.  Rights
      of the Holder .
      The
      Holder, by virtue hereof, shall not be entitled to any rights of a shareholder
      in the Company, either at law or in equity, and the rights of the Holder are
      limited to those expressed in this Warrant.








6.  Anti-Dilution
      Adjustments .
      In
      order to prevent dilution of the exercise rights granted hereunder, the terms
      of
      this Warrant will be subject to adjustment from time to time pursuant to this
      Section 6.





(a)  Adjustments
      for Other Dividends and Distributions .
      In the
      event the Company at any time prior to the expiration of this Warrant makes
      or
      issues, or fixes a record date for the determination of holders of Common Stock
      entitled to receive, a dividend or other distribution payable in securities
      of
      the Company other than shares of Common Stock, then and in each such event
      provision shall be made so that the Holder shall receive upon exercise hereof,
      in addition to the number of shares of Common Stock receivable thereupon, the
      amount of securities of the Company which the Holder would have received had
      this Warrant been exercised for Common Stock on the date of such event and
      had
      the Holder thereafter, during the period from the date of such event to and
      including the exercise date, retained such securities receivable by the Holder
      as aforesaid during such period, subject to all other adjustments called for
      during such period under this Section 6 with respect to the rights of the Holder
      of this Warrant.





(b)  Subdivision
      or Combination of Common Stock .
      If the
      Company at any time subdivides (by any stock split, stock dividend,
      recapitalization or otherwise) one or more classes of its outstanding shares
      of
      Common Stock into a greater number of shares, then simultaneously with the
      happening of such event, (i) the Exercise Price shall, be adjusted by
      multiplying the then Exercise Price by a fraction, the numerator of which shall
      be the number of shares of Common Stock outstanding immediately prior to such
      event and the denominator of which shall be the number of shares of Common
      Stock
      outstanding immediately after such event, and the product so obtained shall
      thereafter be the Exercise Price then in effect, and (ii) the number of shares
      of Common Stock for which this Warrant is exercisable shall be proportionately
      increased. If the Company at any time combines (by reverse stock split or
      otherwise) one or more classes of its outstanding shares of Common Stock into
      a
      smaller number of shares, then simultaneously with the happening of such event,
      the Exercise Price and the number of shares of Common Stock for which this
      Warrant is exercisable shall immediately be proportionately
      decreased.





(c)  Certain
      Events .
      If any
      event occurs of the type contemplated by the provisions of this Section 6
      but not expressly provided for by such provisions, then the Company’s board of
      directors and the Company will make an appropriate adjustment in the Exercise
      Price and number of Exercisable Shares so as to protect the rights of the Holder
      hereunder.





(d)  Subsequent
      Adjustments .
      The
      Exercise Price and number of Exercisable Shares, as so adjusted pursuant to
      this
      Section, shall be readjusted in the same manner upon the happening of any
      successive event or events described herein in this Section 6.





7.  Reorganization,
      Reclassification, Consolidation, Merger or Sale .
      Any
      capital reorganization, reclassification, consolidation, merger or sale of
      all
      or substantially all of the Company’s assets to another Person which is effected
      in such a way that holders of Common Stock are entitled to receive (either
      directly or upon subsequent liquidation) cash, stock, securities or assets
      with
      respect to or in exchange for Common Stock is referred to herein as an “Organic
      Change.” Prior to the consummation of any Organic Change, the Company shall
      provide Holder with notice of such Organic Change, such notice to reference
      this
      Section 7 and to be delivered at least thirty (30) days prior to the
      consummation of the Organic Change. The Holder shall have a period of thirty
      (30) days to exercise this Warrant (which exercise may be conditioned upon
      the
      consummation of the Organic Change), and upon consummation of the Organic
      Change, this Warrant and any unexercised Warrant Shares shall automatically
      terminate. In the event the Organic Change is not consummated, this Warrant
      shall remain in full force and effect.








8.  Definitions .





(a)  “Common
      Stock” means, collectively, the Company’s common stock, par value
      $.0001.





(b)  “Market
      Price” of any security means the average of the closing prices of such
      security’s sales on all securities exchanges on which such security may at the
      time be listed, or, if there has been no sales on any such exchange on any
      day,
      the average of the highest bid and lowest asked prices on all such exchanges
      at
      the end of such day, or, if on any day such security is not so listed, the
      average of the representative bid and asked prices quoted in the NASDAQ System
      as of 4:00 P.M., New York time, or, if on any day such security is not quoted
      in
      the NASDAQ System, the average of the highest bid and lowest asked prices on
      such day in the domestic over-the-counter market as reported by the National
      Quotation Bureau, Incorporated, or any similar successor organization, in each
      such case averaged over a period of 21 days consisting of the day as of which
      “Market Price” is being determined and the 20 consecutive business days prior to
      such day. If at any time such security is not listed on any securities exchange
      or quoted in the NASDAQ System or the over-the-counter market, the “Market
      Price” will be the fair value thereof determined by the Company’s board of
      directors, in good faith.





(c)  “Person”
      means an individual, a partnership, a limited liability company, a corporation,
      an association, a joint stock company, a trust, a joint venture, an
      unincorporated organization and a governmental entity or any department, agency
      or political subdivision thereof.





9.  Reservation
      of Stock .
      From
      and after the issue date of this Warrant, the Company will at all times reserve
      and keep available, solely for issuance and delivery on the exercise of the
      Warrant, such number of shares of Common Stock as may from time to time be
      issuable on the exercise of the Warrant.





10.  Piggyback
      Registration .
      If the
      Company proposes to file a Registration Statement in connection with a public
      offering of any of its securities (other than a Registration Statement on Form
      S-4 or Form S-8, or any comparable successor form or form substituting therefor,
      or filed in connection with any exchange offer or an offering of securities
      solely to the Company’s existing equity holders) (a “Piggyback Registration
      Statement”), whether or not for sale for its own account, then each such time
      the Company shall give written notice of a proposed offering (a “Piggyback
      Notice”) to the Holder of its intention to effect such a registration at least
      twenty (20) days prior to the anticipated filing date of such Piggyback
      Registration Statement. The Piggyback Notice shall offer the Holder the
      opportunity to include in such Piggyback Registration Statement such amount
      of
      Exercisable Shares as it may request. The Company will include in such Piggyback
      Registration Statement (and related qualifications under blue sky laws) and
      the
      underwriting, if any, involved therein, all Exercisable Shares with respect
      to
      which the Company has received a written request from Holder for inclusion
      therein within fifteen (15) days after receipt of the Piggyback Notice.
      Notwithstanding the above, the Company may determine, at any time, not to
      proceed with such Piggyback Registration Statement.







11.  Notices .
      Except
      as otherwise expressly provided, all notices referred to herein will be in
      writing and will be deemed duly given upon personal delivery, or on the third
      day after mailing if sent by registered or certified mail, postage prepaid,
      return receipt requested, or on the day after mailing if sent by a nationally
      recognized overnight delivery service which maintains records of the time,
      place
      and recipient of delivery, in each case addressed (i) to the Company at its
      principal executive offices, and (ii) to Holder at Holder’s address as it
      appears in the stock records of the Company (unless otherwise indicated by
      Holder).





12.  Applicable
      Law .
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Illinois





IN
      WITNESS WHEREOF, Capital Growth Systems, Inc. has caused this Warrant to be
      signed by its duly authorized officer and dated as of the date set forth
      above.




**CAPITAL
              GROWTH SYSTEMS, INC.**By:Name:
              Thomas G. HudsonTitle:
                CEO










**Exhibit
      A**





**Exercise
      Notice**










[To
      be
      executed only upon exercise of Warrant]





The
      undersigned registered owner of this Warrant irrevocably exercises this Warrant
      for the purchase of __________ Shares of Common Stock of Capital Growth Systems,
      Inc. and herewith makes payment therefor, all at the price and on the terms
      and
      conditions specified in this Warrant and requests that certificates for the
      shares of Common Stock hereby purchased (and any securities or property issuable
      upon such exercise) be issued in the name of and delivered to
      _________________________ whose address is _________________________ and, if
      such shares of Common Stock shall not include all of the shares of Common Stock
      issuable as provided in this Warrant, that a new Warrant of like tenor and
      date
      for the balance of the shares of Common Stock issuable hereunder be delivered
      to
      the undersigned.








Dated:
      __________      _________________________________


(Name
      of Registered
      Owner)





_________________________________


(Signature
      of Registered
      Owner)





_________________________________


(Street
      Address)





_________________________________


(City)
      (State)  (Zip
      Code)








**Exhibit
      B**





**Assignment
      Form**








FOR
      VALUE
      RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns
      and transfers unto the Assignee named below all of the rights of the undersigned
      under this Warrant, with respect to the number of shares of Common Stock set
      forth below:





No. of Shares ofName
                    and Address of Assignee
                
                Common
                  Stock








and
      if
      such shares of Common Stock shall not include all of the shares of Common Stock
      issuable as provided in this Warrant, then new Warrants of like tenor and date
      shall be issued. The undersigned does hereby irrevocably constitute and appoint
      _________________________ attorney-in-fact to register such transfer on the
      books of Capital Growth Systems, Inc., maintained for the purpose, with full
      power of substitution in the premises.






Dated:
        __________      _________________________________
 (Name
        of Registered
        Owner)
 
 _________________________________
 (Signature
        of Registered
        Owner)