**EXHIBIT
      10.6**




**FIRST
      AMENDMENT TO BRIDGE NOTE PURCHASE AGREEMENT**




First
      Amendment dated as of August 24, 2006 to that certain Bridge Purchase Agreement
      dated as of August 23, 2006 (“Agreement”) by and among Capital
      Growth Systems, Inc .,
      a
      Florida corporation (“Borrower” or “Company”) and each of the persons advancing
      bridge loans to Borrower in accordance with the terms of the Agreement (each
      a
“Lender” and collectively, “Lenders”). Capitalized terms used herein and not
      otherwise defined shall have the same meaning as set forth in the
      Agreement.




**RECITALS**




A.  Borrower
      is desirous of inducing various Lenders to fund the loans called for in the
      Agreement.




B.  Certain
      prospective Lenders have proposed that the Agreement be amended to provide
      them
      the additional rights as set forth in this First Amendment, which are intended
      to increase the desirability of the Notes to be issued pursuant to the
      Agreement, and Borrower is willing to amend the Agreement as called for
      herein.




NOW
      THEREFORE, in consideration of the premises and covenants contained herein
      and
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the parties agree as follows:




1.  The
      following Section 9 is added to the Agreement.




9.  Additional
      Rights in Favor of Lenders .




9.1  Collateral
      Security .
      In
      addition to the collateral granted to the Lenders pursuant to the Note
      Administration and Security Agreement, the Borrower further agrees that promptly
      following its acquisition of 20/20 Technologies, Inc. (“20/20”) by way of
      subsidiary merger (the acquiring subsidiary being “20/20 Sub”), to pledge 100%
      of the capital stock of 20/20 Sub to Lenders as additional collateral pursuant
      to the Note Administration and Security Agreement, and agrees to deliver to
      the
      Servicer named in said Agreement the stock certificate(s) for the shares,
      together with an assignment separate from certificate for the shares duly
      executed in blank.




9.2  Conversion
      Following Payments of Principal or Interest on the Notes .
      Should
      Borrower pay off the principal amount of Lender’s Note in whole or part, then
      Lender shall have the right for a period of 30 days following delivery of each
      payment of principal by Borrower with respect to Lender’s Note (and if consented
      to by the Borrower, some or all of the accrued unpaid interest with respect
      to
      this Note), to subscribe to purchase that number of “Equity Units equal to the
      principal amount so paid, divided by the “Conversion Price,” by delivery of
      written notice to the Borrower and tender of the corresponding purchase price
      within said 30-day period. The Lender acknowledges that the securities
      corresponding to the Equity Units shall have legends restricting transfer except
      pursuant to an effective registration statement or an exemption from the
      registration requirements of the Securities Act of 1933 as amended.







9.3  Expansion
      of Securities .
      The
      definition of Securities in Section 6.2 of this Agreement is amended to increase
      the coverage thereof to include any securities purchased pursuant to conversion
      of the Notes to Equity Units and therefore now reads as follows:




“any
      capital stock issuable upon exercise of the Warrants and any securities issuable
      to such Lender by virtue of conversion of the Lender’s Note or exercise of the
      Lender’s conversion rights pursuant to Section 9.2 hereof)”




9.4  Modification
      to Note .
      The
      following Section 9 is hereby added to the Note to be issued to each of the
      Lenders pursuant to this Agreement and attached as Exhibit A of this
      Agreement.




9.  Conversion .




9.1  Definitions .




(a)  “ *Conversion
      Price* ”
shall
      mean the purchase price. “Conversion Price” shall mean the purchase price for
      Equity Units:




(b)  “ *Equity
      Units* ”
shall
      mean the units of the Company’s Common Stock or Preferred Stock and/or any
      securities conferring the right to purchase the Company’s Preferred Stock or
      securities convertible into, or exchangeable for (with or without additional
      consideration), the Company’s Common Stock or Preferred Stock which are issued
      in connection with the next equity financing of the Borrower after the date
      of
      this Note, in which at least $5,000,000 of gross proceeds is raised from the
      sale of the Equity Units. To the extent an Equity Unit is comprised of shares
      of
      Preferred Stock and/or warrants, where the shares of Preferred Stock on the
      occurrence of an event (such as filing of an amendment to the Borrower’s
      articles of incorporation), then following such event, the Equity Unit shall
      be
      deemed to constitute the shares of Common Stock into which said shares of
      Preferred Stock were converted or convertible, and the corresponding warrant,
      if
      any, will be adjusted to be a warrant to purchase the corresponding number
      of
      shares of Common Stock into which the Preferred Stock was
      converted.




2


9.2  Conversion .
      Subject
      to the procedures provided in Section 9.3 below, the Holder of this Note has
      the
      right, at the Lender’s option, at any time from and after the date hereof and
      prior to the payment of the obligations evidenced hereby, to convert some or
      all
      of the principal amount of this Note (and if consented to by the Borrower,
      some
      or all of the accrued unpaid interest with respect to this Note), on demand,
      in
      accordance with the provisions of Section 9.2 hereof, in whole or in part,
      into
      Equity Units at the price in which the Equity Units were sold by the Lender
      to
      third party investors.




(a)  Notice
      of Conversion .
      To
      convert this Note, the holder of this Note shall give written notice
      (“Conversion Notice”) to the Borrower of its election to convert this Note to
      Equity Units pursuant to Section 9.2. The conversion, and all of the rights
      of
      the Lender hereof in and with respect to the Equity Units shall be effective
      immediately upon delivery of the Conversion Notice and surrender of this Note
      to
      Borrower. Borrower shall, immediately following such conversion, deliver to
      such
      person as the Holder of this Note shall designate in the Conversion Notice
      a
      certificate or certificates for the number of securities comprising the Equity
      Units to which the Lender shall be entitled.




(b)  Mechanics
      and Effect of Conversion .
      Upon a
      conversion of this Note, the Borrower shall be forever released from all of
      its
      obligation and liabilities under this Note, except, the Borrower shall be
      obligated to pay the Lender, within ten (10) days after the date of such
      conversion, any interest accrued and unpaid to and including the date of such
      conversion (absent conversion of said interest to Notes upon mutual agreement
      of
      the parties), and no more, to the extent the Lender has not elected to convert
      said interest to Equity Units or New Company Securities as provided in Section
      9.2.




9.3  Subdivision
      or Combination of Shares of Capital Stock .
      If the
      Borrower at any time subdivides one or more classes of its outstanding shares
      of
      capital stock into a greater number of shares of capital stock (or units
      thereof), or decreases the percentage interest attributable to any shares of
      capital stock, the Conversion Price in effect immediately prior to such
      subdivision will be proportionately reduced. If the Borrower at any time
      combines one or more classes of its outstanding shares of capital stock into
      a
      smaller number of shares of capital stock or increases the percentage interest
      attributable to the shares of capital stock, the Conversion Price in effect
      immediately prior to such combination will be proportionately
      increased.




3


9.4  Organic
      Change .
      Prior
      to the consummation of any Organic Change (as defined below), Borrower will
      make
      appropriate provisions to insure that the Lender will thereafter have the right
      to acquire and receive, in lieu of or in addition to the shares of capital
      stock
      in Borrower immediately theretofore acquirable and receivable upon the
      conversion of this Note, such shares of stock, membership interests, partnership
      interests, securities or assets as such Lender would have received in connection
      with such Organic Change if the Lender had converted this Note immediately
      prior
      to such Organic Change. In any such case, Borrower will make appropriate
      provisions to insure that the provisions of this Section 9.4 will thereafter
      be
      applicable to this Note (including, an immediate adjustment of the Conversion
      Price to the value for the shares of capital stock in Borrower reflected by
      the
      terms of such Organic Change and a corresponding immediate adjustment in the
      number of shares of capital stock acquirable and receivable upon conversion
      of
      this Note, if the value so reflected is less than the Conversion Price in effect
      immediately prior to such Organic Change). The Borrower will not effect any
      such
      Organic Change, unless prior to the consummation thereof, the successor company
      resulting from such Organic Change assumes by written instrument either: (i)
      the
      obligation to deliver to Lender such shares of stock, securities or assets
      as,
      in accordance with the foregoing provisions, Lender may be entitled to acquire;
      or (ii) the obligation to pay to the Lender, should the Lender elect to convert
      this Note following such Organic Change, an amount of value equivalent to what
      the Lender would have received pursuant to subparagraph (i) indicated above
      as
      of the date of the Organic Change. All other terms of this Note shall remain
      in
      full force and effect following such an Organic Change. The provisions of this
      Section 9.4 shall similarly apply to successive Organic Changes.




As
      used
      herein, the term “Organic Change” shall mean any merger, consolidation,
      combination, recapitalization, reorganization, or other change in, or with
      respect to, the shares of capital stock in Borrower, including, without
      limitation, any amendment to the certificate of incorporation of Borrower which
      effects any such change.




4


IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first set forth above in one or more counterparts, all of which when taken
      as a
      whole shall be binding upon the parties.




COMPANY:
            
            LENDERS:Capital
                Growth Systems, Inc.,
                a Florida
            
            /s/corporation
            
            *[Signature]*By:
            /s/
                Douglas Stukel
            
            *[Print
                Name]*Its:
            Executive
                Vice President*[Signature]**[Print
                Name]*




5


**Schedule
        to Exhibit 10.6**
  The
        agreements listed below are substantially identical to this exhibit and are
        not
        being filed separately as exhibits pursuant to Rule 12b-31 promulgated under
        the
        Exchange Act.


Mellon
                Enterprises, Limited Partnership
            
            
            August
                24, 2006Mellon
                Enterprises, Limited Partnership
            
            
            August
                24, 2006David
                J. Lies
            
            
            August
                24, 2006Albert
                Pick III
            
            
            August
                24, 2006Norman
                Siegel
            
            
            August
                24, 2006Dr.
                Fred Edminson
            
            
            August
                24, 2006Nicholas
                D’Andrea
            
            
            August
                24, 2006Jeffrey
                A. Thompson
            
            
            August
                24, 2006Michael
                Reardon
            
            
            August
                24, 2006Rosalie
                D’Andrea
            
            
            August
                24, 2006Dr.
                Joseph Marconi
            
            
            August
                24, 2006Richard
                Rizzo
            
            
            August
                24, 2006Scott
                Mitchell
            
            
            August
                24, 2006John
                Lindon
            
            
            August
                24, 2006Robert
                Donofrio
            
            
            August
                24, 2006Richard
                A. Levy
            
            
            August
                24, 2006Hyatt
                Johnson Capital LLC
            
            
            August
                24, 2006Jason
                Hyatt
            
            
            August
                24, 2006Jason
                Hyatt
            
            
            August
                24, 2006Cabrien,
                Inc.
            
            
            August
                24, 2006Philip
                C. Cohen
            
            
            August
                24, 2006Michael
                Demnicki
            
            
            August
                24, 2006John
                Murrens
            
            
            August
                24, 2006Thomas
                R. Murrens
            
            
            August
                24, 2006Raymond
                Cahnman
            
            
            August
                24, 2006Michael
                Joss
            
            
            August
                24, 2006Garry
                Lakin
            
            
            August
                24, 2006Donald
                O. Johnson
            
            
            August
                24, 2006LaSalle
                20/20 Lender, LLC
            
            
            August
                24, 2006Sam
                Sallerson
            
            
            August
                24, 2006Jonathon
                Piser
            
            
            August
                24, 2006Aldia
                Trust
            
            
            August
                24, 2006Thomas
                G. Hudson
            
            
            August
                24, 2006Patrick
                Shutt
            
            
            August
                24, 2006Scott
                Mitchell
            
            
            August
                24, 2006Norman
                Siegel
            
            
            August
                24, 2006Gerald
                F. Rozek
            
            
            August
                24, 2006Warren
                Iola
            
            
            August
                24, 2006Lou
                Orenstein
            
            
            August
                24, 2006