**EXHIBIT
      10.18**





**PATRICK
      C. SHUTT**


**EMPLOYMENT
      AGREEMENT**





Agreement
      dated as of September 8, 2006, between Capital
      Growth Systems, Inc .,
      a
      Florida corporation, having a place of business at 50 East Commerce Drive,
      Suite
      A, Schaumburg, Illinois 60173 (the “Company”), and Patrick
      C. Shutt (the
“Executive”).





**WITNESSETH**





WHEREAS,
      the Company wishes Executive to serve as President of the Company, effective
      immediately and Executive wishes to serve in such capacity, subject to the
      terms
      and conditions hereof;





WHEREAS,
      the Board of Directors (“Board”) of the Company believes it to be in the best
      interests of the Company to enter into this Agreement to assure Executive’s
      services to the Company and to encourage Executive’s full attention and
      dedication to the Company; and





WHEREAS,
      in order to accomplish all the above objectives, the Board has authorized the
      Company to enter into this Agreement;





NOW,
      THEREFORE, in consideration of the mutual promises herein contained, including
      the foregoing recitals which are made a part hereof, the Company and Executive
      hereby agree as follows:





1.  Certain
      Definitions .





(a)  The
      “Effective Date” shall mean the date hereof.





(b)  The
      “Change-in-Control Date” shall mean the first date during the Employment Period
      (as defined in Section 1(c)) on which a Change-in-Control (as defined in Section
      2) occurs.





(c)  The
      “Employment Period” shall mean the period commencing on the Effective Date and
      ending on the second (2nd) anniversary of such date; provided, however, that
      on
      each anniversary of the Effective Date, and on each successive annual
      anniversary of such date thereafter (such date and each annual anniversary
      thereof shall be hereinafter referred to as the “Renewal Date”), the Employment
      Period shall be automatically extended so as to terminate on one (1) year from
      such Renewal Date, unless at least ninety (90) days prior to the Renewal Date
      either party shall give notice to the other that the Employment Period shall
      not
      be so extended; and provided, further, that upon the occurrence of a
      Change-in-Control Date, the Employment Period shall automatically be extended
      so
      as to terminate on the first (1st) anniversary of such date.








2.  Change-in-Control .
      For the
      purpose of this Agreement, a “Change-in-Control” or “Change-in-Control” shall
      mean:





(a)  The
      acquisition by an individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 50% or more of either (i) the then
      outstanding shares of common stock of Company (the “Outstanding Company Common
      Stock”) or (ii) the combined voting power of the then outstanding voting
      securities of the Company entitled to vote generally in the election of
      directors (the “Outstanding Company Voting Securities”); provided, however, that
      the following acquisitions shall not constitute a Change-in-Control: (w) any
      acquisition directly from the Company, (x) any acquisition by the Company or
      any
      of its subsidiaries, (y) any acquisition by any employee benefit plan (or
      related trust) sponsored or maintained by the Company or any of its subsidiaries
      or (z) any acquisition by any corporation with respect to which, following
      such
      acquisition, more than 50% of, respectively, the then outstanding shares of
      common stock of such corporation and the combined voting power of the then
      outstanding voting securities of such corporation entitled to vote generally
      in
      the election of directors, is then beneficially owned, directly or indirectly,
      by all or substantially all of the individuals and entities who were beneficial
      owners, respectively of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities in substantially the same proportions as their
      ownership, immediately prior to such acquisition, of the Outstanding Company
      Common Stock and Outstanding Company Voting Securities, as the case may be;
      or





(b)  Completion
      by the Company of a reorganization, merger or consolidation, in each case,
      with
      respect to which all or substantially all of the individuals and entities who
      were the beneficial owners, respectively, of the Outstanding Company Common
      Stock and Outstanding Company Voting Securities immediately prior to such
      reorganization, merger or consolidation, beneficially own, directly or
      indirectly, less than 50% of, respectively, of the then outstanding shares
      of
      common stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case
      may be, of the corporation resulting from such reorganization, merger or
      consolidation in substantially the same proportions as their ownership,
      immediately prior to such reorganization, merger or consolidation of the
      Outstanding Company Common Stock and the Outstanding Company Voting Securities,
      as the case may be; or





(c)  Completion
      by the Company of (i) a complete liquidation or dissolution of Company or (ii)
      the sale or other disposition of all or substantially all of the assets of
      the
      Company, other than to a corporation, with respect to which following such
      sale
      or other disposition, more than 50% of, respectively, the then outstanding
      shares of common stock of such corporation and the combined voting power of
      the
      then outstanding voting securities of such corporation entitled to vote
      generally in the election of directors is then beneficially owned, directly
      or
      indirectly, by all or substantially all of the individuals and entities who
      were
      the beneficial owners, respectively, of the Outstanding Company Common Stock
      and
      Outstanding Company Voting Securities immediately prior to such sale or other
      disposition in substantially the same proportion as their ownership, immediately
      prior to such sale or other disposition, of the Outstanding Company Common
      Stock
      and Outstanding Company Voting Securities, as the case may be.





3.  Employment
      Period .
      The
      Company hereby agrees to continue Executive in its employ, and Executive hereby
      agrees to remain in the employ of the Company, during the Employment Period
      under the terms and conditions provided herein.





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4.  Terms
      of Employment .





(a)  Position
      and Duties .
      Executive is appointed to the position of President of the Company and shall
      have the normal duties, responsibilities and authority of the position of
      President, subject to the power of the Board or the Company’s CEO to limit such
      duties, responsibilities and authority. Executive may perform his duties in
      Chicago, Illinois or London, England or mutually agreed location or as otherwise
      mutually agreed by the Company and Executive. The Company agrees to make an
      office available to Executive in the city specified by the Executive at a
      location mutually agreeable to Executive and Company. Excluding any periods
      of
      vacation and sick leave to which Executive is entitled, Executive agrees to
      devote reasonable attention and time during normal business hours to the
      business and affairs the Company and, to the extent necessary to discharge
      the
      responsibilities assigned to Executive hereunder, to use Executive’s reasonable
      best efforts to perform faithfully and efficiently such responsibilities. It
      shall not be a violation of this Agreement for Executive to (A) serve on
      corporate, civic or charitable boards or committees, (B) deliver lectures,
      fulfill speaking engagements or teach at educational institutions and (C) manage
      personal investments, so long as such activities do not significantly interfere
      with the performance of Executive’s responsibilities as an employee of the
      Company in accordance with this Agreement. It is also expressly understood
      and
      agreed that to the extent that such activities have been conducted by Executive
      prior to the Effective Date, the continued conduct of such activities (or the
      conduct of activities similar in nature and scope thereto) subsequent to the
      Effective Date shall not thereafter be deemed to interfere with the performance
      of Executive’s responsibilities to the Company.





(b)  Compensation .





(i)  Base
      Salary .
      The
      Company shall pay Executive a base salary at an annual rate of $200,000
      (initially and as adjusted in accordance with the terms of this Agreement,
“Base
      Salary”). Base Salary shall be reviewed at least annually and shall be adjusted
      as agreed between the Board and Executive (in the event no agreement is reached,
      Base Salary shall remain unchanged). Any increase in Base Salary shall not
      serve
      to limit or reduce any other obligation to Executive under this Agreement.
      Base
      Salary shall not be reduced after any such increase including in connection
      with
      Company wide reductions applied to other senior executives of the Company.





(ii)  Additional
      Compensation .
      In
      addition to Base Salary, Executive shall be eligible to receive an annual bonus
      based upon the attainment of certain performance goals and objectives
      established by the Board and/or the Company’s Chief Executive Officer and in
      accordance with the Company’s business plan, as may be approved annually by the
      Board. The incentive bonus amount to be paid to Executive will be determined
      annually by the Board; it shall be initially set at $200,000, based upon 100%
      achievement of his annual plan. There will be no cap, increasing linearly with
      increased profit performance for over plan achievement. Plan metrics will be
      set
      annually and agreed to by the CEO. Executive shall also be eligible for stock
      awards under the Company’s current equity incentive plan and any successor or
      additional plans, as determined by the Board.





(iii)  Fringe
      Benefits .
      While
      Executive is employed by the Company under this Agreement, Executive shall
      be
      entitled to participate in all insurance, vacation days and other benefit plans
      or programs as are provided from time to time by the Company to its other
      executives, in accordance with the terms of such plans or programs and the
      Company’s benefits practices then in effect.





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(iv)  Stock
      Options .





(1)  Grant
      of Option/Price .
      The
      Company agrees to grant Executive stock options, as of the Effective Date,
      to
      acquire 1,500,000 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”).





(2)  Vesting .
      In
      accordance with the Option Agreement (i) 25% of the Employee Options shall
      vest
      immediately upon the Effective Date, and (ii) 25% shall thereafter vest on
      the
      yearly anniversary of this Agreement 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.





(v)  Performance
      Equity Options .





(1)  Grant
      of Performance Option .
      The
      Company agrees to grant, as of the Effective Date, options to acquire 1,000,000
      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 “Performance Options”) as an incentive to attain certain revenue objectives
      as set forth in clause (2) hereof.





(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%.





(c)  Board
      Seat .
      Concurrent with the execution of this Agreement, the Company shall appoint
      Executive to serve on the Company’s Board until the next annual election of
      Directors and shall re-nominate Executive at the next applicable election of
      Directors.





(d)  Expenses .
      The
      Company shall reimburse Executive for all reasonable and ordinary expenses
      incurred by Executive in the performance of Executive’s duties hereunder
      including expenses for entertainment, travel and similar items that arise
      related to and for promoting the business of the Company; provided, however,
      that Executive shall account to the Company for such expenses in the manner
      customarily prescribed by the Company for its executives.





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(e)  Next
      Equity Financing .
      For
      purposes of this Agreement, Next Equity Financing means the closing of a capital
      raise by the Company in a minimum aggregate gross proceeds of $6.0 million
      (the
“Next Equity Financing”).





5.  Termination .





(a)  Death
      or Disability .
      This
      Agreement shall terminate automatically upon Executive’s death. If the Company
      determines in good faith that the Disability of Executive has occurred (pursuant
      to the definition of Disability set forth below), it may give to Executive
      written notice of its intention to terminate Executive’s employment hereunder.
      In such event, Executive’s employment with the Company shall terminate effective
      on the 90th day after receipt by Executive of such notice given at any time
      after a period of six consecutive months of Disability and while such Disability
      is continuing (the “Disability Effective Date”), provided that, within the 90
      days after such receipt, Executive shall not have returned to at least 80%
      of
      full-time performance of Executive’s duties. For purposes of this Agreement,
“Disability” means disability which, at least six months after its commencement,
      is determined to be total and permanent by a physician selected by the Company
      or its insurers and acceptable to Executive or Executive’s legal representative
      (such agreement as to acceptability not to be withheld unreasonably). During
      such three month period and until the Disability Effective Date, Executive
      shall
      be entitled to all compensation provided for under Section 4
      hereof.





(b)  Cause .
      The
      Company may terminate this Agreement and Executive’s employment with the Company
      for Cause. For purposes of this Agreement, “Cause” means: (i) an act or acts of
      personal dishonesty taken by Executive and intended to result in substantial
      personal enrichment of Executive at the expense of the Company, (ii) repeated
      violations by Executive of Executive’s obligations under Section 4(a) of this
      Agreement which are demonstrably willful and deliberate on Executive’s part and
      which are not remedied in a reasonable period of time after receipt of written
      notice from the Company, or (iii) the conviction of Executive of a
      felony





(c)  Good
      Reason .
      During
      the Employment Period, Executive’s employment hereunder may be terminated by
      Executive for Good Reason. For purposes of this Agreement, “Good Reason”
means:





(i)  the
      assignment to Executive of any duties inconsistent in any respect with
      Executive’s position (including status, offices, titles and reporting
      relationships), authority, duties or responsibilities as contemplated by Section
      4(a) of this Agreement (including, without limitation, failure to comply with
      Section 4(c), or any other action by the Company which results in a diminution
      in such position, authority, duties or responsibilities;





(ii)  any
      action by the Company which results in the diminution of Executive’s position,
      authority, duties, or responsibilities or any change whereby Executive is not
      reporting exclusively to the CEO and is a member of the Company’s Executive
      Committee;





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(iii)  any
      failure by the Company to comply with any of the material provisions of this
      Agreement;





(iv)  the
      Company requiring Executive to be based at any office or location other than
      that described in Section 4(a) hereof, except for travel reasonably required
      in
      the performance of Executive’s responsibilities;





(v)  any
      purported termination by the Company of Executive’s employment otherwise than as
      expressly permitted by this Agreement; or





(vi)  any
      failure by the Company to comply with and satisfy Sections 4(c) or 11(c) of
      this
      Agreement.





Prior
      to
      giving a Notice of Termination for Good Reason, Executive shall notify the
      Company within 30 days of action the Company has taken in such 30 day period,
      together with any other similar actions within the prior six months, which
      Executive believes constitutes Good Reason. The Company shall have 30 days
      to
      cure such circumstances, and if not cured to the reasonable satisfaction of
      Executive, then Executive may give such Notice of Termination for Good
      Reason.





(d)  Change-in-Control .
      Executive’s employment may be terminated by Executive within six (6) months of a
      Change-in-Control.





(e)  Notice
      of Termination .
      Any
      termination of Executive’s employment hereunder by the Company for Cause or by
      Executive for Good Reason shall be communicated by Notice of Termination to
      such
      other party hereto given in accordance with 13(b) of this Agreement. For
      purposes of this Agreement, a “Notice of Termination” means a written notice
      which (i) indicates the specific termination provision in this Agreement relied
      upon, (ii) sets forth in reasonable detail the facts and circumstances claimed
      to provide a basis for termination of Executive’s employment under the provision
      so indicated and (iii) if the Date of Termination (as defined below) is other
      than the date of receipt of such notice, specifies the termination date (which
      date shall be not more than fifteen (15) days after the giving of such notice).
      Further, a Notice of Termination for Cause is required to include a copy of
      a
      resolution duly adopted by the affirmative vote of not less than three quarters
      (3/4) of the entire membership of the Board (excluding Executive) at a meeting
      of the Board which was called and held for the purpose of considering such
      termination (after reasonable notice to Executive and an opportunity for
      Executive, together with Executive’s counsel, to be heard before the Board)
      finding that, in the good faith opinion of the Board, Executive was guilty
      of
      conduct set forth in the definition of Cause herein, and specifying the
      particulars thereof in detail.





(f)  Date
      of Termination .
“Date
      of Termination” means the date of receipt of the Notice of Termination or any
      later date specified therein, as the case may be; provided, however, that (i)
      if
      Executive’s employment hereunder is terminated by the Company other than for
      Cause or Disability, the Date of Termination shall be the date on which the
      Company notifies Executive of such termination and (ii) if Executive’s
      employment hereunder is terminated by reason of death or Disability, the Date
      of
      Termination shall be the date of death of Executive or the Disability Effective
      Date, as the case may be.





6


6.  Obligations
      of the Company upon Termination .





(a)  Death .
      If
      Executive’s employment hereunder is terminated by reason of Executive’s death,
      this Agreement shall terminate without further obligations to Executive’s legal
      representatives under this Agreement, other than those obligations accrued
      or
      earned and vested (if applicable) by Executive as of the Date of Termination,
      including, for this purpose (i) Executive’s Base Salary through the Date of
      Termination at the rate in effect on the Date of Termination disregarding any
      reduction in Base Salary in violation of this Agreement, and (ii) any
      compensation previously deferred by Executive and not yet paid by the Company
      (including accrued interest thereon) and any accrued vacation pay not yet paid
      by the Company (such amounts specified in clauses (i) and (ii) are hereinafter
      referred to as “Accrued Obligations”). All such Accrued Obligations shall be
      paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash
      within 30 days of the Date of Termination. In addition, if Executive’s
      employment is terminated by reason of Executive’s death, Executive’s estate will
      have one (1) year to exercise any options vested or earned as of the Date of
      Termination and all unvested or otherwise unearned options (whether in
      connection with the Employee Options or the Performance Option) will terminate
      on the Date of Termination. Anything in this Agreement to the contrary
      notwithstanding, Executive’s family shall be entitled to receive benefits at
      least equal to the most favorable benefits provided by the Company and any
      of
      its subsidiaries to surviving families of employees of the Company and such
      subsidiaries under such plans, programs, practices and policies relating to
      family death benefits, if any, in accordance with the most favorable plans,
      programs, practices and policies of the Company and its subsidiaries in effect
      on the date of Executive’s death with respect to other key employees of the
      Company and its subsidiaries and their families.





(b)  Disability .
      If
      Executive’s employment is terminated by reason of Executive’s Disability, this
      Agreement shall terminate without further obligations to Executive, other than
      those obligations accrued or earned and vested (if applicable) by Executive
      as
      of the Date of Termination, including for this purpose, all Accrued Obligations.
      All such Accrued Obligations shall be paid to Executive in a lump sum in cash
      within 30 days of the Date of Termination. In addition, if Executive’s
      employment is terminated by reason of Executive’s Disability, Executive or his
      personal representative will have one (1) year to exercise any options vested
      or
      earned as of the Date of Termination and all unvested or otherwise unearned
      options (whether in connection with the Employee Options or the Performance
      Option) will terminate on the Date of Termination. Anything in this Agreement
      to
      the contrary notwithstanding, Executive shall be entitled after the Disability
      Effective Date to receive disability and other benefits at least equal to the
      most favorable of those provided by the Company and its subsidiaries to disabled
      employees and/or their families in accordance with such plans, programs,
      practices and policies relating to disability, if any, in accordance with the
      most favorable plans, programs, practices and policies of the Company and its
      subsidiaries in effect on or after the Effective Date or, if more favorable
      to
      Executive and/or Executive’s family, as in effect at any time thereafter with
      respect to other key employees of the Company and its subsidiaries and their
      families.





(c)  Cause .
      If
      Executive’s employment shall be terminated for Cause, this Agreement shall
      terminate without further obligations to Executive other than those obligations
      accrued or earned and vested (if applicable) by Executive as of the Date of
      Termination, including for this purpose all Accrued Obligations, including
      any
      vested Employee Options or vested Performance Options. All such Accrued
      Obligations shall be paid to Executive in a lump sum in cash within 30 days
      of
      the Date of Termination. Notwithstanding anything herein to the contrary, if
      Executive’s employment is terminated for Cause, Executive will have thirty (30)
      days to exercise any options vested or earned as of the Date of Termination
      and
      all unvested or otherwise unearned options (whether in connection with the
      Employee Options or the Performance Options) will terminate on the Date of
      Termination.





7


(d)  Other
      than for Good Reason .
      If
      Executive terminates employment other than for Good Reason prior to a
      Change-in-Control, this Agreement shall terminate without further obligations
      to
      Executive, other than those obligations accrued or earned and vested (if
      applicable) by Executive through the Date of Termination, including for this
      purpose, all Accrued Obligations. All such Accrued Obligations shall be paid
      to
      Executive in a lump sum in cash within 30 days of the Date of Termination.
      Notwithstanding anything herein to the contrary, if Executive’s employment is
      terminated for other than Good Reason by Executive, Executive will have one
      (1)
      year to exercise any options vested or earned as of the Date of Termination
      and
      all unvested or otherwise unearned options (whether arising from the Employee
      Options or the Performance Options) will terminate on the Date of
      Termination.





(e)  Good
      Reason or Other Than for Cause .
      If the
      Company shall terminate Executive’s employment hereunder other than for Cause or
      if Executive shall terminate his employment hereunder for Good
      Reason:





(i)  the
      Company shall pay to Executive in a lump sum in cash within thirty (30) days
      (or
      such longer period necessary for the release referred to in Section 9(f) to
      become irrevocable) after the Date of Termination all such Accrued Obligations;





(ii)  the
      Company shall, for a period of one year after the Date of Termination continue
      to pay the Base Salary and benefits to Executive and/or Executive’s family at
      least equal to those which would have been provided to them in accordance with
      the plans, programs, practices and policies described in Section 4(b)(iii)
      including health insurance and life insurance, in accordance with the most
      favorable plans, practices, programs or policies of the Company and its
      subsidiaries in effect on the Date of Termination; provided that the Company
      shall not be required to provide a benefit or benefits under this Section (other
      than continuation of Base Salary) to the extent Executive is reemployed during
      such one year period and such subsequent employer provides a comparable benefit
      or benefits; and





(iii)  in
      addition to the foregoing, (A) all of Executive’s unvested Employee Options or
      Performance Options shall immediately vest, and (B) all of Executive’s options
      (whether arising from the Employee Options or the Performance Option) as of
      the
      Date of Termination shall remain exercisable for two (2) years after such Date
      of Termination.





(f)  Good
      Reason - Change-in-Control .
      If
      Executive shall terminate his employment within six (6) months of a
      Change-in-Control:





(i)  if
      the
      termination is accompanied by any element of Good Cause set forth in Section
      5(c
      )(i) - (vi) also being present, the Company shall pay to Executive in a lump
      sum
      in cash within thirty (30) days (or such longer period necessary for the release
      referred to in Section 9(f) to become irrevocable) after the Date of Termination
      all such Accrued Obligations plus three times (3x) less $1.00 of an amount
      equal
      to Executive’s average base salary and incentive payments paid to the Executive
      in the prior three years or such lesser period of time that Executive has been
      employed by the Company; in the event such termination is not accompanied by
      Good Cause then the Executive shall be paid the same amount immediately set
      forth above but the multiplier in the prior sentence shall be one and one-half
      times (1.5x), not three (3x) times; and





8


(ii)  in
      addition to the forgoing, (A) all of Executive’s unvested Employee Options or
      Performance Options shall immediately vest, and (B) all of Executive’s options
      (whether arising from the Employee Options or the Performance Option) as of
      the
      Date of Termination shall remain exercisable for two (2) years after such Date
      of Termination.





(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),
      100% of such options shall vest immediately prior to the completion of a
      Change-in-Control, unless at the time 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), such options shall
      vest as follows:





(1)  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





(2)  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 (1) and (2) of
                this
                Section 6(g)(ii) shall expire.





7.  Non-Exclusivity
      of Rights .
      Nothing
      in this Agreement shall prevent or limit Executive’s continuing or future
      participation in any benefit, bonus, incentive or other plans, programs,
      policies or practices, provided by Company, the Company or any of their
      respective subsidiaries and for which Executive may qualify, nor shall anything
      herein limit or otherwise affect such rights as Executive may have under any
      stock option, restricted stock or other agreements with Company, the Company
      or
      any of their respective subsidiaries. Amounts which are vested benefits or
      which
      Executive is otherwise entitled to receive under any plan, policy, practice
      or
      program of Company, the Company or any of their respective subsidiaries at
      or
      subsequent to the Date of Termination shall be payable in accordance with such
      plan, policy practice or program.





8.  Full
      Settlement .
      The
      Company’s obligation to make the payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      set-off, counterclaim, recoupment, defense or other claim, right or action
      which
      the Company may have against Executive or others. In no event shall Executive
      be
      obligated to seek other employment or take any other action by way of mitigation
      of the amounts payable to Executive under any of the provisions of this
      Agreement.





9


9.  Certain
      Covenants of Executive .





(a)  As
      used
      in Section 9 and Section 10, the Company shall include the Company and each
      corporation, partnership, or other entity that controls the Company, is
      controlled by the Company, or is under common control with the Company (in
      each
      case “control” meaning the direct or indirect ownership of 50% or more of all
      outstanding equity interests).





(b)  While
      Executive is employed by the Company and, following the termination of
      Executive’s employment for any reason, until the first anniversary of the Date
      of Termination, Executive will not, directly or indirectly:





(i)  employ
      or
      attempt to employ any director, officer, or employee of the Company, or
      otherwise interfere with or disrupt any employment relationship (contractual
      or
      other) of the Company;





(ii)  solicit,
      request, advise, or induce any present or potential customer (defined by those
      companies from which the Company has either solicited business or have prepared
      marketing proposals for the solicitation of business within the past 12 months
      prior the Date of Termination), supplier, or other business contact of the
      Company to cancel, curtail, or otherwise change its relationship with the
      Company; or





(iii)  publicly
      criticize or disparage in any manner or by any means the Company or its
      management, policies, operations, products, services, practices, or
      personnel.





(c)  Executive
      hereby acknowledges and agrees that all non-public information and data of
      the
      Company, including without limitation that related to product and service
      formulation, customers, pricing, sales, and financial results (collectively,
      “Trade Secrets”) are of substantial value to the Company, provide it with a
      substantial competitive advantage in its business, and are and have been
      maintained in the strictest confidence as trade secrets. Except as permitted
      by
      the Board, or as appropriate in the performance of Executive’s duties in the
      normal course of business, Executive shall not at any time disclose or make
      accessible to anyone any Trade Secrets.





(d)  Executive
      acknowledges and agrees that this Section 9 and each provision hereof are
      reasonable and necessary to ensure that the Company receives the expected
      benefits of this Agreement and that violation of this Section will harm the
      Company to such an extent that monetary damages alone would be an inadequate
      remedy. Consequently, in the event of any violation or threatened violation
      by
      Executive of any provision of this Section, the Company shall be entitled to
      an
      injunction (in addition to all other remedies it may have) restraining Executive
      from committing or continuing such violation. If any provision or application
      of
      this Section is held unlawful or unenforceable in any respect, this Section
      shall be revised or applied in a manner that renders it lawful and enforceable
      to the fullest extent possible.





10


(e)  Upon
      termination of Executive’s employment for any reason, Executive covenants to
      resign from the Board effective no later than the Termination Date.





(f)  Prior
      to
      the payment of any amount pursuant to Section 6, Executive shall have executed
      the release in the form set forth as Exhibit A (with the blanks appropriately
      filled in) and such release shall have become irrevocable. The release shall
      exclude those claims related to Executive’s vested Employee Options, vested
      Performance Options, Accrued Obligations, the obligations of paragraph 9(g),
      and
      any rights of indemnification from third party claims that existed prior to
      Executive’s termination.





(g)  Upon
      termination of the Executive’s employment for any reason, the Company shall not
      publicly criticize or disparage in any manner or by any means the Executive.
      Upon termination of the Executive’s employment for any reason, Executive shall
      not publicly criticize or disparage in any manner or by any means the Company.





10.  Creations .





(a)  Executive
      hereby transfers and assigns to the Company (or its designee) all right, title,
      and interest of Executive in and to every idea, concept, invention, and
      improvement (whether patented or not) conceived by Executive and all copyrighted
      or copyrightable matter created by Executive during the Term hereof that relates
      to the Company’s business (collectively, “Creations”). Executive shall
      communicate promptly and disclose to the Company, in such form as the Company
      may request, all information, details, and data pertaining to each Creation.
      Every copyrightable Creation, regardless of whether copyright protection is
      sought or preserved by the Company, shall be “work for hire” as defined in 17
      U.S.C. § 101 and the Company shall own all rights in and to such matter
      throughout the world, without the payment of any royalty or other consideration
      to Executive or anyone claiming through Executive.





(b)  All
      right, title, and interest in and to any and all trademarks, trade names,
      service marks, and logos adopted, used, or considered for use by the Company
      during Executive’s employment (whether or not developed by Executive) to
      identify the Company’s products or services (collectively, the “Marks”) and all
      other materials, ideas, or other property conceived, created, developed,
      adopted, or improved by Executive solely or jointly during Executive’s
      employment by the Company and relating to its business, shall be owned
      exclusively by the Company. Executive shall not have, and will not claim to
      have, any right, title, or interest of any kind in or to the Marks or such
      other
      property.





(c)  Executive
      shall execute and deliver to the Company such formal transfers and assignments
      and such other documents as the Company may request to permit the Company (or
      its designee) to file and prosecute such registration applications and other
      documents it deems useful to protect its rights under this Agreement. Any idea,
      copyrightable matter, or other property relating to the Company’s business and
      disclosed by Executive prior to the first anniversary of the Date of Termination
      shall be deemed to be governed hereby unless proved by Executive to have been
      first conceived and made after the Date of Termination.





(d)  Executive
      acknowledges and understands that this Agreement does not apply to any invention
      that qualifies fully under the provisions of the Illinois Employee Patent Act,
      765 ILCS 1060 seq. (i.e., an invention for which no Company equipment, supplies,
      facility, or trade secret information was used and which was developed entirely
      on the employee’s own time and (1) does not relate to Company business and (2)
      does not result from any work performed by Executive for the
      Company).





11


11.  Successors .





(a)  This
      Agreement is personal to Executive and without the prior written consent of
      the
      Company shall not be assignable by Executive otherwise than by will or the
      laws
      of descent and distribution. This Agreement shall inure to the benefit of and
      be
      enforceable by Executive’s legal representatives.





(b)  This
      Agreement shall inure to the benefit of and be binding upon Company and the
      Company and their respective successors and assigns.





(c)  The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of its business
      and/or assets to assume expressly and agree to perform this Agreement in the
      same manner and to the same extent that the Company would be required to perform
      it if no such succession had taken place. As used in this Agreement, “Company”
shall mean as hereinbefore defined and any successor to its business and/or
      assets as aforesaid which assumes and agrees to perform this Agreement by
      operation of law, or otherwise.





12.  Arbitration .
      Any
      controversy or claim arising out of or relating to this Agreement, or the breach
      of this Agreement, other than claims for specific performance or injunctive
      relief pursuant to Section 9, shall be settled by arbitration before one
      arbitrator conducted in Chicago, Illinois, and judgment upon any award rendered
      by the arbitrator may be entered in any Illinois state or United States federal
      court sitting in Chicago, Illinois.





13.  Tax
      and Legal Considerations .





(a)  Golden
      Parachute Gross-Up Payment .
      In the
      event it shall be determined that any payments due under this Agreement would
      be
      subject to an excise tax imposed by Section 4999 of the Code, or any interest
      or
      penalties (an “Excise Tax”), then Executive shall be entitled to receive an
      additional payment (a “Gross-Up Payment”) in an amount such that after payment
      by Executive of Federal and state income tax and Excise Tax imposed upon the
      Gross-Up Payment, Executive will have received an amount of the Gross-Up Payment
      equal to the Excise Tax imposed upon such payments. All determinations required
      to be made under this Section 13(a), including whether and when a Gross-Up
      Payment is required and the amount of such Gross-Up Payment and the assumptions
      to be utilized in arriving at such determination, shall be made by the public
      accounting firm that is retained by the Company as of the date immediately
      prior
      to a Change-in-Control of the Corporation (the “Accounting Firm”) which shall
      provide detailed supporting calculations both to the Corporation and Executive.
      Any Gross-Up Payment, as determined pursuant to this Section 13(a), shall be
      paid by the Company to Executive within ten (10) days of the determination.
      The
      determination by the Accounting Firm shall be binding upon the Corporation
      and
      Executive.





(b)  Deferred
      Compensation Restrictions .
      It is
      intended that any amounts payable under this Agreement shall comply with the
      provisions of Section 409A of the Internal Revenue Code of 1986, as amended
      (the
“Code”), and the treasury regulations promulgated thereunder. To avoid any
      penalties or excise tax on Executive as imposed by Section 409A, required
      payments to Executive upon termination of his employment shall be distributed
      on
      the later of (i) the dates specified in this Agreement or (ii) six (6) months
      after Executive’s Date of Termination. The term “termination of employment” and
      other similar terms used in this Agreement shall be construed to have the same
      meaning as is given to the term “Separation from Service” in Section 409A.
      Executive and the Company agree to cooperate to make such other amendments
      to
      the terms of this Agreement as may be necessary to avoid the imposition of
      penalties and additional taxes under Section 409A of the Code.





12


14.  Miscellaneous .





(a)  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Illinois, without reference to principles of conflict of laws. The
      captions of this Agreement are not part of the provisions hereof and shall
      have
      no force or effect. This Agreement may not be amended or modified otherwise
      than
      by a written agreement executed by the parties hereto or their respective
      successors and legal representatives.





(b)  All
      notices and other communications hereunder shall be in writing and shall be
      given by hand delivery to the other party or by registered or certified mail,
      return receipt requested, postage prepaid, addressed as follows:


***If
                to Executive:***
            Patrick
                C. Shutt
              2020
                Technologies
              125
                South Wacker - Suite 319
              Chicago,
                IL 60606***with
                a copy to:***Mitchell
                D. Goldsmith, Esq.
              Shefsky
                & Froelich Ltd.
              111
                East Wacker Drive - Suite 2800
              Chicago,
                IL 60601***If
                to the Company:***
            Capital
                Growth Systems, Inc.
              50
                East Commerce Drive - Suite A
              Schaumburg,
                Illinois 60173***with
                a copy to:***Timothy
                R. Lavender, Esq.
              Kelley
                Drye & Warren LLP
              333
                West Wacker Drive Suite 2600
              Chicago,
                IL 60606





or
      to
      such other address as either party shall have furnished to the other in writing
      in accordance herewith. Notice and communications shall be effective when
      actually received by the addressees.





(c)  The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.





13


(d)  The
      Company may withhold from any amounts payable under this Agreement such Federal,
      state or local taxes as shall be required to be withheld pursuant to any
      applicable law or regulation.





(e)  Executive’s
      failure to insist upon strict compliance with any provision hereof shall not
      be
      deemed to be a waiver of such provision or any other provision
      thereof.





(f)  Words
      or
      terms used in this Agreement which connote the masculine gender are deemed
      to
      apply equally to female executives.





(g)  If
      any
      legal action or other proceeding is brought for the enforcement of this
      Agreement, or because of an alleged dispute, breach, default or
      misrepresentation in connection with any of the provisions of this Agreement,
      the prevailing party shall be entitled to recover reasonable attorneys’ fees,
      court costs and out-of-pocket expenses incurred in connection with that action
      or proceeding, in additional to any other relief which it or they may be
      entitled.





(h)  Failure
      by either party to insist upon strict compliance with any of the terms,
      covenants or conditions hereof shall not be deemed a waiver of such term,
      covenant or condition, nor shall any waiver or relinquishment of any right
      or
      remedy hereunder at any time be deemed a waiver or relinquishment of such right
      or remedy.





(i)  If
      any
      provision of this Agreement, as applied to any party or to any circumstance,
      shall be found by a court to be void, invalid or unenforceable, the same shall
      in no way affect any other provision of this Agreement or the application of
      any
      such provision in any other circumstance, or the validity or enforceability
      of
      this Agreement.





(j)  This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns. Except as expressly provided herein, the rights,
      benefits and obligations of Executive under this Agreement are personal to
      him,
      and any voluntary or involuntary alienation, assignment or transfer by Executive
      shall be null and void.





(k)  This
      Agreement contains the entire understanding of the parties hereto relating
      to
      the subject matter contained herein and supersedes all prior and collateral
      agreements, understandings, statements and negotiations of the parties. Each
      party acknowledges that no representations, inducements, promises or agreements,
      oral or written, with reference to the subject matter hereof have been made
      other than as expressly set forth herein. This Agreement may not be modified
      or
      rescinded except by a written agreement signed by both parties.





**[REMAINDER
      OF PAGE IS BLANK.]**





14


IN
      WITNESS WHEREOF, Executive has hereunto set his hand and, pursuant to the
      authorization from its Board of Directors, the Company has caused those present
      to be executed in its name on its behalf, all as of the day and year first
      above
      written.




COMPANY:
            
            EXECUTIVE:Capital
                Growth Systems, Inc./s/ PATRICK
                C. SHUTTBy:
            /s/
                Thomas G. Hudson
            
            Patrick
                C. ShuttThomas
                G. HudsonChief
                Executive OfficerDate:
            September
                8, 2006







15


**EXHIBIT
      A**





**RELEASE
      AGREEMENT**





Capital
      Growth Systems, Inc. (the “Company”) and Patrick C. Shutt (“Executive”) agree as
      follows:





WHEREAS,
      the Company and Executive are parties to that certain Employment Agreement
      dated
      September ___, 2006 (the “Employment Agreement”); and





WHEREAS,
      the Company and Executive have agreed to terminate the Employment Agreement
      releasing each other from all further obligations except those specifically
      identified therein as surviving such termination.





THEREFORE,
      in consideration of the covenants and obligations set forth below, the Company
      and Executive agree as follows:





1.  Separation
      from Employment .
      Executive’s employment with the Company will terminate on
      _________________.





2.  Severance .
      The
      Company agrees to pay Executive severance benefits in accordance with the terms
      of the Employment Agreement, as may be amended from time to time, commencing
      as
      soon as practicable following the expiration of the rescission period referred
      to below.





3.  Release
      of Claims .
      After
      adequate opportunity to review this Release Agreement and to obtain the advice
      of legal counsel of Executive’s choice, Executive hereby releases, acquits and
      forever discharges the Company, and all of its directors, officers, agents,
      employees, affiliates, parents, successors and assigns, from any and all
      liability whatsoever arising from or relating to (i) his employment by the
      Company, (ii) his separation from employment with the Company, or (iii) any
      other claim or liability, excluding liabilities from claims arising under this
      Release Agreement or under Sections 6(d) and 9 of the Employment Agreement,
      including those claims related to Executive’s vested Employee Options, vested
      Performance Options, Accrued Obligations, the obligations in paragraph 9(g)
      of
      the Employment Agreement, and any rights of indemnification from third party
      claims that existed prior to Executive’s termination. Subject to the foregoing,
      by this Release, Executive gives up any right to make a claim, bring a lawsuit,
      or otherwise seek money damages or court orders as a result of his employment
      by
      the Company, his separation from employment with the Company, or otherwise.
      Executive hereby acknowledges and intends that this Release applies to any
      statutory or common law claims which have arisen through the date of Executive’s
      signature below, including but not limited to, any and all claims of unpaid
      wages, stock options, wrongful termination, defamation, intentional or negligent
      infliction of emotional distress, negligence, breach of contract, fraud, and
      any
      claims under the Age Discrimination in Employment Act (ADEA), Title VII of
      the
      Civil Rights Act of 1964, the Americans with Disabilities Act, the Illinois
      Human Rights Act (IHRA), the Family and Medical Leave Act, the Employee
      Retirement Income Security Act, and any other local, state or federal statutes.
      Executive acknowledges that this Release includes all claims Executive is
      legally permitted to release and as such does not apply to any claim for
      reemployment benefits, nor does it preclude Executive from filing a charge
      of
      discrimination with the state Department of Human Rights or the federal Equal
      Employment Opportunity Commission although Executive would not be able to
      recover any damages if Executive filed such a charge. This Release includes
      but
      is not limited to all claims relating to Executive’s employment and the
      separation of Executive’s employment. This Release Agreement shall be binding
      upon Executive and upon his heirs, administrators, representatives, executors,
      successors and assigns. Notwithstanding anything to the contrary contained
      herein, in no event shall this Release Agreement constitute a release by
      Executive of his rights with respect to accrued benefits to which he would
      otherwise be entitled under any of the Company’s employee benefit plans,
      programs or other employee benefit arrangements (excluding any severance plans
      or arrangements).





A-1


4.  Entire
      Agreement .
      This
      Release Agreement contains the entire agreement between Executive and the
      Company with respect to the subject matter hereof. No modification or amendment
      to this Release Agreement shall be valid or binding unless made in writing
      and
      signed by the parties. This Release Agreement will be interpreted under the
      laws
      of Illinois.





5.  Notification
      of Rescission Rights .





(a)  This
      Release Agreement contains a release of certain legal rights which Executive
      may
      have under the ADEA or the IHRA. Executive should consult with an attorney
      regarding such release and other aspects of this Release Agreement before
      signing.





(b)  The
      termination of Executive’s employment by the Company will not be affected by
      Executive’s acceptance or failure to accept this Release Agreement. If Executive
      does not accept the terms hereof, or if Executive revokes his acceptance of
      this
      Release Agreement, the Company will not provide to him the benefits described
      herein.





(c)  Executive
      has twenty-one (21) days to consider whether or not to sign this agreement,
      starting from the date he first receives a copy of this agreement. Executive
      may
      sign this agreement at any time during this twenty-one (21) day
      period.





(d)  After
      Executive has accepted this Release Agreement by signing it, he may revoke
      his
      acceptance for a period of fifteen (15) days after the date he signed this
      Release Agreement. This Release Agreement will not be effective until this
      fifteen (15) day revocation period has expired.





(e)  If
      Executive wishes to revoke his acceptance of this Release Agreement he must
      notify the Company in writing within the fifteen (15) day revocation period.
      Such notice must be delivered to the Company in person or mailed by certified
      mail, return receipt requested, addressed to: Capital Growth Systems, Inc.,
      50
      East Commerce Drive, Suite A, Schaumburg, Illinois 60173, Attention: Board
      of
      Directors. If Executive fails to properly deliver or mail such written
      revocation as instructed, the revocation will not be effective.





A-2


I
      first
      received a copy of this Release Agreement on _____________________.




Date:
            
            
            EXECUTIVE:PATRICK C.
                SHUTT




I
      agree
      to accept the terms of this Release Agreement.




COMPANY:
            
            EXECUTIVE:CAPITAL
                GROWTH SYSTEMS, INC.By:
            
            
            PATRICK C.
                  SHUTTIts:Date:
            
            
            Date:








A-3