**EXHIBIT
      10.11**




THIS
      NOTE
      AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
      REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A)
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      (B) AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS
      NOT
      REQUIRED UNDER THE SECURITIES ACT, OR (C) AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH
      OF
      CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS
      OF
      ANY STATE OF THE UNITED STATES.




**CONVERTIBLE
      PROMISSORY NOTE**




$
            800,000
            
            September
                8, 2006





FOR
      VALUE
      RECEIVED, Capital
      Growth Systems, Inc .,
      a
      Florida corporation (the “Borrower”), hereby promises to pay to the order of
      Michael Balkin (the “Lender”), the principal sum of Eight Hundred Thousand
      ($800,000), together with interest thereon from the date of this Convertible
      Promissory Note (the “Note”). Simple interest shall accrue on the principal
      balance of this Note at eighteen percent (18%) per annum. The principal and
      accrued interest shall be due and payable by the Borrower on the Maturity
      Date.




This
      Note
      is one of the Notes issued pursuant to the Purchase Agreement dated as of
      August 23, 2006, pursuant to which this form of Note is attached as an
      exhibit (“Purchase Agreement”), and capitalized terms not defined herein shall
      have the meaning set forth in the Purchase Agreement.




1.  Payment .
      All
      payments shall be made in lawful money of the United States of America at the
      principal office of the Borrower, or at such other place as the holder hereof
      may from time to time designate in writing to the Borrower. Payment shall be
      credited first to Costs (as defined below), if any, then to accrued interest
      due
      and payable and any remainder applied to principal. Prepayment may be made
      in
      whole or part without penalty, and the Company shall fund prepayments as
      provided for in the Purchase Agreement. In connection with the delivery,
      acceptance, performance or enforcement of this Note, the Borrower hereby waives
      demand, notice, presentment, protest, notice of dishonor and other notice of
      any
      kind, and asserts to extensions of the time of payment, release, surrender
      or
      substitution of security, or forbearance or other indulgence, without notice.
      The Borrower agrees to pay all amounts under this Note without offset,
      deduction, claim, counterclaim, defense or recoupment, all of which are hereby
      waived.




2.  Amendments
      and Waivers; Resolutions of Dispute; Notice .
      The
      amendment or waiver of any term of this Note, the resolution of any controversy
      or claim arising out of or relating to this Note and the provision of notice
      shall be conducted pursuant to the terms of the Purchase Agreement.







3.  Successors
      and Assigns .
      This
      Note applies to, inures to the benefit of, and binds the successors and assigns
      of the parties hereto; provided, however, that the Borrower may not assign
      its
      obligations under this Note without the written consent of the Servicer or
      Majority Note Holders and the Lender may not, without the written consent of
      the
      Borrower (which shall not be unreasonably withheld), assign all or any portion
      of this Note to any person or entity. Any transfer of this Note may be effected
      only pursuant to the Purchase Agreement and by surrender of this Note to the
      Borrower and reissuance of a new note to the transferee, who agrees in writing
      in form satisfactory to Lender to be bound by the terms of the Purchase
      Agreement. The Lender and any subsequent holder of this Note receives this
      Note
      subject to the foregoing terms and conditions, and agrees to comply with the
      foregoing terms and conditions for the benefit of the Borrower and any other
      Lenders.




4.  Officers
      and Directors not Liable .
      In no
      event shall any officer or director of the Borrower or Servicer be liable for
      any amounts due and payable pursuant to this Note.




5.  Expenses .
      The
      Borrower and hereby agrees, subject only to any limitation imposed by applicable
      law, to pay all expenses, including reasonable attorneys’ fees and legal
      expenses, incurred by the holder of this Note (“Costs”) in endeavoring to
      collect any amounts payable hereunder which are not paid when due, whether
      by
      declaration or otherwise. The Borrower agrees that any delay on the part of
      the
      holder in exercising any rights hereunder will not operate as a waiver of such
      rights. The holder of this Note shall not by any act, delay, omission or
      otherwise be deemed to have waived any of its rights or remedies, and no waiver
      of any kind shall be valid unless in writing and signed by the party or parties
      waiving such rights or remedies.




6.  Governing
      Law .
      This
      Note shall be governed by and construed under the laws of the State of Illinois
      as applied to other instruments made by Illinois residents to be performed
      entirely within the State of Illinois. Any dispute with respect to this Note
      shall be litigated in the state or federal courts situated in Cook County,
      Illinois.




7.  Approval .
      The
      Borrower hereby represents that it has approved the Borrower’s execution of this
      Note based upon a reasonable belief that the principal provided hereunder is
      appropriate for the Borrower after reasonable inquiry concerning the Borrower’s
      financing objectives and financial situation. In addition, the Borrower hereby
      represents that it intends to use the principal of this Note primarily for
      the
      operations of its business, and not for any personal, family or household
      purpose.




IN
      WITNESS WHEREOF, the Borrower has executed this Note on the day and year first
      above written.




Capital
                Growth Systems, Inc..By:
            /s/
                Thomas G. HudsonIts:
            Thomas
                G. Hudson
              Chief
                Executive Officer







**Schedule
          to Exhibit 10.11**
 
 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
              
              $
              2,250,000
              
              
              September
                  8, 2006Mellon
                  Enterprises, Limited Partnership
              
              $
              495,000
              
              
              September
                  8, 2006David
                  J. Lies
              
              $
              800,000
              
              
              September
                  8, 2006Albert
                  Pick III
              
              $
              107,096
              
              
              September
                  8, 2006Norman
                  Siegel
              
              $
              200,000
              
              
              September
                  8, 2006Dr.
                  Fred Edminson
              
              $
              101,764
              
              
              September
                  8, 2006Nicholas
                  D’Andrea
              
              $
              25,441
              
              
              September
                  8, 2006Jeffrey
                  A. Thompson
              
              $
              25,374
              
              
              September
                  8, 2006Michael
                  Reardon
              
              $
              25,307
              
              
              September
                  8, 2006Rosalie
                  D’Andrea
              
              $
              20,338
              
              
              September
                  8, 2006Dr.
                  Joseph Marconi
              
              $
              15,282
              
              
              September
                  8, 2006Richard
                  Rizzo
              
              $
              51,900
              
              
              September
                  8, 2006Scott
                  Mitchell
              
              $
              101,151
              
              
              September
                  8, 2006John
                  Lindon
              
              $
              101,151
              
              
              September
                  8, 2006Robert
                  Donofrio
              
              $
              30,184
              
              
              September
                  8, 2006Richard
                  A. Levy
              
              $
              100,000
              
              
              September
                  8, 2006Hyatt
                  Johnson Capital LLC
              
              $
              56,250
              
              
              September
                  8, 2006Jason
                  Hyatt
              
              $
              28,125
              
              
              September
                  8, 2006Jason
                  Hyatt
              
              $
              11,250
              
              
              September
                  8, 2006Cabrien,
                  Inc.
              
              $
              56,250
              
              
              September
                  8, 2006Philip
                  C. Cohen
              
              $
              28,125
              
              
              September
                  8, 2006Michael
                  Demnicki
              
              $
              56,250
              
              
              September
                  8, 2006John
                  Murrens
              
              $
              22,500
              
              
              September
                  8, 2006Thomas
                  R. Murrens
              
              $
              22,500
              
              
              September
                  8, 2006Raymond
                  Cahnman
              
              $
              56,250
              
              
              September
                  8, 2006Michael
                  Joss
              
              $
              16,875
              
              
              September
                  8, 2006Garry
                  Lakin
              
              $
              28,125
              
              
              September
                  8, 2006Donald
                  O. Johnson
              
              $
              28,125
              
              
              September
                  8, 2006LaSalle
                  20/20 Lender, LLC
              
              $
              325,013
              
              
              September
                  8, 2006Sam
                  Sallerson
              
              $
              56,250
              
              
              September
                  8, 2006Jonathon
                  Piser
              
              $
              11,250
              
              
              September
                  8, 2006Aldia
                  Trust
              
              $
              28,125
              
              
              September
                  8, 2006Thomas
                  G. Hudson
              
              $
              100,153
              
              
              September
                  8, 2006Patrick
                  Shutt
              
              $
              50,964
              
              
              September
                  8, 2006Scott
                  Mitchell
              
              $
              250,000
              
              
              September
                  21, 2006Norman
                  Siegel
              
              $
              100,000
              
              
              October
                  3, 2006Gerald
                  F. Rozek
              
              $
              400,000
              
              
              October
                  5, 2006Warren
                  Iola
              
              $
              150,000
              
              
              October
                  11, 2006Lou
                  Orenstein
              
              $
              50,000
              
              
              October
                  17, 2006