Unassociated Document


     

    
      Exhibit
        10.15

       

      EXHIBIT
        F

       

      SUBSIDIARY
        GUARANTEE

       

      SUBSIDIARY
        GUARANTEE, dated as of November __, 2008 (this “Guarantee”), made by each of the
        signatories hereto (together with any other entity that may become a party
        hereto as provided herein, the “Guarantors”), in favor of the purchasers
        signatory (together with their permitted assigns, the “Purchasers”) to that
        certain Securities Purchase Agreement, dated as of the date hereof, between
        Capital
        Growth Systems, Inc.,
        a
        Florida corporation (the “Company”) and the Purchasers. 

       

      WITNESSETH:

       

      WHEREAS,
        pursuant to that certain Securities Purchase Agreement, dated as of the date
        hereof, by and between the Company and the Purchasers (the “Purchase
        Agreement”), the Company has agreed to sell and issue to the Purchasers, and the
        Purchasers have agreed to purchase from the Company the Company’s Original Issue
        Discount Secured
        Convertible Debentures, due seven years following their issuance (the
“Debentures”), subject to the terms and conditions set forth therein;
        and

       

      WHEREAS,
        each Guarantor will directly benefit from the extension of credit to the
        Company
        represented by the issuance of the Debentures; and 

       

      NOW,
        THEREFORE, in consideration of the premises and to induce the Purchasers
        to
        enter into the Purchase Agreement and to carry out the transactions contemplated
        thereby, each Guarantor hereby agrees with the Purchasers as
        follows:

       

      1. Definitions.
        Unless otherwise defined herein, terms defined in the Purchase Agreement
        and
        used herein shall have the meanings given to them in the Purchase Agreement.
        The
        words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import
        when used in this Guarantee shall refer to this Guarantee as a whole and
        not to
        any particular provision of this Guarantee, and Section and Schedule references
        are to this Guarantee unless otherwise specified. The meanings given to terms
        defined herein shall be equally applicable to both the singular and plural
        forms
        of such terms. The following terms shall have the following
        meanings:

       

      “Guarantee”
        means this Subsidiary Guarantee, as the same may be amended, supplemented
        or
        otherwise modified from time to time.

       

      “Obligations”
        means, in addition to all other costs and expenses of collection incurred
        by
        Purchasers in enforcing any of such Obligations and/or this Guarantee, all
        of
        the liabilities and obligations (primary, secondary, direct, contingent,
        sole,
        joint or several) due or to become due, or that are now or may be hereafter
        contracted or acquired, or owing to, of the Company or any Guarantor to the
        Purchasers, including, without limitation, all obligations under this Guarantee,
        the Debentures and any other instruments, agreements or other documents executed
        and/or delivered in connection herewith or therewith, in each case, whether
        now
        or hereafter existing, voluntary or involuntary, direct or indirect, absolute
        or
        contingent, liquidated or unliquidated, whether or not jointly owed with
        others,
        and whether or not from time to time decreased or extinguished and later
        increased, created or incurred, and all or any portion of such obligations
        or
        liabilities that are paid, to the extent all or any part of such payment
        is
        avoided or recovered directly or indirectly from any of the Purchasers as
        a
        preference, fraudulent transfer or otherwise as such obligations may be amended,
        supplemented, converted, extended or modified from time to time. Without
        limiting the generality of the foregoing, the term “Obligations” shall include,
        without limitation: (i) principal of, and interest on the Debentures and
        the
        loans extended pursuant thereto; (ii) any and all other fees, indemnities,
        costs, obligations and liabilities of the Company or any Guarantor from time
        to
        time under or in connection with this Guarantee, the Debentures and any other
        instruments, agreements or other documents executed and/or delivered in
        connection herewith or therewith; and (iii) all amounts (including but not
        limited to post-petition interest) in respect of the foregoing that would
        be
        payable but for the fact that the obligations to pay such amounts are
        unenforceable or not allowable due to the existence of a bankruptcy,
        reorganization or similar proceeding involving the Company or any Guarantor.
        


      
        
          
          

        

        
          S1-1

          
            

          

        

        
          
          

        

      


      2. Guarantee.

       

      (a) Guarantee.

       

      (i) The
        Guarantors hereby, jointly and severally, unconditionally and irrevocably,
        guarantee to the Purchasers and their respective successors, indorsees,
        transferees and assigns, the prompt and complete payment and performance
        when
        due (whether at the stated maturity, by acceleration or otherwise) of the
        Obligations. 

       

      (ii) Anything
        herein or in any other Transaction Document to the contrary notwithstanding,
        the
        maximum liability of each Guarantor hereunder and under the other Transaction
        Documents shall in no event exceed the amount which can be guaranteed by
        such
        Guarantor under applicable federal and state laws, including laws relating
        to
        the insolvency of debtors, fraudulent conveyance or transfer or laws affecting
        the rights of creditors generally (after giving effect to the right of
        contribution established in Section
        2(b)).
        

       

      (iii) Each
        Guarantor agrees that the Obligations may at any time and from time to time
        exceed the amount of the liability of such Guarantor hereunder without impairing
        the guarantee contained in this Section
        2
        or affecting the rights and remedies of the Purchasers hereunder.

       

      (iv) The
        guarantee contained in this Section
        2
        shall remain in full force and effect until all the Obligations and the
        obligations of each Guarantor under the guarantee contained in this Section
        2
        shall have been satisfied by indefeasible payment in full. 

       

      (v) No
        payment made by the Company, any of the Guarantors, any other guarantor or
        any
        other Person or received or collected by the Purchasers from the Company,
        any of
        the Guarantors, any other guarantor or any other Person by virtue of any
        action
        or proceeding or any set-off or appropriation or application at any time
        or from
        time to time in reduction of or in payment of the Obligations shall be deemed
        to
        modify, reduce, release or otherwise affect the liability of any Guarantor
        hereunder which shall, notwithstanding any such payment (other than any payment
        made by such Guarantor in respect of the Obligations or any payment received
        or
        collected from such Guarantor in respect of the Obligations), remain liable
        for
        the Obligations up to the maximum liability of such Guarantor hereunder until
        the Obligations are indefeasibly paid in full.

       

      (vi) Notwithstanding
        anything to the contrary in this Guarantee, with respect to any defaulted
        non-monetary Obligations the specific performance of which by the Guarantors
        is
        not reasonably possible (e.g. the issuance of the Company's Common Stock),
        the
        Guarantors shall only be liable for making the Purchasers whole on a monetary
        basis for the Company's failure to perform such Obligations in accordance
        with
        the Transaction Documents. 

       

      (b) Right
        of Contribution.
        Subject to Section
        2(c),
        each Guarantor hereby agrees that to the extent that a Guarantor shall have
        paid
        more than its proportionate share of any payment made hereunder, such Guarantor
        shall be entitled to seek and receive contribution from and against any other
        Guarantor hereunder which has not paid its proportionate share of such payment.
        Each Guarantor's right of contribution shall be subject to the terms and
        conditions of Section
        2(c).
        The provisions of this Section
        2(b)
        shall in no respect limit the obligations and liabilities of any Guarantor
        to
        the Purchasers and each Guarantor shall remain liable to the Purchasers for
        the
        full amount guaranteed by such Guarantor hereunder.


      
        
          
          

        

        
          S1-2

          
            

          

        

        
          
          

        

      


      (c) No
        Subrogation.
        Notwithstanding any payment made by any Guarantor hereunder or any set-off
        or
        application of funds of any Guarantor by the Purchasers, no Guarantor shall
        be
        entitled to be subrogated to any of the rights of the Purchasers against
        the
        Company or any other Guarantor or any collateral security or guarantee or
        right
        of offset held by the Purchasers for the payment of the Obligations, nor
        shall
        any Guarantor seek or be entitled to seek any contribution or reimbursement
        from
        the Company or any other Guarantor in respect of payments made by such Guarantor
        hereunder, until all amounts owing to the Purchasers by the Company on account
        of the Obligations are indefeasibly paid in full. If any amount shall be
        paid to
        any Guarantor on account of such subrogation rights at any time when all
        of the
        Obligations shall not have been paid in full, such amount shall be held by
        such
        Guarantor in trust for the Purchasers, segregated from other funds of such
        Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned
        over
        to the Purchasers in the exact form received by such Guarantor (duly indorsed
        by
        such Guarantor to the Purchasers, if required), to be applied against the
        Obligations, whether matured or unmatured, in such order as the Purchasers
        may
        determine.

       

      (d) Amendments,
        Etc. With Respect to the Obligations.
        Each Guarantor shall remain obligated hereunder notwithstanding that, without
        any reservation of rights against any Guarantor and without notice to or
        further
        assent by any Guarantor, any demand for payment of any of the Obligations
        made
        by the Purchasers may be rescinded by the Purchasers and any of the Obligations
        continued, and the Obligations, or the liability of any other Person upon
        or for
        any part thereof, or any collateral security or guarantee therefor or right
        of
        offset with respect thereto, may, from time to time, in whole or in part,
        be
        renewed, extended, amended, modified, accelerated, compromised, waived,
        surrendered or released by the Purchasers, and the Purchase Agreement and
        the
        other Transaction Documents and any other documents executed and delivered
        in
        connection therewith may be amended, modified, supplemented or terminated,
        in
        whole or in part, as the Purchasers may deem advisable from time to time,
        and
        any collateral security, guarantee or right of offset at any time held by
        the
        Purchasers for the payment of the Obligations may be sold, exchanged, waived,
        surrendered or released. The Purchasers shall have no obligation to protect,
        secure, perfect or insure any Lien at any time held by them as security for
        the
        Obligations or for the guarantee contained in this Section
        2
        or any property subject thereto. 

       

      (e) Guarantee
        Absolute and Unconditional.
        Each Guarantor waives any and all notice of the creation, renewal, extension
        or
        accrual of any of the Obligations and notice of or proof of reliance by the
        Purchasers upon the guarantee contained in this Section
        2
        or acceptance of the guarantee contained in this Section
        2;
        the Obligations, and any of them, shall conclusively be deemed to have been
        created, contracted or incurred, or renewed, extended, amended or waived,
        in
        reliance upon the guarantee contained in this Section
        2;
        and all dealings between the Company and any of the Guarantors, on the one
        hand,
        and the Purchasers, on the other hand, likewise shall be conclusively presumed
        to have been had or consummated in reliance upon the guarantee contained
        in this
Section
        2.
        Each Guarantor waives to the extent permitted by law diligence, presentment,
        protest, demand for payment and notice of default or nonpayment to or upon
        the
        Company or any of the Guarantors with respect to the Obligations. Each Guarantor
        understands and agrees that the guarantee contained in this Section
        2
        shall be construed as a continuing, absolute and unconditional guarantee
        of
        payment and performance without regard to (a) the validity or enforceability
        of
        the Purchase Agreement or any other Transaction Document, any of the Obligations
        or any other collateral security therefor or guarantee or right of offset
        with
        respect thereto at any time or from time to time held by the Purchasers,
        (b) any
        defense, set-off or counterclaim (other than a defense of payment or performance
        or fraud by Purchasers) which may at any time be available to or be asserted
        by
        the Company or any other Person against the Purchasers, or (c) any other
        circumstance whatsoever (with or without notice to or knowledge of the Company
        or such Guarantor) which constitutes, or might be construed to constitute,
        an
        equitable or legal discharge of the Company for the Obligations, or of such
        Guarantor under the guarantee contained in this Section
        2,
        in bankruptcy or in any other instance. When making any demand hereunder
        or
        otherwise pursuing its rights and remedies hereunder against any Guarantor,
        the
        Purchasers may, but shall be under no obligation to, make a similar demand
        on or
        otherwise pursue such rights and remedies as they may have against the Company,
        any other Guarantor or any other Person or against any collateral security
        or
        guarantee for the Obligations or any right of offset with respect thereto,
        and
        any failure by the Purchasers to make any such demand, to pursue such other
        rights or remedies or to collect any payments from the Company, any other
        Guarantor or any other Person or to realize upon any such collateral security
        or
        guarantee or to exercise any such right of offset, or any release of the
        Company, any other Guarantor or any other Person or any such collateral
        security, guarantee or right of offset, shall not relieve any Guarantor of
        any
        obligation or liability hereunder, and shall not impair or affect the rights
        and
        remedies, whether express, implied or available as a matter of law, of the
        Purchasers against any Guarantor. For the purposes hereof, “demand” shall
        include the commencement and continuance of any legal
        proceedings.


      
        
          
          

        

        
          S1-3

          
            

          

        

        
          
          

        

      


      (f) Reinstatement.
        The guarantee contained in this Section
        2
        shall continue to be effective, or be reinstated, as the case may be, if
        at any
        time payment, or any part thereof, of any of the Obligations is rescinded
        or
        must otherwise be restored or returned by the Purchasers upon the insolvency,
        bankruptcy, dissolution, liquidation or reorganization of the Company or
        any
        Guarantor, or upon or as a result of the appointment of a receiver, intervenor
        or conservator of, or trustee or similar officer for, the Company or any
        Guarantor or any substantial part of its property, or otherwise, all as though
        such payments had not been made.

       

      (g) Payments.
        Each Guarantor hereby guarantees that payments hereunder will be paid to
        the
        Purchasers without set-off or counterclaim in U.S. dollars at the address
        set
        forth or referred to in the Signature Pages to the Purchase
        Agreement.

       

      3. Representations
        and Warranties.
        Each Guarantor hereby makes the following representations and warranties
        to
        Purchasers as of the date hereof:

       

      (a) Organization
        and Qualification.
        The Guarantor is a corporation
        or limited liability company,
        duly incorporated or organized, validly existing and in good standing under
        the
        laws of the applicable jurisdiction set forth on Schedule
        1,
        with the requisite corporate power and authority to own and use its properties
        and assets and to carry on its business as currently conducted. The Guarantor
        has no subsidiaries other than those identified as such on the Disclosure
        Schedules to the Purchase Agreement. The Guarantor is duly qualified to do
        business and is in good standing as a foreign corporation in each jurisdiction
        in which the nature of the business conducted or property owned by it makes
        such
        qualification necessary, except where the failure to be so qualified or in
        good
        standing, as the case may be, could not, individually or in the aggregate,
        (x)
        adversely affect the legality, validity or enforceability of any of this
        Guaranty in any material respect, (y) have a material adverse effect on the
        results of operations, assets, prospects, or financial condition of the
        Guarantor or (z) adversely impair in any material respect the Guarantor's
        ability to perform fully on a timely basis its obligations under this Guaranty
        (a “Material Adverse Effect”).

       

      (b) Authorization;
        Enforcement.
        The Guarantor has the requisite corporate or limited liability company power
        and
        authority to enter into and to consummate the transactions contemplated by
        this
        Guaranty, and otherwise to carry out its obligations hereunder. The execution
        and delivery of this Guaranty by the Guarantor and the consummation by it
        of the
        transactions contemplated hereby have been duly authorized by all requisite
        corporate or limited liability company action on the part of the Guarantor.
        This
        Guaranty has been duly executed and delivered by the Guarantor and constitutes
        the valid and binding obligation of the Guarantor enforceable against the
        Guarantor in accordance with its terms, except as such enforceability may
        be
        limited by applicable bankruptcy, insolvency, reorganization, moratorium,
        liquidation or similar laws relating to, or affecting generally the enforcement
        of, creditors' rights and remedies or by other equitable principles of general
        application.


      
        
          
          

        

        
          S1-4

          
            

          

        

        
          
          

        

      


      (c) No
        Conflicts.
        The execution, delivery and performance of this Guaranty by the Guarantor
        and
        the consummation by the Guarantor of the transactions contemplated thereby
        do
        not and will not (i) conflict with or violate any provision of its Certificate
        of Incorporation, By-laws or other organizational documents or (ii) conflict
        with, constitute a default (or an event which with notice or lapse of time
        or
        both would become a default) under, or give to others any rights of termination,
        amendment, acceleration or cancellation of, any agreement, indenture or
        instrument to which the Guarantor is a party, or (iii) result in a violation
        of
        any law, rule, regulation, order, judgment, injunction, decree or other
        restriction of any court or governmental authority to which the Guarantor
        is
        subject (including Federal and State securities laws and regulations), or
        by
        which any material property or asset of the Guarantor is bound or affected,
        except in the case of each of clauses (ii) and (iii), such conflicts, defaults,
        terminations, amendments, accelerations, cancellations and violations as
        could
        not, individually or in the aggregate, have or result in a Material Adverse
        Effect. The business of the Guarantor is not being conducted in violation
        of any
        law, ordinance or regulation of any governmental authority, except for
        violations which, individually or in the aggregate, do not have a Material
        Adverse Effect.

       

      (d) Consents
        and Approvals.
        The Guarantor is not required to obtain any consent, waiver, authorization
        or
        order of, or make any filing or registration with, any court or other federal,
        state, local, foreign or other governmental authority or other person in
        connection with the execution, delivery and performance by the Guarantor
        of this
        Guaranty.

       

      (e) Purchase
        Agreement.
        The representations and warranties of the Company set forth in the Purchase
        Agreement as they relate to such Guarantor, each of which is hereby incorporated
        herein by reference, are true and correct as of each time such representations
        are deemed to be made pursuant to such Purchase Agreement, and the Purchasers
        shall be entitled to rely on each of them as if they were fully set forth
        herein, provided that each reference in each such representation and warranty
        to
        the Company's knowledge shall, for the purposes of this Section
        3,
        be deemed to be a reference to such Guarantor's knowledge. 

       

      (f) Foreign
        Law.
        Each Guarantor has consulted with appropriate foreign legal counsel with
        respect
        to any of the above representations for which non-U.S. law is applicable.
        Such
        foreign counsel have advised each applicable Guarantor that such counsel
        knows
        of no reason why any of the above representations would not be true and
        accurate. Such foreign counsel were provided with copies of this Subsidiary
        Guarantee and the Transaction Documents prior to rendering their advice.
        

       

      4. Covenants.
        

       

      (a) Each
        Guarantor covenants and agrees with the Purchasers that, from and after the
        date
        of this Guarantee until the Obligations shall have been indefeasibly paid
        in
        full, such Guarantor shall take, and/or shall refrain from taking, as the
        case
        may be, each commercially reasonable action that is necessary to be taken
        or not
        taken, as the case may be, so that no Event of Default (as defined in the
        Debentures) is caused by the failure to take such action or to refrain from
        taking such action by such Guarantor. 

       

      (b) So
        long as any of the Obligations are outstanding, unless Purchasers holding
        at
        least 67%
        of the aggregate principal amount of the then outstanding Debentures shall
        otherwise consent in writing, each Guarantor will not directly or indirectly
        on
        or after the date of this Guarantee:


      
        
          
          

        

        
          S1-5

          
            

          

        

        
          
          

        

      


      (i) other
        than Permitted Indebtedness, enter into, create, incur, assume or suffer
        to
        exist any indebtedness for borrowed money of any kind, including but not
        limited
        to, a guarantee, on or with respect to any of its property or assets now
        owned
        or hereafter acquired or any interest therein or any income or profits
        therefrom;

       

      (ii) other
        than Permitted Liens, enter into, create, incur, assume or suffer to exist
        any
        liens of any kind, on or with respect to any of its property or assets now
        owned
        or hereafter acquired or any interest therein or any income or profits
        therefrom;

       

      (iii) amend
        its certificate of incorporation, bylaws or other charter documents so as
        to
        adversely affect any rights of any Purchaser;

       

      (iv) repay,
        repurchase or offer to repay, repurchase or otherwise acquire more than a
        de
        minimis number of shares of its securities or debt obligations; 

       

      (v) pay
        cash dividends on any equity securities of the Company, provided that nothing
        contained herein shall prohibit the payment of intracompany dividends in
        the
        ordinary course of business consistent with past practice to any parent owning
        100% of the equity securities of the Guarantor;

       

      (vi) enter
        into any transaction with any Affiliate of the Guarantor which would be required
        to be disclosed in any public filing of the Company with the Commission,
        unless
        such transaction is made on an arm’s-length basis and expressly approved by a
        majority of the disinterested directors of the Company (even if less than
        a
        quorum otherwise required for board approval); or

       

      (vii) enter
        into any agreement with respect to any of the foregoing.

       

      5. Miscellaneous.

       

      (a) Amendments
        in Writing.
        None of the terms or provisions of this Guarantee may be waived, amended,
        supplemented or otherwise modified except in writing by the Purchasers holding
        67% or more in principal amount of the Debentures then outstanding.

       

      (b) Notices.
        All notices, requests and demands to or upon the Purchasers or any Guarantor
        hereunder shall be effected in the manner provided for in the Purchase
        Agreement, provided that any such notice, request or demand to or upon any
        Guarantor shall be addressed to such Guarantor at its notice address set
        forth
        on Schedule
        5(b).

       

      (c) No
        Waiver By Course Of Conduct; Cumulative Remedies.
        The Purchasers shall not by any act (except by a written instrument pursuant
        to
Section
        5(a)),
        delay, indulgence, omission or otherwise be deemed to have waived any right
        or
        remedy hereunder or to have acquiesced in any default under the Transaction
        Documents or Event of Default. No failure to exercise, nor any delay in
        exercising, on the part of the Purchasers, any right, power or privilege
        hereunder shall operate as a waiver thereof. No single or partial exercise
        of
        any right, power or privilege hereunder shall preclude any other or further
        exercise thereof or the exercise of any other right, power or privilege.
        A
        waiver by the Purchasers of any right or remedy hereunder on any one occasion
        shall not be construed as a bar to any right or remedy which the Purchasers
        would otherwise have on any future occasion. The rights and remedies herein
        provided are cumulative, may be exercised singly or concurrently and are
        not
        exclusive of any other rights or remedies provided by law.


      
        
          
          

        

        
          S1-6

          
            

          

        

        
          
          

        

      


      (d) Enforcement
        Expenses; Indemnification.

       

      (i) Each
        Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and
        expenses incurred in collecting against such Guarantor under the guarantee
        contained in Section
        2
        or otherwise enforcing or preserving any rights under this Guarantee and
        the
        other Transaction Documents to which such Guarantor is a party, including,
        without limitation, the reasonable fees and disbursements of counsel to the
        Purchasers.

       

      (ii) Each
        Guarantor agrees to pay, and to save the Purchasers harmless from, any and
        all
        liabilities with respect to, or resulting from any delay in paying, any and
        all
        stamp, excise, sales or other taxes which may be payable or determined to
        be
        payable in connection with any of the transactions contemplated by this
        Guarantee.

       

      (iii) Each
        Guarantor agrees to pay, and to save the Purchasers harmless from, any and
        all
        liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits,
        costs, expenses or disbursements of any kind or nature whatsoever with respect
        to the execution, delivery, enforcement, performance and administration of
        this
        Guarantee to the extent the Company would be required to do so pursuant to
        the
        Purchase Agreement.

       

      (iv) The
        agreements in this Section shall survive repayment of the Obligations and
        all
        other amounts payable under the Purchase Agreement and the other Transaction
        Documents. 

       

      (e) Successor
        and Assigns.
        This Guarantee shall be binding upon the successors and assigns of each
        Guarantor and shall inure to the benefit of the Purchasers and their respective
        successors and assigns; provided that no Guarantor may assign, transfer or
        delegate any of its rights or obligations under this Guarantee without the
        prior
        written consent of the Purchasers.

       

      (f) Set-Off.
        Each Guarantor hereby irrevocably authorizes the Purchasers at any time and
        from
        time to time while an Event of Default under any of the Transaction Documents
        shall have occurred and be continuing, without notice to such Guarantor or
        any
        other Guarantor, any such notice being expressly waived by each Guarantor,
        to
        set-off and appropriate and apply any and all deposits, credits, indebtedness
        or
        claims, in any currency, in each case whether direct or indirect, absolute
        or
        contingent, matured or unmatured, at any time held or owing by the Purchasers
        to
        or for the credit or the account of such Guarantor, or any part thereof in
        such
        amounts as the Purchasers may elect, against and on account of the obligations
        and liabilities of such Guarantor to the Purchasers hereunder and claims
        of
        every nature and description of the Purchasers against such Guarantor, in
        any
        currency, whether arising hereunder, under the Purchase Agreement, any other
        Transaction Document or otherwise, as the Purchasers may elect, whether or
        not
        the Purchasers have made any demand for payment and although such obligations,
        liabilities and claims may be contingent or unmatured. The Purchasers shall
        notify such Guarantor promptly of any such set-off and the application made
        by
        the Purchasers of the proceeds thereof, provided that the failure to give
        such
        notice shall not affect the validity of such set-off and application. The
        rights
        of the Purchasers under this Section are in addition to other rights and
        remedies (including, without limitation, other rights of set-off) which the
        Purchasers may have.

       

      (g) Counterparts.
        This Guarantee may be executed by one or more of the parties to this Guarantee
        on any number of separate counterparts (including by telecopy), and all of
        said
        counterparts taken together shall be deemed to constitute one and the same
        instrument. 

       

      (h) Severability.
        Any provision of this Guarantee which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction. 


      
        
          
          

        

        
          S1-7

          
            

          

        

        
          
          

        

      


      (i) Section
        Headings.
        The Section headings used in this Guarantee are for convenience of reference
        only and are not to affect the construction hereof or be taken into
        consideration in the interpretation hereof.

       

      (j) Integration.
        This Guarantee and the other Transaction Documents represent the agreement
        of
        the Guarantors and the Purchasers with respect to the subject matter hereof
        and
        thereof, and there are no promises, undertakings, representations or warranties
        by the Purchasers relative to subject matter hereof and thereof not expressly
        set forth or referred to herein or in the other Transaction
        Documents.

       

      (k) Governing
        Laws.
        All questions concerning the construction, validity, enforcement and
        interpretation of this Guarantee shall be governed by and construed and enforced
        in accordance with the internal laws of the State of New York, without regard
        to
        the principles of conflicts of law thereof. Each of the Company and the
        Guarantors agree that all proceedings concerning the interpretations,
        enforcement and defense of the transactions contemplated by this Guarantee
        (whether brought against a party hereto or its respective affiliates, directors,
        officers, shareholders, partners, members, employees or agents) shall be
        commenced exclusively in the state and federal courts sitting in the City
        of New
        York, Borough of Manhattan. Each of the Company and the Guarantors hereby
        irrevocably submits to the exclusive jurisdiction of the state and federal
        courts sitting in the City of New York, Borough of Manhattan for the
        adjudication of any dispute hereunder or in connection herewith or with any
        transaction contemplated hereby or discussed herein, and hereby irrevocably
        waives, and agrees not to assert in any proceeding, any claim that it is
        not
        personally subject to the jurisdiction of any such court, that such proceeding
        is improper. Each party hereto hereby irrevocably waives personal service
        of
        process and consents to process being served in any such proceeding by mailing
        a
        copy thereof via registered or certified mail or overnight delivery (with
        evidence of delivery) to such party at the address in effect for notices
        to it
        under this Guarantee and agrees that such service shall constitute good and
        sufficient service of process and notice thereof. Nothing contained herein
        shall
        be deemed to limit in any way any right to serve process in any manner permitted
        by law. Each party hereto hereby irrevocably waives, to the fullest extent
        permitted by applicable law, any and all right to trial by jury in any legal
        proceeding arising out of or relating to this Guarantee or the transactions
        contemplated hereby.

       

      (l) Acknowledgements.
        Each Guarantor hereby acknowledges that:

       

      (i) it
        has been advised by counsel in the negotiation, execution and delivery of
        this
        Guarantee and the other Transaction Documents to which it is a party;


       

      (ii) the
        Purchasers have no fiduciary relationship with or duty to any Guarantor arising
        out of or in connection with this Guarantee or any of the other Transaction
        Documents, and the relationship between the Guarantors, on the one hand,
        and the
        Purchasers, on the other hand, in connection herewith or therewith is solely
        that of debtor and creditor; and 

       

      (iii) no
        joint venture is created hereby or by the other Transaction Documents or
        otherwise exists by virtue of the transactions contemplated hereby among
        the
        Guarantors and the Purchasers. 


      
        
          
          

        

        
          S1-8

          
            

          

        

        
          
          

        

      


      (m) Additional
        Guarantors.
        The Company shall cause each of its subsidiaries formed or acquired on or
        subsequent to the date hereof to become a Guarantor for all purposes of this
        Guarantee by executing and delivering an Assumption Agreement in the form
        of
Annex
        1
        hereto.

       

      (n) Release
        of Guarantors.
        Each Guarantor will be released from all liability hereunder concurrently
        with
        the indefeasible repayment in full of all amounts owed under the Purchase
        Agreement, the Debentures and the other Transaction Documents. 

       

      (o) Seniority.
        Except as set forth in Schedule 3.1(ff) of the Purchase Agreement, the
        Obligations of each of the Guarantors hereunder rank senior in priority to
        any
        other Indebtedness (as defined in the Purchase Agreement) of such
        Guarantor.
        

       

      (p) Waiver
        of Jury Trial.
        EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASERS,
        HEREBY
        IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
        PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM
        THEREIN.


      
        
          
          

        

        
          S1-9

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be
        duly
        executed and delivered as of the date first above written.

       

      
        
          	
                  20/20
                    Technologies, Inc.

                	 	
                  Magenta
                    netLogic, Limited

                
	 	 	 
	 	 	 
	
                  By:

                	 	 	
                  By:

                	 
	
                  Name:

                	 	 	
                  Name:

                	 
	
                  Title:

                	 	 	
                  Title:

                	 
	 	 	 	 	 
	 	 	 	 	 
	
                  Global
                    Capacity Group, Inc.

                	 	
                  CentrePath,
                    Inc.

                
	 	 	 	 	 
	 	 	 	 	 
	
                  By:

                	 	 	
                  By:

                	 
	
                  Name:

                	 	 	
                  Name:

                	 
	
                  Title:

                	 	 	
                  Title:

                	 
	 	 	 	 	 
	 	 	 	 	 
	
                  Nexvu
                    Technologies, LLC

                	 	
                  FNS
                    2007, INC.

                
	 	 	 	 	 
	 	 	 	 	 
	
                  By:

                	 	 	
                  By:

                	 
	
                  Name:

                	 	 	
                  Name:

                	 
	
                  Title:

                	 	 	
                  Title:

                	 
	 	 	 	 	 
	 	 	 	 	 
	
                  20/20
                    TECHNOLOGIES I, LLC

                	 	 
	 	 	 
	 	 	 
	
                  By: __________________________________

                  Name: 

                  Title: _______________________

                	 	 


        

      

      


      
        	
                VANCO
                  DIRECT USA, LLC

                 

              
	
                By:__________________________________________

                Name:

                Title:

              



        
          
            
            

          

          
            S1-10

            
              

            

          

          
            
            

          

        

      

       

      ANNEX
        1 TO SUBSIDIARY GUARANTEE

       

      ASSUMPTION
        AGREEMENT, dated as of ______________________, made by
        ______________________________, a ______________ corporation (the “Additional
        Guarantor”), in favor of the Purchasers pursuant to the Purchase Agreement
        referred to below. All capitalized terms not defined herein shall have the
        meaning ascribed to them in such Purchase Agreement. 

       

      WITNESSETH:

       

      WHEREAS,
        Capital Growth Systems, Inc., a Florida corporation (the “Company”) and the
        Purchasers have entered into a Securities Purchase Agreement, dated as of
        November __, 2008 (as amended, supplemented or otherwise modified from time
        to
        time, the “Purchase Agreement”); 

       

      WHEREAS,
        in connection with the Purchase Agreement, the Subsidiaries of the Company
        (other than the Additional Guarantor) have entered into the Subsidiary
        Guarantee, dated as of November __, 2008 (as amended, supplemented or otherwise
        modified from time to time, the “Guarantee”) in favor of the Purchasers;


       

      WHEREAS,
        the Purchase Agreement requires the Additional Guarantor to become a party
        to
        the Guarantee; and

       

      WHEREAS,
        the Additional Guarantor has agreed to execute and deliver this Assumption
        Agreement in order to become a party to the Guarantee;

       

      NOW,
        THEREFORE, IT IS AGREED:

       

      1. Guarantee.
        By executing and delivering this Assumption Agreement, the Additional Guarantor,
        as provided in Section
        5(m)
        of the Guarantee, hereby becomes a party to the Guarantee as a Guarantor
        thereunder with the same force and effect as if originally named therein
        as a
        Guarantor and, without limiting the generality of the foregoing, hereby
        expressly assumes all obligations and liabilities of a Guarantor thereunder.
        The
        information set forth in Annex
        1
        hereto is hereby added to the information set forth in Schedule
        1
        to the Guarantee. The Additional Guarantor hereby represents and warrants
        that
        each of the representations and warranties contained in Section
        3
        of the Guarantee is true and correct on and as the date hereof as to such
        Additional Guarantor (after giving effect to this Assumption Agreement) as
        if
        made on and as of such date.

       

      2. Governing
        Law.
        THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
        IN
        ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

       

      IN
        WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to
        be duly
        executed and delivered as of the date first above written.

       

      
        	 	 	
                [ADDITIONAL
                  GUARANTOR]

              
	 	 	 
	 	 	 
	 	 	
                By:

              	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


      

      

        
          
            
            

          

          
            A1-1