Exhibit
        10.2

       

THIS
      SECURITY AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN
      THE
      MANNER AND TO THE EXTENT SET FORTH IN SECTION 9 OF THIS DEBENTURE AND THE OTHER
      DEBENTURE INTERCREDITOR AGREEMENT (AS DEFINED BELOW) AND EACH HOLDER OF THIS
      SECURITY, BY ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS
      OF THE OTHER DEBENTURE INTERCREDITOR AGREEMENT AND SECTION 9
      HEREOF.

     

    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
      AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED
      IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.

    


    Original
      Issue Date: November ___, 2008

    Original
      Conversion Price (subject to adjustment herein): $0.24

    


    $3,000,000.00

    


    SUBORDINATED
      UNSECURED CONVERTIBLE DEBENTURE

    DUE
      MAY ___, 2011

    


    THIS
      DEBENTURE is a duly authorized and validly issued Subordinated Unsecured
      Convertible Debenture of Capital Growth Systems, Inc., a Florida corporation,
      (the “Company”),
      having its principal place of business at 500 W. Madison Street, Suite 2060,
      Chicago, Illinois 60661, designated as its Subordinated Convertible Debenture
      due on the day immediately preceding the one year anniversary of the Original
      Issue Date (the “Termination
      Date”),
      provided that if the Final Closing Date (as that term is defined in the ILPA)
      occurs before such date, this Debenture will be due on the date thirty months
      from the Original Issue Date, which date may be extended on a month to month
      basis with the prior written consent of the Holder until the Debenture is paid
      in full (the “Extended
      Termination Date”).

    


    FOR
      VALUE
      RECEIVED, the Company promises to pay to Vanco plc or its registered assigns
      (the “Holder”),
      or
      shall have paid pursuant to the terms hereunder, the principal sum of
      $3,000,000.00, as may be increased in accordance with the terms hereof, on
      the
      later to occur of the Termination Date or the Extended Termination Date (the
      “Maturity
      Date”)
      or
      such earlier date as this Debenture is required or permitted to be repaid as
      provided hereunder; provided,
      however,
      that in
      no event shall payment be due under this Debenture until: (A) the Payment
      Conditions are satisfied and (B) payment to the Holder is permitted under the
      Other Debenture Intercreditor Agreement and Section 9 hereof. Prior to making
      any such payment, the Company’s Chief Financial Officer and Chief Executive
      Officer shall provide written certification to the holders of the Other
      Debentures that the Payment Conditions have been satisfied. This Debenture
      is
      subject to the following additional provisions: 

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    


    Section
      1. Definitions.
      For the
      purposes hereof, in addition to the terms defined elsewhere in this Debenture,
      the following terms shall have the following meanings:

    


    “Alternate
      Consideration”
shall
      have the meaning set forth in Section 5(b).

    


    “Authorized
      Share Approval”
      shall
      mean the date following the date hereof that the Company amends its articles
      of
      incorporation to authorize the issuance of not less than 600,000,000 shares
      of
      Common Stock (subject to adjustment to account for any forward or reverse
      split).

    


    “Archer
      Intercreditor Agreement”
      shall
      mean the intercreditor agreement among ACF, CGS, L.L.C., the holders of the
      Other Debentures, Holder and Company. 

    


    “Bankruptcy
      Code”
means
      Title 11 of the United States Code (11 U.S.C. § 101 et seq.).

    


    “Bankruptcy
      Event”:
      (a)
      any insolvency or bankruptcy case or proceeding (including any case under the
      Bankruptcy Code), or any receivership, custodianship, liquidation,
      reorganization, administration, administrative receivership, arrangement or
      other similar case or proceeding, relative to the Company or any of its
      Subsidiaries, or to the assets of the Company or any of its Subsidiaries, (b)
      any liquidation, dissolution, reorganization or winding up of the Company or
      any
      of its Subsidiaries, whether voluntary or involuntary and whether or not
      involving solvency or bankruptcy, (c) any assignment for the benefit of
      creditors or any other marshalling of assets and liabilities of the Company
      or
      any of its Subsidiaries, (d) any sale, transfer or other disposition of all
      or
      substantially all of the assets of any Debtor in connection with any of the
      foregoing, or (e) any application, notice, resolution or order made, passed
      or
      given for or in connection with any of the foregoing or any event analogous
      to
      any of the foregoing.

    


    “Beneficial
      Ownership Limitation”
shall
      have the meaning set forth in Section 4(c). 

    


    “Business
      Day”
means
      any day except any Saturday, any Sunday, any day which shall be a federal legal
      holiday in the United States or any day on which banking institutions in the
      State of New York are authorized or required by law or other governmental action
      to close.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      
        “Cash
          Balance”
means,
          at any time, unrestricted cash and cash equivalents in of the Company and
          its
          consolidated Subsidiaries in US Dollars on deposit with domestic and foreign
          commercial banks.

      

    

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries which would entitle the holder
      thereof to acquire at any time Common Stock, including, without limitation,
      any
      debt, preferred stock, rights, options, warrants or other instrument that is
      at
      any time convertible into or exercisable or exchangeable for, or otherwise
      entitles the holder thereof to receive Common Stock.

    


    “Conversion”
shall
      have the meaning ascribed to such term in Section 4. 

    


    “Conversion
      Date”
shall
      have the meaning set forth in Section 4(a).

    


    “Conversion
      Price”
shall
      have the meaning set forth in Section 4(b).

    


    “Conversion
      Schedule”
means
      the Conversion Schedule in the form of Schedule
      1
      attached
      hereto.

    


    “Conversion
      Shares”
means,
      collectively, the shares of Common Stock issuable upon conversion of this
      Debenture in accordance with the terms hereof.

    


    “Debenture
      Register”
shall
      have the meaning set forth in Section 2(c).

    


    ‘Debentures”
      shall
      mean this Debenture and any successor debentures reissued as a result of the
      fractionalization of this Debenture.

    


    “EBITDA”
means
      for the applicable period, the net income (or net loss) of the Company and
      its
      consolidated Subsidiaries, determined in accordance with GAAP, consistently
      applied, plus (i) any provision for (or less any benefit from) income taxes,
      (ii) any deduction for interest expense, net of interest income, and (ii)
      depreciation and amortization expense.

     

    “Event
      of Default”
shall
      have the meaning set forth in Section 8(a).

    


    “Fundamental
      Transaction”
shall
      have the meaning set forth in Section 5(b).

    


    “ILPA”
      shall
      mean the Interest and Loan Purchase Agreement between the initial Holder of
      this
      Debenture and Capital Growth Acquisition, Inc.

     

    “Mandatory
      Default Amount”
means
      the outstanding principal amount of this Debenture.

    


    “March
      Debentures”
      means
      the amended and restated debentures issued by the Company in exchange or
      substitution for any of the debentures of the Company that were originally
      issued on March 11, 2008.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    “New
      York Courts”
shall
      have the meaning set forth in Section 9(d).

    


    “Notice
      of Conversion”
shall
      have the meaning set forth in Section 4(a).

    


    “November
      Debentures”
      shall
      mean the original issue discount secured convertible debentures issued by the
      Company in November, 2008 and not comprising the March Debentures.

    


    “Other
      Debentures”
shall
      mean collectively, the March Debentures and the November
      Debentures.

    


    “Other
      Debenture Intercreditor Agreement”
      shall
      mean the intercreditor and subordination agreement among the holders of the
      Other Debentures and the initial holder of this Debenture.

    


    “Original
      Issue Date”
means
      the date of the first issuance of this Debenture, regardless of any transfers
      of
      this Debenture and regardless of the number of instruments which may be issued
      to evidence this Debentures in the event of fractualization of this
      Debenture.

    


    “Payment
      Conditions”
means,
      after the Extended Termination Date, at the time of payment (i) the Cash Balance
      of the Company and its Subsidiaries is at least $5,000,000 and (ii) for the
      12
      full calendar months immediately prior to the payment date, the ratio of the
      then outstanding principal amount of the Other Debentures to EBITDA for such
      12-month period to shall be 2:1 or less. By way of any example, in order to
      make
      payments on this Debenture, if the then outstanding principal amount of the
      Other Debentures is $20,000,000, the EBITDA for the 12-month period prior to
      such payment date must be $10,000,000 or greater.  

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Senior
      Creditor”
means
      ACF CGS, L.L.C., a Delaware limited liability company, as administrative agent
      for each of the lenders under the Senior Loan Agreement and any other holder
      of
      Senior Obligations (as such term is defined in the Archer Intercreditor
      Agreement) from time to time.

    


    “Senior
      Loan Agreement”
means
      that certain Loan and Security Agreement dated as of November ___, 2008 by
      and
      among the Company and its Subsidiaries, as borrowers, ACF CGS, L.L.C and the
      other lenders named therein, and ACF CGS, L.L.C, as agent for such
      lenders.

    


    “Senior
      Loan Documents”
means
      all current and future documents relating to the Senior Obligations, including
      without limitation the Senior Loan Agreement and any guaranty, security
      agreement, pledge agreement, control agreement, mortgage, or deed of trust,
      and
      any documents evidencing or relating to any Senior Obligations (as hereafter
      defined), as the same may be amended, modified or restated.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Senior
      Obligations”
means
      (a) all liabilities of the Company together with any of its subsidiaries (each
      a
“Borrower”
and
      collectively, the “Borrowers”)
      to
      Senior Creditor from time to time outstanding pursuant to or in connection
      with
      the Senior Loan Documents, whether
      such amounts are due or not due, direct or indirect, absolute or contingent,
      including,
      without limitation, all principal, interest, fees, reimbursement obligations
      with respect to letters of credit, indemnities, costs and expenses, and further
      including (i) all interest arising under or with respect to the Senior Loan
      Documents, including, in the event of a Bankruptcy Event, any and all
      post-petition interest and costs from and after the date of filing of a petition
      by or against any Borrower or its bankruptcy estate, whether or not such amounts
      are allowed as a claim against any Borrower in any Bankruptcy Event, (ii) all
      costs and expenses incurred by Senior Creditor in connection with its
      enforcement of any rights or remedies under the Senior Loan Documents, the
      collection of any of the Senior Obligations, or the protection of, or
      realization upon, any collateral, including, by way of example, court costs,
      appraisal and consulting fees, reasonable attorneys’ fees, auctioneers’ fees,
      rent, storage, insurance premiums and like items, and whether or not such
      amounts are allowed as a claim against any Borrower in connection with any
      Bankruptcy Event, (iii) all fees, charges, and indemnities owing by any Borrower
      to Senior Creditor under or in connection with the Senior Loan Documents, (iv)
      all principal, interest, fees, costs and expenses in connection with any
      debtor-in-possession financing provided by Senior Creditor to one or more
      Borrowers in connection with a Bankruptcy Event; and (b) all indebtedness and
      obligations of Borrowers with respect to each Other Debenture, including,
      without limitation, all Senior Claims (as such term is defined in the Other
      Debenture Intercreditor Agreement).

    


    “Subordinated
      Obligations” means
      all
      indebtedness, fees, expenses, obligations and liabilities of Company to the
      Holder, whether now existing or hereafter incurred or created, under or with
      respect to this Debenture, in each case, whether such amounts are due or not
      due, direct or indirect, absolute or contingent.

     

    “Share
      Delivery Date”
shall
      have the meaning set forth in Section 4(d)(ii).

    


    “Subordinated
      Obligations” means
      all
      indebtedness, fees, expenses, obligations and liabilities of Company to the
      Holder, whether now existing or hereafter incurred or created, under or with
      respect to the Subordinated Debenture Documents, in each case, whether such
      amounts are due or not due, direct or indirect, absolute or
      contingent.

    


    “Subsidiary”
shall
      have the meaning set forth in the Purchase Agreement.

    


    “Trading
      Day”
means
      a
      day on which the New York Stock Exchange is open for business.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    Section
      2. Adjustment
      to Principal Amount of this Debenture.
      Vanco
      Direct USA, LLC (“VDUL”)
      has
      entered into a sublease dated March 22, 2006 (“Sublease”)
      with
      Orbitz, LLC for the occupancy of space at 200 S. Wacker, 16th Floor, Chicago,
      Illinois (the “Premises”).
      Any
      amounts collected by VDUL from Vanco US, LLC with respect to VDUL's sublease
      of
      the Premises during the term of the Sublease to Vanco US, LLC, of which ____
      months are remaining on such Sublease, or any amounts otherwise paid by Vanco
      US, LLC directly to or for the benefit of Orbitz, LLC regarding the Premises
      from the date of this Debenture through the end of the Sublease is hereinafter
      referred to as the “Vanco
      US Payments.”
      Notwithstanding anything to the contrary contained in this Debenture, (i) the
      principal amount of this Debenture shall be increased on a dollar for dollar
      basis in an amount equal to the Vanco US Payments paid through the Maturity
      Date, subject to a maximum increase of $1,000,000, and (ii) on the date on
      which
      Vanco US, LLC takes assignment of the Sublease from VDUL and such assignment
      is
      consented to by Orbitz, LLC (the “Assignment
      Date”),
      the
      principal amount of this Debenture shall be increased by an amount equal to
      the
      difference of (x) $1,000,000 less
      (y) the
      aggregate amount of Vanco US Payments paid through the Assignment Date (the
      “Balloon
      Amount”).
      Further, in the event that this Debenture is converted in whole into shares
      of
      Common Stock in accordance with Section 4 below from time to time prior to
      the
      earlier of (A) the date on which all of the Vanco US Payments equal $1,000,000
      and (B) the Assignment Date, this Debenture shall remain outstanding and all
      further Vanco US Payments and the Balloon Amount (as applicable) shall
      thereafter increase the amount of this Debenture on a dollar for dollar basis.
      For purposes of clarity, subject to the terms and conditions herein, the Holder
      shall be entitled to convert all Vanco US Payments immediately following each
      increase of the Debenture described in this Section 2.  

     

    Section
      3.  Registration
      of Transfers and Exchanges.
      

     

    a) Different
      Denominations.
      This
      Debenture is exchangeable for an equal aggregate principal amount of Debentures
      of different authorized denominations, as requested by the Holder surrendering
      the same. No service charge will be payable for such registration of transfer
      or
      exchange.

     

    b) Investment
      Representations.
      Holder
      understands that this Debenture and the shares of Common Stock into which this
      Debenture is convertible (collectively, “Securities”)
      are
“restricted securities” and have not been registered under the Securities Act or
      any applicable state securities law and is acquiring the Securities as principal
      for its own account and not with a view to or for distributing or reselling
      such
      Securities or any part thereof in violation of the Securities Act or any
      applicable state securities law, has no present intention of distributing any
      of
      such Securities in violation of the Securities Act or any applicable state
      securities law and has no direct or indirect arrangement or understandings
      with
      any other persons to distribute or regarding the distribution of such Securities
      in violation of the Securities Act or any applicable state securities law.
      At
      the time Holder was offered the Securities, Holder was, and as of the date
      hereof Holder is, either: (i) an “accredited investor” as defined in Rule
      501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii)
      a
“qualified institutional buyer” as defined in Rule 144A(a) under the Securities
      Act. Holder is not required to be registered as a broker-dealer under Section
      15
      of the Exchange Act.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    c) Reliance
      on Debenture Register.
      Prior
      to due presentment for transfer to the Company of this Debenture, the Company
      and any agent of the Company may treat the Person in whose name this Debenture
      is duly registered on the Debenture Register as the owner hereof for the purpose
      of receiving payment as herein provided and for all other purposes, whether
      or
      not this Debenture is overdue, and neither the Company nor any such agent shall
      be affected by notice to the contrary.

    


    Section
      4.  Conversion.

     

    a) Voluntary
      Conversion.
      Notwithstanding anything herein to the contrary, any time after the Authorized
      Share Approval until this Debenture is no longer outstanding, this Debenture
      shall be convertible, in whole or in part, into shares of Common Stock at the
      option of the Holder, at any time and from time to time. The Holder shall effect
      conversions by delivering to the Company a Notice of Conversion, the form of
      which is attached hereto as Annex
      A
      (each, a
“Notice
      of Conversion”),
      specifying therein the principal amount of this Debenture to be converted and
      the date on which such conversion shall be effected (such date, the
“Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the date that such Notice of Conversion is deemed delivered hereunder.
      To effect conversions hereunder, the Holder shall not be required to physically
      surrender this Debenture to the Company. Conversions hereunder shall have the
      effect of lowering the outstanding principal amount of this Debenture in an
      amount equal to the applicable conversion. The Holder and the Company shall
      maintain records showing the principal amount(s) converted and the date of
      such
      conversion(s). The Company may deliver an objection to any Notice of Conversion
      within 2 Business Days of delivery of such Notice of Conversion. In the event
      of
      any dispute or discrepancy, the records of the Holder shall be controlling
      and
      determinative in the absence of manifest error. The
      Holder, and any assignee by acceptance of this Debenture, acknowledge and agree
      that, by reason of the provisions of this paragraph, following conversion of
      a
      portion of this Debenture, the unpaid and unconverted principal amount of this
      Debenture may be less than the amount stated on the face
      hereof.

     

    b) Conversion
      Price.
      The
      conversion price in effect on any Conversion Date shall be equal to $0.24,
      subject
      to adjustment herein (the “Conversion
      Price”).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    c) Conversion
      Limitations.
      Notwithstanding anything to the contrary contained in this Section 4(c), the
      Holder may unilaterally waive the terms of this Section 4(c). The Company shall
      not effect any conversion of this Debenture, and a Holder shall not have the
      right to convert any portion of this Debenture, to the extent that after giving
      effect to the conversion set forth on the applicable Notice of Conversion,
      the
      Holder (together with the Holder’s Affiliates, and any other person or entity
      acting as a group together with the Holder or any of the Holder’s Affiliates)
      would beneficially own in excess of the Beneficial Ownership Limitation (as
      defined below).  For purposes of the foregoing sentence, the number of
      shares of Common Stock beneficially owned by the Holder and its Affiliates
      shall
      include the number of shares of Common Stock issuable upon conversion of this
      Debenture with respect to which such determination is being made, but shall
      exclude the number of shares of Common Stock which are issuable upon (A)
      conversion of the remaining, unconverted principal amount of this Debenture
      beneficially owned by the Holder or any of its Affiliates and (B) exercise
      or
      conversion of the unexercised or unconverted portion of any other securities
      of
      the Company subject to a limitation on conversion or exercise analogous to
      the
      limitation contained herein (including, without limitation, any other Common
      Stock Equivalents beneficially owned by the Holder or any of its
      Affiliates.  Except as set forth in the preceding sentence, for purposes of
      this Section 4(c), beneficial ownership shall be calculated in accordance with
      Section 13(d) of the Exchange Act and the rules and regulations promulgated
      thereunder. To the extent that the limitation contained in this Section 4(c)
      applies, the determination of whether this Debenture is convertible (in relation
      to other securities owned by the Holder together with any Affiliates) and of
      which principal amount of this Debenture is convertible shall be in the sole
      discretion of the Holder, and the submission of a Notice of Conversion shall
      be
      deemed to be the Holder’s determination of whether this Debenture may be
      converted (in relation to other securities owned by the Holder together with
      any
      Affiliates) and which principal amount of this Debenture is convertible, in
      each
      case subject to the Beneficial Ownership Limitation. To ensure compliance with
      this restriction, the Holder will be deemed to represent to the Company each
      time it delivers a Notice of Conversion that such Notice of Conversion has
      not
      violated the restrictions set forth in this paragraph and the Company shall
      have
      no obligation to verify or confirm the accuracy of such determination.
In
      addition, a determination as to any group status as contemplated above shall
      be
      determined in accordance with Section 13(d) of the Exchange Act and
      the
      rules and regulations promulgated thereunder. For
      purposes of this Section 4(c), in determining the number of outstanding shares
      of Common Stock, the Holder may rely on the number of outstanding shares of
      Common Stock as stated in the most recent of the following: (A) the Company’s
      most recent periodic or annual report, as the case may be; (B) a more recent
      public announcement by the Company; or (C) a more recent notice by the Company
      or the Company’s transfer agent setting forth the number of shares of Common
      Stock outstanding.  Upon the written or oral request of a Holder, the
      Company shall within two Trading Days confirm orally and in writing to the
      Holder the number of shares of Common Stock then outstanding.  In any case,
      the number of outstanding shares of Common Stock shall be determined after
      giving effect to the conversion or exercise of securities of the Company,
      including this Debenture, by the Holder or its Affiliates since the date as
      of
      which such number of outstanding shares of Common Stock was reported. The
“Beneficial
      Ownership Limitation”
shall
      be 4.99% of the number of shares of the Common Stock outstanding immediately
      after giving effect to the issuance of shares of Common Stock issuable upon
      conversion of this Debenture held by the Holder. The Holder, upon not less
      than
      61 days’ prior notice to the Company, may increase or decrease the Beneficial
      Ownership Limitation provisions of this Section 4(c), provided that the
      Beneficial Ownership Limitation in no event exceeds 9.99% of the number of
      shares of the Common Stock outstanding immediately after giving effect to the
      issuance of shares of Common Stock upon conversion of this Debenture held by
      the
      Holder and the Beneficial Ownership Limitation provisions of this Section 4(c)
      shall continue to apply. Any such increase or decrease will not be effective
      until the 61st
      day
      after such notice is delivered to the Company. The Beneficial Ownership
      Limitation provisions of this paragraph shall be construed and implemented
      in a
      manner otherwise than in strict conformity with the terms of this Section 4(c)
      to correct this paragraph (or any portion hereof) which may be defective or
      inconsistent with the intended Beneficial Ownership Limitation contained herein
      or to make changes or supplements necessary or desirable to properly give effect
      to such limitation.
      The
      limitations contained in this paragraph shall apply to a successor holder of
      this
      Debenture.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    d) Mechanics
      of Conversion.

     

    i. Conversion
      Shares Issuable Upon Conversion of Principal Amount.
      The
      number of Conversion Shares issuable upon a conversion hereunder shall be
      determined by the quotient obtained by dividing (x) the outstanding principal
      amount of this Debenture to be converted by (y) the Conversion
      Price.

    


    ii. Delivery
      of Certificate Upon Conversion.
      Not
      later than three Trading Days after each Conversion Date (the “Share
      Delivery Date”),
      the
      Company shall deliver, or cause to be delivered, to the Holder a certificate
      or
      certificates representing the Conversion Shares which, on or after the twelve
      month anniversary of the Original Issue Date, shall be free of restrictive
      legends and trading restrictions (other than those which may then be required
      by
      the Purchase Agreement) representing the number of Conversion Shares being
      acquired upon the conversion of this Debenture. On the twelve month anniversary
      of the Original Issue Date, the Company shall use its best efforts to deliver
      any certificate or certificates required to be delivered by the Company under
      this Section 4(d) electronically through the Depository Trust Company or another
      established clearing corporation performing similar functions. 

    


    iii. Failure
      to Deliver Certificates.
      If in
      the case of any Notice of Conversion such certificate or certificates are not
      delivered to or as directed by the applicable Holder by the third Trading Day
      after the Conversion Date, the Holder shall be entitled to elect by written
      notice to the Company at any time on or before its receipt of such certificate
      or certificates, to rescind such Conversion, in which event the Company shall
      promptly return to the Holder any original Debenture delivered to the Company
      and the Holder shall promptly return to the Company the Common Stock
      certificates representing the principal amount of this Debenture unsuccessfully
      tendered for conversion to the Company. 

     

    iv. Obligation
      Absolute.
      The
      Company’s obligations to issue and deliver the Conversion Shares upon conversion
      of this Debenture in accordance with the terms hereof are absolute and
      unconditional, irrespective of any action or inaction by the Holder to enforce
      the same, any waiver or consent with respect to any provision hereof, the
      recovery of any judgment against any Person or any action to enforce the same,
      or any setoff, counterclaim, recoupment, limitation or termination, or any
      breach or alleged breach by the Holder or any other Person of any obligation
      to
      the Company or any violation or alleged violation of law by the Holder or any
      other Person, and irrespective of any other circumstance which might otherwise
      limit such obligation of the Company to the Holder in connection with the
      issuance of such Conversion Shares; provided,
      however,
      that
      such delivery shall not operate as a waiver by the Company of any such action
      the Company may have against the Holder. In the event the Holder of this
      Debenture shall elect to convert any or all of the outstanding principal amount
      hereof, the Company may not refuse conversion based on any claim that the Holder
      or anyone associated or affiliated with the Holder has been engaged in any
      violation of law, agreement or for any other reason, unless an injunction from
      a
      court, on notice to Holder, restraining and or enjoining conversion of all
      or
      part of this Debenture shall have been sought and obtained. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    v. Reservation
      of Shares Issuable Upon Conversion.
      After
      the Authorized Share Approval, the Company covenants that it will at all times
      reserve and keep available out of its authorized and unissued shares of Common
      Stock for the sole purpose of issuance upon conversion of this Debenture, free
      from preemptive rights or any other actual contingent purchase rights of Persons
      other than the Holder (and the other holders of the Debentures), not less than
      such aggregate number of shares of the Common Stock as shall (subject to the
      terms and conditions set forth in the Purchase Agreement) be issuable (taking
      into account the adjustments and restrictions of Section 5) upon the conversion
      of the outstanding principal amount of this Debenture. The Company covenants
      that all shares of Common Stock that shall be so issuable shall, upon issue,
      be
      duly authorized, validly issued, fully paid and nonassessable.

    


    vi. Fractional
      Shares.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the conversion of this Debenture. As to any fraction of a share which Holder
      would otherwise be entitled to purchase upon such conversion, the Company shall
      at its election, either pay a cash adjustment in respect of such final fraction
      in an amount equal to such fraction multiplied by the Conversion Price or round
      up to the next whole share.

    


    vii. Transfer
      Taxes.
      The
      issuance of certificates for shares of the Common Stock on conversion of this
      Debenture shall be made without charge to the Holder hereof for any documentary
      stamp or similar taxes that may be payable in respect of the issue or delivery
      of such certificates, provided that, the Company shall not be required to pay
      any tax that may be payable in respect of any transfer involved in the issuance
      and delivery of any such certificate upon conversion in a name other than that
      of the Holder of this Debenture so converted and the Company shall not be
      required to issue or deliver such certificates unless or until the person or
      persons requesting the issuance thereof shall have paid to the Company the
      amount of such tax or shall have established to the satisfaction of the Company
      that such tax has been paid.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    Section
      5. Certain
      Adjustments.

     

    a) Stock
      Dividends and Stock Splits.
      If the
      Company, at any time while this Debenture is outstanding: (i) pays a stock
      dividend or otherwise makes a distribution or distributions payable in shares
      of
      Common Stock on shares of Common Stock or any Common Stock Equivalents (which,
      for avoidance of doubt, shall not include any shares of Common Stock issued
      by
      the Company upon conversion of the Debentures), (ii) subdivides outstanding
      shares of Common Stock into a larger number of shares, (iii) combines (including
      by way of a reverse stock split) outstanding shares of Common Stock into a
      smaller number of shares or (iv) issues, in the event of a reclassification
      of
      shares of the Common Stock, any shares of capital stock of the Company, then
      the
      Conversion Price shall be multiplied by a fraction of which the numerator shall
      be the number of shares of Common Stock (excluding any treasury shares of the
      Company) outstanding immediately before such event and of which the denominator
      shall be the number of shares of Common Stock outstanding immediately after
      such
      event. Any adjustment made pursuant to this Section shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution and shall become effective immediately
      after the effective date in the case of a subdivision, combination or
      re-classification.

     

    b) Fundamental
      Transaction.
      If, at
      any time while this Debenture is outstanding, (i) the Company effects any merger
      or consolidation of the Company with or into another Person, (ii) the Company
      effects any sale of all or substantially all of its assets in one transaction
      or
      a series of related transactions, (iii) any tender offer or exchange offer
      (whether by the Company or another Person) is completed pursuant to which
      holders of Common Stock are permitted to tender or exchange their shares for
      other securities, cash or property, or (iv) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Debenture, the Holder shall have the
      right to receive, for each Conversion Share that would have been issuable upon
      such conversion immediately prior to the occurrence of such Fundamental
      Transaction, the same kind and amount of securities, cash or property as it
      would have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of 1 share of Common Stock (the “Alternate
      Consideration”).
      For
      purposes of any such conversion, the determination of the Conversion Price
      shall
      be appropriately adjusted to apply to such Alternate Consideration based on
      the
      amount of Alternate Consideration issuable in respect of 1 share of Common
      Stock
      in such Fundamental Transaction, and the Company shall apportion the Conversion
      Price among the Alternate Consideration in a reasonable manner reflecting the
      relative value of any different components of the Alternate Consideration.
      If
      holders of Common Stock are given any choice as to the securities, cash or
      property to be received in a Fundamental Transaction, then the Holder shall
      be
      given the same choice as to the Alternate Consideration it receives upon any
      conversion of this Debenture following such Fundamental Transaction. To the
      extent necessary to effectuate the foregoing provisions, any successor to the
      Company or surviving entity in such Fundamental Transaction shall issue to
      the
      Holder a new debenture consistent with the foregoing provisions and evidencing
      the Holder’s right to convert such debenture into Alternate Consideration. The
      terms of any agreement pursuant to which a Fundamental Transaction is effected
      shall include terms requiring any such successor or surviving entity to comply
      with the provisions of this Section 5(b) and insuring that this Debenture (or
      any such replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Transaction.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    c) Calculations.
      All
      calculations under this Section 5 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be. For purposes of this Section
      5,
      the number of shares of Common Stock deemed to be issued and outstanding as
      of a
      given date shall be the sum of the number of shares of Common Stock (excluding
      any treasury shares of the Company) issued and outstanding.

    


    d) Notice
      to the Holder.

    


    i. Adjustment
      to Conversion Price.
      Whenever the Conversion Price is adjusted pursuant to any provision of this
      Section 5, the Company shall promptly deliver to each Holder a notice setting
      forth the Conversion Price after such adjustment and setting forth a brief
      statement of the facts requiring such adjustment. 

     

    ii. Notice
      to Allow Conversion by Holder.
      If (A)
      the Company shall declare a dividend (or any other distribution in whatever
      form) on the Common Stock, (B) the Company shall declare a special nonrecurring
      cash dividend on or a redemption of the Common Stock, (C) the Company shall
      authorize the granting to all holders of the Common Stock of rights or warrants
      to subscribe for or purchase any shares of capital stock of any class or of
      any
      rights, (D) the approval of any stockholders of the Company shall be required
      in
      connection with any reclassification of the Common Stock, any consolidation
      or
      merger to which the Company is a party, any sale or transfer of all or
      substantially all of the assets of the Company, of any compulsory share exchange
      whereby the Common Stock is converted into other securities, cash or property
      or
      (E) the Company shall authorize the voluntary or involuntary dissolution,
      liquidation or winding up of the affairs of the Company, then, in each case,
      the
      Company shall cause to be filed at each office or agency maintained for the
      purpose of conversion of this Debenture, and shall cause to be delivered
      to the Holder at its last address as it shall appear upon the Debenture
      Register, at least twenty (20) calendar days prior to the applicable record
      or
      effective date hereinafter specified, a notice stating (x) the date on which
      a
      record is to be taken for the purpose of such dividend, distribution,
      redemption, rights or warrants, or if a record is not to be taken, the date
      as
      of which the holders of the Common Stock of record to be entitled to such
      dividend, distributions, redemption, rights or warrants are to be determined
      or
      (y) the date on which such reclassification, consolidation, merger, sale,
      transfer or share exchange is expected to become effective or close, and the
      date as of which it is expected that holders of the Common Stock of record
      shall
      be entitled to exchange their shares of the Common Stock for securities, cash
      or
      other property deliverable upon such reclassification, consolidation, merger,
      sale, transfer or share exchange, provided that the failure to deliver such
      notice or any defect therein or in the delivery thereof shall not affect the
      validity of the corporate action required to be specified in such notice. The
      Holder is entitled to convert this Debenture during the 20-day period commencing
      on the date of such notice through the effective date of the event triggering
      such notice. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    Section
      6. (Intentionally
      Omitted).

    


    Section
      7. (Intentionally
      Omitted).

     

    Section
      8. Events
      of Default.
      

    


    a) “Event
      of Default”
means,
      wherever used herein, any of the following events (whatever the reason for
      such
      event and whether such event shall be voluntary or involuntary or effected
      by
      operation of law or pursuant to any judgment, decree or order of any court,
      or
      any order, rule or regulation of any administrative or governmental body,
      provided however if any of the following events would constitute a breach with
      respect to either the Archer Intercreditor Agreement or the Other Debenture
      Intercreditor Agreement, then the existence of such event shall not constitute
      an Event of Default hereunder until such point in time as the indebtedness
      with
      respect to any of the Other Debentures is accelerated): any
      default in the payment of the principal amount of this Debenture when due and
      permitted to be paid hereunder and under the Other Debenture Intercreditor
      Agreement.

     

    b) Remedies
      Upon Event of Default.
      Subject
      to the provisions of Section 9 hereof and the provisions of the Other Debenture
      Intercreditor Agreement, commencing 5 days after the occurrence of any Event
      of
      Default that results in the eventual acceleration of this Debenture, upon the
      payment in full of the Mandatory Default Amount, the Holder shall promptly
      surrender this Debenture to or as directed by the Company. In connection with
      such acceleration described herein, the Holder need not provide, and the Company
      hereby waives, any presentment, demand, protest or other notice of any kind,
      and
      the Holder may immediately and without expiration of any grace period enforce
      any and all of its rights and remedies hereunder and all other remedies
      available to it under applicable law. Such acceleration may be rescinded and
      annulled by Holder at any time prior to payment hereunder and the Holder shall
      have all rights as a holder of the Debenture until such time, if any, as the
      Holder receives full payment pursuant to this Section 8(b). No such rescission
      or annulment shall affect any subsequent Event of Default or impair any right
      consequent thereon.

    


    Section
      9. Subordination.

    


    a) The
      Holder of this Debenture, by its acceptance of this Debenture, agrees that
      the
      Subordinated Obligations are subordinated in right of payment, to the extent
      and
      in the manner provided in this Section 9, to the prior payment in full in cash
      of all Senior Obligations (whether outstanding on the date hereof or hereafter
      created, incurred, assumed or guaranteed), and that this subordination is for
      the benefit of the holders of Senior Obligations. Each holder of Senior
      Obligations, whether now outstanding or hereafter incurred, shall be deemed
      to
      have acquired such Senior Obligations in reliance upon the terms and provisions
      of this Section 9.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    b) The
      Holder, by its acceptance of this Debenture, agrees that no payment in respect
      of the Subordinated Obligations, whether as principal, interest or otherwise,
      and whether in cash, securities or other property, shall be made by or on behalf
      of Company, or received, accepted or demanded, directly or indirectly, by or
      on
      behalf of any holder of Subordinated Obligations, at any time prior to payment
      in full in cash of the Senior Obligations.

     

    c) Each
      holder of Subordinated Obligations agrees not to ask, demand, sue for or take
      or
      receive from the Company in cash, securities or other property or by setoff,
      purchase or redemption (including, without limitation, from or by way of
      collateral), payment of all or any part of the Subordinated Obligations. In
      the
      event that any payment by the Company of any kind or character, whether in
      cash,
      securities or other property, and whether directly, by purchase, redemption,
      exercise of any right of setoff or otherwise, shall be received by or on behalf
      of Holder or any affiliate thereof at a time when such payment is prohibited
      under this Section 9, such payment or distribution shall be held by such Holder
      or affiliate in trust (segregated from other property of such Holder or
      affiliate) for the benefit of, and shall forthwith be paid over to, the holders
      of Senior Obligations to be applied to the balance of the Senior Obligations,
      until paid in full.

     

    d) Company
      shall not give, or permit to be given, and no holder of Subordinated Obligations
      shall receive, accept or demand, (i) any security of any nature whatsoever
      for
      any Subordinated Obligations on any property or assets, whether now existing
      or
      hereafter acquired, of the Company, any of its subsidiaries or any other
      obligor, or (ii) any guarantee of any Subordinated Obligations, of any nature
      whatsoever, by the Company, any subsidiary of the Company, or any other
      person.

     

    e) The
      holders of the Senior Obligations have made or will make loans and extend credit
      to Company in reliance on this Section 9 and the other terms of this Debenture
      and the documents executed in connection with this Debenture and are entitled
      to
      the benefits of the provisions hereof and thereof. Accordingly, the holders
      of
      the Senior Obligations shall be entitled to enforce any such provision against
      the Holder or the Company and its subsidiaries.

     

    f) The
      Holder agrees that it will not contest the validity, perfection, priority or
      enforceability of the liens upon any collateral securing the Senior Obligations,
      and that, as between the holders of Senior Obligations and the Holder, the
      terms
      of this Section 9 shall govern even if part or all of the Senior Obligations
      or
      the liens securing payment and performance thereof are not perfected or are
      avoided, disallowed, set aside or otherwise invalidated in any judicial
      proceeding or otherwise.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    Section
      10. Miscellaneous.
      

     

    a) Notices.
      Any and
      all notices or other communications or deliveries to be provided by the Holder
      hereunder, including, without limitation, any Notice of Conversion, shall be
      in
      writing and delivered personally, by facsimile, or sent by a nationally
      recognized overnight courier service, addressed to the Company, at the address
      set forth above, or such other facsimile number or address as the Company may
      specify for such purpose by notice to the Holder delivered in accordance with
      this Section 9(a). Any and all notices or other communications or deliveries
      to
      be provided by the Company hereunder shall be in writing and delivered
      personally, by facsimile, or sent by a nationally recognized overnight courier
      service addressed to each Holder at the facsimile number or address of the
      Holder appearing on the books of the Company, or if no such facsimile number
      or
      address appears, at the principal place of business of the Holder. Any notice
      or
      other communication or deliveries hereunder shall be deemed given and effective
      on the earliest of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified on the signature
      page prior to 5:30 p.m. (New York City time), (ii) the date immediately
      following the date of transmission, if such notice or communication is delivered
      via facsimile at the facsimile number specified on the signature page between
      5:30 p.m. (New York City time) and 11:59 p.m. (New York City time) on any date,
      (iii) the second Business Day following the date of mailing, if sent by
      nationally recognized overnight courier service or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given.

     

    b) Absolute
      Obligation.
      Except
      as expressly provided herein, no provision of this Debenture shall alter or
      impair the obligation of the Company, which is absolute and unconditional,
      to
      pay the principal of, liquidated damages and accrued default interest, as
      applicable, on this Debenture at the time, place, and rate, and in the coin
      or
      currency, herein prescribed. This Debenture is a direct debt obligation of
      the
      Company.   

     

    c) Lost
      or Mutilated Debenture.
      If this
      Debenture shall be mutilated, lost, stolen or destroyed, the Company shall
      execute and deliver, in exchange and substitution for and upon cancellation
      of a
      mutilated Debenture, or in lieu of or in substitution for a lost, stolen or
      destroyed Debenture, a new Debenture for the principal amount of this Debenture
      so mutilated, lost, stolen or destroyed, but only upon receipt of evidence
      of
      such loss, theft or destruction of such Debenture, and of the ownership hereof,
      reasonably satisfactory to the Company.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    d) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Debenture 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 conflict of laws thereof. Each party agrees that all legal
      proceedings concerning the interpretation, enforcement and defense of the
      transactions contemplated by this Debenture (whether brought against a party
      hereto or its respective Affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced in the state and federal courts sitting
      in the City of New York, Borough of Manhattan (the “New
      York Courts”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      New
      York Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of any term of this Debenture),
      and
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      such New York Courts, or such New York Courts are improper or inconvenient
      venue
      for such proceeding. Each party hereby irrevocably waives personal service
      of
      process and consents to process being served in any such suit, action or
      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 Debenture 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 other manner permitted by applicable 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 Debenture or the transactions contemplated hereby. If either party shall
      commence an action or proceeding to enforce any provisions of this Debenture,
      then the prevailing party in such action or proceeding shall be reimbursed
      by
      the other party for its attorneys fees and other costs and expenses incurred
      in
      the investigation, preparation and prosecution of such action or
      proceeding.

     

    e) Waiver.
      Any
      waiver by the Company or the Holder of a breach of any provision of this
      Debenture shall not operate as or be construed to be a waiver of any other
      breach of such provision or of any breach of any other provision of this
      Debenture. The failure of the Company or the Holder to insist upon strict
      adherence to any term of this Debenture on one or more occasions shall not
      be
      considered a waiver or deprive that party of the right thereafter to insist
      upon
      strict adherence to that term or any other term of this Debenture. Any waiver
      by
      the Company or the Holder must be in writing.

     

    f) Severability.
      If any
      provision of this Debenture is invalid, illegal or unenforceable, the balance
      of
      this Debenture shall remain in effect, and if any provision is inapplicable
      to
      any Person or circumstance, it shall nevertheless remain applicable to all
      other
      Persons and circumstances. If it shall be found that any default interest or
      other amount deemed interest due hereunder violates the applicable law governing
      usury, the applicable rate of interest due hereunder shall automatically be
      lowered to equal the maximum rate of interest permitted under applicable law.
      The Company covenants (to the extent that it may lawfully do so) that it shall
      not at any time insist upon, plead, or in any manner whatsoever claim or take
      the benefit or advantage of, any stay, extension or usury law or other law
      which
      would prohibit or forgive the Company from paying all or any portion of the
      principal of or default interest on this Debenture as contemplated herein,
      wherever enacted, now or at any time hereafter in force, or which may affect
      the
      covenants or the performance of this indenture, and the Company (to the extent
      it may lawfully do so) hereby expressly waives all benefits or advantage of
      any
      such law, and covenants that it will not, by resort to any such law, hinder,
      delay or impede the execution of any power herein granted to the Holder, but
      will suffer and permit the execution of every such as though no such law has
      been enacted.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    g) Next
      Business Day.
      Whenever any payment or other obligation hereunder shall be due on a day other
      than a Business Day, such payment shall be made on the next succeeding Business
      Day.

    


    h) Headings.
      The
      headings contained herein are for convenience only, do not constitute a part
      of
      this Debenture and shall not be deemed to limit or affect any of the provisions
      hereof.

    


    i) Assumption. 
      Any successor to the Company or any surviving entity in a Fundamental
      Transaction shall (i) assume, prior to such Fundamental Transaction, all of
      the
      obligations of the Company under this Debenture pursuant to written agreements
      in form and substance satisfactory to the Holder (such approval not to be
      unreasonably withheld or delayed) and (ii) issue to the Holder a new debenture
      of such successor entity evidenced by a written instrument substantially similar
      in form and substance to this Debenture, including, without limitation, having
      a
      principal amount equal to the principal amount of this Debenture and having
      similar ranking to this Debenture, which shall be satisfactory to the Holder
      (any such approval not to be unreasonably withheld or delayed).  The
      provisions of this Section 9(i) shall apply similarly and equally to successive
      Fundamental Transactions and shall be applied without regard to any limitations
      of this Debenture.

    


    *********************

     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Debenture to be duly executed
      by a
      duly authorized officer as of the date first above indicated.

    

      
        	
                CAPITAL
                  GROWTH SYSTEMS, INC.

              
	 	 	 
	
                By:

              	   

	 	
                Name:

              	   

	 	
                Title:

              	   

	
                Facsimile
                  No. for delivery of
                  Notices:___________________

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    


    ANNEX
      A

    


    NOTICE
      OF CONVERSION

    


    The
      undersigned hereby elects to convert principal under the Subordinated
      Convertible Debenture of Capital Growth Systems, Inc., a Florida corporation
      (the “Company”),
      into
      shares of common stock (the “Common
      Stock”),
      of
      the Company according to the conditions hereof, as of the date written below.
      If
      shares of Common Stock are to be issued in the name of a person other than
      the
      undersigned, the undersigned will pay all transfer taxes payable with respect
      thereto and is delivering herewith such certificates and opinions as reasonably
      requested by the Company in accordance therewith. No fee will be charged to
      the
      holder for any conversion, except for such transfer taxes, if any.

    


    By
      the
      delivery of this Notice of Conversion the undersigned represents and warrants
      to
      the Company that its ownership of the Common Stock does not exceed the amounts
      specified under Section 4 of this Debenture, as determined in accordance with
      Section 13(d) of the Exchange Act.

    


    The
      undersigned agrees to comply with the prospectus delivery requirements under
      the
      applicable securities laws in connection with any transfer of the aforesaid
      shares of Common Stock. 

    


    Conversion
      calculations:   

    Date
      to
      Effect Conversion:

    


    Principal
      Amount of Debenture to be Converted:

    


    Number
      of
      shares of Common Stock to be issued:

     

    Signature:

     

    Name:

     

    Address
      for Delivery of Common Stock Certificates:

    


    Or

    


    DWAC
      Instructions:

    


    Broker
      No:   

    Account
      No:   

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    Schedule
      1

    


    CONVERSION
      SCHEDULE

    


    The
      Subordinated Convertible Debenture in the original principal amount of
      $____________ is issued by Capital Growth Systems, Inc., a Florida corporation.
      This Conversion Schedule reflects conversions made under Section 4 of the above
      referenced Debenture.

    


    Dated:
      

    


    
      	
              Date of Conversion

              (or for first entry,

              Original Issue Date)

            	 	
              Amount of

              Conversion

            	 	
              Aggregate

              Principal

              Amount

              Remaining

              Subsequent to

              Conversion

              (or original

              Principal

              Amount)

            	 	
              Company Attest

            	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        20