Unassociated Document


    SECURED
      TERM LOAN PROMISSORY NOTE

     

    
      	$8,500,000	
              November
                __, 2008

              Chicago,
                Illinois

            


    

     

    FOR
      VALUE RECEIVED,
      the
      undersigned, CAPITAL GROWTH SYSTEMS, INC., a Florida corporation (“Parent”),
      GLOBAL CAPACITY GROUP, INC., a Texas corporation (“GCG”),
      CENTREPATH, INC., a Delaware corporation (“Centrepath”),
      20/20
      TECHNOLOGIES, INC., a Delaware corporation (“20/20
      Inc.”),
      20/20
      TECHNOLOGIES I, LLC, a Delaware limited liability company (“20/20
      LLC”),
      NEXVU
      TECHNOLOGIES, LLC, a Delaware limited liability company (“Nexvu”),
      FNS
      2007, INC., a Delaware corporation (“FNS”),
      MAGENTA NETLOGIC LIMITED, a company incorporated under the laws of England
      and
      Wales (“Magenta”),
      CAPITAL GROWTH ACQUISITION, INC., a Delaware corporation (“CG
      Acquisition”),
      VANCO
      DIRECT USA, LLC, t/b/k/a GLOBAL CAPACITY DIRECT, LLC, a Delaware limited
      liability company (“Vanco”;
      Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, FNS, Magenta, CG
      Acquisition and Vanco are referred to herein collectively as the “Borrowers”),
      jointly and severally promise to pay to the order of ACF CGS, L.L.C., a Delaware
      limited liability company as administrative agent (the “Agent”),
      at
      the office of the Agent located at 570 Lexington Avenue, 40th
      Floor
      New York, NY 10022 or such other office as the holder hereof may from time
      to
      time designate in writing, in lawful money of the United States of America
      and
      in immediate available funds, the principal amount of Eight
      Million Five Hundred Thousand Dollars ($8,500,000),
      together with interest from and after the date hereof on the unpaid principal
      balance outstanding at a variable rate per annum as set forth in the Term Loan
      and Security Agreement dated as of even date herewith, between Agent, Borrowers
      and Lender and the other lenders from time to time party thereto (as amended
      from time to time, the “Term
      Loan Agreement”).

     

    This
      Secured Term Loan Promissory Note (the “Note”)
      is
      issued pursuant to the Term Loan Agreement and is entitled to all of the
      benefits and security of the Term Loan Agreement. All of the terms, covenants
      and conditions of the Term Loan Agreement and the Loan Documents (as defined
      in
      the Term Loan Agreement) are hereby made a part of this Note and are deemed
      incorporated herein in full. All capitalized terms used herein, unless otherwise
      specifically defined in this Note, shall have the meanings ascribed to them
      in
      the Term Loan Agreement.

     

    The
      rate
      of interest in effect hereunder shall be calculated with reference to the
Section
      3,
      in the
      Term Loan Agreement. The interest due hereunder shall be computed in the manner
      provided in the Term Loan Agreement.

     

    The
      principal and accrued interest on this Note shall be due and payable on the
      dates and in the manner set forth in the Term Loan Agreement.

     

    Notwithstanding
      the forgoing, the entire unpaid principal balance and any accrued interest
      on
      this Note shall be due and payable immediately upon any acceleration of the
      indebtedness evidenced by this Note by the Lender pursuant to the Term Loan
      Agreement or upon any termination of the Term Loan Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    This
      Note
      shall be subject to mandatory prepayment in accordance with the provisions
      of
Section 2(c)
      of the
      Term Loan Agreement. Borrowers may also prepay this Note, in whole or in part,
      in the manner provided in Section
      2(d) of
      the
      Term Loan Agreement.

     

    Upon
      the
      occurrence of an Default, the Agent and the Lenders shall have all rights and
      remedies set forth in Section
      13
      of the
      Term Loan Agreement and the other Loan Documents.

     

    Time
      is
      of the essence with respect to payments due under this Note. To the fullest
      extent permitted by applicable law, the Borrowers and every endorser and
      guarantor (if any) of this Note or the obligation represented hereby waives
      presentment, demand, notice, protest and all other demands and notices in
      connection with the delivery, acceptance, performance, default or enforcement
      of
      this Note, and assents to any extension or postponement of the time of payment
      or any other indulgence, to any substitution, exchange or release of collateral
      and to the addition or release of any other party or person primarily or
      secondarily liable.

     

    Wherever
      possible, each provision of this Note shall be interpreted in such manner as
      to
      be effective and valid under applicable law, but if any provision of this Note
      shall be prohibited or invalid under applicable law, such provision shall be
      ineffective to the extent of such prohibition or invalidity without invalidating
      the remainder of such provision or remaining provisions of this Note. No delay
      or failure on the part of the Agent or any of the Lenders in the exercise of
      any
      right or remedy hereunder shall operate as a waiver thereof, nor as an
      acquiescence in any default, nor shall any single or partial exercise by the
      Agent or any of the Lenders of any right or remedy preclude any other right
      or
      remedy. Agent or any of the Lenders, at their option, may enforce their rights
      against any collateral securing this Note without enforcing their rights against
      the Borrowers, any guarantor of the indebtedness evidenced hereby or any other
      property or indebtedness due or to become due to the Borrowers. The Borrowers
      agree that, without releasing or impairing Borrowers’ liability hereunder,
      Agent, for the benefit of the Lenders may at any time release, surrender,
      substitute or exchange any collateral securing this Note and may at any time
      release any party primarily or secondarily liable for the indebtedness evidenced
      by this Note.

     

    THIS
      NOTE AND THE OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES
      BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
      (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWERS
      AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE
      COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND THE
      CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
      PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESSES
      SPECIFIED IN ITEM
      28 OF THE ADDENDUM
      TO THE TERM LOAN AGREEMENT. THE BORROWERS HEREBY WAIVE ANY OBJECTION THAT IT
      MAY
      NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT
      SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.


     

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        2

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF, the undersigned have executed this Note to be duly executed
      and
      delivered by an officer thereunto duly authorized as of the day and year first
      above written.

     

    
      	 	 	 
	 	CAPITAL
              GROWTH
              SYSTEMS, INC.
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title:	  
              


    

     

    
      	 	 	 
	 	GLOBAL
              CAPACITY
              GROUP, INC. 
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title:	  
              


    

     

    
      	 	 	 
	 	CENTREPATH,
              INC.
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title:	  
              


    

     

    
      	 	 	 
	 	20/20
              TECHNOLOGIES, INC.
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title:	  
              


    

     

    
      	 	 	 
	 	20/20
              TECHNOLOGIES
              I, LLC
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title:	  
              


    

     

    
      	 	 	 
	 	NEXVU
              TECHNOLOGIES, LLC
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title:	  
              


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	FNS
              2007,
              INC.
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title:	  
              


    

     

    
      	 	 	 
	 	CAPITAL
              GROWTH
              ACQUISITION, INC.
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title:	  
              


    

     

    
      	 	 	 
	 	
              VANCO
                DIRECT USA, LLC t/b/k/a GLOBAL 

              CAPACITY
                DIRECT,
                LLC

            
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title:	  
              


    

     

    
      	 	 	 
	 	MAGENTA
              NETLOGIC
              LIMITED
	 
 	 
 	 
 
	 	By:  	   
              
	 	Name:	   
              
	 	Title: