March 30,
2010

    


    VIA FEDERAL
EXPRESS

    AND ELECTRONIC
MAIL

    


    Capital
Growth Systems, Inc., d/b/a Global Capacity

    500 West
Madison Street

    Chicago,
Illinois  60661

    Attn.:  Patrick
Shutt

    


    
      	
               
      

            	
              Re:

            	
              Capital Growth
      Systems, Inc./ ACF CGS, L.L.C. Forbearance
  Fee

            


    

    


    Dear Mr.
Shutt:

    


    We refer
to that certain Term Loan and Security Agreement dated as of November 19, 2008
by and among CAPITAL GROWTH SYSTEMS, INC., d/b/a Global Capacity, 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”), CAPITAL
GROWTH ACQUISITION, INC., a Delaware corporation (“CG Acquisition”), FNS
2007, INC., a Delaware corporation (“FNS”), GLOBAL
CAPACITY DIRECT, LLC f/k/a VANCO DIRECT USA, LLC, a Delaware limited liability
company (“GCD”), and MAGENTA
NETLOGIC LIMITED, a company incorporated under the laws of England and Wales
(“Magenta”;
Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, CG Acquisition, FNS, GCD
and Magenta each referred to herein individually as a “Borrower” and
collectively as the “Borrowers”), ACF CGS,
L.L.C., a Delaware limited liability company (“Agent”), as
administrative agent and the lenders party thereto (as amended, modified and/or
restated from time to time, the “Loan Agreement”; all
capitalized terms used and not otherwise defined herein shall have their
respective meanings as set forth in the Loan Agreement).  Reference is
also made to the Third Amendment to Forbearance Agreement of even date herewith
by and between the Agent and the Borrowers which acknowledges the agreement of
the Agent and the Lenders to temporarily forbear from exercising certain rights
and remedies with respect to the Defaults under the Loan Agreement referenced
therein (the “Forbearance”).

    


    By
execution of this letter agreement, in consideration of Agent and the Lenders
granting the Forbearance, Borrowers hereby agree to pay to Agent, for the
account of the Lenders, a fee in an amount equal to one percent (1.0%) of the
outstanding balance of the Term Loan as of the date of this agreement, which fee
shall be paid in cash simultaneously with the execution of this letter agreement
(the “Forbearance
Fee”).



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    The
Forbearance Fee is fully earned by Lenders on the date hereof and shall be
non-refundable.  The Forbearance Fee is separate and in addition to
all other fees payable pursuant to the terms of the Loan Agreement and the other
Loan Documents.

    


    Borrowers
acknowledge and agree that the Forbearance Fee constitutes a fee as
consideration for entering into the Forbearance and is not intended as and does
not constitute interest or a charge in the nature of interest.  Agent
and Borrowers intend to comply at all times with applicable usury
laws.  In no event or contingency shall the interest contracted for,
charged, received, paid or agreed to be paid to Agent exceed the maximum amount
permissible under applicable law.  If from any circumstance
whatsoever, interest would otherwise be payable to Agent in excess of the
maximum allowable rate, the interest payable shall be reduced to such maximum
rate; and if from any circumstance Agent shall ever receive anything of value
deemed interest by applicable law in excess of the maximum rate, an amount equal
to any excessive interest shall be applied to the principal of the Term Loan as
provided for in the Loan Agreement and not to the payment of
interest.

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
letter agreement has been duly authorized, executed and delivered by Borrowers,
and constitutes a legal, valid, binding and enforceable agreement against each,
jointly and severally.  This letter agreement is governed by New York
law, exclusive of its choice of law principles.

    


    
      
        
          
            
              	
                      Sincerely,

                    
	 
      
	
                      ACF
      CGS, L.L.C., as Agent and a Lender

                    
	 
      	 
      
	
                      By: 

                    	 
      
	Name:
      Eric
      Edidin
	Title:  
      Authorized
      Manager


            

          

        

      

    

    


    Agreed as
of the date first written above:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    BORROWERS:

                                  
	 
      
	
                                    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:

                                            
	 
      	 
      
	
                                              CAPITAL
      GROWTH ACQUISITION, INC.

                                            
	 
      	 
      
	
                                              By:

                                            	 
      
	
                                              Name:

                                            
	
                                              Title:

                                            
	 
      	 
      
	
                                              FNS
      2007, INC.

                                            
	 
      	 
      
	
                                              By:

                                            	 
      
	
                                              Name:

                                            
	
                                              Title:

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            GLOBAL
      CAPACITY DIRECT, LLC, f/k/a

                          
	
                            VANCO
      DIRECT USA, LLC

                          
	 
      	 
      
	
                            By:

                          	 
      
	
                            Name:

                          
	
                            Title:

                          
	 
      	 
      
	
                            MAGENTA
      NETLOGIC LIMITED

                          
	 
      	 
      
	
                            By:

                          	 
      
	
                            Name:

                          
	
                            Title