EXHIBIT
10.11

     

    2009
INTERCREDITOR AGREEMENT

     

    This
2009 INTERCREDITOR
AGREEMENT (the “Agreement”) is made
and effective as of July 31, 2009, by and among the holders of the Company’s
Original Issue Discount Secured Convertible Debentures due March 2015 signatory
hereto (the “March
Creditors”), the holders of Capital Growth Systems, Inc.’s Original Issue
Discount Secured Convertible Debentures Due November 2015 signatory hereto (the
“November
Creditors”), the holders of the Company’s VPP Debentures due November
2011 signatory hereto (the “VPP Creditors” and together with the March
Creditors, the “Existing Creditors”)
and the July Creditors (as defined below) (the Existing Creditors and the July
Creditors are collectively referred to as the “Creditors”).

     

    RECITALS

     

    WHEREAS,
the March Creditors are parties to that certain Securities Purchase Agreement
dated March 11, 2008 (the “March Purchase
Agreement”) by and between each March Creditor and Capital Growth
Systems, Inc. (the “Company”) and are the
holders of Original Issue Discount Secured Convertible Debentures Due, subject
to the terms therein, March 2015 (the “March Debentures”),
with an aggregate total original face amount of $30,847,551 (within an aggregate
outstanding principal balance as of April 30, 2009 in aggregate of $27,610,912),
executed by the Company in favor of the March Creditors (the “March Indebtedness”),
and the March Creditors are the beneficiaries of that certain Security Agreement
dated March 11, 2008 (the “March Security Agreement”)
among the Company, the March Creditors and Enable Growth Partners, LP (“Collateral Agent”),
as collateral agent for the benefit of the March Creditors (“Collateral
Agent”);

     

    WHEREAS,
the November Creditors are the parties to that certain Securities Purchase
Agreement dated as of November 19, 2008 (the “November Purchase Agreement”)
by and between each November Creditor and the Company and are the holders of
Original Issue Discount Secured Convertible Debentures Due, subject to the terms
therein, November 2015 (the “November Debentures”
and together with the March Debentures, the “Existing
Debentures”), with an aggregate total face amount of $14,891,250 (all of
which is presently outstanding) executed by the Company in favor of the November
Creditors (the “November
Indebtedness”), and the November Creditors are the beneficiaries of that
certain Security Agreement dated as of November 19, 2008 (the “November Security
Agreement”) among the Company, the November Creditors and Collateral
Agent;

     

    WHEREAS,
the VPP Creditors are the parties to that certain Securities Purchase Agreement
dated as of July__, 2009 (the “VPP Purchase Agreement,
” and together with the March Purchase Agreement and the November
Purchase Agreement, collectively, the “Existing Purchase Agreements”) by and
between each VPP Creditor and the Company and are the holders of Original Issue
Discount Secured Convertible Debentures Due, subject to the terms therein,
November 2015 (the “VPP Debentures,” and
together with the November Debentures and the March Debentures, collectively,
the “Existing
Debentures”), which are currently or may hereafter be issued with
subscription amounts of up to $2,500,000, subject to an OID factor of 65%, which
would result in $4,125,000 if fully subscribed), executed by the Company in
favor of the VPP Creditors (the indebtedness evidenced thereby being the “VPP Indebtedness” and
together with the November Indebtedness and the March Indebtedness,
collectively, the “Existing
Indebtedness”), and the VPP Creditors are the beneficiaries of that
certain Security Agreement dated as of July __, 2009 (the “VPP Security
Agreement” and together with the March Security Agreement and the
November Security Agreement, collectively, the “Existing Security
Agreements”) among the Company, the VPP Creditors and the Collateral
Agent.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    WHEREAS,
pursuant to that certain Securities Purchase Agreement dated July 31, 2009 (the
“July Purchase
Agreement” and together with the Existing Purchase Agreements, the “Purchase
Agreements”), the investors signatory thereto (the “July Creditors” and
together with the Existing Creditors, the “Creditors”) will be
purchasing up to $10,500,000, in the aggregate principal amount of Original
Issue Discount Secured Convertible Debentures due, subject to the terms therein,
May 30, 2011 (the “July Debentures” and
together with the Existing Debentures, the “Debentures”), from
the Company (the “July
Indebtedness” and together with the Existing Indebtedness, the “Indebtedness”), and
will be the beneficiaries of that certain Security Agreement, dated on or about
the date hereof (the “July Security
Agreement” and together with the Existing Security Agreements, the “Security
Agreements”);

     

    WHEREAS,
the July Indebtedness will also be secured by all assets of the Company and rank
senior to the Existing Indebtedness;

     

    WHEREAS,
the Creditors wish to memorialize their agreements concerning their respective
rights, duties and obligations to one another with respect to the security
interests granted under the Indebtedness.

     

    NOW,
THEREFORE, in consideration of the mutual covenants herein, their respective
performances and benefits pertaining to the Indebtedness, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     

    
      	
              1.

            	
              Ranking.

            


    

     

    
      	
               
      

            	
              1.1

            	
              The
      Indebtedness shall rank in the following order of priority:  any
      sums secured or owed to the Existing Creditors or the July Creditors,
      first to the July Creditors (as it relates to the July Indebtedness),
      second to the Existing Creditors (as it relates to the Existing
      Indebtedness).  The Existing Creditors authorize and direct the
      Collateral Agent to perform its obligations under the Security Agreements
      pursuant to this provision.  The Company and each Subsidiary
      agree that all payments of Obligations under the July Indebtedness and the
      Existing Indebtedness shall be made in accordance with the relative
      priorities and proportions set forth herein.   In addition,
      the Company hereby agrees to cause all direct and indirect subsidiaries
      hereafter formed or acquired to agree to be bound by the terms of this
      Agreement.

            


    

     

    
      	
               
      

            	
              1.2

            	
              If
      an Event of Default (as defined under any Indebtedness) occurs and any
      Existing Creditor receives payment from the Company not in compliance with
      this Agreement, the July Creditors shall be immediately notified and such
      payment shall be immediately paid by the Existing Creditors to the July
      Creditors pro-rata in
      proportion to each July Creditor’s outstanding principal amount of July
      Indebtedness at any given time that a determination needs to be made of
      pro-rata holdings.

            


    

     

    
      	
               
      

            	
              1.3

            	
              If
      an Event of Default occurs and any Existing Creditor collects proceeds
      pursuant to its rights under any Indebtedness, the July Creditors shall be
      immediately notified and such payment shall be immediately paid by the
      Existing Creditors to the July Creditors in proportion to each July
      Creditor’s outstanding principal amount of July Indebtedness as set forth
      above.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              1.4

            	
              Notwithstanding
      any other provision in this Agreement, adjustments shall be made between
      the Creditors from time to time to reflect the fact that any contingent
      obligation taken into account as an obligation under the Indebtedness
      becomes satisfied or incapable of maturing into an actual
      obligation.

            


    

     

    
      	
               
      

            	
              1.5

            	
              Notwithstanding
      anything to the contrary contained in the Purchase Agreements,
      or  any document executed in connection with the Existing
      Indebtedness and irrespective of: (i) the time, order or method of
      attachment or perfection of the security interests created in favor of
      Existing Creditors and the July Creditors, (ii) the time or order of
      filing or recording of financing statements or other documents filed or
      recorded to perfect security interests in any collateral; (iii) anything
      contained in any filing or agreement to which any Creditor now or
      hereafter may be a party; and (iv) the rules for determining perfection or
      priority under the Uniform Commercial Code or any other law governing the
      relative priorities of secured creditors, each Existing Creditor
      acknowledges that all July Creditors (x) have a valid security interest in
      the Collateral and (y) the security interests of the July Creditors in any
      Collateral pursuant to any outstanding July Indebtedness shall have
      priority over, and rank senior to, the security interests of the Existing
      Creditors in such Collateral.

            


    

     

    
      	
               
      

            	
              1.6

            	
              Each
      Existing Creditor agrees not to commence any action or proceeding
      concerning the Indebtedness or the Collateral without providing at least
      three business day’s notice to all July
  Creditors.

            


    

     

    
      	
              2.

            	
              Indemnification by
      Existing Creditors.  Existing Creditors shall indemnify,
      defend, and hold harmless July Creditors against and in respect of any and
      all claims, demands, losses, costs, expenses, obligations, liabilities,
      damages, recoveries, and deficiencies, including interest, penalties, and
      reasonable professional and attorneys’ fees, including those arising from
      settlement negotiations, that July Creditors shall incur or suffer, which
      arise, result from, or relate to a breach of, or failure by Existing
      Creditors to perform under this
Agreement.

            


    

     

    
      	
              3.

            	
              Indemnification by
      July Creditors.  July Creditors shall indemnify, defend,
      and hold harmless Existing Creditors against and in respect of any and all
      claims, demands, losses, costs, expenses, obligations, liabilities,
      damages, recoveries, and deficiencies, including interest, penalties, and
      reasonable professional and attorneys’ fees, including those arising from
      settlement negotiations, that  Existing Creditors shall incur or
      suffer, which arise, result from, or relate to a breach of, or failure by
      July Creditors to perform under this
Agreement.

            


    

     

    
      	
              4.

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              4.1

            	
              Assignment.  The
      rights and obligations of the Creditors under this Agreement may be
      assigned to or assumed to a transferee of the Debentures, as
      applicable.

            


    

     

    
      	
               
      

            	
              4.2

            	
              Binding
      Effect.  This Agreement shall be binding on, and shall
      inure to the benefit of, the parties to it and their respective heirs,
      legal representatives, and
successors.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.3

            	
              Parties in
      Interest.  Except as expressly provided in this
      Agreement, nothing in this Agreement, whether express or implied, is
      intended to confer any rights or remedies under or by reason of this
      Agreement on any persons other than the parties to it and their respective
      successors and assigns, nor is anything in this Agreement intended to
      relieve or discharge the obligation or liability of any third persons to
      any party to this Agreement, nor shall any provision give any third
      persons any right to subrogation or action over against any party to this
      Agreement.

            


    

     

    
      	
               
      

            	
              4.4

            	
              Entire
      Agreement.  This Agreement constitutes the entire
      agreement between the parties pertaining to the subject matter contained
      in it and supersedes all prior and contemporaneous agreements,
      representations and understandings of the
  parties.

            


    

     

    
      	
               
      

            	
              4.5

            	
              Amendment.  No
      supplement, modification, or amendment of this Agreement shall be binding
      unless executed in writing by Existing Creditors holding not less than 67%
      of then outstanding principal amount of Existing Debentures and July
      Creditors holding not less than 67% of then outstanding principal amount
      of New Debentures, which amendment shall be binding upon all holders
      signatory hereto.

            


    

     

    
      	
               
      

            	
              4.6

            	
              Waiver.  No
      waiver of any of the provisions of this Agreement shall be deemed, or
      shall constitute, a waiver of any other provision, whether or not similar,
      nor shall any waiver constitute a continuing waiver.  No waiver
      shall be binding unless executed in writing by the party making the
      waiver.

            


    

     

    
      	
               
      

            	
              4.7

            	
              Notices.  Notices
      given under this Agreement shall be delivered as set forth in the
      applicable Purchase Agreement.

            


    

     

    
      	
               
      

            	
              4.8

            	
              Governing Law and
      Venue.  This Agreement shall be construed in accordance
      with, and governed by, the laws of the State of New York, and any action
      or proceeding, including arbitration, brought by any party in which this
      Agreement is a subject, shall be brought in New York County, New
      York.

            


    

     

    
      	
               
      

            	
              4.9

            	
              Effect of
      Headings.  The headings of the Sections of this Agreement
      are included for purposes of convenience only, and shall not affect the
      construction or interpretation of any of its
  provisions.

            


    

     

    
      	
               
      

            	
              4.10

            	
              Invalidity.  Any
      provision of this Agreement which is invalid, void, or illegal, shall not
      affect, impair, or invalidate any other provision of this Agreement, and
      such other provisions of this Agreement shall remain in full force and
      effect.

            


    

     

    
      	
               
      

            	
              4.11

            	
              Counterparts.  This
      Agreement may be executed in multiple counterparts, each of which may be
      executed by less than all of the parties and shall be deemed to be an
      original instrument which shall be enforceable against the parties
      actually executing such counterparts and all of which together shall
      constitute one and the same instrument.  In lieu of the original
      documents, a facsimile transmission or copy of the original documents
      shall be as effective and enforceable as the
  original.

            


    

     

    
      	
               
      

            	
              4.12

            	
              Number and
      Gender.  When required by the context of this Agreement,
      each number (singular and plural) shall include all numbers, and each
      gender shall include all genders.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.13

            	
              Further
      Assurances.  Each party to this Agreement agrees to
      execute further instruments as may be necessary or desirable to carry out
      this Agreement, provided the party requesting such further action shall
      bear all related costs and
expenses.

            


    

     

    
      	
               
      

            	
              4.14

            	
              Professional Fees and
      Costs.  If any legal or equitable action, arbitration, or
      other proceeding, whether on the merits or on motion, are brought or
      undertaken, or an attorney retained, to enforce this Agreement, or because
      of an alleged dispute, breach, default, or misrepresentation in connection
      with any of the provisions of this Agreement, then the successful or
      prevailing party or parties in such undertaking (or the party that would
      prevail if an action were brought) shall be entitled to recover reasonable
      attorney's fees and other professional fees and other costs incurred in
      such action, proceeding, or discussions, in addition to any other relief
      to which such party may be entitled.  The parties intend this
      provision to be given the most liberal construction possible and to apply
      to any circumstances in which such party reasonably incurs
      expenses.

            


    

     

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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    ACKNOWLEDGED
AND AGREED TO:


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              	
                                                                                                                      Capital Growth Systems, Inc.

                                                                                                                    	 
      	
                                                                                                                      Magenta netLogic, Limited

                                                                                                                    
	 
      	 
      	 
      
	
                                                                                                                      By:

                                                                                                                    	
                                                                                                                       /s/ Patrick Shutt

                                                                                                                    	 
      	
                                                                                                                      By:

                                                                                                                    	
                                                                                                                       /s/ Patrick Shutt

                                                                                                                    
	
                                                                                                                      Name:

                                                                                                                    	
                                                                                                                       Patrick Shutt

                                                                                                                    	 
      	
                                                                                                                      Name:

                                                                                                                    	
                                                                                                                       Patrick Shutt

                                                                                                                    
	
                                                                                                                      Title:

                                                                                                                    	
                                                                                                                       CEO

                                                                                                                    	 
      	
                                                                                                                      Title:

                                                                                                                    	
                                                                                                                       CEO

                                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                      Global Capacity Group, Inc.

                                                                                                                    	 
      	
                                                                                                                      CentrePath, Inc.

                                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                      By:

                                                                                                                    	
                                                                                                                       /s/ Patrick Shutt

                                                                                                                    	 
      	
                                                                                                                      By:

                                                                                                                    	
                                                                                                                       /s/ Patrick Shutt

                                                                                                                    
	
                                                                                                                      Name:

                                                                                                                    	
                                                                                                                       Patrick Shutt

                                                                                                                    	 
      	
                                                                                                                      Name:

                                                                                                                    	
                                                                                                                       Patrick Shutt

                                                                                                                    
	
                                                                                                                      Title:

                                                                                                                    	
                                                                                                                       CEO

                                                                                                                    	 
      	
                                                                                                                      Title:

                                                                                                                    	
                                                                                                                       CEO

                                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                      Nexvu Technologies, LLC

                                                                                                                    	 
      	
                                                                                                                      FNS 2007, INC.

                                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                      By:

                                                                                                                    	
                                                                                                                       /s/ Patrick Shutt

                                                                                                                    	 
      	
                                                                                                                      By:

                                                                                                                    	
                                                                                                                       /s/ Patrick Shutt

                                                                                                                    
	
                                                                                                                      Name:

                                                                                                                    	
                                                                                                                       Patrick Shutt

                                                                                                                    	 
      	
                                                                                                                      Name:

                                                                                                                    	
                                                                                                                       Patrick Shutt

                                                                                                                    
	
                                                                                                                      Title:

                                                                                                                    	
                                                                                                                       CEO

                                                                                                                    	 
      	
                                                                                                                      Title:

                                                                                                                    	
                                                                                                                       CEO

                                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                      Global Capacity Direct, LLC

                                                                                                                    	 
      	
                                                                                                                      20/20 Technologies, Inc..

                                                                                                                    
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                                      By:

                                                                                                                    	
                                                                                                                       /s/ Patrick Shutt

                                                                                                                    	 
      	
                                                                                                                      By:

                                                                                                                    	
                                                                                                                       /s/ Patrick Shutt

                                                                                                                    
	
                                                                                                                      Name:

                                                                                                                    	
                                                                                                                       Patrick Shutt

                                                                                                                    	 
      	
                                                                                                                      Name:

                                                                                                                    	
                                                                                                                       Patrick Shutt

                                                                                                                    
	
                                                                                                                      Title:

                                                                                                                    	
                                                                                                                       CEO

                                                                                                                    	 
      	
                                                                                                                      Title:

                                                                                                                    	
                                                                                                                       CEO

                                                                                                                    


                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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