EXHIBIT
      10.1

     

    MARK
      A. DICKEY

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 26th
      day of
      April, 2007, by and between Global
      Capacity Group, Inc.,
      a Texas
      corporation (the “Company”), and Mark
      A.
      Dickey
      (the
“Employee”).

     

    RECITALS:

     

    A. The
      Company is in the telecommunications business.

     

    B. The
      Employee and the Company wish to enter into new terms of
      employment.

     

    C. The
      Company desires to employ the Employee and Employee desires to be employed
      by
      the Company as Senior Vice President- Sales, Strategic Networks, subject to
      the
      terms, conditions and covenants hereinafter set forth.

     

    D. As
      a
      condition of the Company employing the Employee, Employee has agreed not to
      divulge to the public the Company’s confidential information, not to solicit the
      Company’s vendors, customers or employees and not to compete with the Company,
      all upon the terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the agreements, covenants
      and
      conditions set forth herein, the Employee and the Company hereby agree as
      follows:

     

    ARTICLE
      I

    EMPLOYMENT

     

    1.1 Employment.
      The
      Company hereby employs, engages and hires Employee, and Employee hereby accepts
      employment, upon the terms and conditions set forth in this Agreement. The
      Employee shall serve as Senior Vice President - Sales, Strategic Networks of
      the
      Company. The Employee shall have and fully perform the duties and
      responsibilities required for such job title and position and shall perform
      such
      additional services and discharge such other responsibilities as may be, from
      time to time, assigned or delegated by the Company, but in no case shall there
      be any significant increase in the job duties from the duties of the Employee
      prior to the signing of this Agreement. 

     

    1.2 Activities
      and Duties During Employment.
      Employee represents and warrants to the Company that Employee is free to accept
      employment with the Company and that Employee has no prior or other commitments
      or obligations of any kind to anyone else which would hinder or interfere with
      the performance of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Employee
      accepts the employment described in Article I
      of this
      Agreement and agrees to devote the necessary time to timely perform the duties
      and responsibilities fully, including the performance of such other services
      and
      responsibilities as the Company may from time to time stipulate. Employee shall
      be present on the Company premises or actively engaged in service to or on
      behalf of the Company during normal business hours Monday through Friday,
      excluding business travel and periods of personal leave, vacation and sick
      leave. However, Employee shall not be required to relocate from his personal
      residence without separate prior agreement between the parties.

     

    ARTICLE
      II

    TERM

     

    2.1 Term.
      The
      term of employment under this Agreement shall be one (1) year (the “Initial
      Term”), commencing on the date of the Agreement. This Agreement may be renewed
      by mutual agreement of the two parties for subsequent one-year terms as agreed
      by the parties (each a “Renewal Term”). The Initial Term and any Renewal Terms
      shall herein be referred to as the “Employment Term”.

     

    2.2 Termination.
      The
      Employment Term and employment of Employee may be terminated as
      follows:

     

    (a) By
      the
      Company immediately for “Cause.” For the purpose of this Agreement, “Cause”
shall mean: (i) conduct amounting to fraud, embezzlement, or illegal misconduct
      in connection with Employee’s duties under this Agreement; (ii) the conviction
      of Employee by a court of proper jurisdiction of (or his or her written,
      voluntary and freely given confession to) a crime which constitutes a felony
      (other than a traffic violation) or an indictment that results in material
      injury to the Company’s property, operation or reputation; (iii) the willful
      failure of Employee to comply with reasonable directions of the Company or
      any
      of the policies of the Company or (iv) willful misconduct or a material default
      by the Employee in the performance or observance of any promise or undertaking
      of Employee under this Agreement.

     

    (b) Automatically,
      without the action of either party, upon the death of Employee
      (“Death”).

     

    (c) By
      either
      party upon the Total Disability of the Employee. The Employee shall be
      considered to have a Total Disability for purposes of this Agreement if he
      or
      she is unable by reason of accident or illness to substantially perform his
      or
      her employment duties, and is expected to be in such condition for periods
      totaling six (6) months (whether or not consecutive) during any period of twelve
      (12) months. Nothing herein shall limit the Employee’s right to receive any
      payments to which Employee may be entitled under any disability or employee
      benefit plan of the Company or under any disability or insurance policy or
      plan.
      During a period of disability prior to termination hereunder, Employee shall
      continue to receive his or her full compensation (including base salary and
      bonus) and benefits, subject to offset to the extent of any disability insurance
      payments received by the Employee pursuant to any disability insurance policy
      maintained by or paid for by the Company.

     

    (d) By
      the
      Employee upon ten (10) business days notice to the Company for Good Reason,
      which notice shall state the reason for termination. For the purpose of this
      Agreement, “Good Reason” shall mean any material failure by the Company to
      comply with the provisions of this Employment Agreement, including but not
      limited to, failure to timely pay any part of Employee’s compensation (including
      salary, sales commissions, performance compensation in any form, or bonus)
      or
      provide the benefits contemplated herein. 

     

    
      
         

      

      
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    2.3 Cessation
      of Rights and Obligations: Survival of Certain Provisions.
      On the
      date of expiration or earlier termination of the Employment Term for any reason,
      all of the respective rights, duties, obligations and covenants of the parties,
      as set forth herein, shall, except as specifically provided herein to the
      contrary, cease and become of no further force or effect as of the date of
      said
      termination, and shall only survive as expressly provided for
      herein.

     

    2.4 Cessation
      of Compensation.
      In lieu
      of any severance under any severance plan that the Company may then have in
      effect, and subject to (i) the receipt of a full and unconditional release
      from
      Employee and (ii) any amounts owed by the Employee to the Company under any
      contract, agreement or loan document entered into after the date hereof which
      relates solely to his or her employment with the Company (including, but not
      limited to, loans made by the Company to the Employee), the Company shall pay
      to
      the Employee, and the Employee shall be entitled to receive, the following
      amounts within thirty (30) days of the date of a termination of his or her
      employment:

     

    (a) Voluntary
      Termination/Cause/Expiration of Term.
      Upon
      (i) Employee terminating his or her employment without Good Reason, (ii) the
      expiration of the Employment Term because the Employee or the Company elects
      to
      not extend the Employment Term, or (iii) a termination of the Employment Term
      for Cause by the Company the Employee shall be entitled to receive his or her
      or
      her base salary (which shall include any of his or her unused vacation pay
      for
      the year of such termination) and expense reimbursements solely through the
      date
      of termination.

     

    (b) Death
      or Total Disability.
      Upon
      the termination of the Employment Term by reason of the Death or Total
      Disability of the Employee, the Employee (or, in the case of Death, his or
      her
      estate) shall be entitled to receive his base salary (which shall include any
      of
      his or her unused vacation pay for the year of such termination) and expense
      reimbursements solely through the date of termination, plus a lump sum equal
      to
      six months’ base compensation.

     

    (c) Involuntary.
      Upon
      the termination of the Employment Term by the Employee for Good Reason, or
      by
      the Company due to Death, Total Disability or for reasons other than for Cause,
      the Employee shall be entitled to receive in a lump sum an amount equal to
      six
      months; base salary as severance , which shall be in lieu of any other payment
      for damages as a result of termination of this Agreement. The severance pay
      per
      this Section 2.4(d) shall be for the 6 full months following termination,
      irrespective of the remaining term of this Agreement. In addition, Employee
      shall upon termination of this Agreement per the terms of this Section 2.4(d),
      be entitled to prorated vacation pay and expense reimbursement through the
      date
      of termination. In addition, Employee shall be entitled to payment by the
      Company of the premiums for group health insurance coverage otherwise payable
      by
      Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985
      (“COBRA”) for a period of 12 months following termination of this Agreement per
      this Section 2.4(d). It shall be a condition to Employee’s right to receive the
      payments described above that Employee shall be in compliance with all of the
      Employee’s obligations which survive termination hereof, including without
      limitation those arising under Articles
      IV and V
      hereof.
      The payments described above are intended to be in lieu of all other payments
      to
      which Employee might otherwise be entitled in respect of termination of
      Employee’s employment without Cause or due to “Good Reason” unless otherwise
      required by law or under other agreements between the parties.

     

    
      
         

      

      
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    2.5 Business
      Expenses.

     

    (a) Reimbursement.
      The
      Company shall reimburse the Employee for all reasonable, ordinary, and necessary
      business expenses incurred by him or her in connection with the performance
      of
      his or her duties hereunder, including, but not limited to, ordinary and
      necessary travel expenses and entertainment expenses. The reimbursement of
      business expenses will be governed by the policies of the Company from
      time-to-time and the terms otherwise set forth herein.

     

    (b) Accounting.
      The
      Employee shall provide the Company with an accounting of his or her expenses,
      which accounting shall clearly reflect which expenses were incurred for proper
      business purposes in accordance with the policies adopted by the Company and
      as
      such are reimbursable by the Company. The Employee shall provide the Company
      with such other supporting documentation and other substantiation of
      reimbursable expenses as will conform to Internal Revenue Service or other
      requirements. All such reimbursements shall be payable by the Company to the
      Employee within a reasonable time after receipt by the Company of appropriate
      documentation therefor.

     

    2.6 Sole
      Compensation.
      Employee shall not be entitled to any other compensation from the Company than
      as set forth in Article
      II
      hereof
      as a result of termination of Employee’s employment. The foregoing shall not be
      construed to limit any rights of Employee to receive the Contingent
      Consideration under the Merger Agreement.

     

    ARTICLE
      III

    COMPENSATION
      AND BENEFITS

     

    3.1 Compensation.
      During
      the Employment Term of this Agreement, the Company shall pay Employee such
      salary and bonus as set forth on Exhibit
      A.

     

    3.2 Payment.
      All
      compensation shall be payable in intervals in accordance with the general
      payroll payment practice of the Company. The compensation shall be subject
      to
      such withholdings and deductions by the Company as are required by
      law.

     

    3.3 Other
      Benefits.
      Employee shall be entitled to participate in any retirement, pension,
      profit-sharing, health plan, insurance, disability income, incentive
      compensation and welfare or any other benefit plan or plans of the Company
      which
      may now or hereafter be in effect and for which the Employee is eligible.
      Notwithstanding the forgoing, the Company shall be under no obligation to
      institute or continue the existence of any such benefit plan.

     

    
      
         

      

      
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    ARTICLE
      IV

    CONFIDENTIALITY,
      NON-SOLICITATION AND NON-COMPETE AGREEMENT

     

    4.1 Company.
      As used
      in this Article IV,
      the
      Company shall include the Company and each corporation, partnership, or other
      entity that controls the Company, is controlled by the Company, or is under
      common control with the Company (in each case “control” meaning the direct or
      indirect ownership of 50% or more of all outstanding equity
      interests).

     

    4.2 Negative
      Covenants.
      While
      Employee is employed by the Company and, following the termination of Employee’s
      employment for any reason, until the first anniversary of the date of
      termination of Employee’s employment by Company (“Date of Termination”),
      Employee will not, directly or indirectly:

     

    (a) employ
      or
      attempt to employ any director, officer, or employee of the Company, or
      otherwise interfere with or disrupt any employment relationship (contractual
      or
      other) of the Company;

     

    (b) solicit,
      request, advise, or induce any present or potential customer (defined by those
      companies from which the Company has either solicited business or have prepared
      marketing proposals for the solicitation of business within the past 12 months
      prior the Date of Termination), supplier, or other business contact of the
      Company to cancel, curtail, or otherwise change its relationship with the
      Company; or

     

    (c) publicly
      criticize or disparage in any manner or by any means the Company or its
      management, policies, operations, products, services, practices, or
      personnel.

     

    4.3 Trade
      Secrets.
      Employee hereby acknowledges and agrees that all non-public information and
      data
      of the Company, including without limitation that related to Trade Secrets
      as
      set forth in Section 5.3
      hereof,
      are of substantial value to the Company, provide it with a substantial
      competitive advantage in its business, and are and have been maintained in
      the
      strictest confidence as trade secrets. Except as permitted by the Board, or
      as
      appropriate in the performance of Employee’s duties in the normal course of
      business, Employee shall not at any time disclose or make accessible to anyone
      any Trade Secrets.

     

    4.4 Injunctive
      Relief.
      Employee acknowledges and agrees that this Article IV
      and each
      provision hereof are reasonable and necessary to ensure that the Company
      receives the expected benefits of this Agreement and that violation of this
      Section will harm the Company to such an extent that monetary damages alone
      would be an inadequate remedy. Consequently, in the event of any violation
      or
      threatened violation by Employee of any provision of this Article IV,
      the
      Company shall be entitled to an injunction (in addition to all other remedies
      it
      may have) restraining Employee from committing or continuing such violation.
      If
      any provision or application of this Section is held unlawful or unenforceable
      in any respect, this Section shall be revised or applied in a manner that
      renders it lawful and enforceable to the fullest extent possible.

     

    4.5 Release.
      Prior
      to the payment of any amount pursuant to Section 2.4,
      Employee shall have executed a release in form and substance satisfactory to
      the
      Company. The release shall exclude those claims related to Employee’s vested
      Employee Options, vested Performance Options, Accrued Obligations, the
      obligations of Section 4.6,
      and any
      rights of indemnification from third party claims that existed prior to
      Employee’s termination.

     

    
      
         

      

      
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    4.6 Non-Disparagement.
      Upon
      termination of the Employee’s employment for any reason, the Company shall not
      publicly criticize or disparage in any manner or by any means the Employee.
      Upon
      termination of the Employee’s employment for any reason, Employee shall not
      publicly criticize or disparage in any manner or by any means the Company.
      

     

    ARTICLE
      V

     

    ASSIGNMENT
      OF INTELLECTUAL PROPERTY

     

    5.1 Assignment
      of Patent Rights.
      If
      Employee, during the course of his or her employment with the Company, creates
      or discovers any patentable or potentially patentable invention or design,
      within the meaning of Title 35 of the United States Code, any utility or design
      patent that may be derived from any such invention or design created or
      discovered by Employee during the course of his or her employment with the
      Company shall be assigned to the Company. Employee agrees to fully cooperate
      with the Company in obtaining any such patents, and Employee further agrees
      to
      execute any and all documents the Company may deem necessary to obtain such
      patent or to document such assignment to the Company. Employee hereby designates
      the Company as his/her attorney-in-fact to execute any such documents relating
      to any such patent or assignment thereof to the Company;

     

    5.2 Work
      For Hire.
      Employee agrees that any original work of authorship fixed in a tangible medium
      of expression, including but not limited to literary works; computer programs,
      software or other associated intangible property; network configuration; musical
      works, including any accompanying words; dramatic works, including any
      accompanying music; pantomimes and choreographic works; pictorial, graphic
      and
      sculptural works; motion pictures and other audiovisual works; sound recordings;
      and architectural works, within the meaning of Title 17 of the United States
      Code, created during the course of his or her employment with the Company shall
      be a “work for hire” within the meaning of Section 201(b) of the Copyright Act,
      17 U.S.C. Section 201(b), and that all ownership rights comprised in the
      copyright shall vest exclusively in the Company. Employee agrees to fully
      cooperate with the Company in obtaining registration of any such copyright,
      except that the Company will be responsible for any and all fees and costs
      associated with obtaining any such copyright registration;

     

    5.3 Trade
      Secrets.
      If
      Employee, during the course of his/her employment with the Company, discovers,
      invents, or produces, without limitation, any information, computer programs,
      software or other associated intangible property; network configuration,
      formulae, product, device, system, technique, drawing, program or process which
      is a “trade secret” as defined in his/her Employment Agreement or within the
      meaning of the Illinois Trade Secret Act (irrespective of where Employee is
      employed), such information, formulae, product, device, system, technique,
      drawing, program or process shall be assigned to the Company. Employee agrees
      to
      fully cooperate with the Company in protecting the value and secrecy of any
      such
      trade secret, and further agrees to execute any and all documents the Company
      deems necessary to document any such assignment to the Company. Employee
      appoints the Company as his/her attorney-in-fact to execute any documents the
      Company may deem necessary that relates to any such trade secret or assignment
      thereof to the Company;

     

    
      
         

      

      
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    ARTICLE
      VI

    MISCELLANEOUS

     

    6.1 Notices.
      All
      notices or other communications required or permitted hereunder shall be in
      writing and shall be deemed given, delivered and received (a) when delivered,
      if
      delivered personally, (b) four days after mailing, when sent by registered
      or
      certified mail, return receipt requested and postage prepaid, (c) one business
      day after delivery to a private courier service, when delivered to a private
      courier service providing documented overnight service, and (d) on the date
      of
      delivery if delivered by telecopy, receipt confirmed, provided that a
      confirmation copy is sent on the next business day by first class mail, postage
      prepaid, in each case addressed as follows:

     

    To
      Employee at his or her home address as set forth on the books and records of
      the
      Company with a copy to:

     

    
      	
              Company,
                at:

            	
              Global
                Capacity Group, Inc.

              Attention: Chief
                Employee Officer

              125
                South Wacker Drive - Suite 300

              Chicago,
                IL 60606

              Telephone: (630)
                872-5820

              Facsimile: (630)
                872-5801

            
	 	 
	
              With
                a copy to:

            	
              Shefsky
                & Froelich Ltd.

              Attention: Mitchell
                D. Goldsmith, Esq.

              111
                East Wacker Drive - Suite 2800

              Chicago,
                IL 60611

              Telephone: (312)
                836-4006

              Facsimile: (312)
                527-3194

            


    

    


    Any
      party
      may change its address for purposes of this paragraph by giving the other party
      written notice of the new address in the manner set forth above.

     

    6.2 Entire
      Agreement; Amendments, Etc.
      This
      Agreement contains the entire agreement and understanding of the parties hereto,
      and supersedes all prior agreements and understandings relating to the subject
      matter hereof. Except as provided in Section
      4.4(b),
      no
      modification, amendment, waiver or alteration of this Agreement or any provision
      or term hereof shall in any event be effective unless the same shall be in
      writing, executed by both parties hereto, and any waiver so given shall be
      effective only in the specific instance and for the specific purpose for which
      given.

     

    6.3 Benefit.
      This
      Agreement shall be binding upon, and inure to the benefit of, and shall be
      enforceable by, the heirs, successors, legal representatives and permitted
      assignees of Employee and the successors, assignees and transferees of the
      Company. This Agreement or any right or interest hereunder may not be assigned
      by Employee without the prior written consent of the Company. No implication
      shall be drawn in favor or against either party based upon the role of such
      party’s counsel in the drafting of this Agreement.

     

    
      
         

      

      
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    6.4 No
      Waiver.
      No
      failure or delay on the part of any party hereto in exercising any right, power
      or remedy hereunder or pursuant hereto shall operate as a waiver thereof; nor
      shall any single or partial exercise of any such right, power or remedy preclude
      any other or further exercise thereof or the exercise of any other right, power
      or remedy hereunder or pursuant thereto.

     

    6.5 Severability.
      Wherever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law but, if any provision
      of this Agreement shall be prohibited by 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 the remaining provisions
      of this Agreement. If any part of any covenant or other provision in this
      Agreement is determined by a court of law to be overly broad thereby making
      the
      covenant unenforceable, the parties hereto agree, and it is their desire, that
      the court shall substitute a judicially enforceable limitation in its place,
      and
      that as so modified the covenant shall be binding upon the parties as if
      originally set forth herein. This Agreement shall be construed in accordance
      with Illinois law; the parties consent to the state or local courts situated
      in
      Cook County, Illinois as the exclusive jurisdiction and venue for the resolution
      of any dispute with respect to this Agreement.

     

    6.6 Compliance
      and Headings.
      Time is
      of the essence of this Agreement. The headings in this Agreement are intended
      to
      be for convenience and reference only, and shall not define or limit the scope,
      extent or intent or otherwise affect the meaning of any portion
      hereof.

     

    6.7 Counterparts.
      This
      Agreement may be executed in one or more counterparts, whether by original,
      photocopy or facsimile, each of which will be deemed an original and all of
      which together will constitute one and the same instrument.

     

    6.8 Recitals.
      The
      Recitals set forth above are hereby incorporated in and made a part of this
      Agreement by this reference.

     

    6.9 Waiver
      of Jury Trial.
      All
      parties hereby agree, consent and waive any and all right to a trial by jury
      in
      any action to construe or enforce this Agreement or any of the rights, duties
      and obligations hereunder.

     

    6.10 Survival.
      Notwithstanding anything to the contrary contained herein, the terms of
Articles
      III, IV, V and VI
      hereof
      shall survive any termination of this Agreement and remain in full force and
      effect thereafter until each Article or portion of Article expires under its
      own
      terms.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
      executed and delivered as of the day and year first above written.

     

    
      	
              COMPANY:

            	 	
              EMPLOYEE:

            
	 	 	 
	
              Global
                Capacity Group, Inc.

            	 	 
	 	 	 
	 	 	
              Mark
                A. Dickey

            
	
              By:

            	 	 	 
	
              Its:

            	 	 	 


    

     

    
      
         

      

      
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    EXHIBIT
      A - ECONOMIC TERMS OF EMPLOYMENT AGREEMENT

     

    Global
      Capacity Group, Inc./Mark A. Dickey

     

    A. Compensation.

     

    
      	 	
              1.

            	
              Base
                Salary.
                During the Employment Term, the Company shall pay Employee such salary
                and
                benefits as shall be agreed upon each year between Employee and the
                Company. For the Initial Term, the Company shall pay Employee a base
                salary of $165,000 per year. Thereafter, the Company shall review
                the
                Employee’s base salary annually.

            


    

     

    
      	 	
              2.

            	
              Bonus
                or Commission Plan.
                The Company may, at the Company’s sole discretion, in addition to
                Employee’s base salary, pay Employee an annual bonus or Commission Plan
                with respect to each calendar year in the Employment Term. For the
                first
                ninety (90) days of Employee’s employment, Employee shall be paid a
                non-recoverable draw in the amount of $5,000 per month, payable at
                the end
                of the first, second and third calendar months of the term
                hereof.

            


    

     

    
      	 	
              3.

            	
              Other
                Benefits.
                Employee shall be entitled to participate in any retirement, pension,
                profit-sharing, health plan, insurance, disability income, incentive
                compensation, vacation and welfare or any other benefit plan or plans
                of
                the Company which may now or hereafter be in effect and for which
                he or
                she is eligible. In addition, Employee shall be entitled to a car
                allowance commensurate with the car allowance provided by the Company
                from
                time to time for employees of comparable levels of responsibility
                within
                the Capital Growth Systems, Inc. purview of
                employees.

            


    

     

    
      	 	
              4.

            	
              Vacation.
                Employee shall be entitled to up to three (3) weeks of paid vacation
                in
                each calendar year during the Employment Term, provided,
                however,
                that the Employee’s 2007 calendar year vacation shall be prorated for the
                portion of the calendar year remaining after the date hereof; Employee
                shall be entitled to carry forward from one calendar year during
                the
                Employment Term to the next calendar year up to one additional week’s
                vacation, to the extent it was accrued and not taken in the previous
                year
                (i.e. not more than 4 week’s total vacation can be taken in any
                year).

            


    

     

    
      	 	
              5.

            	
              On-Target
                Earnings.
                It is contemplated that the total compensation plan to be extended
                to
                Employee will provide him with “on-target earnings” of not less than
                $350,000 per year. For purposes of this Agreement, the term “on-target
                earnings” shall mean that if Employee satisfies the incentive goals
                established by the Company for Employee, then Employee shall have
                the
                ability to earn total compensation, including base salary, incentive
                compensation and other benefits, with a total value of not less than
                $350,000 per year.

            


    

     

    
      
         

      

      
        A-1