EXHIBIT
      10.2

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 2nd
      day of
      March, 2007, by and between Global
      Capacity Group, Inc.,
      a Texas
      corporation (the “Company”), and Darin
      McAreavey
      (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 a Senior Vice President, 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 a Senior Vice President 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. The Employee shall report to the Chief Executive
      Officer.

     

    Upon
      the
      resignation of Derry L. Behm, our current Chief Financial Officer, the Employee
      will assume the title of Chief Financial Officer of the Company and of its
      parent Capital Growth Systems, Inc., as well as of the other subsidiaries of
      Capital Growth Systems, Inc.

     

    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.

     

    1.3 Certain
      Definitions.

     

    (a) The
      “Change-in-Control Date” shall mean the first date during the Employment Term
      (as defined in Section 2.1)
      on
      which a Change-in-Control (as defined in Section 1.3(b))
      occurs.

     

    (b) For
      the
      purpose of this Agreement, a “Change-in-Control” or “Change-in-Control” shall
      mean:

     

    (1) The
      acquisition by an individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 50% or more of either (A) the then
      outstanding shares of common stock of Company (the “Outstanding Company Common
      Stock”); or (B) the combined voting power of the then outstanding voting
      securities of the Company entitled to vote generally in the election of
      directors (the “Outstanding Company Voting Securities”); provided, however, that
      the following acquisitions shall not constitute a Change-in-Control: (x) any
      acquisition directly from the Company, (y) any acquisition by the Company or
      any
      of its subsidiaries, (z) any acquisition by any employee benefit plan (or
      related trust) sponsored or maintained by the Company or any of its subsidiaries
      or (z) any acquisition by any corporation with respect to which, following
      such
      acquisition, more than 50% of, respectively, the then outstanding shares of
      common stock of such corporation and the combined voting power of the then
      outstanding voting securities of such corporation entitled to vote generally
      in
      the election of directors, is then beneficially owned, directly or indirectly,
      by all or substantially all of the individuals and entities who were beneficial
      owners, respectively of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities in substantially the same proportions as their
      ownership, immediately prior to such acquisition, of the Outstanding Company
      Common Stock and Outstanding Company Voting Securities, as the case may be;
      or

     

    (2) Completion
      by the Company of a reorganization, merger or consolidation, in each case,
      with
      respect to which all or substantially all of the individuals and entities who
      were the beneficial owners, respectively, of the Outstanding Company Common
      Stock and Outstanding Company Voting Securities immediately prior to such
      reorganization, merger or consolidation, beneficially own, directly or
      indirectly, less than 50% of, respectively, of the then outstanding shares
      of
      common stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case
      may be, of the corporation resulting from such reorganization, merger or
      consolidation in substantially the same proportions as their ownership,
      immediately prior to such reorganization, merger or consolidation of the
      Outstanding Company Common Stock and the Outstanding Company Voting Securities,
      as the case may be; or

     

    
      
         

      

      
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    (3) Completion
      by the Company of: (A) a complete liquidation or dissolution of Company; or
      (B)
      the sale or other disposition of all or substantially all of the assets of
      the
      Company, other than to a corporation, with respect to which following such
      sale
      or other disposition, more than 50% of, respectively, the then outstanding
      shares of common stock of such corporation and the combined voting power of
      the
      then outstanding voting securities of such corporation entitled to vote
      generally in the election of directors is then beneficially owned, directly
      or
      indirectly, by all or substantially all of the individuals and entities who
      were
      the beneficial owners, respectively, of the Outstanding Company Common Stock
      and
      Outstanding Company Voting Securities immediately prior to such sale or other
      disposition in substantially the same proportion as their ownership, immediately
      prior to such sale or other disposition, of the Outstanding Company Common
      Stock
      and Outstanding Company Voting Securities, as the case may be.

     

    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.

     

    
      
         

      

      
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    (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
      is
      unable by reason of accident or illness to substantially perform his 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: (i) 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; or (ii) Employee’s voluntary decision
      to terminate his employment with the Company any time commencing six (6) months
      following a Change-in-Control.

     

    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 employment without Good Reason, (ii) the expiration
      of the Employment Term because the Employee 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.

     

    
      
         

      

      
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    (c) Involuntary.
      Upon
      the termination of the Employment Term by the Employee for Good Reason, or
      by
      the Company due to termination of Employee’s employment without Cause or due to
      failure to offer to renew this Agreement, the Employee shall be entitled to
      receive in a lump sum the balance of his base salary for the remaining term
      of
      the Employment Term or six (6) months, whichever is greater (exclusive of any
      renewals of the then existing term) (the “Severance Term”), together with
      prorated vacation pay and expense reimbursement through the date of termination;
      provided, however, in the event that during the six (6) months following a
      Change-in-Control the Company elects to terminate Employee’s employment without
      Cause, or refuses to renew the Employment Term, if the Employment Term is
      expiring during said six (6) month period, for at least an additional one (1)
      year, then in such event the lump sum severance payment to Employee shall be
      increased by an additional six (6) months to a total of twelve (12) months.
      For
      the avoidance of doubt, the Severance Period shall in no case be less than
      six
      (6) months even if the remaining term of Employment is less than six (6) months.
      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 the
      Severance Term. 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 unless otherwise required by law or under
      other agreements between the parties.

     

    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.

     

    
      
         

      

      
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    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.

     

    ARTICLE
      IV

     

    CONFIDENTIALITY,
      NON-SOLICITATION AND NON-COMPETE AGREEMENT

     

    4.1 Non-Disclosure
      of Confidential Information.
      Employee hereby acknowledges and agrees that the duties and services to be
      performed by Employee under this Agreement are special and unique and that
      as of
      a result of the employment hereunder, Employee may acquire, develop and use
      information of a special and unique nature and value that is not generally
      known
      to the public or to the Company’s industry, including but not limited to,
      certain records, phone locations, documentation, software programs, data bases
      of the Company or its Affiliates, including without limitation, the Magenta
      data
      base, proprietary information, price lists, contract prices for purchase and
      sale of telephone access and telephone services, customer lists, prospect lists,
      pricing on business proposals to new and existing customers, network
      configuration, supplier pricing, equipment configurations, business plans,
      ledgers and general information, employee records, mailing lists, accounts
      receivable and payable ledgers, financial and other records of the Company
      or
      its Affiliates, and other similar matters (all such information being
      hereinafter referred to as “Confidential Information”). Employee further
      acknowledges and agrees that the Confidential Information is of great value
      to
      the Company and its Affiliates and that the restrictions and agreements
      contained in this Agreement are reasonably necessary to protect the Confidential
      Information and the goodwill of the Company. Accordingly, Employee hereby agrees
      that:

     

    (a) Employee
      will not, while employed by the Company or at any time thereafter, directly
      or
      indirectly, except in connection with Employee’s performance of the duties under
      this Agreement, or as otherwise authorized in writing by the Company for the
      benefit of the Company, divulge to any person, firm, corporation, limited
      liability company, or organization, other than the Company (hereinafter referred
      to as “Third Parties”), or use or cause or authorize any Third Parties to use,
      the Confidential Information, except as required by law; and

     

    
      
         

      

      
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    (b) Upon
      the
      termination of Employee’s employment for any reason whatsoever, Employee shall
      deliver or cause to be delivered to the Company any and all Confidential
      Information or documents containing Confidential Information, including notes,
      drawings, notebooks, notes, records, keys, data and other documents and
      materials belonging to the Company or its affiliates which is in his or her
      possession or under his or her control relating to the Company or its
      affiliates, regardless of the medium upon which it is stored, and will deliver
      to the Company upon such termination of employment any other property of the
      Company or its Affiliates which is in his or her possession or
      control.

     

    4.2 Non-Solicitation
      Covenant.
      Employee hereby covenants and agrees that while employed by the Company and
      for
      a period of one (1) year following the termination of Employee’s employment with
      the Company for any reason, Employee shall not (i) directly or indirectly,
      solicit, interfere with, or endeavor to entice away from the Company or its
      Affiliates any person, firm, corporation, limited liability company or other
      entity that was a customer of the Company at any time while Employee was an
      employee of the Company or its Affiliates or who is a “prospective customer” of
      the Company, or (ii) induce, attempt to induce or hire any employee (or any
      person who was an employee during the year preceding the date of any
      solicitation) of the Company or its Affiliates to leave the employ of the
      Company or its Affiliates, or in any way interfere with the relationship between
      any such employee and the Company or its Affiliates; provided, however, that
      the
      restrictions set forth in this clause (ii) shall not prohibit Employee, after
      termination of Employee’s employment with Company, from retaining a former
      employee of Company if the former Employee first approached Employee concerning
      the possibility of working for Employee. For purposes hereof, “prospective
      customer” shall mean any person or entity which has been solicited for business
      by Employee or any officer or other employee of the Company during the one
      year
      period preceding the date of termination of Employee’s employment with the
      Company, or if Employee is still employed by the Company within the one year
      period preceding the event in question.

     

    4.3 Non-Competition
      Covenant.
      Employee acknowledges that the covenants set forth in this Section
      4.3
      are
      reasonable in scope and essential to the preservation of the Business of the
      Company (as defined herein). Employee also acknowledges that the enforcement
      of
      the covenant set forth in this Section
      4.3
      will not
      preclude Employee from being gainfully employed in such manner and to the extent
      as to provide a standard of living for himself or herself, the members of his
      or
      her family and the others dependent upon Employee of at least the level to
      which
      Employee and they have become accustomed and may expect. In addition, Employee
      acknowledges that the Company has obtained an advantage over its competitors
      as
      a result of its name, location and reputation that is characterized by near
      permanent relationships with vendors, customers, principals and other contacts
      which it has developed at great expense. Furthermore, Employee acknowledges
      that
      competition by him or her following the termination or expiration of his or
      her
      employment would impair the operation of the Company beyond that which would
      arise from the competition of an unrelated third party with similar skills.
      Employee hereby agrees that he shall not, during his or her employment and
      for a
      period of one (1) year after the end of his or her employment, directly or
      indirectly, engage in or become directly or indirectly interested in any
      proprietorship, partnership, firm, trust, company, limited liability company
      or
      other entity, other than the Company (whether as owner, partner, trustee,
      beneficiary, stockholder, member, officer, director, employee, independent
      contractor, agent, servant, consultant, lessor, lessee or otherwise) that
      competes with the Company in the Business of the Company in the Restricted
      Territory (as defined herein), other than owning an interest in a company listed
      on a recognized stock exchange in an amount which does not exceed five percent
      (5%) of the outstanding stock of such corporation. For purposes of this
      Agreement, (i) the term “Business of the Company” shall include all business
      activities and ventures related to providing telecommunications services or
      products in which Global Capacity Group, Inc. is engaged, plans to engage in
      the
      next twelve (12) months following termination of Employee’s employment or has
      engaged in during the prior twelve (12) months, as determined at any time during
      the employment of the Employee; and (ii) the term “Restricted Territory” means
      the geographical area consisting of a seventy mile radius surrounding each
      city
      (and including such city) in which the Company maintains either an office or
      a
      telecommunications facility.

     

    
      
         

      

      
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    4.4 Remedies.

     

    (a) Injunctive
      Relief.
      Employee expressly acknowledges and agrees that the Business of the Company
      is
      highly competitive and that a violation of any of the provisions of Sections
      4.1, 4.2 or 4.3
      would
      cause immediate and irreparable harm, loss and damage to the Company not
      adequately compensable by a monetary award. Employee further acknowledges and
      agrees that the time periods and territorial areas provided for herein are
      the
      minimum necessary to adequately protect the Business of the Company, the
      enjoyment of the Confidential Information and the goodwill of the Company.
      Without limiting any of the other remedies available to the Company at law
      or in
      equity, or the Company’s right or ability to collect money damages, Employee
      agrees that any actual or threatened violation of any of the provisions of
      Sections
      4.1, 4.2 or 4.3
      may be
      immediately restrained or enjoined by any court of competent jurisdiction, and
      that a temporary restraining order or emergency, preliminary or final injunction
      may be issued in any court of competent jurisdiction, without notice and without
      bond.

     

    (b) Enforcement.
      It is
      the desire of the parties that the provisions of Sections
      4.1, 4.2 or 4.3
      be
      enforced to the fullest extent permissible under the laws and public policies
      in
      each jurisdiction in which enforcement might be sought. Accordingly, if any
      particular portion of Sections
      4.1, 4.2 or 4.3
      shall
      ever be adjudicated as invalid or unenforceable, or if the application thereof
      to any party or circumstance shall be adjudicated to be prohibited by or
      invalidated by such laws or public policies, such section or sections shall
      be
      (i) deemed amended to delete therefrom such portions so adjudicated or (ii)
      modified as determined appropriate by such a court, such deletions or
      modifications to apply only with respect to the operation of such section or
      sections in the particular jurisdictions so adjudicating on the parties and
      under the circumstances as to which so adjudicated.

     

    (c) Legal
      Fees.
      In any
      action to enforce the terms of this Agreement, the prevailing party shall be
      entitled to reimbursement from the non-prevailing party for all reasonable
      costs
      and expenses, including, but not limited to, attorney’s fees, incurred by the
      prevailing party in connection with such enforcement proceedings.

     

    
      
         

      

      
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    4.5 Company.
      All
      references to the Company in this Article IV
      shall
      include “Affiliates” of the Company, as that term is construed under
      Rule 405 of the Securities Act of 1933, as amended.

     

    4.6 Consideration.
      The
      undertakings of Employee pursuant to Sections
      4.2 and 4.3
      hereof
      are given to the Company in consideration for the payments, if any, to be made
      pursuant to Section
      2.4
      hereof.

     

    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
                Executive Officer

              50
                East Commerce Drive - Suite A

              Schaumburg,
                IL 60173

              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)
                275-7569

            


    

    


    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.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    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.

     

    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]

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    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.

            	 	 
	 	 	 
	 	 	
              Darin
                McAreavey

            
	
              By:

            	 	 	 
	
              Its:

            	 	 	 


    

    


    



    EXHIBIT
      A - ECONOMIC TERMS OF EMPLOYMENT AGREEMENT

     

    Global
      Capacity Group, Inc./ Darin McAreavey

     

    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 $175,000 per year. Thereafter, the Company shall review
                the
                Employee’s base salary annually.

            


    

     

    
      	 	
              2.

            	
              Bonus
                or Commission Plan.
                The Company will pay an incentive bonus of 60% of the base compensation
                based upon achieving the plan of record goals for revenue and earnings
                for
                each year. These goals will be approved by the board of directors.
                In
                addition, the Company will pay the Employee a sign on bonus of $25,000
                guaranteed minimum bonus on March 2 2008 if Employee is still
                employed by the Company.

            


    

     

    
      	 	
              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 is
                eligible. Employee shall be allocated time-based options to purchase
                300,000 shares of capital stock of the Company’s parent, Capital Growth
                Systems, Inc. as detailed in the separate form of option agreement
                provided to Employee, and Employee shall be eligible for 300,000
                Performance Based Options of Capital Growth Systems, Inc. should
                the Board
                of Directors elect to award Performance Based Options to
                Employee.

            


    

     

    
      	 	
              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 2006 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).

            


    

     

    
      
         

      

      
        A-1