Exhibit
      10.3          

    Capital
      Growth Systems, Inc.

    125
      S. Wacker, Suite 300, Chicago, Illinois 60606

     

     

    May
      17,
      2007

     

    Thomas
      G.
      Hudson

    c/o
      Morris Sherman, Esq. (via email)

     

    Re:
      Employment Agreement

     

    Dear
      Tom:

    


    Please
      sign and return a copy of this letter by facsimile or email pdf before 5:00
      pm
      CST today to confirm that the parties agree to take the following actions with
      respect to your June 28, 2006 employment agreement and the related matters
      addressed in this letter; otherwise, this letter will be deemed null and void.
      You and Capital Growth Systems, Inc. (the “Company”) agree that you hereby
      immediately have resigned from the board of directors of the Company and each
      of
      its subsidiaries and have further have ceased serving as an officer or employee
      of the Company or any of its subsidiaries, in return for the undertaking of
      the
      Company to honor the remaining terms of your employment agreement through the
      end of its initial term (with no obligation for you to perform any further
      services and with the Date of Termination being May 16, 2007 for purposes of
      Section 9 of the employment agreement), without any deferral of payments under
      Section 13(b), including the accelerated vesting of all your options (and
      extension for the period of time permitted thereunder as if the Company’s
      obligations under the employment agreement was due to Section 6(e)) and payment
      of Base Salary and benefits (subject to the obligation to not cover benefits
      should you receive comparable benefits from a successor employer as provided
      in
      Section 6(e)(ii) of the employment agreement during the remaining term of the
      employment agreement) on the same basis as if termination of employment were
      pursuant to Section 6(e) of the employment agreement. In addition, the Company
      waives the requirement that you deliver a release to the Company as a condition
      to the payment of the sums contemplated by this letter agreement. You further
      agree that: (i) you have waived notice to the holding of the telephonic board
      of
      directors meeting by the Company on May 16, 2007 and will not contest the
      authority of the Company to take the actions set forth in this letter agreement;
      and (ii) agree to maintain at all times the confidentiality of any nonpublic
      information regarding the Company. The Company, in turn, agrees that it shall
      not assert any claims for set-off, counterclaim or recoupment with respect
      to
      any matter other than for breaches by you of your obligations under this letter
      agreement. Each party to this letter agreement agrees to not disparage the
      other
      party (and in the case of the Company, you agree to not disparage any of
      officers, directors or employees of the Company) or engage in interference
      with
      contractual relations of the other party (or the subsidiaries of the Company).
      

     

    In
      addition, and subject to the foregoing, the Company will use its good faith
      efforts to provide, as promptly as is commercially reasonable, liquidity with
      respect to your subordinated loan to the Company and your equity investments
      in
      the Company, subject in all events to procurement of the necessary consents
      of
      any lenders whose consent would be required in connection with the foregoing,
      and subject to mutually agreeable economic terms. The Company will also
      cooperate with you to the extent that you seek to sell equity securities of
      the
      Company in proper reliance under Rule 144 (subject to delivery of such
      certifications and other information reasonably requested by the
      Company).

     

    This
      letter agreement is for settlement purposes only and not to be used adversely
      against either party if not agreed to on the terms specified above.

     

    
      	 	 	 	Very
              truly
              yours,
	 	 	 	 
	 	 	 	 
	 	 	 	CAPITAL GROWTH SYSTEMS, INC.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Agreed
              to:___________________________  
              Thomas
                G. Hudson

            	 	 	
              
 
	 	 	 	 
	
            	 	 	
            
	Dated:_______________________________	 	 	By:___________________________________
	 	 	 	
              Patrick
                C. Shutt, Authorized
                Signatory