Unassociated Document


    AEQUITAS
      LOAN AGREEMENT

     

    THIS
      AEQUITAS LOAN AGREEMENT dated as of November 30, 2007 is by and between
      Capital Growth Systems, Inc., a Florida corporation (“Company”), Aequitas
      Capital Management, Inc. (“Aequitas”). 

     

    RECITALS: 

     

    A. Company
      (together with its wholly owned subsidiaries—together with Company, collectively
      referred to as the “Debtors,”) has entered into a Note Purchase Agreement dated
      as of January 12, 2007, as amended by first amendment (“First Amendment”) dated
      as of June 5, 2007, and as may be hereafter amended from time to time (the
“Note Purchase Agreement”), calling for the issuance of up to $10,000,000 of
      original principal amount of promissory notes (the “Notes”), with warrant
      coverage to be issued by the Company (based upon warrants to purchase 200,000
      shares of Common Stock of Company for each $100,000 of Notes issued as of the
      date of the First Amendment (and 150,000 shares of Common Stock prior to that
      date); the warrants issuable pursuant to the Note Purchase Agreement are
      hereinafter referred to as the “Warrants.”

     

    B. Aequitas
      is willing to fund or cause to be funded not less than $1,000,000 of Notes,
      nor
      more than $2,000,000 of Notes, subject to the Company entering into the
      agreements and undertakings set forth below.

     

    NOW,
      THEREFORE, in consideration of the foregoing, and for the covenants and
      agreements contained herein, the parties hereto agree as follows:

    
       

      1. Recitals,
        Consent.
        The
        recitals set forth above are incorporated by reference herein and made a
        part
        herewith as if fully rewritten. 

    

    

      2. Loan
        to Credit Parties.
        Simultaneously with the execution of this Agreement, Aequitas agrees to execute
        and/or cause one or more of its designees (collectively, the “Aequitas
        Purchasers”) to execute the Note Purchase Agreement (and exhibits thereto) to
        subscribe for and fund not less than $1,000,000 nor more than $2,000,000
        of
        Notes (or such other greater amount as is mutually agreeable to the Company
        and
        Aequitas), subject to the remaining terms of this Section 2.
        The
        outside date for purchase of the Notes shall be December 15, 2007 unless
        mutually agreed by the parties to be extended (the “Outside Date”). The initial
        funding pursuant to this Agreement shall be subject to satisfaction or waiver
        to
        the conditions precedent to funding in favor of Aequitas as set forth in
        the
        November 6, 2007 Term Sheet between the parties. Notwithstanding the terms
        of the Note Purchase Agreement, the following shall supersede any
        inconsistencies with the terms of the Note Purchase Agreement and the
        instruments and ancillary agreements associated therewith: (i) the warrants
        to
        be issued to the Aequitas Purchasers (“Warrants”) shall be for a five year term
        expiring December 31, 2012 and the weighted average antidilution price shall
        be
        adjusted to account for all issuances to date of Common Stock and warrants
        exercisable for Common Stock at $0.15 per share; for the avoidance of doubt,
        assuming the issuance of the amounts of Common Stock and warrants to purchase
        common stock at $0.15 per share as set forth on Exhibit
        A,
        then
        the exercise price of the Warrants shall be as set forth in Exhibit A (subject
        to further adjustment based upon actual amounts of stock and warrants issued,
        including any subsequent issuances) ; (ii) the Note Administration and Security
        Agreement among the existing holders of Notes and the Debtors shall be amended
        as of the date of the initial Note Purchase contemplated hereunder to add
        Aequitas and the Aequitas Purchasers as of the initial closing in the form
        attached as Exhibit B;
        and
        (iii) the Company’s obligation to file a registration statement to register the
        shares of Common Stock underlying the Warrants and Notes (“Underlying Shares”)
        shall be thirty (30) days from such date as counsel for the Company reasonably
        determines that it is more likely than not that the Securities & Exchange
        Commission shall permit the registration of the Underlying Shares after giving
        due effect to its application of Rule 415 with respect to the registration
        obligations of the Company with respect to previously issued securities;
        and
        (iv) the Aequitas Purchasers shall have the right to purchase at $0.15 per
        share
        up to $600,000 of Common Stock through the Outside Date, pro rated based
        upon
        the percentage of $2,000,000 of loans funded by them (ie $0.30 of Common
        Stock
        for each $1.00 of loan funded).

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      3. Transaction
        Fees.
        Effective as of the initial closing of the Note purchase contemplated hereunder,
        the Company shall pay Aequitas a transaction fee of $100,000, and the Company
        further agrees to reimburse Aequitas for all expenses incurred by them in
        connection with the transactions contemplated herein, including without limited
        to reasonable attorneys fees (including in house counsel), asset appraisals,
        travel costs, lien search fees, and other associated costs, estimated not
        to
        exceed $25,000. Any one of the following shall constitute an Event of Default
        hereunder: 

       

      In
        the
        event Aequitas is ready, willing and able to consummate the initial closing
        of
        the transactions contemplated herein and the Company fails to do so due to
        entering into a competing transaction other than any financings currently
        contemplated by the parties (including those that may be contemplated with
        third
        parties), then the Company shall pay to Aequitas a break up fee equal to:
        (i)
        $75,000 in cash; and (ii) the grant of an option to acquire 125,000 share
        of
        Common Stock at $0.01 per share, effective as of the closing of the competing
        transaction.

       

      4. Investor
        Rights.
        For so
        long as any of the Notes issued to an Aequitas Purchaser remains outstanding,
        the Company grants to Aequitas or its designee the following
        rights:

       

      (a) The
        Company will provide Aequitas with quarterly unaudited financial reports
        (balance sheet, income statement and statement of cash flows) within forty-five
        (45) days following the close of each calendar quarter and with annual audited
        financial statements within the time frames required by the SEC.

       

      (b) The
        Company will provide Aequitas with monthly financial reporting within fifteen
        (15) days (provided that in 2007 this can be within thirty (30) days) of
        the
        close of each monthly period including: (i) profit and loss statement; (ii)
        balance sheet; (iii) statement of cash flows; (iv) rolling twelve (12) month
        financial forecast; (v) rolling twelve (12) week cash flow forecast; (vi)
        sales
        pipeline; and (vii) summary accounts payable and accounts receivable
        agings.

       

      (c) At
        any
        time requested by Aequitas, the Company will furnish any additional information
        regarding the Company’s financial condition and business operations that
        Aequitas reasonably requests.

       

      (d) The
        Company will be responsible for maintaining in force, for so long as any
        of the
        Notes remain outstanding, property and liability insurance in amounts and
        coverage reasonably satisfactory to Aequitas.

       

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

      (e) An
        individual designated by Aequitas shall have board observation rights, including
        the right to attend (in person or by teleconference) all board of director
        meetings and all board of director committee meetings of the Company and
        of each
        of its subsidiaries. The Company agrees to provide to provide to Aequitas
        copies
        of the notices for all such meetings at the same time as such notices are
        first
        delivered to its applicable board and/or committee members, as well as copies
        of
        all financial statements, correspondence and any other materials as shall
        be
        provided to directors, including oral information, subject to the right to
        withhold any information that is subject to attorney client privilege to
        the
        extent the Company in good faith determines that such disclosure could terminate
        or waive the privilege regarding such oral or written
        communication.

       

      5. Notices.
        All
        notices required or permitted to be given hereunder shall be given in writing
        and may be delivered personally or by courier to the person to whom it is
        authorized to be given, or sent by registered or certified mail, postage
        paid,
        return receipt requested, addressed as follows (or such other address as
        the
        party entitled to notice shall provide to the other parties hereto from time
        to
        time):

       

    

    
      	
              To
                Company

            	
              c/o
                Capital Growth Systems, Inc.

              Attention: Patrick
                Shutt, CEO

              125
                South Wacker Drive - Suite 300

              Chicago,
                IL 60606

            
	 	 
	
              To
                Aequitas:

            	
              Aequitas
                Capital Management, Inc.

              5300
                Meadows Road - Suite 400

              Lake
                Oswego, OR 97035

            


    

    

      6. General.

       

      (a) No
        delay
        on the part of Aequitas on behalf of itself or any of the Aequitas Purchasers
        in
        the exercise of any rights or remedies shall operate as a waiver thereof,
        and no
        single or partial exercise by Holder of any right or remedy shall preclude
        other
        or further exercise thereof or the exercise of any other right or
        remedy.

       

      (b) This
        Agreement shall remain in full force and effect until the payment in full
        of the
        Notes by Aequitas Purchasers or the conversion of the Notes into equity by
        each
        Aequitas Purchaser. This Agreement has been delivered at Chicago, Illinois,
        and
        shall be construed in accordance with and governed by the internal laws of
        the
        State of Illinois. Any dispute with respect to this Agreement shall be litigated
        in the state or federal courts situated in Cook County, Illinois to which
        jurisdiction and venue all parties consent, and shall be adjudicated by bench
        trial, with all parties waiving their right to trial by jury. The rights
        and
        privileges of the parties hereunder shall inure to the benefit of their
        respective successors and assigns.

       

      (c) This
        Agreement and the previously executed November 6, 2007 Term Sheet contains
        the
        entire agreement among the parties hereto with respect to the matters set
        forth
        herein, provided that this Agreement shall supersede any inconsistencies
        with
        the terms of the Term Sheet. This Agreement shall be binding upon and inure
        to
        the benefit of the parties hereto and their successors and
        assigns.



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    

      (d) This
        Agreement may be executed in any number of counterparts and by the different
        parties hereto and on separate counterparts and each such counterpart shall
        be
        deemed to be an original, but all such counterparts shall together constitute
        one and the same agreement.

    

     

    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed as of the day and the
      year first above written.

     

    
      	
              COMPANY:

            	 	
              AEQUITAS:
                

            
	 	 	 
	
              Capital
                Growth Systems, Inc.

            	 	
              Aequitas
                Capital Management, Inc.

            
	 	 	 
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Its:

            	 	 	 	
              Robert
                Jesenik, Chief Executive Officer

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
 

    EXHIBIT
      A

    


    ANTI-DILUTION
      SCENARIOS

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    
      	
              Anti-Dilution
                Scenarios based on new equity and warrants at
                $.15

            	 
	
              Calculation
                for $.45 exercise price warrants

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
              Anti-Dilution
                Formula:

            	 	
              W+X

            	 	 	 	 	 	 	 
	 	 	
              Y+Z

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
              Current
                Shares Outstanding:

            	 	 	 	 	 	
              78,257,475
                

            	 	 	
              (Y

            	
              )

            	 	 	 
	
              Original
                Offering Share Price:

            	 	 	 	 	
              $

            	
              0.45

            	 	 	 	 	 	 	 
	
              Valuation
                based on Offering Price:

            	 	 	 	 	
              $

            	
              35,215,864

            	 	 	
              (W

            	
              )

            	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Cash
                received from new equity at $.15

            	
              $

            	
              5,147,459

            	 	 	 	 	 	
              Warrant
                exercise plus new subscriptions

            	 
	
              Value
                of warrants issued at $.15

            	 	 	 	 	
              $

            	
              300,000

            	 	 	 	 	 	
              3,500,000
                warrants to Hilco

            	 
	 	 	 	 	 	
              $

            	
              5,972,459

            	 	 	
              (X

            	
              )

            	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Share
                Equivalent

            	 	 	 	 	 	
              39,816,393
                

            	 	 	
              (Z

            	
              )

            	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Weighted
                Avg Anti-Dilution Price:

            	 	 	 	 	
              $

            	
              0.35

            	 	 	 	 	 	 	 


    

    


    This
      is
      the current estimate on the new equity coming in from both warrants and the
      subscription.   Actual
      antidilution amount will vary based upon final amount of Common Stock
      purchases at $0.15 per share, warrants issued with $0.15 per share exercise
      price and any subsequent issuances of Common Stock or options, warrants or
      other rights to acquire Common Stock at a price per share below the
      Weighted Average Anti-Dilution Price. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    EXHIBIT
      B 

     

    AMENDED
      AND RESTATED NOTE ADMINISTRATION 

    AND
      SECURITY AGREEMENT

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    AMENDED
      AND RESTATED CGSI 2-YEAR TERM NOTE ADMINISTRATION AND SECURITY
      AGREEMENT

     

    THIS
      AMENDED AND RESTATED CGSI 2-YEAR TERM NOTE ADMINISTRATION AND SECURITY AGREEMENT
      is dated as of November 12, 2007 and amends and restates in its entirety the
      form of Note Administration and Security Agreement dated as of January 11,
      2007,
      by and among Capital Growth Systems, Inc., a Florida corporation (“Company”),
      20/20 Technologies, Inc., a Delaware corporation (“2020, Inc.”), 20/20
      Technologies I, LLC, a Delaware limited liability company (“2020 LLC”), Magenta
      NetLogic, Limited, a corporation formed under the laws of England (“Magenta”),
      Frontrunner Network Systems Corporation, a Delaware corporation (“Frontrunner”),
      CentrePath, Inc., a Delaware corporation (“CentrePath”) and Global Capacity
      Group, Inc., a Texas corporation (“Global”—together with 2020, Inc., 20/20, LLC,
      Magenta, Frontrunner and CentrePath—hereinafter collectively referred to as the
“Credit Parties” and the Credit Parties together with Company are hereinafter
      collectively referred to as “Debtors” and each individually referred to as a
“Debtor”), CGSI Term Note Servicer, Inc., an Illinois corporation (“ Old
      Servicer”), Aequitas Capital Management, Inc. (“Servicer”) and each holder of a
      CGSI Term Note (each a “Note” and collectively, the “Notes,” and the holder of
      each Note being a “Holder” and collectively, the “Holders”) issued pursuant to
      the form of CGSI 2-Year Term Note Purchase Agreement dated as of January 12,
      2007 (“Purchase Agreement”) among Debtors and the purchasers executing
      counterpart copies thereof, as amended through the date hereof.

     

    RECITALS: 

     

    A. Credit
      Parties are in need of term note financing to be funded by the Holders to
      Company on behalf of itself and the Credit Parties, in accordance with the
      terms
      of the Purchase Agreement, the proceeds of which will be used by Company (or
      to
      the extent previously funded and evidenced by existing promissory notes which
      have been assigned to the Company as part of the Purchase Agreement, with an
      assignment to the Holders of the rights securing the Notes) to fund the working
      capital needs of Credit Parties. The obligations of Debtors with respect to
      the
      Purchase Agreement are collectively referred to as the “Obligations,” which
      shall be secured by the security interest granted herein in the assets of the
      Credit Parties. On January 19, 2007 the Credit Parties funded the initial
      funding of a senior credit facility with Hilco Finance, LLC as administrative
      agent for itself and others who may participate with it and their respective
      assigns (“Hilco”), to be evidenced by a form of credit agreement, which as
      amended by first amendment through the date hereof, and as may hereafter be
      amended (“Credit Agreement”), includes a subordination agreement executed by
      each of the Holders (the “Hilco Subordination Agreement”), to which each of the
      Holders has consented and is a party. If during the term of the Notes evidencing
      the Obligations the Holders are required (in the good faith opinion of the
      Company) to enter into an amendment to the Hilco Subordination Agreement or
      into
      a new subordination agreement with one or more persons or entities providing
      or
      proposing to provide the primary senior secured financing to the Company, each
      such amended or new subordination agreement so proposed is referred to herein
      as
      a “Subordination Agreement,” with the senior lender(s) providing such financing
      being hereinafter sometimes referred to each as a “Senior Lender”).

     

    
      
        
        

      

      
        B
          -
          1

        
          

        

      

      
        
        

      

    

     

    B. The
      parties desire to enter into this Agreement to set forth the terms and
      conditions governing the Obligations and related transactions (the
“Transactions”), and further to confirm acknowledgment that the Notes shall be
      secured by substantially the same Collateral, and be subject to administration
      as provided by the Servicer on behalf of all of the Holders (as substitute
      servicer for the Old Servicer which has served in such capacity through the
      date
      first set forth above) pro rata in accordance with the Obligations, expressly
      subject to the Hilco Subordination Agreement. Servicer has been formed to act
      as
      collateral agent on behalf of all the Holders as set forth below.

     

    NOW,
      THEREFORE, in consideration of the foregoing, and for the covenants and
      agreements contained herein, the parties hereto agree as follows:

     

    1. Recitals,
      Consent.
      The
      recitals set forth above are incorporated by reference herein and made a part
      herewith as if fully rewritten. All actions taken by Debtors and Servicer
      through the date hereof are hereby ratified, confirmed and
      approved.

     

    2. Loan
      to Credit Parties.
      Simultaneously with the execution of each counterpart to the Purchase Agreement,
      the Holder signing such counterpart shall loan or has loaned the sum set forth
      below Holder’s signature on the signature page thereof for an amount agreed to
      between that Holder and Company (on behalf of the Credit Parties), and with
      the
      sum set forth as to each Holder on the Purchase Agreement constituting that
      Holder’s “Loan” to the Credit Parties, and all of which are collectively
      referred to as the “Loans. 

     

    3. Grant
      of Security Interest.

     

    (a) As
      security for the Obligations, effective as of the original date of this
      Agreement each Debtor has assigned to the Holders and granted to the Holders
      a
      continuing security interest in the following assets, whether now owned or
      hereafter existing or acquired by any of the Debtors to the extent owned by
      the
      Debtor in question (collectively, the “Collateral”): all assets of the Debtor of
      every nature and kind, including but not limited to its equipment, accounts
      receivable and contract rights and all proceeds therefrom. 

     

    (b) The
      security interest of each Holder under this Agreement extends to all Collateral
      of the kind which is the subject of this Agreement. By counterpart execution
      hereof, each Holder hereby appoints Servicer to act as his, her or its
      collateral agent with respect to the Collateral called for hereunder and with
      respect to the enforcement of the rights of the Holders as more fully set forth
      below, with any such action taken to be taken on behalf of all of the Holders
      on
      a pro rata basis based upon the percentage of total Obligations owing to each
      of
      the Holders from time to time (the percentage as to each Holder being the
      Holder’s “Ownership Percentage”). All references herein to “Servicer” shall
      include the Servicer named above or any successor person or entity appointed
      by
      written consent signed by Holders holding a majority of the outstanding unpaid
      principal with respect to the Notes from time to time (such majority in interest
      being the “Majority Holders” and each such successor being named by the Majority
      Holders hereinafter sometimes referred to as a “Successor Servicer”), and in the
      event the Servicer ceases to serve for any reason and there is no Successor
      Servicer, then all actions to be taken by Servicer on behalf of the Holders
      shall be valid if taken at the direction of the Majority Holders, which action
      shall be binding upon all of the Holders if taken by a duly appointed Servicer,
      Successor Servicer or the Majority Holders.

     

    
      
        
        

      

      
        B
          -
          2

        
          

        

      

      
        
        

      

    

     

    (c) Each
      Debtor hereby authorizes the Servicer on behalf of the Holders to file such
      Uniform Commercial Code financing statements and such other public or private
      filings as the Servicer (including a Debenture in the UK with respect to
      Magenta) deems necessary and proper to: (i) evidence or perfect the Holders’
security interest in the Collateral, including but not limited to, such filings
      as the Servicer deems necessary and proper to file with the Offices of the
      Secretary of State of the States of Florida, Delaware and Texas (and the
      comparable regulatory authority in the UK); (ii) modify the security interest
      in
      favor of the Holder, terminate said security interest in whole or part and
      release the collateral securing the same in whole or part. Each Debtor hereby
      grants to Servicer (and any executive officer of Servicer, as well as any
      Successor Servicer as called for hereunder and its executive officers, and
      the
      original Old Servicer and its executive officers) an irrevocable power of
      attorney to execute any of the documents referenced in this Section
      3(c)
      in the
      name, place and stead of such Debtor, as Holder deems necessary and proper.
      This
      power of attorney is irrevocable and coupled with an interest.

     

    4. Debtor
      Covenants.
      From
      and after the date hereof and so long as any amount remains unpaid on any of
      the
      Notes, except to the extent compliance in any case or cases is waived in writing
      by the Holder, each Debtor hereby covenants and agrees with Servicer on behalf
      of each of the Holders as follows:

     

    (a) Servicer
      and each Holder or their respective designees shall at all reasonable times
      have
      full access to, and the right to audit, check, inspect and make abstracts and
      copies from such Debtor’s books, records and audits. Servicer, each Holder and
      their respective designees shall keep all such information obtained from each
      Debtor and Servicer confidential.

     

    (b) Each
      Debtor will at any times and from time to time upon request of Servicer take
      or
      cause to be taken any action and execute, acknowledge, deliver or record any
      further documents, opinions, security agreements or other instruments which
      Servicer in its reasonable discretion deems necessary or appropriate to carry
      out the purposes of this Agreement and to preserve, protect and perfect the
      security intended to be created and preserved in the Collateral and to
      establish, preserve and protect the security interest of Holders in and to
      the
      Collateral. The Holders acknowledge that: (i) the security interest in favor
      of
      the Debtors is expressly subordinate to the security interest in favor of any
      senior lender to any of Debtors as evidenced by the Hilco Subordination
      Agreement and any subsequent Subordination Agreement and (ii) certain of the
      Debtors have acquired equipment which is subject to one or more financing
      statements in favor of the original seller of or a financier or lessor of the
      equipment, where such equipment is subject to a prior lien, all of which shall
      be deemed to constitute permitted prior liens.

     

    (c) Except
      as
      set forth in Section
      3(d),
      above
      or as otherwise permitted by Servicer or by Holders by written consent of
      Majority Holders, each Debtor shall not sell, transfer, convey or otherwise
      dispose of any of the Collateral or any of the assets of Debtors other than:
      (i)
      dispositions of inventory in the ordinary course of business or the assets
      referenced in Section 4(b) immediately above; or (ii) dispositions consented
      to
      by any Senior Lender.

     

    
      
        
        

      

      
        B
          -
          3

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company will not take any of the following actions without the prior consent
      of
      Servicer (which consent may be made either directly by Servicer in its sole
      discretion) or as approved by holders of a Majority in Interest of the Notes:
      (i) declare or issue any dividends or make any distributions to its
      shareholders; (ii) incur indebtedness for borrowed money in excess of: (A)
      the
      amounts permitted to be incurred under the Credit Agreement (or as permitted
      under the “New Credit Agreement” as hereinafter defined) without the consent of
      the Servicer; (B) up to $10,000,000 in original principal amount of financing
      pursuant to the Notes; (C) such other outstanding borrowings of the Debtors
      as
      of the date hereof (plus additional indebtedness accruing thereunder); and
      (D)
      any refinancing of any of the aforesaid borrowings; (iii) funding of capital
      expenditures in excess of those permitted pursuant to the Credit Agreement
      (or
      in excess of those permitted under the New Credit Agreement); and (iv)
      refinancing of the Credit Agreement with a new credit agreement (or any
      refinancing of any such substitute credit agreement—collectively, the “New
      Credit Agreement”), provided that Servicer agrees to not unreasonably withhold
      its consent to any proposed New Credit Agreement.

     

    5. Default.
      Any one
      of the following shall constitute an Event of Default hereunder: 

     

    (a) Any
      of
      the Debtors fails to make a payment when due under any Note;

     

    (b) Any
      of
      the Debtors fails to timely perform or observe any term, covenant or agreement
      contained in this Agreement or the CGSI 2-Year Term Note Purchase
      Agreement;

     

    (c) Any
      representation or warranty made by any Debtor herein is false in any material
      respect on the date hereof; 

     

    (d) Any
      Debtor suspends the operation of its business (provided however that to the
      extent a Debtor presently acts as a holding company, then its business shall
      be
      deemed to constitute a holding company business and provided further that the
      cessation of active business by Nexvu is consented to), except to the extent
      that the suspension of such business would not have a material adverse effect
      upon the Company’s business as a whole;

     

    (e) Any
      Debtor becomes the subject of state insolvency proceedings, or makes an
      assignment for the benefit of creditors; or a receiver, trustee, custodian
      or
      other similar official is appointed for, or takes possession of any substantial
      part of the property of any Debtor and such proceeding or appointed receiver,
      trustee, custodian or other appointment remains in place for 30 days following
      such action or appointment; or

     

    (f) Any
      Debtor takes corporate action to authorize such organization to become the
      subject of proceedings under the United States Bankruptcy Code or the execution
      by any Debtor of a petition to become a debtor under the United States
      Bankruptcy Code or the filing of any involuntary petition against any Debtor
      under the United States Bankruptcy Code which remains undismissed for a period
      of 30 days; or the entry of an order for relief under the United States
      Bankruptcy Code against any Debtor.

     

    
      
        
        

      

      
        B
          -
          4

        
          

        

      

      
        
        

      

    

     

    (g) Whenever
      an Event of Default shall be existing hereunder, Servicer on behalf of Holders
      may exercise from time to time any rights and remedies available to any Holder
      under applicable law. Any notification of and intended disposition of any of
      the
      Collateral required by law shall be deemed reasonable if properly given at
      least
      twenty (20) days before such disposition. Any proceeds of any disposition by
      Servicer on behalf of the Holders of the Collateral may be applied by Servicer
      to the payment of expenses in connection with the Collateral, including
      reasonable attorneys' fees and legal expenses of Servicer, and any balance
      of
      such proceeds may be applied by Servicer toward the payment of the Notes, pro
      rata among the Holders in accordance with the Ownership Percentages
      (i.e.,
      the
      relative outstanding principal amounts of the varying Notes).

     

    Each
      Debtor hereby appoints Servicer its true and lawful attorney in fact,
      irrevocably, with full power after the occurrence of an Event of Default and
      with full power with respect to any proposed amendment to the CGSI 2-Year Term
      Note Purchase Agreement or any of the agreements contemplated therein, including
      but not limited to this Agreement: to: (i) act, require, demand, receive,
      compound and give acquittance for any and all monies and claims for monies
      due
      or to become due to such Debtor under or arising out of the Collateral, to
      endorse any checks or other instruments or orders in connection therewith and
      to
      file any claims or take any actions or institute any proceedings which Servicer
      may deem to be necessary or advisable in the premises, which appointment as
      attorney is coupled with an interest; (ii) execute such amendments to the CGSI
      2-Year Term Note Purchase Agreement, any of the Notes (by way of form of Allonge
      or otherwise) or any of the agreements contemplated therein, including but
      not
      limited to this Agreement, provided such proposed amendment is approved by
      the
      Majority Holders; (iii) modify and/or release any or all of the Collateral
      securing the Obligations; and (iv) execute such forms of Subordination
      Agreement, waivers, consents and other agreements or documentation required
      by
      the Senior Lender or any other lender to any of the Debtors as a condition
      precedent to its extension or continued extension of credit to any of the
      Debtors.

     

    6. Specific
      Rights and Obligations of Servicer.

     

    (a) Appointment
      of Servicer.
      Holders
      appoint Servicer to act as their attorney in fact to take all actions to enforce
      the rights of the Holders under the Notes and pursuant to this Agreement,
      including, without limitation, the institution of and prosecution of lawsuits
      and taking all other actions relating to the enforcement of the Holders’ rights.
      Servicer shall maintain a list of Holders outstanding from time, which Servicer
      shall append hereto in counterpart as Exhibit A.

     

    (b) Default
      Under Notes and Amendments.
      Upon
      Servicer’s receipt of: (i) a notice from a Holder (which may be an Affiliate of
      Servicer) or from Company that Company or any of the other Debtors has defaulted
      in its obligations under any of the Notes or this Agreement, which default
      is
      not timely cured, or (ii) any request by any of the Debtors to amend the CGSI
      2-Year Term Note Purchase Agreement or any of the agreements contemplated
      therein, including but not limited to this Agreement, then the Servicer shall
      promptly send written notice to each of the Holders of the Notes which describes
      the nature of the default or the proposed amendment(s). Such notice shall also
      include one or more possible courses of action to be pursued in connection
      with
      such default or proposed amendment(s), which action may include but not be
      limited to any of the following: (i) extension of due date and/or payment date
      with respect to the Notes; (ii) release of some or all of the Collateral; (iii)
      subordination of Notes; (iv) other modifications to Notes’ terms; (v) conversion
      of Notes to equity; or (vi) increase the amount of maximum amount of loans
      to be
      funded pursuant to the CGSI 2-Year Term Note Purchase Agreement. The Servicer
      shall take the action which is approved in writing by the Majority Holders;
      provided,
      however:
      (i) the
      Servicer need not take any proposed action unless it receives from the Holders
      a
      sufficient advance payment (pro rata based on the principal balance of
      outstanding Notes) against prospective fees to render it comfortable in
      undertaking such action. Should any Holder not pay the Holder’s proportionate
      share of any Servicer fee assessment, then such Holder shall nonetheless be
      liable therefor (on a nonrecourse basis, to the extent of the value of the
      Holder’s Note) and further directs the Company and Servicer to deduct and pay
      over to the Servicer, together with interest at twelve percent (12%) per annum,
      such amount from the next proceeds payable to such Holder with respect to the
      Holder’s Note; and (ii) the Servicer may take such action as Servicer deems
      necessary and proper prior to receipt of the consent of the Majority Holders
      if
      Servicer in good faith believes that the necessary action must be taken on
      an
      emergency basis to protect the interests of the Holders and that the Servicer
      will be unable to obtain the requisite consent on a timely basis necessary
      to
      enable it to act in the best interests of the Holders.

     

    
      
        
        

      

      
        B
          -
          5

        
          

        

      

      
        
        

      

    

     

    (c) Compensation
      of a Servicer.
      In
      consideration for performing its duties under this Agreement, the Company agrees
      to pay Servicer in the case of a default, a fee equal to Servicer’s employees’
or independent contractors’ regular hourly rates which Servicer may charge for
      services plus reimbursement for all out-of-pocket costs including fees and
      expenses of attorneys and other associated professionals as may be retained
      by
      Servicer for purposes of providing its services. The Holders direct the Company
      and Servicer to deduct and pay over to Servicer and its associated service
      providers any amounts payable by the Holders from the first proceeds otherwise
      payable to each Holder to the extent such Holder has not advanced his pro rata
      share thereof to Servicer.

     

    (d) Written
      Direction Upon Majority Holders.
      In
      carrying out its duties under this Agreement, the Servicer shall abide by the
      direction of the Majority Holders and not in number of the Holders. Unless
      the
      direction from the Majority Holders indicates otherwise, a direction to the
      Servicer to enforce the rights of the Holders under the Notes or this Agreement
      shall authorize the Servicer to pursue, or elect not to pursue, one or more
      remedies as the Servicer, in its sole discretion, shall determine. The Holders
      acknowledge that the Servicer’s affiliates may hold a majority-in-interest of
      the Notes individually or in concert with a minority of the remaining Holders,
      which may provide Servicer the ability to determine the cause of action in
      question. The parties further acknowledge that any net proceeds after costs
      and
      expenses that are realized with respect to collection of the Notes shall be
      allocated pro rata among all Holders based upon the outstanding sums due to
      them
      from time to time with respect to the Notes.

     

    
      
        
        

      

      
        B
          -
          6

        
          

        

      

      
        
        

      

    

     

    (e) Voting.
      Except
      as expressly set forth above, all actions and votes of the Holders required
      or
      permitted under the terms of this Agreement or the Notes shall be conducted
      pursuant to either written consent by the Majority Holders or a vote per the
      following terms and provisions:

     

    (i) The
      Holder of each Note shall have the right to cast the number of votes determined
      by dividing the outstanding principal balance of the Note of such Holder by
      1,000.

     

    (ii) All
      votes
      of the Holders shall be valid if in writing and signed by Holders constituting
      Majority Holders. In connection with each vote (where written consent is not
      sought by Servicer), the Servicer shall provide each Holder the
      following:

     

    (1) a
      ballot
      providing for each Holder to cast the Holders’ number of votes for or against
      each matter being voted upon;

     

    (2) a
      statement that each Holder’s ballot must be received by the Servicer within
      fifteen (15) days from the date on which such ballots are deposited in the
      United States mail, postage prepaid, or otherwise delivered to the Holders
      (which delivery may include by email transmission to the last known email
      address of the Holder); and

     

    (3) an
      envelope self-addressed to the Servicer (in the event the ballot is being
      provided other than pursuant to email).

     

    (iii) All
      ballots must be returned to the Servicer not later than the date indicated
      above. Ballots received after such fifteen (15) day period shall be considered
      void.

     

    (iv) No
      later
      than ten (10) days after the date indicated on the ballot pursuant to
Section 6(e)(ii(2)
      above
      the Servicer shall count the votes. All votes returned or received after the
      fifteen (15) day period shall not be counted. The Servicer shall, within ten
      (10) days after tallying the votes, notify the Holders of the outcome of said
      vote by written notice. Notwithstanding the foregoing, if holders of a
      Majority-in-Interest of the Holders’ Notes approve a proposed course of action,
      the Servicer may take such action immediately and need not wait until subsequent
      votes are tallied.

     

    (v) Should
      a
      deadline fall on a weekend or holiday, the applicable time period shall be
      extended to the end of the next business day.

     

    7. Amendment
      to Notes, Security Agreement.
      In
      addition to the enforcement actions referenced above, each Holder agrees that
      either the Servicer (subject to due authorization as set forth above) or the
      Majority Holders of the Notes shall have the right to act on behalf of each
      Holder:

     

    
      
        
        

      

      
        B
          -
          7

        
          

        

      

      
        
        

      

    

     

    (a) to
      modify
      the terms of all the Notes, which modifications include but are not limited
      to
      extension of the due date of the Notes, modification of the interest called
      for
      thereunder or the conversion to equity of the Notes or any portion
      thereof;

     

    (b) to
      modify
      the term of the this Agreement, including coverage and for release of the
      Collateral therefor or modify the terms of the Purchase Agreement;
      and

     

    (c) to
      enter
      into such forms of subordination agreement or standstill agreement as the
      Servicer deems necessary and proper. By execution of this Agreement, each Holder
      grants to Servicer and its officers (each an “Attorney”) an irrevocable power of
      attorney to execute in such Holder’s name, place and stead any document said
      Attorney deems necessary and proper to carry out the purpose or intent of this
      Agreement or any actions contemplated hereunder, including but not limited
      to
      each of :

     

    (i) any
      future amendments to the Notes, this Agreement or the CGSI 2-Year Term Note
      Purchase Agreement or any other agreement contemplated thereunder;

     

    (ii) any
      intercreditor agreement or Subordination Agreement they deem necessary and
      proper;

     

    (iii) any
      amendments to any of the foregoing;

     

    (iv) such
      form
      of UCC-3 amendment or termination to financing statement and such form of
      comparable document or notice filing and such form of debenture as necessary
      to
      perfect the Holder’s security interest in the Collateral to the extent
      applicable to a Debtor (including such forms of documents necessary to perfect
      the collateral interests of the Holders in the assets of Magenta in the UK);
      and


     

    (v) any
      release or modification of the Collateral.

     

    8. Notices.
      All
      notices required or permitted to be given hereunder shall be given in writing
      and may be delivered personally to the person to whom it is authorized to be
      given, or sent by registered, certified or first class mail, postage paid,
      addressed as follows (or such other address as the party entitled to notice
      shall provide to the other parties hereto from time to time):

     

    
      	
              To
                any Debtor:

            	
              c/o
                Capital Growth Systems, Inc.

              Attention: Patrick
                Shutt, CEO

              125
                S. Wacker, Suite 300

              Chicago,
                Illinois 60606

            
	 	
              with
                a copy to

            
	 	
              Shefsky
                & Froelich, Ltd.

              Attn.
                Mitchell D. Goldsmith

              111
                E. Wacker #2800

              Chicago,
                Ill. 60601

            


    

     

    
      
        
        

      

      
        B
          -
          8

        
          

        

      

      
        
        

      

    

     

    
      	
              To
                Servicer

            	
              Aequitas
                Capital Management, Inc.

            
	 	
              5300
                Meadows Road, Suite 400

            
	 	
              Lake
                Oswego, Oregon 97035

            
	 	 
	
              To
                each Holder:

            	
              At
                the address of record in the Company’s
                offices.

            


    

    


    9. Indemnification
      of Servicer; Conflicts of Interest.
      Holders
      acknowledge that Servicer is acting as their agent and attorney in fact as
      set
      forth above and each agrees to indemnify, hold harmless and defend Servicer,
      its
      officers, directors, employees, agents, attorneys, subcontractors and assigns,
      as well as Prior Servicer and any Successor Servicer (collectively, the
“Indemnitees) against all claims, actions, damages and expenses of any kind
      arising out of or in connection with his, her or its actions taken under this
      Agreement, or services taken with respect to this Agreement or reasonably
      believed to be in the scope of the Indemnitee’s authority, provided that the
      Indemnitee in question has not acted with willful misconduct or fraud in
      connection with its actions.

     

    10. Successors.
      Should
      Servicer wish to resign from its responsibilities hereunder, it may do so upon
      delivery of fifteen (15) days’ prior notice to the parties hereto; in such event
      or should the Holders seek to elect a new party to assume Servicer’s obligations
      hereunder, they may do so upon approval in writing of the Majority Holders
      and
      delivery of notice to Servicer and to the Company, which shall promptly
      disseminate said notice to the other parties hereto.

     

    11. Removal.
      The
      Majority Holders may remove the Servicer and/or replace the Servicer with a
      Substitute Servicer. Any such removal shall be effective only after ten (10)
      days’ prior written notice is provided to Servicer that the removal has been
      approved (or such shorter period of time as is mutually agreed by Servicer
      and
      the Holders).

     

    12. General.

     

    (a) Debtors
      agree to pay all expenses (including reasonable attorneys' fees and legal
      expenses) paid or incurred by Servicer on behalf of the Holders in endeavoring
      to collect the Notes, and in enforcing this Agreement. No delay on the part
      of
      Servicer on behalf of the Holders in the exercise of any rights or remedies
      shall operate as a waiver thereof, and no single or partial exercise by Holder
      of any right or remedy shall preclude other or further exercise thereof or
      the
      exercise of any other right or remedy.

     

    (b) This
      Agreement shall remain in full force and effect until the payment in full of
      the
      Notes or the conversion of the Notes into equity in the sole discretion of
      the
      Holder of each Note. This Agreement has been delivered at Chicago, Illinois,
      and
      shall be construed in accordance with and governed by the internal laws of
      the
      State of Illinois. Any dispute with respect to this Agreement shall be litigated
      in the state or federal courts situated in Cook County, Illinois to which
      jurisdiction and venue all parties consent, and shall be adjudicated by bench
      trial, with all parties waiving their right to trial by jury. The rights and
      privileges of Holder hereunder shall inure to the benefit of their respective
      successors and assigns.

     

    
      
        
        

      

      
        B
          -
          9

        
          

        

      

      
        
        

      

    

     

    (c) This
      Agreement contains the entire agreement among the parties hereto with respect
      to
      the matters set forth herein. This Agreement shall be binding upon and inure
      to
      the benefit of the parties hereto and their successors and assigns.

     

    (d) This
      Agreement may be executed in any number of counterparts and by the different
      parties hereto and on separate counterparts and each such counterpart shall
      be
      deemed to be an original, but all such counterparts shall together constitute
      one and the same agreement. 

     

    (e) The
      Company shall reimburse the Servicer for its reasonable costs, including
      attorneys’ fees, in connection with the documentation, review and negotiation of
      this Transaction, including costs for the formation of the Holder as a limited
      liability company.

     

    13. Counsel.
      THE
      PARTIES ACKNOWLEDGE AND AGREE THAT SHEFSKY & FROELICH (“S&F”) IS ACTING
      SOLELY IN ITS CAPACITY AS COUNSEL FOR DEBTORS WITH RESPECT TO THE TRANSACTIONS
      CONTEMPLATED HEREIN AND NOT ON BEHALF OF ANY HOLDER OR SERVICER. THE TERMS
      OF
      SECTION 8.7 OF THE CGSI TERM NOTE PURCHASE AGREEMENT REGARDING CONFLICTS OF
      INTEREST ARE INCORPORATED BY REFERENCE HEREIN AND MADE A PART HEREOF AS IF
      FULLY
      REWRITTEN.


    
      
        
        

      

      
        B
          -
          10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed as of the day and the
      year first above written.

     

    
      	
              DEBTORS:

            	 	
              HOLDER
                (executing other than per power of 

            
	 	 	
              attorney):

            
	
              Capital
                Growth Systems, Inc.

            	 	 
	 	 	 
	 	 	
              [Print
                Name]

            
	
              By:

            	 	 	 
	
              Its:

            	 	 	
              By:

            	 
	 	 	
              Its:

            	 
	 	 	 
	
              20/20
                Technologies, Inc.

            	 	
              Principal
                Amount of Note:

            	
              $

            	 
	
              20/20
                Technologies I, LLC

            	 	 
	
              Magenta
                netLogic, Limited

            	 	 
	
              Frontrunner
                Network Systems Corp.

            	 	
              HOLDERS
                LISTED ON EXHIBIT
                A

            
	
              CentrePath,
                Inc.

            	 	
              (pursuant
                to Power of Attorney in favor of the

            
	
              Global
                Capacity Group, Inc.

            	 	
              undersigned
                on behalf of all such Holders):

            
	
              20/20
                Technologies, Inc.

            	 	 
	 	 	 
	 	 	
              By:

            	 
	
              By:

            	 	 	
              Its:

            	 
	 	
              [Signature](1)

            	 	 
	 	 	 
	 	 	 
	 	 	
              SERVICER:
                AEQUITAS CAPITAL MANAGEMENT, INC.

            
	
              PRIOR
                SERVICER:

            	 	 
	 	 	
              By:_________________________________

            
	
              CGSI
                Term Note Servicer, Inc.

            	 	
              Its:_________________________________

            
	 	 	 
	 	 	 
	
              By:

            	 	 	 
	
              Its:

            	 	 	 
	 	 	 
	
              _________________

            
	
              (1)

            	
              Authorized
                Signatory on behalf of each of the
                Debtors.

            


    

    


    
      
        
        

      

      
        B
          -
          11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    
      	
              CGSI
                2-Year Term Note Purchase Agreement Lenders

            	 
	
              Lender

            	 	
              Address

            	 	
              Principal

              Amount
                of Note

            	 
	
              David
                Lies

            	 	 	
              1210
                Sheridan Road

              Wilmette,
                IL 60091

            	 	
              $

            	
              3,453,654.40

            	 
	
              Thomas
                G. Hudson

            	 	 	
              60
                Gideons Point Road

              Tonka
                Bay, MN 55331

            	 	 	
              504,164.40

            	 
	
              Balkin
                Family Limited Partnership

            	 	 	
              c/o
                Magnetar Capital

              Attention:Michael
                Balkin

              1603
                Orrington Avenue - Suite 990

              Evanston,
                IL 60201

            	 	 	
              829,389.51

            	 
	
              Michael
                McGowan

            	 	 	
              214
                San Rafael Avenue

              Belvedere,
                CA 94920

            	 	 	
              600,000.00

            	 
	
              Aequitas
                Hybrid Fund, LLC

            	 	 	
              5300
                Meadows Road - Suite 400

              Lake
                Oswego, OR 97035

            	 	 	
              500,000.00

            	 
	
              Patrick
                Terrell

            	 	 	
              19472
                Bounty Lake Court

              Bend,
                OR 97702

            	 	 	
              500,000.00

            	 
	
              Jason
                W. Waterman

            	 	 	
              299
                B Mallard Point

              Barrington,
                IL 60010

            	 	 	
              100,000.00

            	 
	
              Sara
                Mellon

            	 	 	
              c/o
                George Mellon

              51
                West Jackson Street

              Joliet,
                IL 60432

            	 	 	
              50,000.00

            	 
	
              Balkin
                Family Limited Partnership

            	 	 	
              c/o
                Magnetar Capital

              Attention:Michael
                Balkin

              1603
                Orrington Avenue - Suite 990

              Evanston,
                IL 60201

            	 	 	
              250,000.00

            	 
	
              David
                Lies

            	 	 	
              1210
                Sheridan Road

              Wilmette,
                IL 60091

            	 	 	
              250,000.00

            	 
	
              Richard
                A. Levy

            	 	 	
              1258
                Linden Avenue

              Highland
                Park, IL 60035

            	 	 	
              100,000.00

            	 
	
              Richard
                L. Chambers

            	 	 	
              246
                Oak Knoll Road

              Barrington,
                IL 60010

            	 	 	
              25,000.00

            	 
	
              Richard
                L. Chambers

            	 	 	
              246
                Oak Knoll Road

              Barrington,
                IL 60010

            	 	 	
              50,000.00

            	 
	
              Mark
                D. Moran

            	 	 	
              4760
                East Michigan Avenue

              Au
                Gres, MI 48703

            	 	 	
              100,000.00

            	 
	 	 	 	 	 	 	 	 
	
               

            	 	 	
              Total: 

            	 	
              $

            	
              7,312,208.31