2009 INTERCREDITOR AGREEMENT

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

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

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

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

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

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

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

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