MANAGEMENT SERVICES AGREEMENT

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (the “Agreement”) is entered into this ___ day of November, 2008, by and among Vanco plc (in administration), a company incorporated under the laws of England and Wales with registered number 3470117 (“Vanco”), Simon John Granger and Chad Griffin, each an insolvency practitioner of FTI Consulting Limited, a company with its principal offices at Holborn Gate, 26 Southampton Buildings, London, WC2A 1PB, in their respective capacities as joint administrators of Vanco (together the “Administrators,” which term shall include their successors in office), and Capital Growth Acquisition, Inc., a corporation organized under the laws of Delaware (“Manager”). Individually, each of Manager, the Administrator, and Vanco is a “Party” and collectively they are the “Parties.”

WHEREAS, Administrators were appointed to act as joint administrators of Vanco on May 25, 2008 by Lloyds TSB Bank plc in accordance with paragraph 14 to Schedule B1 to the (English) Insolvency Act 1986;

WHEREAS , Vanco has inter alia one U.S. subsidiary, Vanco Direct USA LLC (“VDUL”), a Delaware limited liability company which holds domestic and international Section 214 authorizations from the U.S. Federal Communications Commission (“FCC”) and certificates of public convenience and necessity or the equivalent from various state telecommunications regulatory commissions (the “State Commissions” and, collectively with the FCC, the “Commissions”) (such authorizations and certificates collectively referred to as the “Licenses”);

WHEREAS , Manager has made a bid to purchase the limited liability company interests of VDUL from Vanco, which bid has been approved by the Administrators;

WHEREAS, Vanco has entered into an Interest Purchase Agreement with Manager of even date herewith for the sale of the limited liability company interests in VDUL (the “Purchase Agreement”), pursuant to which Manager will acquire VDUL in a manner consistent with applicable law;

WHEREAS , the Parties acknowledge and agree that certain Regulatory Approvals must be obtained before control of VDUL can be transferred to Manager; the effective date of the closing of the Purchase Agreement pursuant to which the limited liability company interests of VDUL shall be conveyed to Manager is the “Closing Date.”

WHEREAS , Vanco has retained de facto and de jure control of VDUL pending receipt of all Regulatory Approvals;

WHEREAS , in order to ensure uninterrupted service to customers of the VDUL Systems pending issuance of the approvals, and to avoid associated potential disruption to customers, the Parties desire to enter into an arrangement for Manager to manage VDUL and VDUL’s network and operations in the United States that is the subject of the Licenses (the “VDUL Systems”), at all times subject to the oversight, review, supervision and control of Vanco;

WHEREAS , the parties hereto believe it to be in their mutual best interests for Manager to provide certain services as described below to VDUL until the requisite Regulatory Approvals can be obtained and the proposed transaction can be completed;

WHEREAS , Vanco and Manager desire that Manager provide management services to VDUL in conformity with the rules and policies of the FCC, the State Commissions, and the terms and conditions of the Purchase Agreement and this Agreement; and

WHEREAS , Manager desires to serve as the manager of VDUL and the VDUL Systems pursuant to the terms set forth in this Agreement;

NOW THEREFORE , in consideration of the mutual promises contained herein, the sufficiency of which is acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1  Definitions . Each term capitalized herein and not otherwise defined shall have the meaning assigned to it in the Purchase Agreement.

“Communications Licenses” means those licenses, registrations, authorizations or other authorities which permit VDUL to provide regulated interstate, intrastate and local regulated telecommunications services.

“Confidential Materials” means any information or materials, whether written or oral, tangible or intangible; (i) concerning Vanco, its subsidiaries, businesses, markets, products, prospects, finances and member(s), and (ii) which Manager develops, or with respect to which Manager gains access or knowledge, as a direct result of Vanco’s, Administrators' or VDUL’s provision to Manager of information and/or materials. Notwithstanding the foregoing, the Confidential Material shall not include (A) information that was known to, and material that was in the possession of, Manager prior to the commencement of any negotiations with Vanco and Administrators, (B) information that is or becomes generally known to, and materials possessed by, the public at large or entities involved in the business of VDUL (other than as a result of a breach of this agreement by Manager or by disclosure of any other party which Manager knows, or has reason to know, is under an obligation of confidentiality to Vanco and Administrators), (C) information or material acquired by Manager independently from a third party (other than a third party that Manager knows, or has reason to know, is under an obligation of confidentiality to Vanco and Administrators), and (D) information or material independently developed by Manager and not as a result of the disclosure of information or provision of materials by Vanco or Administrators. The Confidential Materials may include, but are not necessarily limited to, concepts; techniques; data; documentation; research and development; customer lists; advertising plans; distribution networks; new product concepts; designs; patterns; sketches; planned introduction dates; processes; marketing procedures; "know-how"; marketing techniques and materials; development plans; names and other information related to strategic partners, suppliers, or vendors; pricing policies and strategic, business or financial information, including business plans and financial pro formas .

ARTICLE II

APPOINTMENT OF MANAGER

(a) Manager hereby agrees, subject to the terms, conditions, and limitations set forth in this Agreement, to provide supervision and management services to VDUL so as to meet any and all ongoing obligations associated with the VDUL Systems and the services provided using the VDUL Systems (the “VDUL Services,” and together with the VDUL Systems, the “VDUL Business”), including without limitation obligations of VDUL to provide service to the customers pursuant to existing contractual relationships and to any new customers that may from time to time during the Term of this Agreement purchase such services. The duties of Manager under this Agreement shall include doing all things commercially reasonable and necessary to carry out the supervision, operation and management of the VDUL Business in a manner, and at a level of service quality, substantially consistent with past practices and the manner and level of service quality in which the VDUL Business has been operated and services have been provided by VDUL prior to the Effective Date of this Agreement.

(b) Manager hereby accepts such appointment and agrees to perform its obligations and responsibilities hereunder and agrees to devote such time and resources as are necessary to ensure proper and efficient operation of VDUL and the VDUL Business, and shall make available to Vanco the full range of its expertise and experience.

(c) Vanco hereby grants to Manager as much access as Vanco and VDUL has to all facilities, equipment, personnel, books, records and operational assets as is necessary to permit Manager to perform its obligations hereunder.

ARTICLE III

MANAGEMENT OF THE VDUL BUSINESS

(a) During the Term, the Manager shall have the duty to manage the VDUL Business authorized under the Communications Licenses on behalf of Vanco consistent with the provisions of this Agreement and subject to Vanco’s continued ownership, control and reasonable supervision and direction. Upon reasonable request, Manager hereby agrees to report to Vanco’s Administrators the status of the operations of the VDUL Business.

(b) Vanco and Manager desire that this Agreement and the performance of Vanco’s and Manager’s obligations hereunder be in full compliance with (i) the terms and conditions of the Communications Licenses; (ii) the Communications Act of 1934, as amended (the “Act”); (iii) all applicable rules, regulations and policies of the Commissions; and (iv) any other applicable federal, state and local law or regulation. It is expressly understood by Vanco and Manager that nothing in this Agreement is intended to give Manager any right which would be deemed to constitute a transfer of control (as is defined in the Act and/or any applicable FCC or state rules, regulations or case law) by Vanco of any of the Communications Licenses from Vanco to Manager to the extent prohibited by the applicable federal and state law, or the rules or regulations of any Commission.

(c) Manager acknowledges and agrees that Vanco has certain rights and obligations pursuant to the Communications Licenses with respect to activities authorized thereunder, which include compliance with the Act, and the rules, regulations, and policies of the Commissions. The services provided by Manager hereunder are not intended to diminish or restrict Vanco’s compliance with its obligations under applicable law or before the Commissions, and this Agreement shall not be construed to diminish or interfere with the obligations of Vanco or its ability to comply with the rules, regulations or directives of any governmental or jurisdictional authority with respect to the Communications Licenses or the VDUL Business.

(d) Vanco shall have unfettered access and authority to inspect the books and records, equipment and related hardware that is required to transmit and/or receive telecommunications, including but not limited to network facilities, switching equipment, customer premises equipment and testing equipment, for any reason and at any time, including but not limited to access for purposes of determining whether, under the Manager’s supervision and management, the VDUL Business is operating in a manner that violates the terms of this Agreement, the Act or the Commissions’ rules, regulations, or policies, or is otherwise operating in a harmful or unlawful manner.

(e) Manager shall be responsible for providing the management services in compliance with VDUL’s existing tariffs and service contracts, and all applicable laws, including, without limitation, tariffs in effect from time to time. Manager shall perform the management services in a professional manner and in accordance with all applicable professional or industry standards.

ARTICLE IV

PAYMENT OF COSTS AND MANAGER’S COMPENSATION

Section 4.1  Payment of Costs . As of the Effective Date, Manager shall be responsible for payment by VDUL of all costs and expenses (the “Costs”) incurred or due with respect to the maintenance and operation of VDUL, the VDUL Systems, the compensation of VDUL’s employees, and the provision of the VDUL Services, and shall be given full access and signatory authority to all VDUL financial accounts (the “Accounts”), including VDUL funds as of the Effective Date and all revenues collected by VDUL (or on behalf of VDUL by Manager) during the Term of this Agreement in connection with the operation of the VDUL Business (the “Revenue” and together with the Accounts, the “VDUL Funds”). VDUL hereby authorizes Manager to use the VDUL Funds to pay its Costs and the Monthly Management Fee (as defined below).

Section 4.2  Monthly Management Fee . As consideration for Manager providing the management services described herein, Vanco agrees that Manager shall be paid out of the VDUL Funds a m onthly fee (“Monthly Management Fee”) equal to 30% of the Revenues received each month; provided that ,   in any month during the Term in which the Monthly Management Fee would otherwise exceed VDUL’s Revenues less its Costs (the “Net Revenue”), the Monthly Management Fee shall be no greater than the Net Revenue, if any, and VDUL shall not have any obligation to pay Manager any greater amount. The Monthly Management Fee shall be paid solely from the VDUL Funds on the last business day of each month, with the final Monthly Management Fee being paid at the end of the Term (as defined below).

Section 4.3  Status Reports . At Vanco’s request, Manager shall provide Vanco with updates on the status of the operation of the VDUL Business and the overall financial condition of VDUL.

Section 4.4  Books and Records . Manager shall create and maintain complete and accurate records of all financial and other material transactions relating to performance of this Agreement in a manner consistent with records prepared and maintained by Manager in the ordinary course of business and with U.S. generally accepted accounting principles. At its discretion and expense, Vanco may conduct periodic audits of Vanco’s records relating to performance of this Agreement and its operation and management of the VDUL Business.

ARTICLE V

COMPLIANCE WITH APPLICABLE LAWS

Section 5.1  Compliance with Applicable Laws and Regulations .

(a) Manager agrees that, in connection with providing the management services hereunder, it shall comply in all material respects with all applicable laws, ordinances, rules, regulations, and restrictions, including but not limited to the Act, the FCC and State Commission rules, regulations, and policies, and local ordinances, and shall respond promptly to all regulatory correspondence or inquiries and any and all adversarial pleadings of whatever nature filed with the Commissions or any other governmental authority and will promptly notify Vanco of the receipt thereof.

(b) Vanco and Manager agree that they shall not take any action that would violate any Communications License or that could reasonably be expected to cause the cancellation, revocation, or adverse modification of any Communications License or that could be expected to otherwise impair the good standing or renewal of any License.

(c) Manager acknowledges and agrees that Vanco has certain rights and obligations pursuant to the Communications Licenses with respect to activities authorized thereunder, which include compliance with the Act and similar state statutes, and the rules, regulations, and policies of the Commissions. The services provided by Manager hereunder are not intended to diminish or restrict Vanco’s compliance with its respective obligations under applicable law or before the Commissions, and this Agreement shall not be construed to diminish or interfere with any Vanco’s obligation or ability to comply with the rules, regulations or directives of any governmental or jurisdictional authority with respect to the Communications Licenses. On behalf of Vanco, Manager shall take or cause to be taken all reasonable and appropriate steps necessary to keep the Communications Licenses in full force and effect and in good standing.

(d) Manager and Vanco recognize that VDUL, and ultimately Vanco, remain responsible for compliance with the terms of the Communications Licenses. In that regard, the Manager shall not, without the prior consent of Vanco’s Administrators, such consent not to be unreasonably withheld if consistent with past practice of operations by VDUL, take the following actions:

(e)   The parties h