CENTREPATH BRIDGE NOTE PURCHASE AGREEMENT

CENTREPATH BRIDGE NOTE PURCHASE AGREEMENT

THIS CENTREPATH BRIDGE NOTE PURCHASE AGREEMENT ("Agreement") is made as of November 30, 2006, by and among Capital Growth Systems, Inc., a Florida corporation ("Borrower" or "Company"), and the lenders (each individually a "Lender," and collectively the "Lenders") executing a counterpart copy of this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

WHEREAS, each of the Lenders intends to fund a bridge loan to Company (individually, a "Loan" and collectively, the "Loans"), which Loans are anticipated to be repaid from the proceeds of an equity financing by Borrower of not less than $7,000,000 (the "Pipe Financing") as set forth below, together with the proceeds from additional debt financing for the Company. The proceeds of Loans shall be used for the acquisition of 100% of the capital stock of CentrePath, Inc., a Delaware corporation ("CentrePath") by way of merger of a wholly owned subsidiary of the Company into CentrePath, with the capital stock of CentrePath to be pledged as collateral security for the Loans; in addition, with the consent of the Majority Note holders, the principal amount of the Loans may be increased to fund additional working capital needs of the Company or CentrePath. A copy of the purchase agreement for CentrePath has been provided to each of the Lenders.

WHEREAS, the Pipe Financing shall be structured as an issuance of Units comprised of Series AA Preferred Stock and warrants (the "Units Warrants") to purchase Series AA Preferred Stock. The Series AA Preferred Stock shall automatically convert to Common Stock of the Company upon the amendment of its articles of incorporation to authorize the issuance of not less than 200,000,000 shares of Common Stock. The "Pipe Common Stock Price" shall be the Unit purchase price divided by the number of shares of Common Stock issuable to Units purchasers on conversion of the Series AA Preferred Stock to Common Stock before giving effect to the Units Warrants. It is anticipated that he Pipe Common Stock Price shall be $0.45 per share, as specified in the November 14, 2006 private placement memorandum for the Units ("Memorandum"), a copy of which have been made available for review by each Lender (and which will be supplemented to reflect the terms of this Agreement);

WHEREAS, the Company has received a proposal dated November 21, 2006 from Hilco for the provision of a line of credit of up to $15,000,000, which the Company is considering (a copy of which has been made available for review by the prospective Lenders), and which may be modified or superseded by another proposal from Hilco or other prospective lenders; the Company has advised the Lenders that there can be no guarantees that the Company will be able to meet the conditions to the breaking of escrow with respect to the Memorandum.

WHEREAS, the parties wish to provide for the sale and issuance of the Notes in return for the provision by the Lenders of the Consideration to the Company on the terms and subject to the conditions set forth in this Agreement, and the collateral security set forth below.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.    Definitions .

(a)    " Aggregate Loan Amount " shall mean Notes with an aggregate principal amount of up to $7,900,000, or such greater amount as is mutually agreed between the Company on the one hand and the Majority Note Holders.

(b)    " Consideration " shall mean the amount of money paid by each Lender pursuant to execution of a counterpart of this Agreement, or the value as set forth on the counterpart signature page of this Agreement " Price " shall mean the purchase price for Equity Units.

(c)    " Initial Closing Date " shall be the date on which at least $10,000,000 of Pipe Financing (or such lesser amount as is agreeable to the Company and the Majority Note Holders) has been consummated.

(d)    " Knowledge " shall mean the actual knowledge of any officer of the Company.

(e)    " Majority Note Holders " shall mean the holders of a majority in interest of the aggregate principal amount of Notes.

(f)    " Maturity Date " shall mean as to each Note, 60 days following the date of the Note.

(g)    " Pipe Common Stock Price " shall have the meaning set forth in the preamble hereof.

(h)    " Pipe Financing " shall have the meaning set forth in the preamble hereof;

(i)    " Notes " shall mean the one or more secured promissory notes issued to each Lender pursuant to Section 2.1 below, the form of which is attached hereto as Exhibit A .

(j)    " Securities " shall have the meaning set forth in Section 6.2 below.

(k)    " Warrants " shall mean the detachable warrants issuable pursuant to Section 2 below.

2.    Terms of the Notes and Warrants . In return for the Consideration paid by each Lender, the Borrower shall sell and issue to such Lender one or more unsecured Notes in the principal amount equal to the dollar amount set forth below the Lender’s name on the signature page hereof (the aggregate principal amount so sold being the "Aggregate Note Amount"), bearing interest at eight percent (8%) per annum. Borrower in its sole discretion may increase the Aggregate Note Amount with respect to any Lender. The proceeds of the Notes shall be used for the funding of the cash deposit for the purchase of CentrePath and the funding of the balance of the purchase price of CentrePath, and any remainder for general working capital purposes of the Company. Effective as of the date of application of the proceeds of a Lender’s funding as aforesaid, the Company shall issue to the Lender a warrant (the "Warrant") to purchase 225.00225 shares of Series AA Preferred Stock (in the form attached as Exhibit B, and which equates to 500,000 shares of Common Stock on an as converted basis assuming the Series AA Preferred Stock is issued at $0.45 per share) for each $1,000,000 of Loan funded (prorated for fractional amounts) In addition, in consideration for the funding of the initial $1,000,000 of the Loans, which has been put at risk with CentrePath as of this date, the initial Lender (Thomas G. Hudson) shall receive an additional warrant to purchase 450.0045 shares of Series AA Preferred Stock (which equates to 1,000,000 shares of Common Stock on an as converted basis assuming the Series AA Preferred Stock is issued at $0.45 per share).

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3.    Closing . Each closing for the purchase of the Notes shall take place at the offices of the Borrower at 12:00 p.m., on the date of counterpart execution of this Agreement by the Lender in question, or at such other time and place as the Borrower and each Lender shall agree. At each Closing, each Lender shall deliver the Consideration to the Borrower and the Borrower shall deliver to each Lender one or more executed Notes in return for the respective Consideration provided to the Borrower.

4.    Use of Consideration . Subscription proceeds from the Notes other than the initial $1,000,000 issued to Thomas G. Hudson shall be deposited in an escrow account to be established by the Company with Shefsky & Froelich Ltd. or such other entity as Company shall select, and shall be held in escrow pending the sale of at least $6,750,000 of Notes (or such lesser amount agreeable to the Company and the Majority Note Holders), to be released from escrow in connection with the closing of the acquisition of CentrePath. by the Company; provided however, in lieu of deposit of the Notes proceeds in escrow a Lender may make direct payment to the account designated by the Company for the purchase of CentrePath, in which event the proceeds of any such funding shall be deemed to have been funded to the Company for purposes of the Loans called for hereunder. Interest shall accrue on the Notes effective as of the date of the closing of the acquisition of CentrePath (with the exception of the initial $1,000,000 funding which shall accrue interest effective as of the date first set forth above). The Notes shall be secured by a collateral pledge of the capital stock of CentrePath (effective as of its acquisition) pursuant to the form of Note Administration and Security Agreement attached as Exhibit C.

5.    Representations and Warranties of the Borrower . In connection with the transactions provided for herein, the Borrower hereby represents and warrants to the Lenders that:

5.1    Organization, Good Standing and Qualification . The Borrower is a corporation, validly existing, and in good standing under the laws of the State of Florida and has all requisite corporate power and authority to carry on its business as now conducted. The Borrower is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

5.2    Authorization . All corporate action has been taken on the part of the Borrower, its shareholders, officers, and directors necessary for the authorization, execution, delivery and performance, of this Agreement and the Notes and Warrants. Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights, the Borrower has taken all corporate action required to make all of the obligations of the Borrower reflected in the provisions of this Agreement and the Notes and Warrants the valid and enforceable obligations they purport to be.

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5.3    Compliance with Other Instruments . Neither the authorization, execution and delivery of this Agreement or the Notes and Warrants, nor the issuance and delivery of the Notes and Warrants, will constitute or result in a default or violation of any law or regulation applicable to the Borrower or any term or provision of the Borrower’s current Articles, Bylaws or any material agreement or instrument by which it is bound or to which its properties or assets are subject.

5.4    Valid Issuance . The Common Stock or Series AA Preferred Stock issuable upon exercise of the Warrants will be, when issued in accordance with the terms of this Agreement, duly and validly issued, fully paid and nonassessable and, based in part upon the representations and warranties of the Lenders in this Agreement, will be issued in compliance with all applicable federal and state securities laws.

5.5    No Violation . The Borrower is not in violation of any order of any court, arbitrator or governmental body, material laws, ordinances or governmental rules or regulations (domestic or foreign) to which it is subject.

5.6    No Litigation . There are no suits or proceedings pending or, to the Knowledge of the Borrower, threatened in any court or before any regulatory commission, board or other governmental administrative agency against or affecting the Borrower except as set forth in the Memorandum.

5.7    Arms’ Length Transactions . The transactions evidenced by this Agreement and the Notes and the other documents and instruments delivered in connection herewith or therewith (a) are the result of arms’ length negotiations among the parties hereto, (b) are made on commercially reasonable terms and (c) are undertaken by the Borrower without any intent to hinder, delay or defraud any entity to which the Borrower is or may become indebted.

6.    Representations and Warranties of the Lenders . In connection with the transactions provided for herein, each Lender hereby represents and warrants to the Borrower that:

6.1    Authorization . This Agreement constitutes such Lender’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Lender represents that the execution, delivery and performance of this Agreement has been duly authorized and approved by such Lender.

6.2    Purchase Entirely for Own Account . Each Lender acknowledges that this Agreement is made with Lender in reliance upon such Lender’s representation to the Borrower that the Notes and any capital stock issuable upon exercise of the Warrants (collectively, the "Securities") will be acquired for investment for Lender’s own account, as principal and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Lender further represents that such Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities.

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6.3    Disclosure of Information . Each Lender acknowledges that he or it has received all the information, documents and materials he or it considers necessary or appropriate for deciding whether to acquire the Notes, and has been provided access to all public filings of Borrower with the Securities & Exchange Commission. Each Lender confirms that he or it has made such further investigation of the Borrower as was deemed appropriate to evaluate the merits and risks of this investment. Each Lender further represents that he or it has had an opportunity to ask questions and receive answers from the Borrower regarding the terms and conditions of the offering of the Notes and Warrants.

6.4    Investment Experience . Each Lender is an investor in securities of companies in the development stage and acknowledges that he or it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Notes and the Equity Units. If other than an individual, each Lender also represents he or it has not been organized solely for the purpose of acquiring the Notes and the Equity Units.

6.5    Accredited Investor . Each Lender is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as presently in effect (the "Securities Act").

6.6    Restricted Securities . Each Lender understands that the Securities are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold except through a valid registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act and applicable state securities laws. Each Lender represents that he or it is familiar with Rule 144 of the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act and applicable state securities laws.

6.7    Further Limitations on Disposition . Without in any way limiting the representations and warranties set forth above, each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Borrower to be bound by this Section 6 and:

(a)    There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(b)    (i)Lender has notified the Borrower of the proposed disposition and has furnished the Borrower with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Borrower, Lender shall have furnished the Borrower with an opinion of counsel, reasonably satisfactory to the Borrower, that such disposition will not require registration of such shares under the Securities Act.

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(c)    All transferees agree in writing to be subject to the terms hereof, and any other agreements to which such Securities may be subject, to the same extent as if they were Lenders hereunder, including but not limited to the Note Administration and Security Agreement in the form attached hereto as Exhibit C.

6.8    Legends . It is understood that the certificates evidencing the Securities, or any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation, conversion, exercise or similar event, shall bear the legends required by applicable law as well as such agreements to which such Securities may be subject, including, without limitation, legends relating to restrictions on transfer under federal and state securities laws and legends required under applicable state securities laws, as well as the following legend:

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR (C) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES."

7.    Defaults and Remedies .

7.1    Events of Default . The following events shall be considered Events of Default with respect to each Note:

(a)    The Borrower shall default in the payment of any part of the principal or unpaid accrued interest on any Note for more than thirty (30) days after the Maturity Date or at a date fixed by acceleration or otherwise;

(b)    The Borrower shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Borrower in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Borrower, or of all or any substantial part of the properties of the Borrower, or the Borrower or its respective manager, officers or majority members shall take any action looking to the dissolution or liquidation of the Borrower;

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(c)    Within sixty (60) days after the commencement of any proceeding against the Borrower seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within sixty (60) days after the appointment without the consent or acquiescence of the Borrower of any trustee, receiver or liquidator of the Borrower or of all or any substantial part of the properties of the Borrower, such appointment shall not have been vacated; or

(d)    The Borrower or any of its subsidiaries shall fail to observe or perform any other obligation to be observed or performed by it under this Agreement or the Notes or the Note Administration and Security Agreement attached hereto as Exhibit C within 30 (thirty) days after written notice from the Servicer named therein (the "Servicer") or the Majority Note Holders to perform or observe the obligation, or any representation or warranty made by the Borrower hereunder or thereunder shall be false in any material respect as of the date made and such representation or warranty is not cured, if susceptible to cure, within 30 (thirty) days after the Borrower’s Knowledge of such failure.

7.2    Remedies . Upon the occurrence of an Event of Default under Section 7.1 hereof, at the option and upon the declaration of the Servicer or the Majority Note Holders, acting pursuant to the form of Note Administration and Security Agreement, the entire unpaid principal and accrued and unpaid interest on each Note, and all other amounts owing under this Agreement shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and the Servicer named therein and acting on behalf of all of the Note holders may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under each Note and exercise any and all other remedies granted to it at law, in equity or otherwise; provided, however, that if any Event of Default occurs under Sections 7.1(b) or 7.1(c) , all unpaid principal and accrued and unpaid interest on such Note, and all other amounts owing under this Agreement, shall automatically become immediately due and payable.

8.    Miscellaneous .

8.1    Successors and Assigns . Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided, however, that the Borrower may not assign its obligations under this Agreement without the written consent of the Servicer or Majority Note Holders (which shall not be unreasonably withheld), and no Lender may, without the written consent of the Borrower (which shall not be unreasonably withheld), assign all or any portion of a Note to any person or entity. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

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8.2    Governing Law . This Agreement and the Notes shall be governed by and construed under the laws of the State of Illinois as applied to agreements among Illinois residents, made and to be performed entirely within the State of Illinois. Any action to enforce this Agreement or any of the rights or obligations hereunder shall be litigated by bench trial, with all parties hereto waiving their right to trial by jury.

8.3    Counterparts, Power of Attorney . This Agreement, and any of the other agreements, documents and instruments contemplated hereby, may be executed in two or more counterparts, whether by original, photocopy, facsimile or email pdf, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page to this Agreement, and any of the other Agreements, documents and instruments contemplated hereby, by facsimile transmission shall be effective as delivery of a manually signed counterpart hereof or thereof. By execution of this Agreement, each Lender grants an irrevocable power of attorney to each of Thomas G. Hudson, Lee Wiskowski, Douglas Stukel and any Servicer named in the Note Administration and Security Agreement, and any officer of the Servicer (each an "Attorney") to execute in the name, place and stead of each Lender and such Lender’s successors in interest: (i) the Note Administration and Security Agreement; and (ii) any document requiring the execution of the Lender related to any action to be taken by the Servicer on behalf of such Lender pursuant to the Note Administration and Security Agreement..

8.4    Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.5    Notices . All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 8.5 ):

8.6    Expenses . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. The Borrower shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.

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8.7    Entire Agreement; Amendments and Waivers; Counsel. This Agreement and the Notes and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The Borrower’s agreements with each of the Lenders are separate agreements, and the sales of the Notes to each of the Lenders are separate sales. Nonetheless, any term of this Agreement or the Notes may be amended and the observance of any term of this Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Borrower and either the Majority Note Holders. Any waiver or amendment effected in accordance with this Section 8.8 shall be binding upon each party to this Agreement and any holder of any Note purchased under this Agreement at the time outstanding and each future holder of all such Notes. Each Lender has been advised by Shefsky & Froelich Ltd. ("SF") that: (i) in preparation of this Agreement it has acted as counsel solely on behalf of the Company and not on behalf of any of the Lenders or the Servicer; (ii) in the past it has represented one or more of the Lenders and may do so in the future with respect to matters other than the subject matter of this Agreement, which representation may be deemed to constitute a conflict of interest; (iii) it has advised each of the Lenders and the Servicer to retain separate counsel with respect to the subject matter of this Agreement; and (iv) the Illinois Code of Professional Responsibility requires SF to advise the Lenders and Servicer of this conflict of interest and to obtain the consent of the Company and of the Lenders and Servicer to SF’s representation of the Company with respect to this Agreement and future matters. By execution of this Agreement each Lender consents (and by execution of the Note Administration and Security Agreement, the Servicer consents) to SF’s representation of Company as aforesaid and further acknowledges and agrees that in the event of a dispute in the future between the Company and any of the Lenders, each of the Lenders agrees that it will not take any action to preclude SF from representing the Company in the future.

8.8    Effect of Amendment or Waiver . Each Lender acknowledges that by the operation of Section 8.8 hereof, the Majority Note Holders will have the right and power to diminish or eliminate all rights of such Lender under this Agreement and each Note issued to such Lender.

8.9    Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

8.10    Exculpation Among Lenders . Each Lender acknowledges that it is not relying upon any person, firm, corporation or stockholder, other than the Company and its officers and directors in their capacities as such, in making its investment or decision to invest in the Borrower. Each Lender agrees that no other Lender nor the respective controlling persons, officers, directors, partners, agents, stockholders or employees of any other Lender shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase and sale of the Securities.

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IN WITNESS WHEREOF, the parties have executed this Bridge Note Purchase Agreement as of the date first above written.

**/s/ Thomas Hudson, /s/ David  Lies, /s/ Don Larsen, /s/ Robert Geras, /s/ Geroge Mellon

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EXHIBIT A

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF OR IN CONNECTION HEREWITH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR (C) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

CGSI CENTREPATH PROMISSORY NOTE

FOR VALUE RECEIVED, Capital Growth Systems, Inc., a Florida corporation (the "Borrower"), hereby promises to pay to the order of [_________________(the "Lender"), the principal sum of __________________ ($__________), together with interest thereon from the date of this Promissory Note (the "Note"). Simple interest shall accrue on the principal balance of this Note at eight percent (8%) per annum. The principal and accrued interest shall be due and payable by the Borrower on the Maturity Date. Following the Maturity Date the principal balance of this Note shall bear simple interest at ten percent (10%) per annum.

This Note is one of the Notes issued pursuant to the CentrePath Bridge Note Purchase Agreement dated as of November 30, 2006, pursuant to which this form of Note is attached as an exhibit ("Purchase Agreement"), and capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

1.   Payment . All payments shall be made in lawful money of the United States of America at the principal office of the Borrower, or at such other place as the holder hereof may from time to time designate in writing to the Borrower. Payment shall be credited first to Costs (as defined below), if any, then to accrued interest due and payable and any remainder applied to principal. Prepayment may be made in whole or part without penalty, and the Company shall fund prepayments as provided for in the Purchase Agreement. In connection with the delivery, acceptance, performance or enforcement of this Note, the Borrower hereby waives demand, notice, presentment, protest, notice of dishonor and other notice of any kind, and asserts to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. The Borrower agrees to pay all amounts under this Note without offset, deduction, claim, counterclaim, defense or recoupment, all of which are hereby waived.

2.   Amendments and Waivers; Resolutions of Dispute; Notice . The amendment or waiver of any term of this Note, the resolution of any controversy or claim arising out of or relating to this Note and the provision of notice shall be conducted pursuant to the terms of the Purchase Agreement.

3.   Successors and Assigns . This Note applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto; provided, however, that the Borrower may not assign its obligations under this Note without the written consent of the Servicer or Majority Note Holders and the Lender may not, without the written consent of the Borrower (which shall not be unreasonably withheld), assign all or any portion of this Note to any person or entity. Any transfer of this Note may be effected only pursuant to the Purchase Agreement and by surrender of this Note to the Borrower and reissuance of a new note to the transferee, who agrees in writing in form satisfactory to Lender to be bound by the terms of the Purchase Agreement. The Lender and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions, and agrees to comply with the foregoing terms and conditions for the benefit of the Borrower and any other Lenders.

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4.   Officers and Directors not Liable . In no event shall any officer or director of the Borrower or Servicer be liable for any amounts due and payable pursuant to this Note.

5.   Expenses . The Borrower and hereby agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees and legal expenses, incurred by the holder of this Note ("Costs") in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by declaration or otherwise. The Borrower agrees that any delay on the part of the holder in exercising any rights hereunder will not operate as a waiver of such rights. The holder of this Note shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies, and no waiver of any kind shall be valid unless in writing and signed by the party or parties waiving such rights or remedies.

6.   Governing Law . This Note shall be governed by and construed under the laws of the State of Illinois as applied to other instruments made by Illinois residents to be performed entirely within the State of Illinois. Any dispute with respect to this Note shall be litigated in the state or federal courts situated in Cook County, Illinois.

7.   Approval . The Borrower hereby represents that it has approved the Borrower’s execution of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Borrower after reasonable inquiry concerning the Borrower’s financing objectives and financial situation. In addition, the Borrower hereby represents that it intends to use the principal of this Note primarily for the operations of its business, and not for any personal, family or household purpose.

IN WITNESS WHEREOF, the Borrower has executed this Note on the day and year first above written.

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EXHIBIT B

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR ITS OWN ACCOUNT F