CGSI 2-YEAR TERM NOTE PURCHASE AGREEMENT

THIS CGSI TERM NOTE PURCHASE AGREEMENT (“Agreement”) is made as of January 12, 2007, by and among Capital Growth Systems, Inc., a Florida corporation (“Company”), each of the following subsidiaries of Company (individually a “Co-Borrower” and collectively, the “Co-Borrowers”): 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 Services Corp., a Delaware corporation (“Frontrunner”), CentrePath, Inc., a Delaware corporation (“CentrePath”) and Global Capacity Group, Inc., a Texas corporation (“Global”); 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 term loan to Company (individually, a “Loan” and collectively, the “Loans”), which Loans shall be funded by an exchange with Company of the existing promissory note(s) issued by the Company and/or one or more of the Co-Borrowers (each such note is hereinafter sometimes referred to as an “Existing Note” or collectively as the “Existing Notes”) and/or the funding of additional cash from such Lender to the Company directly and as agent for the Co-Borrowers; the initial closing of the Loans shall occur on the date that proceeds from the Loans and other funds made available to the Company and the Co-Borrowers are sufficient for the Company to consummate the initial closing of its equity offering (“Pipe Financing”) pursuant to its November 14, 2006 private placement memorandum and all supplements thereto (including its December 20, 2006 First Supplement, January 3, 2007 Second Supplement and January 12, 2007 Third Supplement -- the “Memorandum”). The parties acknowledge that the Company is a holding company for the Co-Borrowers and all proceeds received by the Company from any Lender are used solely for the support of the business operations of the Co-Borrowers (and to the extent funding Company operations, these are operations are run to benefit financing for the Co-Borrowers). The Company is acting as an agent for the Co-Borrowers and also constitutes a co-obligor on the Loans.

WHEREAS, the Pipe Financing has been 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 Unit purchasers on conversion of the Series AA Preferred Stock to Common Stock, before giving effect to the Units Warrants. It is anticipated that the Pipe Common Stock Price shall be $0.45 per share, as specified in the Memorandum, a copy of which has been made available for review by each Lender.

WHEREAS, the Lenders are willing to effect the funding of the Loan contingent upon the grant of a security interest in substantially all of the assets of the Co-Borrowers and the Company (collectively, the “Credit Group”), subject to subordination to the primary credit lender to the Co-Borrowers. The Company intends initially to establish a $12,000,000 credit facility with Hilco Finance, LLC (such entity, together with its participants in the credit facility and its and/or their assigns are collectively referred to as “Hilco”) to be secured by all of the assets of the subsidiaries of the Company and a guarantee by both the Company and Magenta pursuant to a credit agreement and all ancillary associated documents and agreements, copies of which have been made available for review by each of the Lenders (collectively, the “Credit Agreement”). Included with the Credit Agreement is a form of subordination agreement (such agreement in its present form and as modified from time to time with the consent of the Company is hereinafter referred to as the “Hilco Subordination Agreement”) which has been circulated to each of pursuant to which the Loans established pursuant to this Agreement shall be subject and pursuant to which each of the parties hereto shall be bound by either direct signature or execution on behalf of each of the parties hereto by way of power of attorney. The Hilco Subordination Agreement and any substitute or modification thereof with Hilco, as well as any subsequent subordination agreement which shall in the good faith opinion of the Company be required of any of the Credit Parties as a condition precedent to the funding (and/or as a condition to the ongoing funding) to any of the Credit Parties by the primary lender (or proposed replacement primary lender) providing or proposing to provide senior secured financing to any of the Co-Borrowers (the “Senior Lender”) is hereinafter sometimes referred to as a “Subordination Agreement.”

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 $10,000,000, or such greater amount as is mutually agreed between the Company on the one hand and the Majority Note Holders on the other hand.

(b)    “ Consideration ” shall mean: (i) the amount of money paid by each Lender who funds his, her or its Loan with cash; and (ii) the outstanding principal amount plus all accrued interest through the date of contribution to the Company of each Existing Note with respect to each Lender who contributes an Existing Note to the Company in exchange for the Note to be issued pursuant to this Agreement.

(c)    “Credit Group” shall have the meaning set forth in the Preamble hereof.

(d)    “Existing Note” shall have the meaning set forth in the Preamble hereof.

(e)    “Hilco” shall mean Hilco Finance, LLC and its assigns

(f)    “Hilco Subordination Agreement” shall have the meaning set forth in the Preamble hereof.

(g)    “ Initial Closing Date ” shall be the initial closing date of the Pipe Financing.

(h)    “ Knowledge ” shall mean the actual knowledge of any officer of the Company.

(i)    “ Majority Note Holders ” shall mean the holders of a majority in interest of the aggregate principal amount of Notes.

(j)    “ Maturity Date ” shall mean 24 months following the Initial Closing Date.

(k)    “ Pipe Common Stock Price ” shall have the meaning set forth in the preamble hereof.

(l)    “ Pipe Financing ” shall have the meaning set forth in the preamble hereof;

(m)    “ Notes ” shall mean the one or more secured promissory notes issued to each Lender pursuant to Section 2 below, the form of which is attached hereto as Exhibit A .

(n)    “ Securities ” shall have the meaning set forth in Section 6.2 below.

(o)    “Senior Lender” shall have the meaning set forth in the Preamble hereof.

(p)    “Servicer” shall have the meaning set forth in Section 7.1 below.

(q)    “Subordination Agreement” shall have the meaning set forth in the Preamble hereof.

(r)    “ Warrants ” shall mean the detachable warrants issuable pursuant to Section 2 below.

2.    Terms of the Notes and Warrants . In return for the Consideration provided by each Lender, the Company shall sell and issue to such Lender on the later of the Initial Closing Date or the date of provision by such Lender of the Consideration to the Company for the benefit of itself and the Co-Borrowers, 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, and to the extent that such amount includes a per diem for interest accrued on any note(s) being exchanged for a Note hereunder, shall include all accrued interest through the Closing Date (the aggregate principal amount so sold being the “Aggregate Note Amount”), bearing simple interest at twelve percent (12%) per annum. Company, in its sole discretion, may increase the Aggregate Note Amount with respect to any Lender, provided the principal amount with respect to all Notes (and specifically excluding all interest accruing under the Notes) shall not exceed the Aggregate Note Amount. Any Lender purchasing his, her or its Note with an Existing Note hereby assigns for the benefit of the Lenders as a group all right, title and interest in the Existing Note, but specifically releases all collateral or rights with respect to collateral securing the Existing Note and authorizes the Company by any of its officers or the servicer of the Existing Note with respect to the corresponding note administration and security agreement to release all collateral held for the benefit of the Lender with respect to the Existing Note. Effective as of the date of purchase of the Lender’s Note, the Company shall issue to the Lender a warrant (the “Warrant”) to purchase 67.500006 shares of Series AA Preferred Stock (in the form attached as Exhibit B, and which presently equates to 150,000 shares (rounded) of Common Stock on an as converted basis assuming the Series AA Preferred Stock is issued at $0.45 per share) for each $100,000 of Loan funded (prorated for fractional amounts).

Each $100,000 of original principal amount of each Note shall be convertible into Common Stock of the Company (and in the event that the Company does not have sufficient authorized Common Stock outstanding for such conversion, then it shall cause the authorization and issuance of a class of preferred stock which will be the functional equivalent of the Series AA Preferred Stock of the Company, except that the conversion feature shall incorporate the terms below for the effective conversion rate into Common Stock) which will be based upon a 20% discount to the “Fair Market Value” of the Common Stock of the Company as of the date of delivery of notice of conversion by the Lender (except in the event the Company’s Common Stock is not publicly traded, then such conversion shall be effective 5 business days following the Company’s notification to Lender of the Fair Market Value, subject to Lender’s right to withdraw the conversion notice at any time prior to the effective date by delivery of written notice to the Company of withdrawal), subject in all events to the price per share of the Common Stock being not less than $0.65 per share nor more than $1.25 per share, irrespective of the Fair Market Value. The “Fair Market Value” shall mean: (i) if the Common Stock of the Company is publicly traded, the average closing price (which if a fixed price shall be that price, or if not, then it shall be the midpoint between the bid and asked price) of the Company’s Common Stock for the last 10 trading days immediately preceding the day in which the conversion notice is delivered; and (ii) if the Common Stock of the Company is not publicly traded, then the fair market value per share of its Common Stock as determined in good faith from time to time by the Board of Directors of the Company.

If for any reason any of the principal amount of a Lender’s Note shall be prepaid prior to its Maturity Date, then the Company agrees to issue a warrant to the holder of such Note a warrant (the “New Warrant”) which shall provide to the holder of the Note comparable economic rights upon exercise of the New Warrant as would have been available to the holder of the Note upon conversion of the Note had no prepayment occurred ( i.e., so that the cumulative rights for acquisition of Units between conversion of the Note and exercise of the New Warrant would be the same as if no prepayment had occurred; provided, however, in no event can cumulative conversions of the Note and exercises of the New Warrant provide the right to receive more Units of Company than if no prepayment had occurred); the New Warrant will lapse if not exercised on or before the Maturity Date.

3.    Closing . Each closing for the purchase of the Notes shall take place at the offices of the Company at 12:00 p.m., on the later of the Initial Closing Date or the date of counterpart execution of this Agreement by the Lender in question (and provision of the Consideration by such Lender), or at such other time and place as the Company and each Lender shall agree. At each Closing, each Lender shall deliver the Consideration to the Company for the benefit of the Co-Borrowers and the Company shall deliver to each Lender one or more executed Notes in return for the respective Consideration provided to the Company for the benefit of the Co-Borrowers. If the Consideration provided by a Lender is comprised of the delivery of an Existing Note, such Lender shall deliver such Note (or a lost note affidavit and indemnity in form and substance acceptable to the Company) at the Initial Closing.

4.    Use of Consideration, Subordination. Subscription proceeds from the Notes shall be held in trust for the benefit of the Lenders pending the Initial Closing, at which time they may be released by the Company for the benefit of itself and the Co-Borrowers. In the event the Initial Closing does not occur by February 15, 2007, then the Company shall return to each Lender the Consideration provided by such Lender to the Company (for the benefit of itself and the Co-Borrowers). Interest shall accrue on the Notes effective as of the date of the later of the Initial Closing Date or the date of the Lender’s funding of the Note in question. The Notes shall be secured by a collateral pledge of substantially all of the assets of the Co-Borrowers pursuant to the form of Note Administration and Security Agreement attached as Exhibit C, the terms of which are incorporated by reference herein and made a part hereof, subject to the understanding and agreement that: (i) the foregoing collateral pledge and all rights of each Lender under this Agreement and all exhibits hereto are expressly subordinated to the rights of Hilco pursuant to the Credit Agreement and the Hilco Subordination Agreement: (ii) each Lender agrees to subordinate his or its interest in the collateral securing the Loans and in any other rights under this Agreement and all exhibits hereto to any subsequent Senior Lender; and (iii) the Company shall have 60 days following the Closing Date to cause the removal or assignment to Lender of all senior security interests in the assets of the Co-Borrowers other than those in favor of Hilco.

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

5.1    Organization, Good Standing and Qualification . The Credit Party is a corporation or limited liability company, as the case may be, validly existing, and in good standing under the laws of the state of its formation as set forth in the preamble hereof (provided however that with respect to Frontrunner, if not in good standing in Delaware as of the Initial Closing Date, and with respect to Magenta if not in good standing in England, it agrees to return to good standing in the state of Delaware as to Frontrunner and in England as to Magenta, no later than 60 days following the Initial Closing Date) and has all requisite corporate or limited liability company power and authority to carry on its business as now conducted. The Credit Party 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 (provided however, that with respect to Company, if not qualified to do business in Illinois, and with respect Frontrunner if not duly qualified to do business in Massachusetts, it will do so no later than 60 days following the Initial Closing Date). The provisos above are deemed to qualify the representations contained in this Section 5.1.

5.2    Authorization . All corporate or limited liability company action has been taken on the part of the Credit Party, its shareholders, officers, and directors (or in the case of 2020 LLC, its sole member or managers) necessary for the authorization, execution, delivery and performance, of this Agreement, the Notes, Warrants, Note Administration and Security Agreement and the Credit Agreement. Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights, the Credit Party has taken all corporate or limited liability company action required to make all of the obligations of the Credit Party reflected in the provisions of this Agreement and the Notes and Warrants the valid and enforceable obligations they purport to be.

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 Credit Party or any term or provision of the Credit Party’s current Articles of Incorporation, Certificate of Incorporation or Bylaws (or in the case of 2020 LLC, its Certificate of Formation or Limited Liability Company Agreement) 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 . Subject to the terms of Section 5.1 above, the Credit Party 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, except for violations that would not have a materially adverse effect on the Credit Party's business or properties.

5.6    No Litigation . There are no suits or proceedings pending or, to the Knowledge of the Credit Party, 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 between the Lenders, on the one hand, and the Credit Parties on the other hand, (b) are made on commercially reasonable terms and (c) are undertaken by the Credit Party without any intent to hinder, delay or defraud any entity to which the Credit Party 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 each Credit Party 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 . Such Lender acknowledges that this Agreement is made with Lender in reliance upon such Lender’s representation to each Credit Party 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.

6.3    Disclosure of Information . Such 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, including without limitation, the Memorandum, and has been provided access to all public filings of Company with the Securities & Exchange Commission. Each Lender confirms that he or it has made such further investigation of each Credit Party 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 each Credit Party regarding the terms and conditions of the offering of the Notes and Warrants as well as all terms and conditions of the Credit Agreement.

6.4    Investment Experience; State of Residence . Such Lender is an investor in securities of companies in the development stage and acknowledges that he or it is able to fend for himself or itself, can bear the economic risk of his or its investment and has such knowledge and experience in financial or business matters that he or it is capable of evaluating the merits and risks of the investment in the Notes and the Warrants. If other than an individual, such Lender also represents he or it has not been organized solely for the purpose of acquiring the Notes and the Warrants. The Lender's state of residence or, if other than an individual, such Lender's jurisdiction of formation, is set forth underneath such Lender's name on the signature page hereto.

6.5    Accredited Investor . Such 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 . Such Lender understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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. Such 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, such 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 Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act.

(c)    All transferees from such Lender 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)    Any of the Credit Parties shall default in the payment of any part of the principal or unpaid accrued interest on any Note after the Maturity Date or at a date fixed by acceleration or otherwise;

(b)    Any Credit Party 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 Credit Party in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Credit Party, or of all or any substantial part of the properties of the Credit Party, or its respective directors, managers, officers or majority members or shareholders shall take any action looking to the dissolution or liquidation of the Credit Party;

(c)    Within sixty (60) days after the commencement of any proceeding against a Credit Party 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 Credit Party of any trustee, receiver or liquidator of the Credit Party or of all or any substantial part of the properties of the Credit Party, such appointment shall not have been vacated; or

(d)    The Credit Party 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 thirty (30) 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 Credit Party 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 thirty (30) days after the Credit Party’s Knowledge of such failure.

(e)    The Company shall engage in a merger or consolidation in which it is not the surviving company, or the Company shall liquidate its assets, dissolve or sell all or substantially all of its assets or of the assets or stock of any of the other Credit Parties.

(f)    The indebtedness with respect to the Credit Agreement shall have been accelerated following a declaration of an event of default and within 60 days thereafter Company shall not have either (i) caused the Credit Agreement to be reinstated or (ii) paid off the obligations with respect to the Credit Agreement with its available funds and/or proceeds from a substitute credit facility with a replacement Senior Lender.

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 no Credit Party may 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 Company (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.

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 David Lies, Michael Balkin, Thomas G. Hudson, Patrick C. Shutt and any Servicer named in the Note Administration and Security Agreement, and any executive officer of either of the Company or of 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 any amendment thereto; (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; (iii) the Hilco Subordination Agreement; (iv) any subsequent Subordination Agreement requested by Company as a condition precedent to the funding of a senior loan facility for Company and/or any of the Co-Borrowers where the lender in question will be the primary lender to the borrower(s) in question; and (v) any release of collateral and any amendment to this Agreement or any of the exhibits hereto as necessary for the release of the liens and other rights granted hereunder with respect to any of the subsidiaries (directly or indirectly held by the Company) of the Company in connection with either (a) the sale, merger or consolidation of that subsidiary or the sale of all or substantially all of its assets where the Senior Lender has consented to such disposition; or (b) any transaction subsequent to the date hereof when all of the Notes have been paid in full.

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. Each Credit Party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.

8.7    Entire Agreement; Amendments and Waivers; Counsel. This Agreement and the Exhibits hereto and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and supersedes in its entirety: (i) any previously executed version of this Agreement, including the form of agreement dated December 28, 2006; and (ii) any prior rights that a Lender may have had with respect to any prior loan agreement related to any of the Existing Notes (other than the rights to warrants with respect thereto). Each Credit Party’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 Company and either the Servicer or the Majority Note Holders. Any waiver or amendment effected in accordance with this Section 8.7 shall be binding upon each party to this Agreement and any holder of any Note or Warrant purchased under this Agreement at the time outstanding and each future holder of all such Notes and/or Warrants. 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 Credit Parties 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 the Credit Parties as aforesaid and further acknowledges and agrees that in the event of a dispute in the future between any Credit Party and any of the Lenders, each of the Lenders agrees that it will not take any action to preclude SF from representing any Credit Party in the future.

8.8    Effect of Amendment or Waiver . Each Lender acknowledges that by the operation of Section 8.7 hereof, each of the Servicer and 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 and each Warrant issued to such Lender, including but not the right to release collateral and liens associated therewith and to subordinate the Loans to any subsequent financing to the Co-Borrowers or any of them.

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 Credit Parties. 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.

IN WITNESS WHEREOF, the parties have executed this CGSI 2-Year Term Note Purchase Agreement as of the date first above written.

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.

FOR VALUE RECEIVED, Capital Growth Systems, Inc., a Florida corporation (“Company”), 20/20 Technologies, Inc., a Delaware corporation, 20/20 Technologies I, LLC, a Delaware limited liability company, Magenta NetLogic, Limited, a corporation formed under the laws of England, Frontrunner Network Systems Corp., a Delaware corporation, CentrePath, Inc., a Delaware corporation and Global Capacity Group, Inc., a Texas corporation (Company, together with all of the other entities named above are referred to collectively, as “Co-Borrowers,” and individually each as a “Co-Borrower”), hereby promise 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 twelve percent (12%) per annum. The principal and accrued interest shall be due and payable by the Borrower 24 months following the initial date of issuance of equity units pursuant to the Company’s November 14, 2006 private placement memorandum, as supplemented from time to time (the “Maturity Date”). Following the Maturity Date, the principal balance of this Note shall bear simple interest at fifteen percent (15%) per annum.

This Note is one of the Notes issued pursuant to the CGSI Term Note Purchase Agreement dated as of January 12, 2007, 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 Company, or at such other place as the holder hereof may from time to time designate in writing to the Company. 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, each Co-Borrower hereby waives demand, notice, presentment, protest, notice of dishonor and other notice of any kind, and assents to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Each Co-Borrower agrees to pay all amounts under this Note without offset, deduction, claim, counterclaim, defense or recoupment, all of which are hereby waived. Notwithstanding anything to the contrary contained herein in the event that all of the capital stock or limited liability interests of a Co-Borrower other than Company are sold to any person or entity with the consent of the Servicer or the Majority Note Holders, then following such sale, such entity shall be deemed to have ceased being a Co-Borrower hereunder and shall have no further liability or obligations with respect to this Note.

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 Co-Borrowers may not assign their 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 Company (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 A