CGSI AEQUITAS UNSECURED BRIDGE NOTE PURCHASE AGREEMENT

THIS CGSI AEQUITAS UNSECURED BRIDGE NOTE PURCHASE AGREEMENT (“Agreement”) is made as of September 29, 2008, by and between Capital Growth Systems, Inc., a Florida corporation (the “Company” or “Borrower”) and Aequitas Catalyst Fund, LLC -Series B (“Lender”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

WHEREAS, reference is hereby made to that certain Securities Purchase Agreement, dated March 11, 2008 (the “March Purchase Agreement”), among the Company and the Holders signatory thereto (or their respective predecessors in interest), pursuant to which the Holders purchased from the Company (or from a predecessor holder of securities from the March Purchase Agreement) securities from an aggregate placement of $19,000,000 in principal amount of Variable Rate Secured Convertible Debentures of the Company (the “March Debentures”) and were issued warrants exercisable for shares of Common Stock (the “March Warrants”).

WHEREAS, Lender intends to fund a $500,000 unsecured loan to the Company (the “Loan”), to be evidenced by the Note which will either: (i) if the Financing Conditions have not been met on or before the Outside Date, automatically convert to a secured loan evidenced by a Variable Rate Secured Convertible Debenture substantially in the form of the March Debenture, but will be an unsecured instrument and subordinate to the March Debentures (such new instrument being the “New Unsecured Debenture”) or (ii) if the Financing Conditions have been met on or prior to the Outside Date, then on the date of the Subsequent Financing, automatically convert into the Subsequent Debenture.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.   Definitions .

(a)   “ Financing Conditions ” shall mean the Company completing a Subsequent Financing of which the Loan becomes a part of less than 10% of the subsequent secured financing.

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

(c)   “ March Security Agreement ” shall mean the Security Agreement entered into by the Company in connection with the March Purchase Agreement.

(d)   “ Note ” shall mean the promissory note issued to Lender pursuant to Section 2 below, the form of which is attached hereto as Exhibit A .

(e)   “ Outside Date ” shall mean October 31, 2008.

(f)   “ Subsequent Debenture ” shall mean a Variable Rate Secured Convertible Debenture issued pursuant to a Subsequent Financing, having a face amount of $500,000 plus any interest accrued on the Note through the date of issuance of the Subsequent Debenture (unless such interest is paid by the Company).

(g)   “ Subsequent Financing ” shall mean the placement by the Company of not less than $7 million in principal amount of Variable Rate Secured Convertible Debentures after the date hereof but prior to the Outside Date pursuant to a Subsequent Securities Purchase Agreement substantially in accordance with the Term Sheet, dated August 6, issued by Midsummer Investment Ltd. to the Company, which was previously provided to Lender.

(h)   “ Subsequent Securities Purchase Agreement ” shall mean the security purchase agreement entered into by the Company and those purchasers of Subsequent Debentures (“Subsequent Purchasers”) pursuant to which Subsequent Purchasers purchase Subsequent Debentures.

(i)   “ Subsequent Security Agreement ” shall mean the Security Agreement entered into by the Company pursuant to a Subsequent Financing

(j)   “ Subsequent Warrants ” shall mean the form of warrant issued to the Subsequent Purchasers in connection with a Subsequent Financing.

2.   Terms. In return for the Loan, the Company shall sell and issue to Lender, upon funding of the Loan, the Note, bearing simple interest at five percent (5%) per annum, which shall not call for any payment prior to the Outside Date, and which shall automatically convert to a Subsequent Debenture or a New Unsecured Debenture no later than the Outside Date.

If a Subsequent Financing has occurred on or before the Outside Date, then immediately upon completion of the Subsequent Financing, the Note shall automatically, without any further action on the part of Lender or the Company, convert into a Subsequent Debenture and shall be replaced by the form of debenture evidencing the Subsequent Debenture. In such a case, Lender hereby agrees to become a party to the Subsequent Securities Purchase Agreement as a Subsequent Purchaser (and execute a counterpart copy thereof as well as such other ancillary documents and agreements to be executed by the other lenders participating as parties to the Subsequent Securities Purchase Agreement), and the Company hereby agrees to grant to Lender a security interest in any collateral listed in the Subsequent Security Agreement and to list Lender as a Secured Party thereto, and to issue to Lender warrants to purchase such number of shares of the Company’s common stock in the form of the Subsequent Warrants issued to the Subsequent Purchasers based upon the pro rata allocation available for lenders funding $500,000 of Subsequent Debentures. Lender acknowledges that notwithstanding anything to the contrary contained herein, the Company shall not be obligated to specifically reserve shares of common stock underlying any debentures or warrants issuable to Lender under the Subsequent Securities Purchase Agreement or the Subsequent Financing until such point in time that the Company is obligated to do so under such agreements, as applicable.

If a Subsequent Financing has not occurred by the Outside Date, then on the day immediately following the Outside Date, the Note shall automatically, without any further action on the part of Lender or the Company, convert into a New Unsecured Debenture, substantially in the form of the March Debenture, as prepared by the Company in its good faith discretion, having a maturity date which shall be 30 days following the maturity date of the March Debentures, and which shall also differ from the March Debentures in the following manners: it shall be an unsecured note, it shall have events of default comparable to those contained in this Agreement, its date shall be the Outside Date, all rights associated with it shall accrue starting on the Outside Date and the Trigger Date (as defined in the March Debentures) shall be October 11, 2008. At the time of issuance of the New Unsecured Debenture, the Company agrees to issue to Lender warrants to purchase 500,000 shares of the Company’s common stock in the form of the March Warrants, subject to Lender’s understanding that the Company’s obligation to reserve shares of Common Stock underlying said warrant shall not come into effect until 180 days following the date of the issuance of the warrant. Lender acknowledges and agrees that: (i) until the issuance of either the Subsequent Debenture or the New Unsecured Debenture, the Lender will not take any action to enforce its loan evidenced by the Note; and (ii) in the event of the issuance of the New Unsecured Debenture, the Lender agrees: (a) stand still in seeking to enforce its rights until its or maturity or it shall enter into such form of intercreditor agreement as may be acceptable between it and the holders of a majority of the outstanding March Debentures; and (b) should the March Debentures either be replaced through a refinancing or subordinated as to priority of payment with another secured lender (any such lenders collectively being the “Replacement Lender”), then in such event, the Lender agrees to standstill as to the enforcement of its rights under the New Unsecured Debenture until such time as it enters into an intercreditor agreement in form and substance satisfactory to the Replacement Lender.

Notwithstanding anything to the contrary contained herein or in the March Purchase Agreement, Lender shall be permitted to hold in excess of 10% of the beneficial ownership of the capital stock of the Company.

3.   Closing . The closing for the purchase of the Note shall take place at the offices of the Company at 12:00 p.m., on the date of execution of this Agreement or such other date mutually agreed to by the parties.

4.   Representations and Warranties of the Company . In connection with the transactions provided for herein, the Company hereby represents and warrants to Lender that: