SECURED TERM LOAN PROMISSORY NOTE

FOR VALUE RECEIVED , the undersigned, CAPITAL GROWTH SYSTEMS, INC., a Florida corporation (“ Parent ”), GLOBAL CAPACITY GROUP, INC., a Texas corporation (“ GCG ”), CENTREPATH, INC., a Delaware corporation (“ Centrepath ”), 20/20 TECHNOLOGIES, INC., a Delaware corporation (“ 20/20 Inc. ”), 20/20 TECHNOLOGIES I, LLC, a Delaware limited liability company (“ 20/20 LLC ”), NEXVU TECHNOLOGIES, LLC, a Delaware limited liability company (“ Nexvu ”), FNS 2007, INC., a Delaware corporation (“ FNS ”), MAGENTA NETLOGIC LIMITED, a company incorporated under the laws of England and Wales (“ Magenta ”), CAPITAL GROWTH ACQUISITION, INC., a Delaware corporation (“ CG Acquisition ”), VANCO DIRECT USA, LLC, t/b/k/a GLOBAL CAPACITY DIRECT, LLC, a Delaware limited liability company (“ Vanco ”; Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, FNS, Magenta, CG Acquisition and Vanco are referred to herein collectively as the “ Borrowers ”), jointly and severally promise to pay to the order of ACF CGS, L.L.C., a Delaware limited liability company as administrative agent (the “ Agent ”), at the office of the Agent located at 570 Lexington Avenue, 40 ^th Floor New York, NY 10022 or such other office as the holder hereof may from time to time designate in writing, in lawful money of the United States of America and in immediate available funds, the principal amount of Eight Million Five Hundred Thousand Dollars ($8,500,000) , together with interest from and after the date hereof on the unpaid principal balance outstanding at a variable rate per annum as set forth in the Term Loan and Security Agreement dated as of even date herewith, between Agent, Borrowers and Lender and the other lenders from time to time party thereto (as amended from time to time, the “ Term Loan Agreement ”).

This Secured Term Loan Promissory Note (the “ Note ”) is issued pursuant to the Term Loan Agreement and is entitled to all of the benefits and security of the Term Loan Agreement. All of the terms, covenants and conditions of the Term Loan Agreement and the Loan Documents (as defined in the Term Loan Agreement) are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Term Loan Agreement.

The rate of interest in effect hereunder shall be calculated with reference to the Section 3 , in the Term Loan Agreement. The interest due hereunder shall be computed in the manner provided in the Term Loan Agreement.

The principal and accrued interest on this Note shall be due and payable on the dates and in the manner set forth in the Te