CONSENT, WAIVER, AMENDMENT AND EXCHANGE AGREEMENT

THIS CONSENT, WAIVER, AMENDMENT AND EXCHANGE AGREEMENT (the “ Agreement ”) , dated as of November ___, 2008, is entered into by and among Capital Growth Systems, Inc., a Florida corporation (the “ Company ”), and the persons identified as “Holders” on the signature pages hereto (the “ Holders ”). Defined terms not otherwise defined herein shall have the meanings set forth in the March Purchase Agreement (as defined below).

WHEREAS, pursuant to a   Securities Purchase Agreement, dated March 11, 2008 (the “ March Purchase Agreement ”), among the Company and the Holders, the Holders purchased from the Company an aggregate 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 , pursuant to a Securities Purchase Agreement of even date herewith in the form attached as Exhibit A hereto (the “ New Purchase Agreement ”) among the Company and the purchasers identified on the signature pages thereto (collectively, the “ New Investors ”), the New Investors will be purchasing $14,891,250 in aggregate principal amount of Original Issue Discount Secured Convertible Debentures due, subject to the terms therein, due in 364 days and subject to automatic extension upon the final closing of the Company’s acquisition of beneficial ownership of Vanco Direct USA, LLC (“ VDUL ,” with the final closing being the “ Final Closing ”) to seven years from their issuance date (the “ New Debentures ” together with warrants to purchase shares of Common Stock (the offer and sale of such New Debentures and warrants pursuant to the New Purchase Agreement are hereafter referred to as the “ New Financing ”); and

WHEREAS , pursuant to a Loan and Security Agreement by and among the Company and its Subsidiaries and ACF CGS, L.L.C. as Agent for itself and/or other lenders (the “ Archer Agreement ”) of even date herewith in the form attached as Exhibit B hereto among the Company and the investor identified on the signature pages thereto (“ Archer ”), Archer will be lending the Company $8,500,000 pursuant to a secured promissory note due 364 days from issuance but subject to automatic extension as of the Final Closing to 24 months following its issuance (“ Archer Note ”) (the issuance of the Archer Note pursuant to the Archer Agreement is hereafter referred to as the “ Archer Financing ”);

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Holder hereby agrees as follows:

1.   Waivers . Subject to the terms and conditions hereunder, each Holder hereby waives compliance with the Company’s obligation to provide, and the Holder’s right to receive, notice of the New Financing in accordance with the time frames set forth in Section 4.12(b) of the March Purchase Agreement (it being understood that the waiver in this sentence shall in no way limit a Holder’s right to participate in such New Financing as set forth in Section 4.12 of the March Purchase Agreement), and each Holder hereby waives its right under Section 4.12 of the March Purchase Agreement to participate in the Archer Financing. In addition, subject to the terms and conditions hereunder, each Holder hereby waives the restrictions set forth in Sections 4.13(a) of the March Purchase Agreement and Sections 7(a) and 7(b) of the March Debentures with respect to the New Financing and agrees that such restrictions shall not apply to the issuance of the New Debentures pursuant to the New Financing. Further, subject to the terms and conditions hereunder, each Holder hereby waives the restrictions set forth in Sections 7(a) and 7(b) of the March Debentures with respect to the Archer Financing and agrees that such restrictions shall not apply to the issuance of the Archer Note pursuant to the Archer Financing. In addition, subject to the terms and conditions hereunder, each Holder hereby waives the restrictions set forth in Section 7(a) of the March Debentures with respect to the issuance of the Administrator Debenture (as defined in the New Purchase Agreement). Lastly, subject to the terms hereunder, each Holder hereby waives the restrictions set forth in Section 4.13(a) of the March Purchase Agreement with respect to (i) the issuance of 2,000,000 shares of Common Stock and warrants to purchase 15,000,000 shares of Common Stock to Salzwedel Financial Communications, Inc., (ii) warrants to purchase 1,500,000 shares of Common Stock to Aequitas Capital Management, Inc. and (iii) warrants to the placement agent for the New Financing to purchase that number of shares that would be purchasable with 7% of the cash investments (or cash equivalent value) from the New Financing, each as descried on the Disclosure Schedules to the New Purchase Agreement.

(i)   The Company hereby agrees to issue each Holder other than Hudson Bay Overseas Fund, Ltd. (“ HBOF ”) and Hudson Bay Fund, L.P. (“ HBF ”, and together with HBOF, collectively, “Hudson Bay”), in exchange for such purchaser’s March Debenture, an amended and restated debenture, in the form of Exhibit C attached hereto (the “ Amended and Restated March Debenture(s) ”) with a principal amount equal to the principal amount of such Holder’s current March Debenture multiplied by 1.77 minus any interest paid thereon through the date hereof. The individual principal amounts of the Amended and Restated March Debentures are as set forth on Schedule A attached hereto. Other than as amended thereunder, the rights and obligations of the Holders and of the Company with respect to the Amended and Restated March Debentures shall be identical in all respects to the rights and obligations of the Holders and of the Company with respect to the March Debentures and the Underlying Shares issued and issuable pursuant to the Purchase Agreement, subject to the understanding that the Company shall have the right to effect the Amendment within 75 days following the date of New Purchase Agreement, to the extent that it presently has not reserved sufficient authorized Common Stock underlying the Amended and Restated March Debentures due to the reset in the conversion price for the Amended and Restated March Debentures to $0.24 per share. For clarity, the March Purchase Agreement and all Transaction Documents thereunder are hereby amended so that the term “Debentures” includes the Amended and Restated March Debentures and the term “Underlying Shares” includes the shares of Common Stock issuable upon conversion and redemption thereof, and the term “Transaction Documents” shall be amended to include this Agreement. The Amended and Restated March Debentures are being issued in substitution for and not in satisfaction of the March Debentures, provided, however, the Holder acknowledges and agrees that upon the issuance and acceptance of the certificate evidencing its Amended and Restated March Debenture issued pursuant to this Section, the original certificate evidencing its March Debenture will be deemed cancelled .

(ii)   With respect to Hudson Bay, the Company agrees to issue, and Hudson Bay agrees to accept, in exchange for Hudson Bays’ respective Debentures and in full satisfaction of any legal fee reimbursement owing to Hudson Bay and all liquidated damages due and which may become due under the Registration Rights Agreement, the amended and restated debentures in the form attached as Exhibit C-2 attached hereto (the “ Hudson Bay Amended and Restated March Debentures ” ), having principal amounts set forth on Schedule A attached hereto, which shall also be deemed to constitute Amended and Restated March Debentures for all purposes hereof, but shall have the differing economic rights as set forth below in Section 2(a)(iii). For clarity, the term “Debentures” in all of the Transaction Documents shall mean both the Amended and Restated March Debentures and the Hudson Bay Amended and Restated March Debentures. All of the Holders hereby consent to the amendments to the Debentures set forth on the Amended and Restated Debentures attached hereto as Exhibits C-1 and C-2, respectively. The Hudson Bay Amended and Restated Debentures are being issued in substitution for and not in satisfaction of Hudson Bay’s March Debentures, provided, however, Hudson Bay acknowledges and agrees that upon the issuance and acceptance of the certificate evidencing the Hudson Bay Amended and Restated Debentures issued pursuant to this Section, the original certificate evidencing its March Debenture will be deemed cancelled .

(iii)  Interest. All interest with respect to the Hudson Bay Amended and Restated March Debentures (including any future make whole payments that may be due thereunder) shall be satisfied in full with the payment of a cash sum equal to the sum of $915,202.59 (allocated pro rata among HBOF and HBO based upon the respective outstanding principal amounts of their respective March Debentures immediately preceding the date hereof), which sum reflects the remaining unpaid interest and make whole amount of the March Debentures, after giving effect to all prior payments of interest or make whole payments by the Company, and all liquidated damages due and which may become due under the Registration Rights Agreement (including for failure of the Company to register the shares of Common Stock underlying the Hudson Bay Amended and Restated March Debentures and the warrants issued to them under the March Purchase Agreement, but excluding any liquidated damages which may become due pursuant to Section 4 hereunder) shall be satisfied with the issuance of the Hudson Bay Amended and Restated March Debentures.

(b)   Amendments to the March Purchase Agreement .

(i)   The term “Exempt Issuance” in the March Purchase Agreement is hereby amended to add the following: shares of Common Stock issued and issuable with respect to the redemption of the Amended and Restated March Debentures, the Hudson Bay Amended and Restated March Debentures and the New Debentures or payment of any liquidated damages with respect to the Amended and Restated March Debentures, the Hudson Bay Amended and Restated March Debentures and the New Debentures, the New Purchase Agreement and the warrants issued pursuant to the New Purchase Agreement in each case pursuant to the terms thereof as in effect on the date of the New Purchase Agreement.

(ii)   The following is added as new Section 4.18 of the March Purchase Agreement:

“Notwithstanding anything to the contrary contained herein or in any Transaction Document, if at any time prior to the Senior Creditor Repayment (as defined in that certain subordination agreement among the Company, its Subsidiaries, the Purchasers, and ACF CGS, LLC and the other investors signatory thereto) the Company is prohibited from paying, and the Purchasers are prohibited from receiving, cash payments of liquidated damages pursuant to any Transaction Document, at the option of each Purchaser on written notice to the Company, such amounts otherwise payable in cash under such Transaction Documents shall either accrue, or be payable in the form of shares of Common Stock. The price at which shares of Common Stock issuable in lieu of the cash payment of liquidated damages under the Transaction Documents shall be equal to the least of (x) 90% of the average of the 10 consecutive VWAPs immediately prior to the date such liquidated damages become due, (y) 90% of the average of the 10 consecutive VWAPs immediately prior to the date such shares are actually issued, and (z) the then applicable Conversion Price.

(c)   Consent to Certain Prior Acts . To the extent not previously executed and delivered, each Holder agrees to execute the waivers attached hereto as Exhibits D-1 and D-2   with respect to (i) $500,000 bridge loan transaction with Aequitas Catalyst Fund, LLC and (ii) the restatement of the Company’s financial statements as evidenced by its 2008 Form 8-K filing made prior to the date hereof.

(d)   Removal of Subordination Legend. Following the Senior Creditor Repayment (as defined in the Archer Intercreditor Agreement), within 3 Business Days of a written request from any Holder, the Company hereby agrees to issue such Holder a replacement Amended and Restated March Debenture, without the restrictive legend referencing the Archer Intercreditor Agreement, and otherwise in the same form of such Holder’s Amended and Restated March Debenture.

(e)   Certain Permitted Payments under the Archer Intercreditor Agreement . In connection with “Permitted Payments” (as defined in the Archer Intercreditor Agreement) pursuant to Section 2(c)(iv) thereunder, no less than ten (10) days prior to the due date of the applicable Quarterly Redemption Amounts (as defined in the Amended and Restated March Debentures) as described in such Section, the Company agrees to deliver each Holder a written certification of compliance with the financial covenants under the Archer Loan Agreement for the month prior to the date such Quartlery Redemption Amount is due, and, if requested in writing by a Holder and subject to Section 4.8 of the March Purchase Agreement, calculations in reasonable detail