FIRST AMENDMENT, WAIVER, EXTENSION AND CONSENT

THIS FIRST AMENDMENT, WAIVER, EXTENSION AND CONSENT, dated as of April __, 2009 (this “ Amendment ”), is entered into by and among CAPITAL GROWTH SYSTEMS, INC. , d/b/a Global Capacity, 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 ”), CAPITAL GROWTH ACQUISITION, INC. , a Delaware corporation (“ CG Acquisition ”), FNS 2007, INC. , a Delaware corporation (“ FNS ”), VANCO DIRECT USA, LLC , a Delaware limited liability company to be known as GLOBAL CAPACITY DIRECT, LLC (“ VDUL ”), and MAGENTA NETLOGIC LIMITED , a company incorporated under the laws of England and Wales (“ Magenta ”; Parent, GCG, Centrepath, 20/20 Inc., 20/20 LLC, Nexvu, CG Acquisition, FNS, VDUL and Magenta are each referred to herein individually as a “ Borrower ” and collectively as the “ Borrowers ”), in favor of ACF CGS, L.L.C. , a Delaware limited liability company (“ Agent ”), as administrative agent under that certain Term Loan and Security Agreement dated as of November 19, 2008, by and among the Borrowers, the Agent and the lenders party thereto (as amended, modified and/or restated from time to time, the “ Loan Agreement ”) .

WHEREAS, the Borrowers have requested that the Agent amend certain terms and conditions of the Loan Agreement; and

WHEREAS, the office space occupied by VDUL at 200 South Wacker Drive, Suite 1650, Chicago, Illinois 60606 (the “ South Wacker Premises ”) is subleased (the “ Sublease ”) by VDUL from Orbitz, LLC (the “ Sublessor ”); and the consummation of the Final Closing and completion of the Acquisition could constitute a “change in control” of VDUL under and as used in the Sublease requiring the consent of the Sublessor; and

WHEREAS, the Sublessor has advised that it will consent to either: (i) the change in control which may occur upon the consummation of the Final Closing based upon the posting of a letter of credit by VDUL having terms comparable to the letter of credit that was provided by the prior parent of VDUL, or (ii) the assignment (the “ Assignment ”) of the Sublease by VDUL to Vanco US, LLC, subject to a guarantee of the Sublease by Reliance Globalcom, with a subsequent sublease of a portion of the Sublease premises by VDUL from Vanco US, LLC; and

WHEREAS, the Borrowers have failed to deliver annual financial statements required under Section 9(a) of the Loan Agreement by April 15, 2009, which failure caused a Default under the Loan Agreement (the “ Section 9(a) Default ”); and

WHEREAS, pursuant to that certain Waiver and Notification dated February 18, 2009, by and among Borrowers and Agent (the “ First Waiver ”), the Agent agreed to waive any Default caused by the failure of the Parent to increase its authorized shares by 12,000,000 on or before the 75 ^th day following the Agreement Date; provided , however , Agent’s agreement to waive such Default would continue until the earliest of (i) the 175 ^th day following the Agreement Date, (ii) the date the Parent takes the necessary corporate action to increase its authorized shares by 12,000,000, and (iii) the occurrence of any Default under the Loan Agreement; and

WHEREAS, pursuant to that certain Waiver and Notification dated April 13, 2009, by and among Borrowers and Agent (the “ Second Waiver ”), the Agent agreed to waive (A) any Default caused by VDUL effecting the change in control of VDUL (by closing of the Acquisition) prior to Borrowers obtaining  the consent of the Sublessor to the change of control or the Assignment; provided , however , Agent’s agreement to waive such condition would continue until the earlier of (i) April 30, 2009, and (ii) the occurrence of any other Default under the Loan Agreement; and (B) any Default caused by the failure of Parent to deliver a landlord waiver, in form and substance reasonably satisfactory to Agent, duly executed by Vanco US, LLC, Orbitz, LLC Sublessor, Neustar, Inc. and 200 South Wacker Property, LLC, as applicable (the “ Landlord Waiver ”); provided , however , Agent’s agreement to waive such notification requirement would continue until the earlier of (i) the date the Parent delivers the Landlord Waiver, (ii) April 30, 2009, and (ii) the occurrence of any Default under the Loan Agreement; and

WHEREAS, the occurrence of the Section 9(a) Default reinstated those certain Defaults previously waived under the First Waiver and Second Waiver; and

WHEREAS, the Borrowers have requested that Agent and the Required Lenders agree to waive (i) the Section 9(a) Default; (ii) the Default caused by the failure of the Parent to increase its authorized shares by 12,000,000 on or before the 75th day following the Agreement Date; (iii) any Default which could be caused directly or indirectly by VDUL effecting the change in control of VDUL (by closing of the Acquisition) prior to Borrowers obtaining  the consent of the Sublessor to the change of control or the Assignment, and (iv) the Default caused by the failure of Parent to deliver the Landlord Waiver (collectively, the “ Designated Defaults ”), and subject to satisfaction of certain conditions, Agent and Required Lenders are willing to do so; and

WHEREAS, the required number of Debenture Purchasers wish to amend the Debenture Purchase Agreements and certain Debenture Documents, which action requires Agent’s prior written consent pursuant to Section 8(i) of the Loan Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants set forth herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1.            Existing Definitions .  All capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Loan Agreement.

2.            Amendments .

(a)          The definition of “BT Receivable Payment” contained in Section 1 of the Loan Agreement is hereby amended by deleting the existing definition in its entirety and replacing it with the following:

““ BT Receivable Payment ” means any cash received by a Borrower with respect to the BT Receivable, including but not limited to any cash, proceeds or other amount received in connection with any litigation or settlement with respect to the BT Receivable, and furth