SECOND AMENDMENT AND WAIVER

THIS SECOND AMENDMENT AND WAIVER, dated as of July 31, 2009 (this “ Second Amendment ”), is entered into by and among (the “ Agreement ”), with respect to the Term Loan and Security Agreement dated as of November 19, 2008, 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 ”), GLOBAL CAPACITY DIRECT, LLC f/k/a VANCO DIRECT USA, LLC (“ GCD ”), 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, GCD and Magenta each individually as a “ Borrower ” and collectively as the “ Borrowers ”), ACF CGS, L.L.C., a Delaware limited liability company (“ Agent ”), as Agent and the lenders party thereto (as amended, modified and/or restated from time to time, the “ Loan Agreement ”; all capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Loan Agreement).

WHEREAS, pursuant to (i) that certain Waiver and Notification dated February 18, 2009, by and among Borrowers and Agent (the “ First Waiver ”), (ii) that certain Waiver and Notification dated April 13, 2009, by and among Borrowers and Agent (the “ Second Waiver ” and, together with the First Waiver, collectively, the “ Waiver Agreements ”), Agent agreed, under certain conditions, to waive certain existing Defaults identified therein; and

WHEREAS, due to the passage of time and failure to occur of certain conditions, the effectiveness of the waivers of the Defaults identified in the Waiver Agreements have expired and such waivers are no longer of any force and effect; and

WHEREAS, Borrowers and Agent executed that certain First Amendment, Waiver, Extension and Consent dated April 23, 2009 (the “ First Amendment ”), which First Amendment and the waivers of Defaults identified therein failed to become effective due to the failure of the Borrowers to meet certain conditions precedent contained therein; and

WHEREAS, as a result of the expiration of the waivers of Defaults contained in the Waiver Agreements and the non-effectiveness of the First Amendment, as well as the occurrence of additional Defaults, Defaults exist under Section 13 of the Loan Agreement as a result of the (i) Borrowers’ noncompliance with the covenants set forth in (v) Item 19(a) of the Addendum (Fixed Charge Coverage Ratio) for the five months ending March 31, 2009, the six months ending April 30, 2009 and the seven months ending May 31, 2009; (w) Item 19(b) of the Addendum (Leverage Ratio) for the five months ending March 31, 2009, the six months ending April 30, 2009 and the seven months ending May 31, 2009; (x) Item 19(c) of the Addendum (Monthly Recurring Circuit Revenue) for the months ending March 31, 2009, April 30, 2009, and May 31, 2009; (y) Item 19(d) of the Addendum (Monthly Recurring Circuit Margin) for the months ending March 31, 2009, April 30, 2009, and May 31, 2009; and (z) Item 19(e) of the Addendum (Cash Balances) as of the end of May 31, 2009, as well as any noncompliance that has occurred or may occur with respect to the covenants referenced in Items 19(a), (b), (c), (d) and (e) above for the month of June of 2009; (ii) failure of the Borrowers to deliver annual financial statements required under Section 9(a) of the Loan Agreement by April 15, 2009 or failure to timely deliver any of the other reports required under Section 9 of the Loan Agreement through the date hereof, (iii) failure of Parent to increase its authorized shares by 12,000,000 on or before the 75th day following the Agreement Date; (iv) the failure of Parent to deliver a landlord waiver (the “ Landlord Waiver ”), in form and substance reasonably satisfactory to Agent, duly executed by Vanco US, LLC, Orbitz, LLC (the “ Sublessor ”), Neustar, Inc. and 200 South Wacker Property, LLC, as applicable; (v) failure of Parent to deliver prompt notification of all settlements of accounts receivable as required under Section 7(a) of the Loan Agreement; (vi) failure of the Parent to remain current with respect to its periodic filings as required under the Securities & Exchange Act (Form 10-K for year ended December 31, 2008 and Form 10-Q for 3 months ended March 31, 2009 and June 30, 2009) or to maintain its continued eligibility for trading of stock on the Over the Counter Bulletin Board, as required under Lender’s form of warrant; (vii) any default by any of Borrowers with respect to any of the Debenture Documents, including but not limited to failure to meet any of the “Equity Conditions,” as those terms are defined in the Debenture Documents, failure to maintain eligibility for resale of shares of Parent under Rule 144, failure to effect the items referenced in subparagraph (vi) immediately above, failure to hold a shareholder meeting for the authorization of an increase in Parent’s authorized common stock and failure to maintain minimum trading volumes in the trading of Parent’s common stock; and (viii) failure of Borrowers to timely pay or have the ability to pay all or any of their accounts payable when due (collectively, the “ Specified Defaults ”); and

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

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 defined term “Annualized EBITDA” set forth in Section 1 of the loan Agreement is hereby deleted in its entirety.

(b)         Each of the following definitions: “Applicable Margin”, “Applicable Rate”, “BT Receivable Payment”, “Debenture Intercreditor Agreement”, “Debenture Purchase Agreements”, and “EBITDA” set forth in Section 1 of the Loan Agreement are hereby amended to recite respectively as follows:

““ Applicable Margin ” means 14%.”

““ Applicable Rate ” means the rate of interest to be paid on the unpaid principal amount of the Term Note from and after the Agreement Date being a rate per annum equal to the sum of (i) the Prime Rate, plus (ii) the Applicable Margin, of which the Basic Interest amount shall be paid in cash, and the amount in excess of the Basic Interest shall be capitalized, compounded monthly and added to the unpaid principal amount of the Term Note (whereupon from and after such date such additional amounts shall also accrue interest) (such excess above the Basic Interest component to be paid in cash being “PIK Interest”).”

““ 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 further including, without limitation, all rights of the Borrowers in any judgment or award obtained in connection with litigation relative to the BT Receivable.”

““ Debenture Intercreditor Agreement ” means each of: (i) that certain Debt Subordination and Intercreditor Agreement dated on or about the Agreement Date among Agent, for the benefit of the Agent and the Lenders, and the Debenture Purchasers party thereto, (ii) the July Purchasers Intercreditor Agreement, and (iii) the VPP Purchasers Intercreditor Agreement.”

““ Debenture Purchase Agreements ” mean each of: (i) that certain Securities Purchase Agreement, dated March 11, 2008, among the Parent and the Debenture Purchasers party thererto;  (ii) that certain Note Purchase Agreement dated as of September 25, 2008, between Parent and Aequitas Catalyst Fund, LLC –Series B; (iii) that certain Securities Purchase Agreement dated on or about the Agreement Date among Parent and the Debenture Purchasers party thereto; (iv) the Interest Purchase Agreement to the extent the same provides for the issuance of a debenture to the Administrator in the original principal amount of $4,000,000; (v) the July Subordinated Debenture Agreement; and (vi) the VPP Subordinated Debenture Agreement, including any amendments, modifications, restatements or supplements from time to time with respect to clauses (i) through (vi) above.”

““ EBITDA ” means for Borrowers on a consolidated basis, net income (excluding non-recurring gains and extraordinary gains) before provision for (a) interest expense, (b) taxes, (c) depreciation, (d) amortization, (e) financing and transaction fees relating to the initial closing of this Agreement and the Acquisition, (f) non-recurring expenses and transaction fees related to restructuring approved by Agent in its sole discretion (including, but not limited to lease termination payments and employment termination costs) not to exceed $75,000 in the aggregate,  determined in accordance with GAAP, and excluding, in any event, any non-cash impact on income or loss from application of variable accounting rules or requirements, and any expenses associated with original issue discounts and Stock based compensation.”

(c)           Each of the following definitions of “Basic Interest”, “July Debenture Purchasers”, “July Purchasers Intercreditor Agreement”, “July Subordinated Debenture Agreement”, “Second Amendment Date”, “VPP Purchasers”, ”VPP Purchasers Intercreditor Agreement”, “VPP Subordinated Debenture Purchase Agreement”, and “Vendor Payment Plan Budget” is hereby added to Section 1 of the Loan Agreement in the correct alphabetical order:

““ Basic Interest ” means the component of the Applicable Rate hereunder comprised of the Prime Rate plus 9%; this is the component of interest of the Term Loan which is payable monthly, in cash.”

““ July Debenture Purchasers ” means the Purchasers under and as defined in the July Subordinated Purchase Agreement and any successor holders of Debenture Indebtedness permitted under the July Purchasers Intercreditor Agreement.”

““ July Purchasers Intercreditor Agreement ” means that certain Debt Subordination and Intercreditor Agreement dated on or about July __, 2009, among Agent, for the benefit of the Agent and the Lenders, and the July Debenture Purchasers party thereto, including any amendments, modifications, restatements or supplements from time to time with respect thereto.”

“ July Subordinated Debenture Agreement ” means that certain Securities Purchase Agreement dated on or about July __, 2009, among the Parent and the July Debenture Purchasers party thereto, including any amendments, modifications, restatements or supplements from time to time.”

“ Second Amendment Date ” means July [__], 2009.

““ VPP Debenture Purchasers ” means the Purchasers under and as defined in the VPP Subordinated Purchase Agreement and any successor holders of Debenture Indebtedness permitted under the VPP Purchasers Intercreditor Agreement.”

““ VPP Purchasers Intercreditor Agreement ” means that certain Debt Subordination and Intercreditor Agreement dated on or about July __, 2009 among Agent, for the benefit of the Agent and the Lenders, and the VPP Debenture Purchasers party thereto, including any amendments, modifications, restatements or supplements from time to time with respect thereto.”

“ VPP Subordinated Debenture Agreement ” means that certain Securities Purchase Agreement dated on or about July __, 2009 among the Parent and the VPP Debenture Purchasers party thereto, including any amendments, modifications, restatements or supplements from time to time.”

““ Vendor Payment Plan Budget ” means that certain proposed vendor payment plan attached hereto as Exhibit F describing payments to be made to certain of Borrower’s vendors between July 23, 2009 and September 18, 2009, as updated from time to time pursuant to Section 9(i)(ii).”

(d)            Section 2(c)(iv) of the Loan Agreement is hereby amended by deleting the figure “sixty-six percent (66%)” and substituting therefor “seventy-five percent (75%)”.

(e)            Section 2(c)(v) of the Loan Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“(v)       Within ten (10) days following delivery to Agent and the Lenders of Borrowers’ monthly financial statements pursuant to Section 9(a) for each fiscal quarter end (commencing with the delivery to Agent and Lenders of the financial statements for the fiscal quarter end December 31, 2009) or, if such financial statements are not delivered to Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 9(a) , ten (10) days after the date such statements are required to be delivered to Agent and the Lenders pursuant to Section 9(a) , Borrowers shall prepay the outstanding principal amount of the Obligations in an amount equal to 50% of the Excess Cash Flow of the Borrowers for such fiscal quarter.  If the information in the Borrowers’ audited financial statements delivered pursuant to Section 9(a) for such immediately preceding fiscal quarter proves to be incorrect such that the Borrowers have overpaid the Excess Cash Flow payment referred to herein, then the Agent shall credit such overpayment to any interest then due and payable, if any, or the Borrowers’ next scheduled payment of interest if no interest is then due and payable.  If the information in the Borrowers’ audited financial statements delivered pursuant to Section 9(a) for such fiscal quarter end proves to be incorrect such that the Borrowers have underpaid the Excess Cash Flow payment referred to herein, then the amount of such underpayment shall be immediately due and payable in cash to the Agent for application to any outst