CAPITAL GROWTH SYSTEMS INC /FL/
CREDIT WAIVER AND CONSENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c88300exv10w1.txt
<DESCRIPTION>CREDIT WAIVER AND CONSENT AGREEMENT
<TEXT>
<PAGE>


                                                                    EXHIBIT 10.1


                      CREDITOR WAIVER AND CONSENT AGREEMENT


         AGREEMENT made this 6th day of August, 2004 by and among FRONTRUNNER
NETWORK SYSTEMS CORP. ("Company"), CAPITAL GROWTH SYSTEMS, Inc. a Florida
corporation ("CGSI"), and the person or entity named on the signature line below
as "Creditor."

                                    RECITALS:

         A. Creditor has provided funds and/or services to Company in one or
more increments, and is a creditor and/or stockholder of Company.

         B. Company concurrently herewith is entering into an Agreement and Plan
of Merger in the form attached hereto as Exhibit A ("Merger Agreement") with
CGSI and Frontrunner Acquisition Inc. ("Acquisition").

         C. CGSI has filed the following documents with the Securities and
Exchange Commission ("SEC"), which have been made available for review by
Creditor: (i) registration statement to register shares of certain selling
shareholders of common stock and of the shares of common stock underlying
warrants issued by CGSI; (ii) Form 10-K for the year ended December 31, 2003;
(iii) Form 10-Q for the quarter ended March 31, 2004; and (iv) proxy statement
in connection with 2004 annual meeting, which meeting has been adjourned pending
provision of certain supplemental disclosures to the proxy statement.

         D. Creditor is desirous of entering into this Agreement in order to
induce CGSI to close the merger contemplated by the Merger Agreement (the
"Merger"), which will benefit Creditor due to the issuance of shares called for
hereunder either directly to Creditor or to an entity or person affiliated with
Creditor.

         E. Concurrently herewith, other similarly situated creditors referenced
on Exhibit B (collectively, the "Creditors") are entering agreements similar to
this form of Agreement, calling for the issuance of an aggregate of 1,000,000
shares of CGSI Common Stock. The percentage of said 1,000,000 shares to be
issued to Creditor on the closing of this Agreement constitutes Creditor's "Pro
Rata Share."

         F. Creditor is desirous of appointing Frontrunner Representative, Inc.,
a corporation controlled by Philip B. Kenny ("Representative") to act as agent
on behalf of Creditor for resolution of any disputes between CGSI on the one
hand and Company or Creditor on the other hand with respect to the subject
matter of Section 3 below. Losses or liability that CGSI incurs as a result of a
breach or an inaccuracy of any of the representations or warranties made by
Company to CGSI pursuant to the Merger Agreement shall constitute the "Merger
Agreement Losses."

         NOW THEREFORE, in consideration of the premises and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

         1. Recitals. The recitals set forth above are incorporated by reference
herein and made a part hereof as if fully rewritten.

<PAGE>


         2. Agreement. Creditor represents and warrants that as of the date of
this Agreement: (i) the principal amount of funds provided to or for the benefit
of the Company and for which capital stock of the Company has not been issued to
Creditor (inclusive of all interest and other applicable charges thereon) equals
the amount set forth opposite his or its name in the first two columns of
Exhibit B; the aforesaid amount allocable to Creditor plus such other sums owing
to Creditor from Company for current obligations or for claims accrued or
potentially accruing through the "Closing Date" (as defined below) are
collectively referred to as the "Total Indebtedness" owing to Creditor; (ii) the
number of shares of Company's common stock and preferred stock set forth
opposite his or its name in the fourth, fifth and sixth columns on Exhibit B
constitute all of the shares of Company capital stock owned (or to which
Creditor has rights to ownership) by Creditor (collectively, the "Creditor
Company Shares"), and (iii) there are no monies owing the Creditor or Creditor's
affiliates, directly or indirectly, from Company other than the Total
Indebtedness. Creditor agrees to:

                  (a) vote all Creditor Company Shares to approve the Merger
         Agreement substantially in the form of Exhibit A and all of the
         transactions contemplated thereby, including the Merger;

                  (b) sign such shareholder written consents and/or proxies as
         the Company may request from time to time approve the Merger and Merger
         Agreement;

                  (c) not sell, pledge, grant any rights in, transfer or
         encumber in any manner any of the Creditor Shares prior to November 30,
         2004;

                  (d) effective as of the effective date of the Merger (the
         "Closing Date"), the Total Indebtedness owing to Creditor shall be
         deemed excused and satisfied in full in exchange for that number of
         shares of CGSI Common Stock (the "Creditor CGSI Shares") allocable to
         Creditor for the Total Indebtedness. Creditor effective as of the
         Closing Date shall release the Company from any and all claims of
         Creditor outstanding as of such date, known or unknown; and

                  (e) to take such other actions reasonably necessary to effect
         the closing of the Merger.

         CGSI agrees to issue one day prior to the scheduled Closing Date the
number of Creditor CGSI Shares to Creditor shown on Exhibit B, subject to the
escrow holdback set forth in Section 3 below. Notwithstanding anything to the
contrary contained herein, if the Merger is not effected by November 30, 2004
through no fault of Creditor, Creditor shall reconvey the Creditor CGSI Shares
to CGSI and Company shall reinstate the Total Indebtedness to Creditor.

         3. Indemnification.


                  (a) Scope. Creditor agrees to indemnify and hold harmless CGSI
         from and against Creditor's Pro Rata Share of any Merger Agreement
         Losses incurred by CGSI, provided that this indemnity shall be limited
         to and satisfied solely from the Creditor CGSI Shares held in escrow.
         CGSI's Merger Agreement Losses shall be deemed to include any legal
         fees, costs and expenses CGSI may incur in seeking enforcement of its
         indemnification rights hereunder. CGSI shall have the right to seek
         indemnification for


                                       2
<PAGE>


         Merger Agreement Losses as provided herein notwithstanding that the
         Merger Agreement provides that the representations and warranties set
         forth therein terminate as of the Closing Date. Accordingly, for
         purposes of indemnification under this Agreement, the representations
         and warranties of the Company set forth in the Merger Agreement shall
         survive for a period of twelve months.

                  (b) Period. The indemnification provided for herein shall
         terminate twelve months after the Closing Date, except that the
         indemnification shall continue as to any loss or expense of which CGSI
         has notified the Escrow Agent in accordance with this Section 3 on or
         prior to the date such indemnification would otherwise terminate in
         accordance with this Section 3, as to which CGSI's right to be
         indemnified hereunder shall continue until CGSI has been reimbursed the
         full amount of such loss and expense in accordance with this Section 3.

                  (c) Shareholder Representative. Frontrunner Representative,
         Inc. (the "Representative") is hereby appointed the shareholder
         representative, to act as the true and lawful attorney(s) in fact, and,
         as such, to act, as the Creditor's agent (with full power of
         substitution), to take such action on Creditor's behalf with respect to
         all matters relating to indemnification claims made pursuant to Section
         3 hereof and the terms of an escrow agreement, in the form attached
         hereto as Exhibit C (the "Escrow Agreement"). The Escrow Agreement
         shall provide that the Representative shall act as Escrow Agent for a
         stock certificate representing fifteen percent (15%) of the Shares
         issuable to Creditor on the Closing Date (the "Escrow Shares"). All
         such determinations, agreements, settlements and compromises made by
         the Representative shall be binding on Creditor. The Company shall be
         entitled to conclusively rely on the instructions, decisions and acts
         of the Representative required, permitted or contemplated to be taken
         by the Representative hereunder or under the Escrow Agreement, and the
         Company is relieved from any liability to any person for any acts done
         by them in accordance with any instructions, decisions or acts of the
         Representative. The Company shall be entitled to treat as genuine, and
         as the document it purports to be, any letter, paper or other document
         furnished to it by or on behalf of the Representative, and reasonably
         believed by the Company to be genuine and to have been signed and
         presented by the proper party or parties.

                  (d) Notice of Claims.


                      (i) If CGSI seeks indemnification hereunder it shall
                  give the Representative on behalf of the Creditor (the
                  "Indemnitor") a notice (a "Claim Notice") describing in
                  reasonable detail the facts giving rise to any claim for
                  indemnification hereunder and shall include in such Claim
                  Notice (if then known) the amount or the method of computation
                  of the amount of such claim, and a reference to the provision
                  of this Agreement or any agreement, document or instrument
                  executed pursuant hereto or in connection herewith upon which
                  such claim is based; provided, that a Claim Notice in respect
                  of any action at law or suit in equity by or against a third
                  person as to which indemnification will be sought shall be
                  given promptly after the action or suit is commenced; provided
                  further that failure to give such notice shall not relieve the
                  Indemnitor of its

                                       3
<PAGE>


                  obligations hereunder except to the extent it shall have been
                  prejudiced by such failure.

                      (ii) After the giving of any Claim Notice pursuant
                  hereto, the amount of indemnification to which CGSI shall be
                  entitled shall be determined: (A) by the written agreement
                  between the Representative and CGSI; or (B) by a final
                  judgment or decree of any court of competent jurisdiction. The
                  judgment or decree of a court shall be deemed final when the
                  time for appeal, if any, shall have expired and no appeal
                  shall have been taken or when all appeals taken shall have
                  been finally determined.

                      (iii) If CGSI is entitled to indemnification hereunder,
                  and the amount of indemnification to which CGSI is
                  entitled has been determined as provided for this Section 3,
                  CGSI shall satisfy such claim from the Escrow Shares in
                  accordance with the terms of the Escrow Agreement. For
                  purposes of this Indemnification Agreement , an Escrow Share
                  shall have a value of $1.35.

                  (e) Direct Representations and Warranties. In addition to
         CGSI's rights to indemnification per Section 3(a) above, it shall be
         entitled to seek damages at law directly from a Creditor with respect
         to any breach of any direct representation or warranty or agreement
         made by Creditor to CGSI hereunder; provided, however, in no event
         shall Creditor's aggregate liability under this Agreement exceed the
         value of the total number CGSI Shares received by Creditor pursuant to
         this Agreement (including Creditor's portion of the Escrowed Shares).
         Any such action shall be directly between CGSI and Creditor and shall
         not involve Representative. Creditor shall have the right to satisfy
         any liability hereunder by conveying its CGSI Shares back to CGSI.

                  4. Confidentiality. Creditor agrees to maintain any financial
information regarding CGSI which is not generally publicly available in strict
confidence pending such information becoming generally publicly available
through no fault of Creditor.

                  5. Creditor Representations. Creditor makes the following
representations, warranties, covenants and acknowledgments to CGSI and the
Company with respect to this Agreement and the Creditor CGSI Shares if any
subject hereto:

                  (a) Authorization. Creditor has full legal right, power,
         capacity and authority to execute and deliver this Agreement and the
         instruments contemplated hereby and perform his or its obligations
         hereunder. This Agreement has been duly executed and delivered by the
         Creditor and this Agreement is the legal and binding obligation of the
         Creditor, enforceable in accordance with its terms.

                  (b) Title to Creditor Shares and Indebtedness. Creditor is the
         legal and beneficial holder of the Total Indebtedness and the Creditor
         Shares, free and clear of all liens, claims, options or other
         encumbrances, and Creditor has not assigned or otherwise transferred
         any rights to receive payment under the Total Indebtedness to any
         person.

                  (c) Accredited Investor Status. Creditor is an "accredited
         investor" as defined in Rule 501 of Regulation D of the Securities Act.

                                       4

<PAGE>


                  (d) Investment Intent. The Creditor CGSI Shares are being
         acquired solely by and for the account of Creditor, for investment, and
         are not being purchased for subdivision, fractionalization, resale or
         distribution. Creditor has no contract, undertaking, agreement or
         arrangement with any person to sell, transfer or pledge all or any part
         of the Creditor CGSI Shares, and Creditor has no present plans or
         intentions to enter into any such contract, undertaking or arrangement.

                  (e) Transfer Restrictions. Creditor acknowledges that it
         generally must hold the Creditor CGSI Shares for a minimum period of
         one year and may not sell, transfer, pledge or otherwise dispose of
         such shares without registration under the Securities Act of 1933, as
         amended (the "Securities Act"), or the securities acts of any states
         (the "Laws") unless an exemption from registration is available.
         Further, Creditor shall provide, if CGSI so requires, an opinion of
         counsel satisfactory to CGSI, that the intended disposition of Creditor
         CGSI Shares will not violate the Securities Act or the rules and
         regulations of the Securities and Exchange Commission or of any state
         securities commission promulgated under such statutes.

                  (f) Sophistication and Experience. Creditor expressly
         represents that: (i) Creditor has such knowledge and experience in
         financial and business matters in general and in investments in
         privately held companies in particular, and that Creditor is capable of
         evaluating the merits, risks and other facets of the subject
         investment; (ii) Creditor's financial condition is such that Creditor
         has no need for liquidity with respect to the investment in the
         Creditor CGSI Shares to satisfy any existing or contemplated
         undertaking or indebtedness; (c) Creditor is able to bear the economic
         risk of the investment in the Creditor CGSI Shares for an indefinite
         period of time, including the risk of losing the entire investment; (d)
         Creditor has either secured independent tax advice with respect to the
         investment in the Creditor CGSI Shares, or Creditor is sufficiently
         familiar with the income taxation of equity instruments that he deemed
         such independent advice to be unnecessary; and (e) Creditor has
         participated in other privately placed investments, has such knowledge
         and experience in business and financial matters, has the capacity to
         protect its interest in investments like the subject investment, and is
         capable of evaluating the risks, merits and other facets of the subject
         investment.

                  (g) Access to Information. Creditor acknowledges that the CGSI
         has made available all documents pertaining to the Merger, and
         investment opportunity in CGSI, and has allowed Creditor an opportunity
         to ask questions and receive answers thereto and to verify and clarify
         any information provided to Creditor by the Company and CGSI.

         6. Miscellaneous.

                  (a) Survival. All representations, warranties and covenants of
         the parties contained in this Agreement or made pursuant hereto, shall
         survive the date of execution of this Agreement and remain in full
         force and effect, and shall survive the termination or expiration of
         this Agreement.

                                       5


<PAGE>


                  (b) Counsel. All parties hereto have been represented by
         counsel, and no inference shall be drawn in favor of or against any
         party by virtue of the fact that such party's counsel was or was not
         the principal draftsman of this Agreement.

                  (c) Notices. All notices or other communications required or
         permitted under this Agreement shall be in writing and shall be deemed
         to have been duly given if delivered personally or sent by registered
         or certified mail, postage prepaid or via national courier, addressed
         as to the party entitled to notice at the address set forth below, or
         such other address as is subsequently provided by written notice from
         such party to the other parties.

                  (d) No Assignment. Except as expressly noted below, this
         Agreement and the rights of the parties under this Agreement may not be
         sold, assigned or otherwise transferred without the prior written
         consent of the other party.

                  (e) Entire Agreement. This Agreement, the Merger Agreement,
         the Escrow Agreement and the agreements and documents referred to
         herein and therein, sets forth the entire agreement and understanding
         of the parties hereto in respect of the subject matter contemplated
         hereby, and supersedes all prior agreements, arrangements and
         understandings relating to the subject matter hereof.

                  (f) Applicable Law. This Agreement shall be governed by and
         construed in accordance with the laws of the State of Illinois. Should
         any dispute arise under this Agreement, it shall be litigated in the
         state or federal courts situated in Cook County, Illinois, to which
         jurisdiction and venue all parties consent. All parties hereto waive
         their right to jury trial in the determination of any dispute with
         respect to the subject matter hereof.

                  (g) Counterparts. This Agreement may be executed in two or
         more counterparts, each of which, whether photocopy, facsimile or ink,
         shall be deemed an original, but all of which together shall constitute
         one instrument.

                  (h) Approval. This Agreement shall be binding upon the
         parties, their respective heirs, successors and assigns, and each
         entity party represents and warrants that this Agreement has been duly
         approved by proper corporate action.

                  (i) Remedies. No party hereunder shall be entitled to
         consequential damages as a result of the breach by any other party of
         its obligations hereunder. Each party's damages shall be limited to
         actual damages as a result of the breach of any obligation hereunder.

                  (j) Specific Performance. In the event of any breach or
         threatened breach of this Agreement in which the aggrieved party
         desires to protect and enforce its rights by suit in equity for the
         specific performance of any term contained in this Agreement or for an
         injunction against any breach of any such term or in aid of the
         exercise of any power to enforce such performance or to enforce any
         other legal or equitable right of the enforcing party, that party may
         take any one or more of such actions, and shall be paid all costs and
         expenses, including attorneys' fees incurred in connection with any
         such action

                                       6

<PAGE>



         or actions should it prevail in such action. Any suit to specifically
         enforce the terms of this Agreement shall be litigated in the state or
         federal courts located in Illinois.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       7

<PAGE>



         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

CREDITOR:                                     Frontrunner Network Systems, Inc.

---------------------------------------
[SIGNATURE]                                   BY:     /S/ JAMES D. CUPPINI
                                                      --------------------------
                                              ITS:    CEO
                                                      --------------------------
---------------------------------------
[PRINT NAME OF SIGNATORY]                     ADDRESS: 50 EAST COMMERCE DRIVE-
                                                       SUITE A
                                                       SCHAUMBURG, IL  60173


---------------------------------------
DATE OF EXECUTION
                                              Capital Growth Systems, Inc.
ADDRESS: ------------------------------

         ------------------------------

                                              BY:
                                                      --------------------------
                                              ITS:
                                                      --------------------------

                                              ADDRESS: 1100 EAST WOODFIELD ROAD-
                                                       #100
                                                       SCHAUMBURG, IL  60173

                                        8



<PAGE>
        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.



CREDITOR:                                     Frontrunner Network Systems, Inc.

---------------------------------------
[SIGNATURE]                                   BY:
                                                      --------------------------
                                              ITS:    CEO
                                                      --------------------------
---------------------------------------
[PRINT NAME OF SIGNATORY]                     ADDRESS: 50 EAST COMMERCE DRIVE-
                                                       SUITE A
                                                       SCHAUMBURG, IL  60173


---------------------------------------
DATE OF EXECUTION
                                              Capital Growth Systems, Inc.
ADDRESS:
         ------------------------------
                                              BY:     /S/ RORY HERRIMAN
         ------------------------------               --------------------------
                                              ITS:    CTO
                                                      --------------------------

                                              ADDRESS: 1100 EAST WOODFIELD ROAD-
                                                       #100
                                                       SCHAUMBURG, IL  60173






                                        9


<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

CREDITOR:                                     Frontrunner Network Systems, Inc.

/S/ James D. Cuppini
---------------------------------------
[SIGNATURE]                                   BY:
                                                    --------------------------
                                              ITS:
James D. Cuppini                                    --------------------------
---------------------------------------
[PRINT NAME OF SIGNATORY]                     ADDRESS: 50 EAST COMMERCE DRIVE-
                                                       SUITE A
                                                       SCHAUMBURG, IL  60173


---------------------------------------
DATE OF EXECUTION
                                              Capital Growth Systems, Inc.
ADDRESS:
         ------------------------------
                                              BY:
         ------------------------------               --------------------------
                                              ITS:
                                                      --------------------------

                                              ADDRESS: 1100 EAST WOODFIELD ROAD-
                                                       #100
                                                       SCHAUMBURG, IL  60173


                                       10


<PAGE>



         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

CREDITOR:                                     Frontrunner Network Systems, Inc.

/S/ Philip B. Kenny
---------------------------------------
[SIGNATURE]                                   BY:
                                                      --------------------------
                                              ITS:
Philip B. Kenny                                       --------------------------
---------------------------------------
[PRINT NAME OF SIGNATORY]                     ADDRESS: 50 EAST COMMERCE DRIVE-
                                                       SUITE A
                                                       SCHAUMBURG, IL  60173


---------------------------------------
DATE OF EXECUTION
                                              Capital Growth Systems, Inc.
ADDRESS:
         ------------------------------
                                              BY:
         ------------------------------               --------------------------
                                              ITS:
                                                      --------------------------

                                              ADDRESS: 1100 EAST WOODFIELD ROAD-
                                                       #100
                                                       SCHAUMBURG, IL  60173

                                       11


<PAGE>




         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

CREDITOR: Edgewater Private Equity            Frontrunner Network Systems, Inc.
          Fund II

/S/ David M. Tolmie
---------------------------------------
[SIGNATURE]                                   BY:
                                                      --------------------------
                                              ITS:
David M. Tolmie, Partner                              --------------------------
---------------------------------------
[PRINT NAME OF SIGNATORY]                     ADDRESS: 50 EAST COMMERCE DRIVE-
                                                       SUITE A
                                                       SCHAUMBURG, IL  60173

August 6, 2004
---------------------------------------
DATE OF EXECUTION
                                              Capital Growth Systems, Inc.
ADDRESS: 900 N. MICHIGAN AVE.
         ------------------------------
         CHICAGO, IL 60611                    BY:
         ------------------------------               --------------------------
                                              ITS:
                                                      --------------------------

                                              ADDRESS: 1100 EAST WOODFIELD ROAD-
                                                       #100
                                                       SCHAUMBURG, IL  60173

                                       12


<PAGE>




          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

CREDITOR: Mesirow Capital Partners            Frontrunner Network Systems, Inc.
          VI, By Its General Partner

/S/ Thomas E. Galuhn
---------------------------------------
[SIGNATURE]                                   BY:
                                                      --------------------------
                                              ITS:
Thomas E. Galuhn, Sr. Managing Director               --------------------------
of General Partner
---------------------------------------
[PRINT NAME OF SIGNATORY]                     ADDRESS: 50 EAST COMMERCE DRIVE-
                                                       SUITE A
                                                       SCHAUMBURG, IL  60173


---------------------------------------
DATE OF EXECUTION
                                              Capital Growth Systems, Inc.
ADDRESS:
         ------------------------------
                                              BY:
         ------------------------------               --------------------------
                                              ITS:
                                                      --------------------------

                                              ADDRESS: 1100 EAST WOODFIELD ROAD-
                                                       #100
                                                       SCHAUMBURG, IL  60173

                                       13

<PAGE>


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

CREDITOR: Bluestem Capital Partners           Frontrunner Network Systems, Inc.
          II Limited Partnership

/S/ Sandy Horst
---------------------------------------
[SIGNATURE]                                   BY:
                                                      --------------------------
                                              ITS:
Sandy Horst, CFO of the General Partner               --------------------------
---------------------------------------
[PRINT NAME OF SIGNATORY]                     ADDRESS: 50 EAST COMMERCE DRIVE-
                                                       SUITE A
                                                       SCHAUMBURG, IL  60173

8-6-04
---------------------------------------
DATE OF EXECUTION
                                              Capital Growth Systems, Inc.
ADDRESS: 122 S. PHILLIPS AVE, SUITE 300
         ------------------------------
         SIOUX FALLS, SD 57104                BY:
         ------------------------------               --------------------------
                                              ITS:
                                                      --------------------------

                                              ADDRESS: 1100 EAST WOODFIELD ROAD-
                                                       #100
                                                       SCHAUMBURG, IL  60173


                                       14

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