THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
      THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR
      (B)
      AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
      NOT
      REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS
      SOLD
      PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
      OTHER
      LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF
      THIS
      WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION
      2(f) HEREOF. THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE
      NUMBER SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(f)
      HEREOF.

     

    CAPITAL
      GROWTH SYSTEMS, INC.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    
      	
              Warrant
                No.:

            	
              Hilco-3

            	
               

            	
              Number
                of Shares:

            	
               

            	
              3,500,000

            
	
               

            	
               

            	
               

            	
              Date
                of Issuance:

            	
               

            	
              November
                1, 2007

            


    

    


    Capital
      Growth Systems, Inc.,
      a
      Florida corporation (the “Company”), hereby certifies that, for Ten United
      States Dollars ($10.00) and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, Hilco Financial, LLC, a
      Delaware limited liability company, the registered holder hereof or its
      permitted assigns (the “Holder”), is entitled, subject to the terms set forth
      below, to purchase from the Company upon surrender of this Warrant (if required
      by Section 2(f)), at any time or times on or after the date hereof, but not
      after 11:59 P.M. New York City time on the Expiration Date (as defined in
      Section 1(b) below) three million, five hundred thousand (3,500,000) fully
      paid
      nonassessable shares of Common Stock (as defined in Section 1(b) below) of
      the
      Company (the “Warrant Shares”) at the Warrant Exercise Price (as defined in
      Section 1(b) below); provided, however, that in no event shall the Holder be
      entitled or required to exercise this Warrant for a number of Warrant Shares
      in
      excess of that number of Warrant Shares that, upon giving effect to such
      exercise, would cause the aggregate number of shares of Common Stock
      beneficially owned by the Holder and its affiliates to exceed 9.99% of the
      outstanding shares of the Common Stock following such exercise. For purposes
      of
      the foregoing proviso, the aggregate number of shares of Common Stock
      beneficially owned by the Holder and its affiliates shall include the number
      of
      shares of Common Stock issuable upon exercise of this Warrant with respect
      to
      which the determination of such proviso is being made, but shall exclude shares
      of Common Stock that would be issuable upon (i) exercise of the remaining,
      unexercised portion of this Warrant and (ii) exercise, conversion or exchange
      of
      the unexercised, unconverted or unexchanged portion of any other securities
      of
      the Company beneficially owned by the Holder and its affiliates, subject to
      a
      limitation on conversion, exercise or exchange analogous to the limitation
      contained herein. Except as set forth in the preceding sentence, for purposes
      of
      this paragraph, beneficial ownership shall be calculated in accordance with
      Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes
      of this Warrant, in determining the number of outstanding shares of Common
      Stock
      the Holder may rely on the number of outstanding shares of Common Stock as
      reflected in (1) the Company’s most recent Form 10-QSB or Form 10-Q or Form
      10-KSB or Form 10-K, as the case may be, (2) a more recent public announcement
      by the Company or (3) any other written (including e-mail) notice by the Company
      or its transfer agent setting forth the number of shares of Common Stock
      outstanding. Upon the written request of the Holder, the Company shall promptly,
      but in no event later than two (2) Business Days following the receipt of such
      request, confirm in writing to the Holder the number of shares of Common Stock
      then outstanding. In any case, the number of outstanding shares of Common Stock
      shall be determined after giving effect to the conversion, exercise or exchange
      of securities of the Company, including this Warrant, if any, by the Holder
      and
      its affiliates, since the date as of which such number of outstanding shares
      of
      Common Stock was reported. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section 1.

            	 


    

      

    (a)  Credit
      Agreement.
      This
      Warrant was issued in exchange for those certain Hilco Warrants, which were
      issued pursuant to that certain Credit Agreement, dated as of January 19, 2007,
      by and among the 20/20 Technologies, Inc., a Delaware corporation; 20/20
      Technologies I, LLC, a Delaware limited liability company; Centrepath, Inc.,
      a
      Delaware corporation; Frontrunner Network Systems Corp., a Delaware corporation;
      Global Capacity Group, Inc., a Texas corporation, Nexvu Technologies, LLC a
      Delaware limited liability company; the Company; and Magenta Netlogic Limited,
      a
      private limited company organized under the laws of the United Kingdom and
      Hilco
      Financial, LLC (as such agreement has been and may be amended from time to
      time
      as provided in such agreement, the “Credit Agreement”) or issued in exchange or
      substitution therefor or replacement thereof. Each capitalized term used, and
      not otherwise defined herein, shall have the meaning ascribed thereto in the
      Credit Agreement.

     

    (b)  Definitions.
      The
      following words and terms as used in this Warrant shall have the following
      meanings:

     

    (i)  “Common
      Stock” means (i) the Company’s common stock, $0.0001 par value per share, and
      (ii) any capital stock into which such Common Stock shall have been changed
      or
      any capital stock resulting from a reclassification of such Common
      Stock.

     

    (ii)  “Convertible
      Securities” means any stock or securities (other than Options) directly or
      indirectly convertible into or exchangeable or exercisable for Common
      Stock.

     

    (iii)  “Delivery
      Date” means the date of receipt by the Company of a Put Notice.

     

    (iv)  “Expiration
      Date” means the date that is five (5) years after the Warrant Date (as defined
      in Section 13) or, if such date does not fall on a Business Day, then the next
      Business Day.

     

    (v)  “Fair
      Market Value” means the fair market value of the Company’s entire equity, on a
      fully-diluted basis, determined on a going concern basis as between a willing
      buyer and a willing seller and taking into account all relevant factors
      determinative of value without giving effect to any discount for any lack of
      liquidity attributable to a lack of a public market for such security, any
      block
      discount or discount attributable to the size of any Person’s holdings of such
      security, any minority interest or any voting rights thereof or lack thereof,
      plus (to the extent not otherwise taken into consideration in the determination
      of fair market value of the Company’s entire common equity) the aggregate amount
      of cash or property payable or to be surrendered to the Company upon exercise
      or
      conversion of Options and Convertible Securities, and the principal amount
      of
      any debt constituting Convertible Securities, which are then exercisable and
      “in-the-money.” The Company and the Holder will use reasonable efforts to
      determine Fair Market Value, but if such parties are unable to agree on Fair
      Market Value within ten (10) days after meeting for the purpose of determining
      the Fair Market Value, the Company and the Holder shall, within ten (10) days
      after such initial 10-day period, mutually select an appraiser to make a
      determination of the Fair Market Value (who shall make such determination within
      thirty (30) days after selection); provided that if the parties are unable
      to
      agree upon the selection of an appraiser within such 10-day period, the Fair
      Market Value shall be determined as follows: the Company and the Holder, shall,
      within five (5) days after their failure to agree upon the selection of an
      appraiser, each select their own appraiser to determine the “Fair Market Value.”
Each such appraiser shall make a determination of the “Fair Market Value” within
      thirty (30) days after the date of selection. If the “Fair Market Value” as
      determined by one appraiser is within ten percent (10%) of the “Fair Market
      Value” determined by the other appraiser, then the Fair Market Value shall be
      the average of the “Fair Market Values” determined by the two appraisers. If the
“Fair Market Value” determined by one appraiser is not within ten percent (10%)
      of the “Fair Market Value” of the other appraiser, then such two appraisers
      shall promptly select a third appraiser, which appraiser shall make a
      determination of the “Fair Market Value” as promptly as possible but, in any
      event, within seventy-five (75) days after the Delivery Date, and the Fair
      Market Value shall be the median of the “Fair Market Values” determined by the
      three appraisers. The determination of the Fair Market Value pursuant to the
      preceding sentences shall be final and binding upon the Company and the Holder
      of Underlying Warrant Stock. All fees and expenses of the appraisers determining
      the Fair Market Value of the Company shall be borne by the Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (vi)  “Option”
      means any right, option or warrant to subscribe for, purchase or otherwise
      acquire Common Stock or Convertible Securities.

     

    (vii)  “Person”
      means an individual, a limited liability company, a partnership, a joint
      venture, a corporation, a trust, an unincorporated organization or a government
      or any department or agency thereof or any other legal entity.

     

    (viii)  “Principal
      Market” means, with respect to the Common Stock or any other security, the
      principal securities exchange or trading market for the Common Stock or such
      other security.

     

    (ix)  “Put
      Price” shall equal, with respect to each share of Underlying Warrant Stock, the
      quotient obtained by dividing (i) the Fair Market Value of the Company as of
      the
      Delivery Date by (ii) the sum of the total number of shares of Common Stock
      outstanding as of the Delivery Date plus the number of shares of Common Stock
      issuable upon exercise or conversion of any Options or Convertible Securities
      as
      of the Delivery Date, in each case only to the extent such Options and
      Convertible Securities are exercisable and “in-the-money” on the Delivery Date.
      The expenses of determining the Put Price shall be borne by the
      Company.

     

    (x)  “Registration
      Rights Agreement” means that certain Registration Rights Agreement, dated as of
      even date herewith, between the Company and Hilco Financial, LLC, as such
      agreement may be amended, restated or modified and in effect from time to
      time.

     

    (xi)  “Securities
      Act” means the Securities Act of 1933, as amended.

     

    (xii)  “Trading
      Day” means any day on which the Common Stock is traded on the Principal Market;
      provided that “Trading Day” shall not include any day on which the Common Stock
      is scheduled to trade, or actually trades, on such exchange or market for less
      than 4.5 hours.

     

    (xiii)  “Underlying
      Warrant Stock” means (i) the shares of Common Stock issued or issuable upon
      exercise of this Warrant assuming this Warrant were exercised in full
      immediately prior to the date of the consummation of the Change in Control,
      without giving effect to any limitations on exercise hereof and (ii) any shares
      of Common Stock issued or issuable with respect to the securities referred
      to in
      clause (i) above by way of stock dividend or stock split or in connection with
      a
      combination of shares, recapitalization, merger, consolidation or other
      reorganization.

     

    (xiv)  “Warrant”
      means this Warrant and all Warrants issued in exchange, transfer or replacement
      thereof pursuant to the terms of this Warrant.

     

    (xv)  “Warrant
      Exercise Price” shall be equal to, with respect to any Warrant Share, $0.15,
      subject to adjustment as hereinafter provided.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (xvi)  “Weighted
      Average Price” means, for any security as of any date, the dollar
      volume-weighted average price for such security on its Principal Market during
      the period beginning at 9:30 a.m. New York City time (or such other time as
      its
      Principal Market publicly announces is the official open of trading) and ending
      at 4:00 p.m. New York City time (or such other time as its Principal Market
      publicly announces is the official close of trading) as reported by Bloomberg
      Financial Markets (or any successor thereto) (“Bloomberg”) through its “Volume
      at Price” functions, or if the foregoing does not apply, the dollar
      volume-weighted average price of such security in the over-the-counter market
      on
      the electronic bulletin board for such security during the period beginning
      at
      9:30 a.m. New York City time (or such other time as such over-the-counter market
      publicly announces is the official open of trading), and ending at 4:00 p.m.
      New
      York City time (or such other time as such over-the-counter market publicly
      announces is the official close of trading) as reported by Bloomberg, or, if
      no
      dollar volume-weighted average price is reported for such security by Bloomberg
      for such hours, the average of the highest closing bid price and the lowest
      closing ask price of any of the market makers for such security as reported
      in
      the “pink sheets” by the National Quotation Bureau, Inc. If the Weighted Average
      Price cannot be calculated for such security on such date on any of the
      foregoing bases, the Weighted Average Price of such security on such date shall
      be the fair market value as mutually determined by the Company and the Holder.
      If the Company and the Holder are unable to agree upon the fair market value
      of
      the Common Stock, then such dispute shall be resolved pursuant to Section 2(a).
      All such determinations shall be appropriately adjusted for any stock dividend,
      stock split, stock combination or other similar transaction during any period
      during which the Weighted Average Price is being determined.

     

    
      	Section 2.	Exercise
              of Warrant


    

     

    (a)  Subject
      to the terms and conditions hereof, this Warrant may be exercised by the Holder
      hereof then registered on the books of the Company, in whole or in part, at
      any
      time on any Business Day on or after the opening of business on the date hereof
      and prior to 11:59 P.M. New York City time on the Expiration Date by (i)
      delivery of a written notice, in the form of the exercise notice attached as
      Exhibit A hereto (the “Exercise Notice”), of the Holder’s election to exercise
      this Warrant, which notice shall specify the number of Warrant Shares to be
      purchased, (ii) (A) payment to the Company of an amount equal to the Warrant
      Exercise Price multiplied by the number of Warrant Shares as to which this
      Warrant is being exercised (the “Aggregate Exercise Price”) by wire transfer of
      immediately available funds (or by check if the Company has not provided the
      Holder with wire transfer instructions for such payment) or (B) by notifying
      the
      Company that this Warrant is being exercised pursuant to a Cashless Exercise
      (as
      defined in Section 2(e)), and (iii) if required by Section 2(f) or unless the
      Holder has previously delivered this Warrant to the Company and it or a new
      replacement Warrant has not yet been delivered to the Holder, the surrender
      to a
      common carrier for overnight delivery to the Company as soon as practicable
      following such date, of this Warrant (or an indemnification undertaking, in
      customary form, with respect to this Warrant in the case of its loss, theft
      or
      destruction pursuant to Section 10); provided, that if such Warrant Shares
      are
      to be issued in any name other than that of the registered Holder of this
      Warrant, such issuance shall be deemed a transfer and the provisions of Section
      7 shall be applicable. In the event of any exercise of the rights represented
      by
      this Warrant in compliance with this Section 2(a), on the second (2nd) Business
      Day (the “Warrant Share Delivery Date”) following the date of its receipt of the
      Exercise Notice, the Aggregate Exercise Price (or notice of Cashless Exercise)
      and if required by Section 2(f) (or unless the Holder has previously delivered
      this Warrant to the Company and it or a new replacement Warrant has not yet
      been
      delivered to the Holder), this Warrant (or an indemnification undertaking,
      in
      customary form, with respect to this Warrant in the case of its loss, theft
      or
      destruction pursuant to Section 10) (the “Exercise Delivery Documents”), (A)
      provided that the transfer agent is participating in The Depository Trust
      Company (“DTC”) Fast Automated Securities Transfer Program and provided that the
      Holder is eligible to receive shares through DTC, the Company shall credit
      such
      aggregate number of shares of Common Stock to which the Holder shall be entitled
      to the Holder’s or its designee’s balance account with DTC through its Deposit
      Withdrawal Agent Commission system or (B) the Company shall issue and deliver
      to
      the address specified in the Exercise Notice, a certificate, registered in
      the
      name of the Holder or its designee, for the number of shares of Common Stock
      to
      which the Holder shall be entitled. Upon the later of the date of delivery
      of
      (x) the Exercise Notice and (y) the Aggregate Exercise Price referred to in
      clause (ii)(A) above or notification to the Company of a Cashless Exercise
      referred to in Section 2(e), the Holder shall be deemed for all purposes to
      have
      become the Holder of record of the Warrant Shares with respect to which this
      Warrant has been exercised (the date thereof being referred to as the “Deemed
      Issuance Date”), irrespective of the date of delivery of this Warrant as
      required by clause (iii) above or the certificates evidencing such Warrant
      Shares. In the case of a dispute as to the determination of the Warrant Exercise
      Price, the Weighted Average Price of a security or the arithmetic calculation
      of
      the number of Warrant Shares, the Company shall promptly issue to the Holder
      the
      number of shares of Common Stock that is not disputed and shall submit the
      disputed determinations or arithmetic calculations to the Holder via facsimile
      within two (2) Business Days after receipt of the Holder’s Exercise Notice. If
      the Holder and the Company are unable to agree upon the determination of the
      Warrant Exercise Price, the Weighted Average Price or arithmetic calculation
      of
      the number of Warrant Shares within three (3) Business Days of such disputed
      determination or arithmetic calculation being submitted to the Holder, then
      the
      Company shall immediately submit via facsimile (i) the disputed determination
      of
      the Warrant Exercise Price or the Weighted Average Price to an independent,
      reputable investment banking firm agreed to by the Company and the Holder or
      (ii) the disputed arithmetic calculation of the number of Warrant Shares to
      its
      independent, outside public accountant. The Company shall cause the investment
      banking firm or the accountant, as the case may be, to perform the
      determinations or calculations and notify the Company and the Holder of the
      results no later than three (3) Business Days after the time it receives the
      disputed determinations or calculations. Such investment banking firm’s or
      accountant’s determination or calculation, as the case may be, shall be deemed
      conclusive absent error.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (b)  If
      this
      Warrant is submitted for exercise, as may be required by Section 2(f), and
      unless the rights represented by this Warrant shall have expired or shall have
      been fully exercised, the Company shall, as soon as practicable and in no event
      later than three (3) Business Days after receipt of this Warrant (the “Warrant
      Delivery Date”) and at its own expense, issue a new Warrant identical in all
      respects to this Warrant exercised except it shall represent rights to purchase
      the number of Warrant Shares purchasable immediately prior to such exercise
      under this Warrant, less the number of Warrant Shares with respect to which
      such
      Warrant is exercised (together with, in the case of a Cashless Exercise, the
      number of Warrant Shares surrendered in lieu of payment of the Exercise
      Price).

     

    (c)  No
      fractional shares of Common Stock are to be issued upon the exercise of this
      Warrant, but rather the number of shares of Common Stock issued upon exercise
      of
      this Warrant shall be rounded up or down to the nearest whole number (with
      0.5
      rounded up).

     

    (d)  If
      the
      Company shall fail for any reason or for no reason (x) to issue and deliver
      to
      the Holder within three (3) Business Days of receipt of the Exercise Delivery
      Documents a certificate for the number of shares of Common Stock to which the
      Holder is entitled or to credit the Holder’s balance account with DTC for such
      number of shares of Common Stock to which the Holder is entitled upon the
      Holder’s exercise of this Warrant or (y) to issue and deliver to the Holder on
      the Warrant Delivery Date a new Warrant for the number of shares of Common
      Stock
      to which the Holder is entitled pursuant to Section 2(b) hereof, if any, then
      the Company shall, in addition to any other remedies under this Warrant or
      the
      Credit Agreement or otherwise available to the Holder, pay as additional damages
      in cash to the Holder on each day after such third (3rd) Business Day that
      such
      shares of Common Stock are not issued and delivered to the Holder, in the case
      of clause (x) above, or such third (3rd) Business Day that such Warrant is
      not
      delivered, in the case of clause (y) above, an amount equal to the sum of (i)
      0.5% of the product of (A) the number of shares of Common Stock not issued
      to
      the Holder on or prior to the Warrant Share Delivery Date and (B) the Weighted
      Average Price of the Common Stock on the Warrant Share Delivery Date, in the
      case of the failure to deliver Common Stock, and (ii) if the Company has failed
      to deliver a Warrant to the Holder on or prior to the Warrant Delivery Date,
      0.5% of the product of (x) the number of shares of Common Stock issuable upon
      exercise of the Warrant as of the Warrant Delivery Date, and (y) the Weighted
      Average Price of the Common Stock on the Warrant Delivery Date; provided that
      in
      no event shall cash damages accrue pursuant to this Section 2(d) during the
      period, if any, in which any Warrant Shares are the subject of a bona fide
      dispute that is subject to and being resolved pursuant to, and in compliance
      with the time periods and other provisions of, the dispute resolution provisions
      of Section 2(a). Alternatively, subject to the dispute resolution provisions
      of
      Section 2(a), at the election of the Holder made in the Holder’s sole
      discretion, the Company shall pay to the Holder, in lieu of the additional
      damages referred to in the preceding sentence (but in addition to all other
      available remedies that the Holder may pursue hereunder and under the Credit
      Agreement), 110% of the amount that (A) the Holder’s total purchase price
      (including brokerage commissions, if any) for shares of Common Stock purchased
      to make delivery in satisfaction of a sale by the Holder of the shares of Common
      Stock to which the Holder is entitled but has not received upon an exercise,
      exceeds (B) the net proceeds received by the Holder from the sale of the shares
      of Common Stock to which the Holder is entitled but has not received upon such
      exercise. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (e)  Notwithstanding
      anything contained herein to the contrary, the Holder may at any time prior
      to
      the Expiration Date, at its election exercised in its sole discretion, exercise
      this Warrant in whole or in part and, in lieu of making the cash payment
      otherwise contemplated to be made to the Company upon such exercise in payment
      of the Aggregate Exercise Price, elect instead to receive upon such exercise
      the
“Net Number” of shares of Common Stock determined according to the following
      formula (a “Cashless Exercise”):

     

    
      	
              Net
                Number =

            	
              (A
                x B) - (A x C)

            
	 	
              B

            


    

    


    For
      purposes of the foregoing formula:

     

    
      	
              A

            	
              =

            	
              the
                total number of shares with respect to which this Warrant is then
                being
                exercised;

            
	 	 	 
	
              B

            	
              =

            	
              the
                arithmetic average of the Weighted Average Price of the Common Stock
                on
                each of the ten (10) consecutive Trading Days immediately preceding
                the
                date of the delivery of the Exercise Notice; and

            
	 	 	 
	
              C

            	
              =

            	
              the
                Warrant Exercise Price then in effect for the applicable Warrant
                Shares at
                the time of such exercise.

            


    

    


    (f)  Book-Entry.
      Notwithstanding anything to the contrary set forth herein, upon exercise of
      this
      Warrant in accordance with the terms hereof, the Holder shall not be required
      to
      physically surrender this Warrant to the Company unless it is being exercised
      for all of the Warrant Shares represented by the Warrant. The Holder and the
      Company shall maintain records showing the number of Warrant Shares exercised
      and issued and the dates of such exercises or shall use such other method,
      reasonably satisfactory to the Holder and the Company, so as not to require
      physical surrender of this Warrant upon each such exercise. In the event of
      any
      dispute or discrepancy, such records of the Company establishing the number
      of
      Warrant Shares to which the Holder is entitled shall be controlling and
      determinative in the absence of demonstrable error. Notwithstanding the
      foregoing, if this Warrant is exercised as aforesaid, the Holder may not
      transfer this Warrant unless the Holder first physically surrenders this Warrant
      to the Company, whereupon the Company will forthwith issue and deliver upon
      the
      order of the Holder a new Warrant of like tenor, registered as the Holder may
      request, representing in the aggregate the remaining number of Warrant Shares
      represented by this Warrant. The Holder and any assignee, by acceptance of
      this
      Warrant, acknowledge and agree that, by reason of the provisions of this
      paragraph, following exercise of any portion of this Warrant, the number of
      Warrant Shares represented by this Warrant may be less than the number stated
      on
      the face hereof. Each Warrant shall bear the following legend:

     

    ANY
      TRANSFEREE OF THIS WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT,
      INCLUDING SECTION 2(f) HEREOF. THE SECURITIES REPRESENTED BY THIS WARRANT MAY
      BE
      LESS THAN THE NUMBER SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(f)
      HEREOF.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	Section 3.	
              Covenants
                as to Common Stock

            


    

     

    The
      Company hereby covenants and agrees as follows:

     

    (a)  This
      Warrant is, and any Warrants issued in substitution for or replacement of this
      Warrant will upon issuance be, duly authorized and validly issued.

     

    (b)  All
      Warrant Shares that may be issued upon the exercise of the rights represented
      by
      this Warrant will, upon issuance and receipt of payment therefor from the Holder
      (including pursuant to a Cashless Exercise, as applicable), be validly issued,
      fully paid and nonassessable and free from all taxes, liens and charges with
      respect to the issue thereof.

     

    (c)  During
      the period within which the rights represented by this Warrant may be exercised,
      the Company will at all times have authorized and reserved at least 150% of
      the
      number of shares of Common Stock needed to provide for the exercise of the
      rights then represented by this Warrant.

     

    (d)  If,
      and
      so long as, any shares of Common Stock shall be listed on any securities
      exchange or quoted on the OTC Bulletin Board or other quotation system or
      trading market, the shares of Common Stock issuable upon exercise of this
      Warrant shall be so listed or quoted; and the Company shall so list (or cause
      to
      be quoted) on such exchange, quotation system or market, and shall maintain
      such
      listing or quotation of, any other shares of capital stock of the Company
      issuable upon the exercise of this Warrant if and so long as any shares of
      the
      same class shall be listed or quoted on such securities exchange, or quotation
      system or market.

     

    (e)  The
      Company will not, by amendment of its articles of incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities, or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed by
      it
      hereunder, but will at all times in good faith assist in the carrying out of
      all
      the provisions of this Warrant. Without limiting the generality of the
      foregoing, the Company (i) will not increase the par value of any shares of
      Common Stock receivable upon the exercise of this Warrant above $0.0001 per
      share, and (ii) will take all such actions as may be necessary or appropriate
      in
      order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this
      Warrant.

     

    (f)  This
      Warrant will be binding upon any entity succeeding to the Company by merger,
      consolidation or acquisition of all or substantially all of the Company’s
      assets.

    
       

      
        	Section 4.	
                
                  Taxes

                

              


      

    

     

    The
      Company shall pay any and all taxes that may be payable with respect to the
      issuance and delivery of Warrant Shares upon exercise of this
      Warrant.

     

    
      
        	Section 5.	
                
                  Warrant
                    Holder Not Deemed a
                    Shareholder\

                

              


      

    

     

    No
      Holder, as such, of this Warrant shall be entitled to vote or receive dividends
      or be deemed the holder of shares of the Company for any purpose (other than
      to
      the extent that the Holder is deemed to be a beneficial holder of shares under
      applicable securities laws after taking into account the limitation set forth
      in
      the first paragraph of this Warrant), nor shall anything contained in this
      Warrant be construed to confer upon the Holder hereof, as such, any of the
      rights of a shareholder of the Company or any right to vote, give or withhold
      consent to any corporate action (whether any reorganization, issue of stock,
      reclassification of stock, consolidation, merger, conveyance or otherwise),
      receive notice of meetings, receive dividends or subscription rights, or
      otherwise, prior to the Deemed Issuance Date of the Warrant Shares that the
      Holder is then entitled to receive upon the due exercise of this Warrant. In
      addition, nothing contained in this Warrant shall be construed as imposing
      any
      liabilities on the Holder to purchase any securities (except to the extent
      set
      forth in an Exercise Notice) or as a shareholder of the Company, whether such
      liabilities are asserted by the Company or by creditors of the Company.
      Notwithstanding this Section 5, the Company will provide the Holder with copies
      of the same notices and other information given to the stockholders of the
      Company generally, contemporaneously with the giving thereof to the
      stockholders.

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	Section 6.	
                
                  Representations
                    of Holder

                

              


      

    

     

    The
      Holder, by the acceptance hereof, represents that it is acquiring this Warrant,
      and upon exercise hereof (other than pursuant to a Cashless Exercise) will
      acquire the Warrant Shares, for its own account and not with a view towards,
      or
      for resale in connection with, the public sale or distribution of this Warrant
      or the Warrant Shares, except pursuant to sales registered or exempted under
      the
      Securities Act; provided, however, that by making the representations herein,
      the Holder does not agree to hold this Warrant or any of the Warrant Shares
      for
      any minimum or other specific term and reserves the right to dispose of this
      Warrant and the Warrant Shares at any time in accordance with or pursuant to
      a
      registration statement or an exemption under the Securities Act. The Holder
      further represents, by acceptance hereof, that, as of this date, the Holder
      is
      an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation
      D promulgated by the Securities and Exchange Commission under the Securities
      Act. Each delivery of an Exercise Notice, other than in connection with a
      Cashless Exercise, shall constitute confirmation at such time by the Holder
      of
      the representations concerning the Warrant Shares set forth in the first two
      sentences of this Section 6, unless contemporaneous with the delivery of such
      Exercise Notice the Holder notifies the Company in writing that it is not making
      such representations (a “Representation Notice”). If the Holder delivers a
      Representation Notice in connection with an exercise, it shall be a condition
      to
      the Holder’s exercise of this Warrant and the Company’s obligations set forth in
      Section 2 in connection with such exercise, that the Company receive such other
      representations as the Company considers reasonably necessary to assure the
      Company that the issuance of its securities upon exercise of this Warrant shall
      not violate any United States or state securities laws.

    
       

      
        	Section 7.	
                
                  Ownership
                    and Transfer

                

              


      

    

     

    (a)  The
      Company shall maintain at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the Holder), a
      register for this Warrant, in which the Company shall record the name and
      address of the person in whose name this Warrant has been issued, as well as
      the
      name and address of each transferee. The Company may treat the person in whose
      name any Warrant is registered on the register as the owner and holder thereof
      for all purposes, notwithstanding any notice to the contrary, but in all events
      recognizing any transfers made in accordance with the terms of this
      Warrant.

     

    (b)  The
      Company is obligated to register the Warrant Shares for resale under the
      Securities Act pursuant to the Registration Rights Agreement and the initial
      Holder of this Warrant (and certain assignees thereof) is entitled to the
      registration rights in respect of the Warrant Shares as set forth in the
      Registration Rights Agreement.

    
       

      
        	
                Section 8.

              	
                
                  Adjustment
                    of Warrant Exercise Price and Number of Warrant
                    Shares

                

              


      

    

     

    The
      Warrant Exercise Price and the number of shares of Common Stock issuable upon
      exercise of this Warrant shall be adjusted from time to time as follows:


     

    (a)  Adjustment
      of Warrant Exercise Price and Number of Shares upon Issuance of Common
      Stock.
      If and
      whenever on or after the Warrant Date (as defined in Section 12), the Company
      issues or sells, or is deemed to have issued or sold, any shares of Common
      Stock
      (including the issuance or sale of shares of Common Stock owned or held by
      or
      for the account of the Company), for a consideration per share less than a
      price
      (the “Applicable Price”) equal to the Warrant Exercise Price in effect
      immediately prior to such issuance or sale, then immediately after such issue
      or
      sale the Warrant Exercise Price then in effect shall be reduced to an amount
      equal to such consideration per share; ; provided however, no such adjustment
      shall be made to the Warrant Exercise Price as a result of any “Exempted
      Issuance.” For purposes hereof, “Exempted Issuance” means any issuance or deemed
      issuance of shares of Common Stock pursuant to an Approved Stock Plan, provided
      that the number of such shares issued or deemed to be issued in any calendar
      year does not exceed one percent (1.0%) of the number of outstanding shares
      of
      Common Stock at the end of the immediately preceding calendar year; and
“Approved Stock Plan” means any employee benefit plan that has been approved by
      the Board of Directors and stockholders of the Company, pursuant to which shares
      of Common Stock may be issued solely to consultants, employees, officers and/or
      directors for services provided to the Company or any of its Subsidiaries.
      For
      purposes hereof, an “Excluded Transaction” shall be any issuance of equity
      securities of the Company (or warrants, options, convertible rights or other
      rights to acquire equity securities) to a provider of goods or services to
      the
      Company, in connection with an acquisition of a business or assets, or in
      connection with compensation paid or payable to any party providing financing
      for the benefit of the Company (as opposed to the terms of the financing in
      question). Upon each such adjustment of the Warrant Exercise Price pursuant
      to
      the immediately preceding sentence, the number of shares of Common Stock
      acquirable upon exercise of this Warrant shall be adjusted to the number of
      shares determined by multiplying the Warrant Exercise Price in effect
      immediately prior to such adjustment by the number of shares of Common Stock
      acquirable upon exercise of this Warrant immediately prior to such adjustment
      and dividing the product thereof by the Warrant Exercise Price resulting from
      such adjustment. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (b)  Effect
      on Warrant Exercise Price of Certain Events.
      For
      purposes of determining the adjusted Warrant Exercise Price under Section 8(a)
      above (which, for the avoidance of doubt, the Company expressly agrees shall
      mean, at any date after the Warrant Date, for all purposes of this Section
      8,
      including for purposes of determining whether the Company has issued or sold,
      or
      shall be deemed to have issued or sold, any shares of Common Stock for a
      consideration per share less than a price equal to the Applicable Price), the
      following shall be applicable:

     

    (i)  Issuance
      of Options.
      If the
      Company in any manner grants or sells any Options and the lowest price per
      share
      for which one share of Common Stock is issuable upon the exercise of any such
      Option or upon conversion, exchange or exercise of any Convertible Securities
      issuable upon exercise of any such Option is less than the Applicable Price,
      then such share of Common Stock shall be deemed to be outstanding and to have
      been issued and sold by the Company at the time of the granting or sale of
      such
      Option for such price per share. For purposes of this Section 8(b)(i), the
      “lowest price per share for which one share of Common Stock is issuable upon
      exercise of any such Option or upon conversion, exchange or exercise of any
      Convertible Security issuable upon exercise of any such Option” shall be equal
      to the sum of the lowest amounts of consideration (if any) received or
      receivable by the Company with respect to any one share of Common Stock upon
      the
      granting or sale of the Option, upon exercise of the Option and upon conversion,
      exchange or exercise of any Convertible Security issuable upon exercise of
      such
      Option. No further adjustment of the Warrant Exercise Price shall be made upon
      the actual issuance of such Common Stock or of such Convertible Securities
      upon
      the exercise of such Options or upon the actual issuance of such Common Stock
      upon conversion, exchange or exercise of such Convertible
      Securities.

     

    (ii)  Issuance
      of Convertible Securities.
      If the
      Company in any manner issues or sells any Convertible Securities and the lowest
      price per share for which one share of Common Stock is issuable upon such
      conversion, exchange or exercise thereof is less than the Applicable Price,
      then
      such share of Common Stock shall be deemed to be outstanding and to have been
      issued and sold by the Company at the time of the issuance or sale of such
      Convertible Securities for such price per share. For the purposes of this
      Section 8(b)(ii), the “lowest price per share for which one share of Common
      Stock is issuable upon such conversion, exchange or exercise” shall be equal to
      the sum of the lowest amounts of consideration (if any) received or receivable
      by the Company with respect to one share of Common Stock upon the issuance
      or
      sale of the Convertible Security and upon conversion, exchange or exercise
      of
      such Convertible Security. No further adjustment of the Warrant Exercise Price
      shall be made upon the actual issuance of such Common Stock upon conversion,
      exchange or exercise of such Convertible Securities, and if any such issue
      or
      sale of such Convertible Securities is made upon exercise of any Options for
      which adjustment of the Warrant Exercise Price had been or are to be made
      pursuant to other provisions of this Section 8(b), no further adjustment of
      the
      Warrant Exercise Price shall be made by reason of such issue or
      sale.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (iii)  Change
      in Option Price or Rate of Conversion.
      If the
      purchase, exchange or exercise price provided for in any Options, the additional
      consideration, if any, payable upon the issue, conversion, exchange or exercise
      of any Convertible Securities, or the rate at which any Options or Convertible
      Securities are convertible into or exchangeable or exercisable for Common Stock
      changes at any time, the Warrant Exercise Price in effect at the time of such
      change shall be adjusted to the Warrant Exercise Price that would have been
      in
      effect at such time had such Options or Convertible Securities provided for
      such
      changed purchase, exchange or exercise price, additional consideration or
      changed conversion rate, as the case may be, at the time initially granted,
      issued or sold and the number of shares of Common Stock acquirable hereunder
      shall be correspondingly readjusted. For purposes of this Section 8(b)(iii),
      if
      the terms of any Option or Convertible Security that was outstanding as of
      the
      date of issuance of this Warrant are changed in the manner described in the
      immediately preceding sentence, then such Option or Convertible Security and
      the
      Common Stock deemed issuable upon exercise, conversion or exchange thereof
      shall
      be deemed to have been issued as of the date of such change. No adjustment
      shall
      be made if such adjustment would result in an increase of the Warrant Exercise
      Price then in effect.

     

    (c)  Effect
      on Warrant Exercise Price of Certain Events.
      For
      purposes of determining the adjusted Warrant Exercise Price under Sections
      8(a)
      and 8(b) above (which, for the avoidance of doubt, the Company expressly agrees
      shall mean, at least as of any date after the Warrant Date, for all purposes
      of
      this Section 8, including for purposes of determining whether the Company has
      issued or sold, or shall be deemed to have issued or sold, any shares of Common
      Stock for a consideration per share less than a price equal to the Applicable
      Price), the following shall be applicable:

     

    (i)  Calculation
      of Consideration Received.
      In case
      any Options are issued in connection with the issue or sale of other securities
      of the Company, together comprising one integrated transaction or series of
      related transactions, (A) the Options will be deemed to have been issued for
      a
      consideration equal to the greatest of (I) $0.01, (II) the specific aggregate
      consideration, if any, allocated to such Options, and (III) the Black-Scholes
      Value (as defined below) of such Options (the greatest of (I), (II) and (III),
      the “Option Consideration”) and, for purposes of applying the provisions of this
      Section 8, the Option Consideration shall be allocated pro rata among all the
      shares of Common Stock issuable upon exercise of such Options to determine
      the
      consideration per each such share of Common Stock and (B) the other securities
      will be deemed to have been issued for an aggregate consideration equal to
      the
      aggregate consideration received by the Company for the Options and other
      securities (determined as provided below with respect to each share of Common
      Stock represented thereby), less the Option Consideration. If any Common Stock,
      Options or Convertible Securities are issued or sold or deemed to have been
      issued or sold for cash, the consideration received therefor will be deemed
      to
      be the net amount received by the Company therefor. If any Common Stock, Options
      or Convertible Securities are issued or sold for a consideration other than
      cash, the amount of such consideration received by the Company will be the
      fair
      value of such consideration, except where such consideration consists of
      marketable securities, in which case the amount of consideration received by
      the
      Company will be the Weighted Average Price of such securities on the date of
      receipt of such securities. If any Common Stock, Options or Convertible
      Securities are issued to the owners of the non-surviving entity in connection
      with any merger in which the Company is the surviving entity, the amount of
      consideration therefor will be deemed to be the fair value of such portion
      of
      the net assets and business of the non-surviving entity as is attributable
      to
      such Common Stock, Options or Convertible Securities, as the case may be. The
      fair value of any consideration other than cash or securities will be determined
      jointly by the Company and the Holder. If such parties are unable to reach
      agreement within ten (10) days after the occurrence of an event requiring
      valuation (the “Valuation Event”), the fair value of such consideration will be
      determined within five (5) Business Days after the tenth (10th) day following
      the Valuation Event by an independent, reputable appraiser jointly selected
      by
      the Company and the Holder. The determination of such appraiser shall be final
      and binding upon all parties absent error, and the fees and expenses of such
      appraiser shall be borne by the Company.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (ii)  Record
      Date.
      If the
      Company takes a record of the holders of Common Stock for the purpose of
      entitling them (1) to receive a dividend or other distribution payable in Common
      Stock, Options or in Convertible Securities or (2) to subscribe for or purchase
      Common Stock, Options or Convertible Securities, then such record date will
      be
      deemed to be the date of the issue or sale of the shares of Common Stock deemed
      to have been issued or sold upon the declaration of such dividend or the making
      of such other distribution or the date of the granting of such right of
      subscription or purchase, as the case may be.

     

    (iii)  Black-Scholes
      Value.
      The
“Black-Scholes Value” of any Options shall mean the sum of the amounts resulting
      from applying the Black-Scholes pricing model to each such Option, which
      calculation is made with the following inputs: (i) the “option striking price”
being equal to the lowest exercise price possible under the terms of such Option
      on the date of the issuance of such Option (the “Valuation Date”), (ii) the
“interest rate” being equal to the Federal Reserve US H.15 T Note Treasury
      Constant Maturity 1 Year rate on the Valuation Date (as reported by Bloomberg
      through its “ALLX H15T” function (accessed by typing “ALLX H15T” [GO] on a
      Bloomberg terminal, and inserting the date of the Valuation Date and then
      looking at the row entitled “Treas Const Mat 1 Year” under the column entitled
“Previous Value”)), or if such rate is not available then such other similar
      rate as mutually agreed to by the Company and the Holder, (iii) the “time until
      option expiration” being the time from the Valuation Date until the expiration
      date of such Option, (iv) the “current stock price” being equal to the Weighted
      Average Price of the Common Stock on the Valuation Date, (v) the “volatility”
being the 100-day historical volatility of the Common Stock as of the Valuation
      Date (as reported by the Bloomberg “HVT” screen), and (vi) the “dividend rate”
being equal to zero. Within three (3) Business Days after the Valuation Date,
      each of the Company and the Holder shall deliver to the other a written
      calculation of its determination of the Black-Scholes Value of the Options.
      If
      the Holder and the Company are unable to agree upon the calculation of the
      Black-Scholes Value of the Options within five (5) Business Days of the
      Valuation Date, then the Company shall submit via facsimile the disputed
      calculation to an investment banking firm (jointly selected by the Company
      and
      the Holder) within seven (7) Business Days of the Valuation Date. The Company
      shall cause such investment banking firm to perform the calculations and notify
      the Company and the Holder of the results no later than ten (10) Business Days
      after the Valuation Date. Such investment banking firm’s calculation of the
      Black-Scholes Value of the Options shall be deemed conclusive absent error.
      The
      Company shall bear the fees and expenses of such investment banking firm for
      providing such calculation.

     

    (d)  Adjustment
      of Warrant Exercise Price upon Subdivision or Combination of Common
      Stock.
      If the
      Company at any time after the date of issuance of this Warrant subdivides (by
      any stock split, stock dividend, recapitalization or otherwise) its outstanding
      shares of Common Stock into a greater number of shares, the Warrant Exercise
      Price in effect immediately prior to such subdivision will be proportionately
      reduced and the number of shares of Common Stock obtainable upon exercise of
      this Warrant will be proportionately increased. If the Company at any time
      after
      the date of issuance of this Warrant combines (by combination, reverse stock
      split or otherwise) its outstanding shares of Common Stock into a smaller number
      of shares, the Warrant Exercise Price in effect immediately prior to such
      combination will be proportionately increased and the number of shares of Common
      Stock obtainable upon exercise of this Warrant will be proportionately
      decreased. Any adjustment under this Section 8(d) shall become effective at
      the
      close of business on the date the subdivision or combination becomes
      effective.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (e)  Distribution
      of Assets.
      If the
      Company shall declare or make any dividend or other distribution of its assets
      (or rights to acquire its assets) to holders of Common Stock, by way of return
      of capital or otherwise (including any distribution of cash, stock or other
      securities, property or options by way of a dividend, spin off,
      reclassification, corporate rearrangement or other similar transaction) (a
      “Distribution”), at any time after the issuance of this Warrant, then, in each
      such case:

     

    (i)  the
      Warrant Exercise Price in effect immediately prior to the close of business
      on
      the record date fixed for the determination of holders of Common Stock entitled
      to receive the Distribution shall be reduced, effective as of the close of
      business on such record date, to a price determined by multiplying such Warrant
      Exercise Price by a fraction of which (A) the numerator shall be the Weighted
      Average Price of the Common Stock on the Trading Day immediately preceding
      such
      record date minus the value of the Distribution (as determined in good faith
      by
      the Company’s board of directors) applicable to one share of Common Stock, and
      (B) the denominator shall be the Weighted Average Price of the Common Stock
      on
      the trading day immediately preceding such record date; and

     

    (ii)  either
      (A) the number of Warrant Shares obtainable upon exercise of this Warrant shall
      be increased to a number of shares equal to the number of shares of Common
      Stock
      obtainable immediately prior to the close of business on the record date fixed
      for the determination of holders of Common Stock entitled to receive the
      Distribution multiplied by the reciprocal of the fraction set forth in the
      immediately preceding clause (i), or (B) in the event that the Distribution
      is
      of common stock of a company whose common stock is traded on a national
      securities exchange or a national automated quotation system, then the Holder
      shall receive an additional warrant, the terms of which shall be identical
      to
      those of this Warrant, except that such warrant shall be exercisable for the
      amount of the assets that would have been payable to the Holder pursuant to
      the
      Distribution had the Holder exercised this Warrant immediately prior to such
      record date and with an exercise price equal to the amount by which the exercise
      price of this Warrant was decreased with respect to the Distribution pursuant
      to
      the terms of the immediately preceding clause (i).

     

    (f)  Certain
      Events.
      If any
      event occurs of the type contemplated by the provisions of this Section 8 but
      not expressly provided for by such provisions (including the granting of stock
      appreciation rights, phantom stock rights or other rights with equity features),
      then the Company’s board of directors will make an appropriate adjustment in the
      Warrant Exercise Price and the number of shares of Common Stock obtainable
      upon
      exercise of this Warrant; provided that no such adjustment will increase the
      Warrant Exercise Price or decrease the number of shares of Common Stock
      obtainable as otherwise determined pursuant to this Section 8.

     

    (g)  Notices.

     

    (i)  As
      soon
      as reasonably practicable, but in no event later than two (2) Business Days,
      upon any adjustment of the Warrant Exercise Price, the Company will give written
      notice thereof to the Holder, setting forth in reasonable detail, and
      certifying, the calculation of such adjustment; provided, however, that neither
      the timing of giving any such notice nor any failure by the Company to give
      such
      a notice shall effect any such adjustment or the effective date
      thereof.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (ii)  The
      Company will give written notice to the Holder at least ten (10) days prior
      to
      the date on which the Company closes its books or takes a record (A) with
      respect to any dividend or distribution upon the Common Stock, (B) with respect
      to any pro rata subscription offer to holders of Common Stock or (C) for
      determining rights to vote with respect to any Organic Change (as defined
      below), dissolution or liquidation, provided that such information shall be
      made
      known to the public prior to or in conjunction with such notice being provided
      to the Holder.

     

    (iii)  The
      Company will also give written notice to the Holder at least ten (10) days
      prior
      to the date on which any Organic Change, dissolution or liquidation will take
      place, provided that such information shall be made known to the public prior
      to
      or in conjunction with such notice being provided to the Holder.

    
       

      
        	Section 9.	
                
                  Purchase
                    Rights; Reorganization, Reclassification, Consolidation, Merger
                    or
                    Sale

                

              


      

    

     

    (a)  In
      addition to any adjustments pursuant to Section 8 above, if at any time the
      Company grants, issues or sells any Options, Convertible Securities or rights
      to
      purchase stock, warrants, securities or other property pro rata to the record
      holders of any class of its capital stock (the “Purchase Rights”), then the
      Holder will be entitled to acquire, upon the terms applicable to such Purchase
      Rights, the aggregate Purchase Rights that the Holder could have acquired if
      the
      Holder had held the number of shares of Common Stock acquirable upon complete
      exercise of this Warrant immediately before the date on which a record is taken
      for the grant, issuance or sale of such Purchase Rights, or, if no such record
      is taken, the date as of which the record holders of Common Stock are to be
      determined for the grant, issue or sale of such Purchase Rights.

     

    (b)  Any
      recapitalization, reorganization, reclassification, consolidation, merger,
      sale
      of all or substantially all of the Company’s assets to another Person or other
      transaction that is effected in such a way that holders of Common Stock are
      entitled to receive (either directly or upon subsequent liquidation) stock,
      securities or assets with respect to or in exchange for Common Stock is referred
      to herein as “Organic Change.” Prior to the consummation of any (i) sale of all
      or substantially all of the Company’s assets to an acquiring Person or (ii)
      other Organic Change following which the Company is not a surviving entity,
      the
      Company will secure from the Person purchasing such assets or the successor
      resulting from such Organic Change (in each case, the “Acquiring Entity”) a
      written agreement (in form and substance satisfactory to the Holder) to deliver
      to the Holder in exchange for such Warrant, a security of the Acquiring Entity
      evidenced by a written instrument substantially similar in form and substance
      to
      this Warrant and satisfactory to the Holder (including, an adjusted warrant
      exercise price equal to the value for the Common Stock reflected by the terms
      of
      such consolidation, merger or sale, and exercisable for a corresponding number
      of shares of Common Stock acquirable and receivable upon exercise of the Warrant
      (without regard to any limitations on exercises), if the value so reflected
      is
      less than the Warrant Exercise Price in effect immediately prior to such
      consolidation, merger or sale). Prior to the consummation of any other Organic
      Change, the Company shall make appropriate provision (in form and substance
      satisfactory to the Holder, without regard to any limitation on exercise
      thereof) to ensure that the Holder will thereafter have the right to acquire
      and
      receive in lieu of or in addition to (as the case may be) the shares of Common
      Stock immediately theretofore acquirable and receivable upon the exercise of
      this Warrant (without regard to any limitations on exercises), such shares
      of
      stock, securities or assets that would have been issued or payable in such
      Organic Change with respect to or in exchange for the number of shares of Common
      Stock that would have been acquirable and receivable upon the exercise of this
      Warrant as of the date of such Organic Change (without taking into account
      any
      limitations or restrictions on the exerciseability of this
      Warrant).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
       

      
        	Section 10.	
                
                  Lost,
                    Stolen, Mutilated or Destroyed
                    Warrant

                

              


      

    

     

    If
      this
      Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly,
      on
      receipt of an indemnification undertaking in customary form (or in the case
      of a
      mutilated Warrant, the Warrant), issue a new Warrant of like denomination and
      tenor as this Warrant so lost, stolen, mutilated or destroyed.

    
       

      
        	Section 11.	
                
                  Notice

                

              


      

    

     

    Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Warrant must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) Business Day after deposit with a nationally recognized
      overnight delivery service, in each case properly addressed to the party to
      receive the same. The addresses and facsimile numbers for such communications
      shall be:

     

    
      	
              If
                to the Company:

            	
              Capital
                Growth Systems, Inc.

              111
                E. Wacker #2800

              Chicago,
                Illinois 60606

              Attention: Chief
                Executive Officer

              Facsimile: (312)
                673-2422

            
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              Shefsky
                & Froelich Ltd.

              111
                East Wacker Drive, Suite 2800 

              Chicago,
                Illinois 60601 

              Attention: Mitchell
                D. Goldsmith

              Facsimile: (312)
                527-3194

            


    

    


    If
      to the
      initial Holder of this Warrant, to it at the address and facsimile number set
      forth on the Credit Agreement, with copies to the Holder’s representatives as
      set forth in the Credit Agreement, or, in the case of the Holder or any other
      Person named above, at such other address and/or facsimile number and/or to
      the
      attention of such other person as the recipient party has specified by written
      notice to the other party at least five (5) Business Days prior to the
      effectiveness of such change. Written confirmation of receipt (A) given by
      the
      recipient of such notice, consent, waiver or other communication, (B)
      mechanically or electronically generated by the sender’s facsimile machine
      containing the time, date, recipient facsimile number and an image of the first
      page of such transmission or (C) provided by a nationally recognized overnight
      delivery service shall be rebuttable evidence of personal service, receipt
      by
      facsimile or deposit with a nationally recognized overnight delivery service
      in
      accordance with clause (i), (ii) or (iii) above, respectively.

    
       

      
        	Section 12.	
                
                  Date

                

              


      

    

     

    The
      original date of issuance of the Hilco Warrants was January 17, 2007 (the
“Warrant Date”). The date of issuance of this Warrant is the date first set
      forth above. This Warrant, in all events, shall be wholly void and of no effect
      after 11:59 P.M., New York City time, on the Expiration Date, except that
      notwithstanding any other provisions hereof, the provisions of Section 7 shall
      continue in full force and effect after such date as to any Warrant Shares
      or
      other securities issued upon the exercise of this Warrant.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
       

      
        	Section 13.	
                
                  Put
                    Arrangement

                

              


      

    

     

    (a)  Notwithstanding
      anything to the contrary contained herein and without limiting any of the
      Holder’s rights and remedies hereunder and under the Credit Agreement and the
      Registration Rights Agreement, at any time after the earliest to occur of a
      (a)
      the occurrence of an Event of Default and (b) a Change of Control (each, a
      “Trigger Event”), the Holder will have the right to cause the Company to
      purchase (the “Put”) all (but not less than all) of the Underlying Warrant Stock
      then in existence and held by the Holder at the Put Price by delivering a
      written notice (the “Put Notice”) to the Company. 

     

    (b)  Upon
      the
      delivery of any Put Notice, the Company will be obligated to purchase all of
      the
      Underlying Warrant Stock (the shares representing the Underlying Warrant Stock
      being referred to as the “Put Shares”) at a mutually agreeable time and place,
      which will in no event be later than ninety (90) days after the receipt by
      the
      Company of the Put Notice (the “Put Closing”).

     

    (c)  At
      any
      Put Closing, the Holder of Underlying Warrant Stock shall deliver to the Company
      certificates representing the Put Shares and/or the Warrant held by such holder,
      as applicable, and the Company shall deliver to such holder, by cashier’s or
      certified check or wire transfer of immediately available funds payable to
      such
      holder, an amount equal to the product of (x) the Put Price multiplied by (y)
      the number of Put Shares.

     

    (d)  If
      the
      Company fails to satisfy its obligations pursuant to the Put, the Holder of
      the
      Underlying Warrant Stock may pursue any and all rights and remedies at law
      or in
      equity.

     

    (e)  Notwithstanding
      the foregoing provisions of this Section 13, this subsection (e) shall apply
      in
      the event of a Change of Control. The Company shall give the Holder at least
      ten
      (10) days prior written notice of any transaction that results in a Change
      of
      Control (a “Change of Control Transaction”). If the Holder delivers a Put Notice
      at least five (5) days prior to such Change of Control Transaction, the Put
      Closing shall be held on the same date as the closing of the Change of Control
      Transaction and, at the election of the Holder, the Fair Market Value of the
      Company for purposes of calculating the Put Price shall be the product of (A)
      the highest price per share of Common Stock paid (whether directly or indirectly
      by way of a purchase of assets of the Company) by an independent third-party
      in
      such Change of Control Transaction and (B) the sum of the total number of shares
      of Common Stock outstanding as of the closing of the Change of Control
      Transaction plus the number of shares of Common Stock issuable upon exercise
      or
      conversion of any Options or Convertible Securities as of the closing of the
      Change of Control Transaction, in each case to the extent such Options and
      Convertible Securities are exercisable and “in the money” as of (including as a
      result of), or are otherwise being cashed out in connection with, the closing
      of
      the Change of Control Transaction and in each case calculated as of the closing
      of the Change of Control Transaction. For purposes of this paragraph, “price per
      share paid” means all cash and other property, if any, payable to any holder of
      Common Stock or their Affiliates in connection with such transaction, and
      includes all amounts payable over time, all contingent payments, all fees and
      all other amounts. The Holder may deliver the Company all of the Warrant (rather
      than shares of Warrant Shares) held by the Holder in satisfaction of the sale
      of
      the Holder’s Underlying Warrant Stock hereunder, in which event the Put Price
      will be reduced by the Exercise Price of the Warrant(s) so
      delivered.

    
       

      
        	Section 14.	
                
                  Amendment
                    and Waiver

                

              


      

    

     

    Except
      as
      otherwise provided herein, the provisions of this Warrants may be amended and
      the Company may take any action herein prohibited, or omit to perform any act
      herein required to be performed by it, only if the Company has obtained the
      written consent of the Holder. 

    
       

      
        	Section 15.	
                
                  Descriptive
                    Headings; Governing
                    Law

                

              


      

    

     

    The
      descriptive headings of the several sections and paragraphs of this Warrant
      are
      inserted for convenience only and do not constitute a part of this Warrant.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by the internal laws of the State of Illinois,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of Illinois or any other jurisdiction) that would cause
      the application of the laws of any jurisdiction other than the State of
      Illinois.

    
       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	Section 16.	
                
                  Rules
                    of
                    Construction

                

              


      

    

     

    Unless
      the context otherwise requires, (a) all references to Articles, Sections,
      Schedules or Exhibits are to Articles, Sections, Schedules or Exhibits contained
      in or attached to this Warrant, (b) each accounting term not otherwise defined
      in this Warrant has the meaning assigned to it in accordance with GAAP, (c)
      words in the singular or plural include the singular and plural and pronouns
      stated in either the masculine, the feminine or neuter gender shall include
      the
      masculine, feminine and neuter and (d) the use of the word “including” in this
      Warrant shall be by way of example rather than limitation.

     

    
      	Section
              17.  	
              No
                Effect Upon Lending
                Relationship

            


    

     

    Anything
      herein contained to the contrary notwithstanding, nothing contained in this
      Warrant shall affect, limit or impair the rights and remedies of Hilco
      Financial, LLC, any of its affiliates, or its successors and transferees, or
      any
      other lender in their respective capacities as lenders to the Company or any
      of
      its Subsidiaries (each, a “Subject Person”) pursuant to any agreement under
      which the Company or any of its subsidiaries has borrowed money. Without
      limiting the generality of the foregoing, no Subject Person, in exercising
      its
      rights as a lender, shall have any duty to consider (i) its status as a direct
      or indirect shareholder or other equityholder of the Company, (ii) the interests
      of the Company or any of its subsidiaries, or (iii) any duty it may have to
      any
      other direct or indirect shareholder or other equityholder of the Company,
      except as may be required under the applicable loan documents or by commercial
      law applicable to creditors generally.

     

    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
      November__, 2007.

     

    
      	 	
              Capital
                Growth Systems, Inc.

            
	 	 
	 	 
	 	
              By:

            	 
	 	 
	 	
              Name:

            	 
	 	 
	 	
              Title:

            	 


    

     

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    


     


    EXHIBIT
      A TO WARRANT

     

    EXERCISE
      NOTICE

     

    TO
      BE EXECUTED BY THE REGISTERED HOLDER

     

    TO
      EXERCISE THIS WARRANT

     

    CAPITAL
      GROWTH SYSTEMS, INC.

     

    The
      undersigned holder hereby exercises the right to purchase _________________
      of
      the shares of Common Stock (“Warrant Shares”) of CAPITAL GROWTH SYSTEMS, INC., a
      Florida corporation (the “Company”), evidenced by the attached Warrant (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have
      the respective meanings set forth in the Warrant.

     

    1. Form
      of Warrant Exercise Price.
      The
      holder intends that payment of the Warrant Exercise Price shall be made
      as:

     

    
      	
              ____________

            	 	
              a
                “Cash Exercise” with respect to ___________________ Warrant Shares;
                and/or

            
	
              ____________

            	 	
              a
                “Cashless Exercise” with respect to ______________ Warrant Shares (to the
                extent permitted by the terms of the
                Warrant).

            


    

    


    2. Payment
      of Warrant Exercise Price.
      In the
      event that the holder has elected a Cash Exercise with respect to some or all
      of
      the Warrant Shares to be issued pursuant hereto, the holder shall pay the
      Aggregate Exercise Price in the sum of $___________________ to the Company
      in
      accordance with the terms of the Warrant.

     

    3. Delivery
      of Warrant Shares. The Company shall deliver __________ Warrant Shares in
      accordance with the terms of the Warrant in the following name and to the
      following address:

     

    
      	
              Issue
                to:

            	 
	 
	
              Facsimile
                Number:

            	 
	 
	
              DTC
                Participant Number and Name (if electronic book entry
                transfer):

            	 
	 
	
              Account
                Number (if electronic book entry transfer):

            	 
	 
	
              Date:
                

            	 


    

    


    
      	 	
              Name
                of Registered Holder

            
	 	 
	 	 
	 	
              By:

            	 
	 	 
	 	
              Name:

            	 
	 	 
	 	
              Title:

            	 


    

     


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    ACKNOWLEDGMENT

     

    The
      Company hereby acknowledges this Exercise Notice and hereby directs Continental
      Stock & Transfer Company or the currently existing transfer agent if other
      than such entity (“Transfer Agent”) to issue the above indicated number of
      shares of Common Stock in accordance with the Transfer Agent Instructions dated
      ________________, 200_ from the Company and acknowledged and agreed to by
      Transfer Agent.

     

    
      	 	
              Capital
                Growth Systems, Inc.

            
	 	 
	 	 
	 	
              By:

            	 
	 	 
	 	
              Name:

            	 
	 	 
	 	
              Title:

            	 


    

    


    


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    


    


     


    EXHIBIT
      B TO WARRANT

     

    FORM
      OF WARRANT POWER

     

    FOR
      VALUE
      RECEIVED, the undersigned does hereby assign and transfer to ________________,
      Federal Identification No. __________, a warrant to purchase ____________ shares
      of the capital stock of Capital Growth Systems, Inc., a Florida corporation,
      represented by warrant certificate no. _____, standing in the name of the
      undersigned on the books of said corporation. The undersigned does hereby
      irrevocably constitute and appoint ______________, attorney to transfer the
      warrants of said corporation, with full power of substitution in the
      premises.

     

    


    
      	
              Dated:
                ____________________, 200___

            	 	 
	 	 	 
	 	 	 
	 	 	
              Name:

            	 
	 	 	 
	 	 	
              Title:

            	 


    

    


    


    
      
        
        

      

      
        B-1