**EXHIBIT
      10.14**




**MELLON
      INDUCEMENT AGREEMENT**




THIS
      INDUCEMENT AGREEMENT (this “Agreement”) is made as of September 8, 2006 by and
      between Mellon
      Enterprises, Limited Partnership ,
      a South
      Dakota limited partnership (“Mellon”) and Capital
      Growth Systems, Inc .,
      a
      Florida corporation (“CGSY”), under the following circumstances:




**RECITALS**




A.  Mellon
      is
      contemporaneously herewith seeking to borrow the sum of $2,250,000 from Venture
      Equities Management, Inc. (“VEMI,” with the loan being the “VEMI Loan”) in order
      to fund a convertible bridge loan from Mellon to CGSY in the amount of the
      Loan
      (the “Bridge Loan”).




B.  The
      Loan
      is evidenced by a certain $2,250,000 Promissory Note from Mellon to VEMI dated
      of even date herewith (the “Note”).




C.  As
      a
      condition to borrowing the VEMI Loan proceeds and funding the Bridge Loan,
      CGSY
      is interested in providing as an accommodation fee a warrant in the form
      attached as Exhibit A (“Warrant”) and the payment of the points and the legal
      fees associated with Mellon issuing the Note. Mellon is unwilling to borrow
      the
      VEMI Loan proceeds or to advance the Bridge Loan without the issuance of the
      Warrant as specified below.




NOW,
      THEREFORE, in consideration of the foregoing, and the mutual agreements and
      covenants contained herein, the parties hereto hereby agree as
      follows:




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




2.  Issuance
      of Warrant. CGSY
      agrees that promptly following the funding of the Bridge Loan and the breaking
      of escrow with respect to the bridge loans referenced above it shall (i) cause
      to be filed the Certificate of Designations and Preferences for the
      establishment of Series A Convertible Preferred Stock (“Certificate”)
      substantially in the form previously delivered to Mellon; (ii) issue the Warrant
      to Mellon and (iii) pay all legal fees incurred by Mellon in connection with
      the
      funding of the Bridge Loan and the transactions contemplated
      herein.




3.  General
      Provisions .




3.1  Governing
      Law .
      This
      Agreement shall be interpreted and construed in accordance with the internal
      laws (and not the laws of conflict) of the State of Illinois. Any action with
      respect to this Agreement shall be litigated exclusively in the state or federal
      courts situated in Cook County, Illinois, to which jurisdiction all parties
      consent. The parties to this Agreement hereby waive their rights to a trial
      by
      jury with respect to any actions related to this Agreement or the subject matter
      hereof.







3.2  Waiver .
      A
      waiver of one of the provisions of this Agreement shall not affect any of the
      other provisions of this Agreement, such that the remaining provisions will
      remain in full force and effect. The failure of any party to enforce any of
      the
      provisions of this Agreement shall not be deemed a waiver thereof. No provisions
      of this Agreement shall be deemed to have been waived unless it shall be in
      writing and signed by the waiving party. A waiver in writing at any time of
      any
      of the terms and conditions of this Agreement shall not be considered a
      modification, cancellation or waiver of such terms or conditions as to
      subsequent events unless otherwise expressly provided.




3.3  Binding
      Agreement .
      This
      Agreement shall be binding on, and inure to the benefit of, the assigns and
      successors of the parties, and may be amended or modified only by a written
      instrument executed by each of the parties hereto.




3.4  Notices .
      Each
      notice, consent, request or other communication required or permitted by this
      Agreement shall be given to the parties at the address set forth below their
      signature or such other address a party shall provide to the other in writing.
      Notice shall be deemed given if in writing and delivered in person or sent
      to
      the last known address of the person entitled to notice by either Federal
      Express or certified mail, postage prepaid, return receipt
      requested.




3.5  Severability .
      Each
      section, clause, subclause, provision or part of this Agreement shall be
      severable from each other, and, if for any reason any section, clause, subclause
      or provision or part is invalid or unenforceable, such invalidity or
      unenforceability shall be prejudice or in any way affect the validity or
      enforceability of any other section, clause, subclause, provision or part
      hereof.




3.6  Headings .
      The
      section headings and subtitles used in this Agreement are used for purposes
      of
      convenience only and are not to be considered in construing or interpreting
      this
      Agreement.




3.7  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument, and may be executed by original, photocopy, facsimile or e-mail
      in
      PDF format.




3.8  Specific
      Performance .
      Each
      party to this Agreement shall have the remedies which are available to him
      or it
      for the violation of any of the terms of this Agreement, including, but not
      limited to, the equitable remedy of specific performance.




3.9  Gender .
      Wherever in this Agreement the masculine, feminine or neuter gender is used,
      such usage shall be deemed to include all other genders as well, and singular
      usage shall include plural usage, and visa versa, all as the context shall
      require.




3.10  Recitals .
      The
      Recitals set forth above are hereby incorporated in and made a part of this
      Agreement by this reference.




2




IN
      WITNESS WHEREOF, this Agreement has been executed by the undersigned as of
      the
      date first above written.




CGSY;
            
            MELLON:Capital
                Growth Systems, Inc.
            
            Mellon
                Enterprises, Limited PartnershipBy:
            /s/
                Douglas Stukel
            
            By:
            /s/
                George MellonIts:
            Executive
                Vice President
            
            
            George
                MellonGeneral
                Partner and PresidentAddress:
            50
                E. Commerce Dr., Ste A
            
            Address:Schaumburg,
                Ill. 601231017346





3


EXHIBIT
      A




TO
      INDUCEMENT AGREEMENT




(Form
      of
      Warrant)




A-1


**EXHIBIT
      A**







**THIS
      WARRANT AND THE SERIES A PREFERRED STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
      WARRANT AND THE CAPITAL STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT
      BE
      SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF
      COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.**




Right
                to Purchase _________ shares of Series A Convertible Preferred Stock
                of
                Capital Growth Systems, Inc. (subject to adjustment as provided
                herein)


**SERIES
      A CONVERTIBLE PREFERRED** **S** **TOCK
      PURCHASE WARRANT**




No.
            Issue
                Date:  September 8, 2006Name
                of Holder:Number
                of Shares of Series A Preferred
              Stock
                Subject to this Warrant:




CAPITAL
      GROWTH SYSTEMS, INC., a corporation organized under the laws of the State of
      Florida (the “Company”), hereby certifies that, for value received, the person
      or entity named above as Holder (the “Holder”), or assigns, is entitled, subject
      to the terms set forth below, to purchase from the Company from and after the
      Issue Date of this Warrant and at any time or from time to time before 5:00
      p.m., central time on the earlier of 30 days following the date of sending
      the
“Call Notice” as set forth below, or December 31, 2011 (the “Expiration Date”),
      up to the number of shares of fully paid and nonassessable Series A Convertible
      Preferred Stock first set forth above (the “Warrant Amount”) of the Company at a
      per share purchase price equal to $1000.00 per share (the “Purchase Price”).
      Holder acknowledges that effective upon the filing of an amendment to the
      Articles of Incorporation of the Company increasing its authorized Common Stock
      to not less than 50,000,000 shares (the "Amendment"), each share of Series
      A
      Convertible Preferred Stock shall automatically be converted into 1111.11 shares
      of $0.0001 par value Company common stock (“Common Stock”) (subject to rounding
      as to each block of shares held by each holder thereof to the nearest whole
      share). Notwithstanding anything to the contrary contained herein, effective
      as
      of the filing of the Amendment, the Warrant Amount hereunder shall be
      automatically converted into the right to receive that number of shares of
      Common Stock equal to the product of 1111.11 times the number of shares of
      Series A Convertible Preferred Stock purchasable hereunder, the Purchase Price
      for each share of Common Stock shall be adjusted to $0.90 per share and all
      references herein to Series A Convertible Preferred Stock shall thereafter
      apply
      to the Common Stock into which said Series A Convertible Preferred Stock has
      been converted; and provided further in the event that the “Pipe Common Stock
      Price” as defined in the Purchase Agreement pursuant to which this Warrant has
      been issued is less than $0.90 per share, then the Purchase Price for each
      share
      of Common Stock shall be adjusted to the Pipe Common Stock Price.







In
      the
      event that following the date of issuance of this Warrant, the closing price
      for
      the Company’s Common Stock is $4.00 per share or greater (as equitably adjusted
      for stock splits, reverse splits or other recapitalization or reorganization
      of
      the Company after the date hereof as provided in Section 4 below) for 20
      consecutive trading days and within 10 business days following the attainment
      of
      this trading level, the Company sends a “Call Notice” to the Holder hereof
      pursuant to the Notice provisions of this Warrant, and addressed to the Holder
      at the Holder’s last known address, and provided further that during the period
      from the date of the Call Notice through 30 days following the date of sending
      the Call Notice (such last day being the “Outside Date”), Holder has the right
      to sell the shares of Common Stock underlying this Warrant pursuant to an
      effective registration statement as filed with the Securities & Exchange
      Commission (that is not subject to a stop order or suspension—the “Registration
      Statement”), then the Holder must exercise this Warrant on or before 5:00 p.m.
      CST on the Outside Date or the rights under this Warrant shall lapse as of
      the
      end of the Outside Date; provided however if at any time from the date of
      sending of the Call Notice until the Outside Date the Holder’s right to sell
      shares of Common Stock purchased pursuant to the exercise of this Warrant
      pursuant to the terms of the Registration Statement is invalid due to either
      the
      suspension of the Registration Statement or its expiration (without immediate
      replacement by a subsequent effective registration statement), then the Call
      Notice shall be deemed null and void ab initio and this Warrant shall remain
      in
      full force and effect subject to a possible subsequent Call Notice which could
      be provided in the event the other requirements for the Call Notice to be sent
      are met.




1.  Exercise
      of Warrant .




1.1  Number
      of Shares Issuable upon Exercise .
      From
      and after the date hereof through and including the Expiration Date, the Holder
      hereof shall be entitled to receive, upon exercise of this Warrant in whole
      in
      accordance with the terms of subsection 1.2 or upon exercise of this
      Warrant in part in accordance with subsection 1.3, shares of Series A
      Convertible Preferred Stock (or as provided in the forepart hereof, shares
      of
      Common Stock) subject to adjustment pursuant to Section 4.




1.2  Full
      Exercise .
      This
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit A hereto
      (the “Subscription Form”) duly executed by such Holder and surrender of the
      original Warrant within seven (7) days of exercise, to the Company at its
      principal office or at the office of its Warrant Agent (as provided
      hereinafter), accompanied by payment, in cash, wire transfer or by certified
      or
      official bank check payable to the order of the Company, in the amount obtained
      by multiplying the number of shares of Series A Convertible Preferred Stock
      for
      which this Warrant is then exercisable by the Purchase Price then in effect.




1.3  Partial
      Exercise .
      This
      Warrant may be exercised in part (including a fractional share, provided that
      following the Amendment, it may only be exercised for whole shares of Common
      Stock) by surrender of this Warrant in the manner and at the place provided
      in
      subsection 1.2 except that the amount payable by the Holder on such partial
      exercise shall be the amount obtained by multiplying (a) the number of
      shares of Series A Convertible Preferred Stock designated by the Holder in
      the
      Subscription Form (or Common Stock following the conversion of Series A
      Convertible Preferred Stock to Common Stock) by (b) the Purchase Price then
      in effect. On any such partial exercise, the Company, at its expense, will
      forthwith issue and deliver to or upon the order of the Holder hereof a new
      Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon
      payment by such Holder of any applicable transfer taxes) may request, the number
      of shares of Series A Convertible Preferred Stock (or Common Stock following
      the
      conversion of the Series A Convertible Preferred Stock to Common Stock) for
      which such Warrant may still be exercised.







1.4  Fair
      Market Value .
      Fair
      Market Value of a share of Series A Convertible Preferred Stock as of a
      particular date (the “Determination Date”) shall mean:




(a)  If
      the
      Company’s Common Stock is traded on an exchange or is quoted on the National
      Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) National
      Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc.,
      then an amount equal to the product of the closing or last sale price,
      respectively, reported for the last business day immediately preceding the
      Determination Date for a share of such Common Stock, multiplied by the
      conversion rate then in place for the Series A Convertible Preferred Stock,
      as
      applicable, or following the Amendment, it shall simply be the aforesaid price
      for the Company’s Common Stock.




(b)  If
      the
      Company’s Common Stock is not traded on an exchange or on the NASDAQ National
      Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc.,
      but is traded in the over-the-counter market, then the mean of the closing
      bid
      and asked prices reported for the last business day immediately preceding the
      Determination Date for a share of such Common Stock, multiplied by the
      conversion ratio then in place for the Series A Convertible Preferred Stock,
      as
      applicable, or following the Amendment, it shall simply be the aforesaid price
      for the Company’s Common Stock.




(c)  Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree or in the absence of agreement
      by arbitration in accordance with the rules then standing of the American
      Arbitration Association, before a single arbitrator to be chosen from a panel
      of
      persons qualified by education and training to pass on the matter to be
      decided.




(d)  If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Series A Convertible Preferred Stock pursuant to the charter in the event of
      such liquidation, dissolution or winding up, plus all other amounts to be
      payable per share in respect of the Series A Convertible Preferred Stock in
      liquidation under the charter, assuming for the purposes of this clause
      (d) that all of the shares of Series A Convertible Preferred Stock then
      issuable upon exercise of all of the Warrants are outstanding at the
      Determination Date.







1.5  Company
      Acknowledgment .
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such rights.




1.6  Trustee
      for Warrant Holders .
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      Holders of the Warrants pursuant to Subsection 3.2, such bank or trust
      company shall have all the powers and duties of a warrant agent (as hereinafter
      described) and shall accept, in its own name for the account of the Company
      or
      such successor person as may be entitled thereto, all amounts otherwise payable
      to the Company or such successor, as the case may be, on exercise of this
      Warrant pursuant to this Section 1.




2.1  Delivery
      of Stock Certificates, etc. on Exercise .
      The
      Company agrees that the shares of Series A Convertible Preferred Stock (or
      following the Amendment the corresponding shares of Common Stock) purchased
      upon
      exercise of this Warrant shall be deemed to be issued to the Holder hereof
      as
      the record owner of such shares as of the close of business on the date on
      which
      this Warrant shall have been surrendered and payment made for such shares as
      aforesaid. As soon as practicable after the exercise of this Warrant in full
      or
      in part, and in any event within seven (7) days thereafter, the Company at
      its
      expense (including the payment by it of any applicable issue taxes) will cause
      to be issued in the name of and delivered to the Holder hereof, or as such
      Holder (upon payment by such Holder of any applicable transfer taxes) may direct
      in compliance with applicable securities laws, a certificate or certificates
      for
      the number of duly and validly issued, fully paid and nonassessable shares
      of
      Series A Convertible Preferred Stock (or following the Amendment, shares of
      Common Stock) to which such Holder shall be entitled on such exercise, plus,
      in
      lieu of any fractional share to which such Holder would otherwise be entitled,
      cash equal to such fraction multiplied by the then Fair Market Value of one
      full
      share, together with any other stock or other securities and property (including
      cash, where applicable) to which such Holder is entitled upon such exercise
      pursuant to Section 1 or otherwise.




3.  Adjustment
      for Reorganization, Consolidation, Merger, etc .




3.1.  Reorganization,
      Consolidation, Merger, etc .
      In case
      at any time or from time to time, the Company shall (a) effect a
      reorganization, (b) consolidate with or merge into any other person or
      (c) transfer all or substantially all of its properties or assets to any
      other person under any plan or arrangement contemplating the dissolution of
      the
      Company, then, in each such case, as a condition to the consummation of such
      a
      transaction, proper and adequate provision shall be made by the Company whereby
      the Holder of this Warrant, on the exercise hereof as provided in
      Section 1, at any time after the consummation of such reorganization,
      consolidation or merger or the effective date of such dissolution, as the case
      may be, shall receive, in lieu of the Series A Convertible Preferred Stock
      (or
      Common Stock following the Amendment) issuable on such exercise prior to such
      consummation or such effective date, the stock and other securities and property
      (including cash) to which such Holder would have been entitled upon such
      consummation or in connection with such dissolution, as the case may be, if
      such
      Holder had so exercised this Warrant, immediately prior thereto, all subject
      to
      further adjustment thereafter as provided in Section 4.







3.2.  Dissolution .
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      by
      the Holders of the Warrants after the effective date of such dissolution
      pursuant to this Section 3 to a bank or trust company selected by the
      Company, as trustee for the Holder or Holders of the Warrants.




3.3.  Continuation
      of Terms .
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the shares of stock and other securities and property receivable on the exercise
      of this Warrant after the consummation of such reorganization, consolidation
      or
      merger or the effective date of dissolution following any such transfer, as
      the
      case may be, and shall be binding upon the issuer of any such stock or other
      securities, including, in the case of any such transfer, the person acquiring
      all or substantially all of the properties or assets of the Company, whether
      or
      not such person shall have expressly assumed the terms of this Warrant as
      provided in Section 4. In the event this Warrant does not continue in full
      force and effect after the consummation of the transaction described in this
      Section 3, then only in such event will the Company’s securities and
      property (including cash, where applicable) receivable by the Holders of the
      Warrants be delivered to the Trustee as contemplated by
      Section 3.2.




4.  Extraordinary
      Events Regarding Capital Stock .
      In the
      event that the Company shall (a) issue additional shares of its capital
      stock as a dividend or other distribution on outstanding capital stock,
      (b) subdivide its outstanding shares of capital stock or (c) combine
      its outstanding shares of capital stock into a smaller number of shares of
      its
      capital stock, then, in each such event, the Purchase Price shall,
      simultaneously with the happening of such event, be adjusted by multiplying
      the
      then Purchase Price by a fraction, the numerator of which shall be the number
      of
      shares of capital stock outstanding immediately prior to such event and the
      denominator of which shall be the number of shares of capital stock outstanding
      immediately after such event, and the product so obtained shall thereafter
      be
      the Purchase Price then in effect. The Purchase Price, as so adjusted, shall
      be
      readjusted in the same manner upon the happening of any successive event or
      events described herein in this Section 4. The number of shares of capital
      stock that the Holder of this Warrant shall thereafter, on the exercise hereof
      as provided in Section 1, be entitled to receive shall be increased to a
      number determined by multiplying the number of shares of capital stock that
      would otherwise (but for the provisions of this Section 4) be issuable on
      such exercise by a fraction of which (a) the numerator is the Purchase
      Price that would otherwise (but for the provisions of this Section 4) be in
      effect, and (b) the denominator is the Purchase Price in effect on the date
      of such exercise.




5.  Certificate
      as to Adjustments .
      In each
      case of any adjustment or readjustment in the shares of Series A Convertible
      Preferred Stock (or following the amendment the corresponding shares of Common
      Stock) issuable on the exercise of the Warrants, the Company at its expense
      will
      promptly cause its Chief Financial Officer or other appropriate designee to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or
      receivable by the Company for any additional shares of Series A Convertible
      Preferred Stock issued or sold or deemed to have been issued or sold,
      (b) the number of shares of Series A Convertible Preferred Stock
      outstanding or deemed to be outstanding and (c) the Purchase Price and the
      number of shares of Series A Convertible Preferred Stock to be received upon
      exercise of this Warrant, in effect immediately prior to such adjustment or
      readjustment and as adjusted or readjusted as provided in this Warrant (subject
      to adjustment as to the aforesaid subparagraphs for Common Stock following
      the
      Amendment). The Company will forthwith mail a copy of each such certificate
      to
      the Holder of the Warrant and any Warrant Agent of the Company (appointed
      pursuant to Section 9 hereof).







6.  Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements .
      From
      and after the Issue Date of this Warrant, the Company will at all times reserve
      and keep available, solely for issuance and delivery on the exercise of the
      Warrants, all shares of Series A Convertible Preferred Stock (or following
      the
      Amendment, all shares of Common Stock) from time to time issuable on the
      exercise of the Warrant.




7.  Assignment;
      Exchange of Warrant .
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”) with respect to any or all of the Shares. On the surrender for
      exchange of this Warrant, with the Transferor’s endorsement in the form of
      Exhibit B attached hereto (the “Transferor Endorsement Form”) and together
      with evidence reasonably satisfactory to the Company demonstrating compliance
      with applicable securities laws, the Company at its expense, but with payment
      by
      the Transferor of any applicable transfer taxes) will issue and deliver to
      or on
      the order of the Transferor thereof a new Warrant or Warrants of like tenor,
      in
      the name of the Transferor and/or the transferee(s) specified in such Transferor
      Endorsement Form (each a “Transferee”), calling in the aggregate on the face or
      faces thereof for the number of shares of Series A Convertible Preferred Stock
      (or following the Amendment, the shares of Common Stock) called for on the
      face
      or faces of the Warrant so surrendered by the Transferor.




8.  Replacement
      of Warrant .
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.




9.  Warrant
      Agent .
      The
      Company may, by written notice to the each Holder of the Warrant, appoint an
      agent for the purpose of issuing Series A Convertible Preferred Stock (or
      following the Amendment, shares of Common Stock) on the exercise of this Warrant
      pursuant to Section 1, exchanging this Warrant pursuant to Section 7,
      and replacing this Warrant pursuant to Section 8, or any of the foregoing,
      and thereafter any such issuance, exchange or replacement, as the case may
      be,
      shall be made at such office by such agent.




10.  Transfer
      on the Company’s Books .
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered Holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.







11.  Notices .
      All
      notices and other communications from the Company to the Holder of this Warrant
      shall be mailed by first class registered or certified mail, postage prepaid,
      or
      sent via Federal Express or other bonded overnight courier, at such address
      as
      may have been furnished to the Company in writing by such Holder or, until
      any
      such Holder furnishes to the Company an address, then to, and at the address
      of,
      the last Holder of this Warrant who has so furnished an address to the Company.




12.  Miscellaneous .
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against whom enforcement
      of
      such change, waiver, discharge or termination is sought. This Warrant shall
      be
      construed and enforced in accordance with and governed by the laws of Illinois.
      Any dispute with respect to this Warrant shall be litigated: (i) in the state
      or
      federal courts situated in Cook County, Illinois, to which jurisdiction and
      venue all parties consent; and (ii) by bench trial, with each party waiving
      his,
      her or its right to trial by jury.









IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.




CAPITAL
                GROWTH SYSTEMS, INC.By:Its:













**Exhibit A**




FORM
      OF
      SUBSCRIPTION




(to
      be
      signed only on exercise of Warrant)









TO:
      CAPITAL GROWTH SYSTEMS, INC.




The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.Mellon-1), hereby irrevocably elects to purchase (check applicable
      box):




shares
                of the Series A Convertible Preferred Stock covered by such Warrant
                if
                this exercise is prior to the Amendment; orshares
                of Common Stock covered by such Warrant if this exercise is following
                the
                Amendment.The
                undersigned herewith makes payment of the full purchase price for
                such
                shares at the price per share provided for in such Warrant, which
                is
                $___________. Such payment takes the form of cash.The
                undersigned requests that the certificates for such shares be issued
                in
                the name of, and delivered to
                ______________________________________________________ whose address
                is


The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock underlying this Warrant under
      the
      Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an
      exemption from registration under the Securities Act.




Dated:Signature
                must conform to name of holder as specified on the face of the
                Warrant)(Address)





A-1




**Exhibit B**




FORM
      OF
      TRANSFEROR ENDORSEMENT




(To
      be
      signed only on transfer of Warrant)




For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Series
      A
      Convertible Preferred Stock (if prior to the “Amendment” as defined in the
      within Warrant) or of Common Stock (if following the date of the “Amendment:”)
      of Capital Growth Systems, Inc. to which the within Warrant relates specified
      under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of Capital Growth
      Systems, Inc. with full power of substitution in the premises.




***Transferees***
            ***Percentage
                Transferred***
            ***Number
                Transferred***








Dated:(Signature
                must conform to name of holder as specified on the face of the
                warrant)Signed
                in the presence of:(Name)(Address)ACCEPTED
                AND AGREED:[TRANSFEREE](Address)(Name)




B-1