**EXHIBIT
      10.8**




THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND IN THE ABSENCE OF
      SUCH REGISTRATION MAY NOT BE SOLD OR TRANSFERRED UNLESS THE ISSUER OF THIS
      WARRANT HAS RECEIVED AN OPINION OF ITS COUNSEL, OR OF COUNSEL REASONABLY
      SATISFACTORY TO IT, THAT THE PROPOSED SALE OR TRANSFER WILL NOT VIOLATE THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE
      SECURITIES LAW.








Warrant
      No. _____





Issue
      Date: August 24, 2006








WARRANT
      TO PURCHASE COMMON STOCK OF





CAPITAL
      GROWTH SYSTEMS, INC.


(a
      Florida corporation)





This
      is
      to certify that Mellon Enterprises, LLC, or its permitted assigns (“Holder”), is
      entitled to purchase, subject to the provisions of this Warrant, from Capital
      Growth Systems, Inc., its successors and assigns (the “Company”), at any time on
      or after the Issue Date and for a period of five (5) years after the Issue
      Date
      (the “Exercise Period”), 250,000 shares of Common Stock (the “Warrant Shares”),
      for an exercise price equal to $.65 per share of Common Stock to be issued
      hereunder.





The
      number of shares of Common Stock to be received upon the exercise of this
      Warrant and the exercise price to be paid for a share of Common Stock may be
      adjusted from time to time as herein set forth. The exercise price for the
      shares of Common Stock in effect at any time is hereinafter sometimes referred
      to as the “Exercise Price.”





1.  Method
      of Exercise .
      Subject
      to the other provisions of this Warrant, this Warrant may only be exercised
      in
      whole or in part during the Exercise Period by (i) payment of the Exercise
      Price
      by either (A) cash or a certified or bank check, payable to the order of the
      Company or (B) a written notice to the Company that Holder is exercising this
      Warrant (or a portion thereof) by authorizing the Company to withhold from
      issuance a number of shares of Warrant Shares issuable upon exercise of this
      Warrant which when multiplied by the Market Price of the Warrant Shares is
      equal
      to the aggregate Exercise Price (and such withheld shares shall no longer be
      issuable under this Warrant), and (ii) presentation and surrender of this
      Warrant to the Company with the exercise notice substantially in the form
      attached hereto as Exhibit A duly
      executed (the “Exercise Notice”). Upon receipt by the Company of this Warrant
      and the Exercise Notice in proper form for exercise, the Holder shall be deemed
      to be the Holder of record of the shares of Common Stock issuable upon such
      exercise, notwithstanding that the stock transfer books of the Company shall
      then be closed or that certificates representing such shares of Common Stock
      shall not then be actually delivered to the Holder. The Company shall use its
      best efforts to issue the proper stock certificate within five (5) business
      days
      of receiving all required documentation. Such stock certificate shall bear
      such
      legends as the Company may deem necessary or appropriate.








2.  Payment
      of Taxes .
      The
      Company shall pay all expenses in connection with the issue or delivery of
      this
      Warrant, other than any tax or charge imposed by law upon Holder, in which
      case
      such taxes or charges shall be paid by Holder.





3.  Fractional
      Shares .
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. With respect to any fraction of a share called
      for
      upon exercise hereof, the Company shall pay to the Holder an amount in cash
      equal to such fraction multiplied by the current Market Price of a full
      share.





4.  Exchange,
      Assignment or Loss of Warrant .





(a)  Exchange .
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company for other Warrants in identical
      form of different denominations entitling the Holder thereof to purchase in
      the
      aggregate the same number of shares of Common Stock purchasable
      hereunder.





(b)  Assignment .
      This
      Warrant may be freely assigned and transferred by the Holder without the consent
      of the Company; provided, however, no Holder shall assign or transfer this
      Warrant (or any portion hereof) to any Person that competes in whole or in
      part
      with the Company. Any assignment shall be made by surrender of this Warrant
      to
      the Company with the assignment form substantially in the form attached hereto
      as Exhibit B duly
      executed (the “Assignment Form”). The Company shall, within five (5) business
      days of receipt of the Warrant and Assignment Form, execute and deliver a new
      Warrant in identical form in the name of the assignee named in such instrument
      of assignment and this Warrant shall promptly be canceled, subject to such
      assignee’s acknowledgement and consent to be bound by the terms this Warrant and
      the documents and instruments related thereto. This Warrant may be divided
      or
      may be combined with other Warrants which carry the same rights upon
      presentation hereof at the office of the Company together with a written notice
      specifying the names and the denominations in which new Warrants are to be
      issued and signed by the Holder hereof. The term “Warrant” as used herein
      includes any Warrants issued in substitution for or replacement of this Warrant
      or into which this Warrant may be divided or exchanged.





(c)  Loss .
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction, or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant if mutilated, the Company will execute and will
      deliver a new Warrant in identical form. Any such new Warrant executed and
      delivered shall constitute an additional contractual obligation on the part
      of
      the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated
      shall be at any time enforceable by anyone.








5.  Rights
      of the Holder .
      The
      Holder, by virtue hereof, shall not be entitled to any rights of a shareholder
      in the Company, either at law or in equity, and the rights of the Holder are
      limited to those expressed in this Warrant.





6.  Exercise
      Price .
      In
      order to prevent dilution of the exercise rights granted hereunder, the Exercise
      Price will be subject to adjustment from time to time pursuant to this
      Section 6.





(a)  Adjustments
      for Other Dividends and Distributions .
      In the
      event the Company at any time prior to the expiration of this Warrant makes
      or
      issues, or fixes a record date for the determination of holders of Common Stock
      entitled to receive, a dividend or other distribution payable in securities
      of
      the Company other than shares of Common Stock, then and in each such event
      provision shall be made so that the Holder shall receive upon exercise thereof,
      in addition to the number of shares of Common Stock receivable thereupon, the
      amount of securities of the Company which the Holder would have received had
      this Warrant been exercised for Common Stock on the date of such event and
      had
      the Holder thereafter, during the period from the date of such event to and
      including the exercise date, retained such securities receivable by the Holder
      as aforesaid during such period, subject to all other adjustments called for
      during such period under this Section 6 with respect to the rights of the Holder
      of this Warrant.





(b)  Subdivision
      or Combination of Common Stock .
      If the
      Company at any time subdivides (by any stock split, stock dividend,
      recapitalization or otherwise) one or more classes of its outstanding shares
      of
      Common Stock into a greater number of shares, the number of shares of Common
      Stock for which this Warrant is exercisable shall immediately be proportionately
      increased, and if the Company at any time combines (by reverse stock split
      or
      otherwise) one or more classes of its outstanding shares of Common Stock into
      a
      smaller number of shares, the number of shares of Common Stock for which this
      Warrant is exercisable shall immediately be proportionately
      decreased.





(c)  Reorganization,
      Reclassification, Consolidation, Merger or Sale .
      Any
      capital reorganization, reclassification, consolidation, merger or sale of
      all
      or substantially all of the Company’s assets to another Person which 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 an “Organic
      Change”. Prior to the consummation of any Organic Change, the Company shall
      provide Holder with notice of such Organic Change, such notice to be at least
      thirty (30) days prior to the consummation of the Organic Change. The Holder
      shall have a period of thirty (30) days to exercise this Warrant (which exercise
      may be conditioned upon the consummation of the Organic Change), and upon
      consummation of the Organic Change, this Warrant and any unexercised Warrant
      Shares shall automatically terminate. In the event the Organic Change is not
      consummated, this Warrant shall remain in full force and effect.





(d)  Certain
      Events .
      If any
      event occurs of the type contemplated by the provisions of this Section 6
      but not expressly provided for by such provisions, then the Company’s board of
      directors and the Company will make an appropriate adjustment in the Exercise
      Price so as to protect the rights of the Holder hereunder.








7.  Definitions .





(a)  “Common
      Stock” means, collectively, the Company’s common stock, par value
      $.0001.





(b)  “Market
      Price” of any security means the average of the closing prices of such
      security’s sales on all securities exchanges on which such security may at the
      time be listed, or, if there has been no sales on any such exchange on any
      day,
      the average of the highest bid and lowest asked prices on all such exchanges
      at
      the end of such day, or, if on any day such security is not so listed, the
      average of the representative bid and asked prices quoted in the NASDAQ System
      as of 4:00 P.M., New York time, or, if on any day such security is not quoted
      in
      the NASDAQ System, the average of the highest bid and lowest asked prices on
      such day in the domestic over-the-counter market as reported by the National
      Quotation Bureau, Incorporated, or any similar successor organization, in each
      such case averaged over a period of 21 days consisting of the day as of which
      “Market Price” is being determined and the 20 consecutive business days prior to
      such day. If at any time such security is not listed on any securities exchange
      or quoted in the NASDAQ System or the over-the-counter market, the “Market
      Price” will be the fair value thereof determined by the Company’s board of
      directors, in good faith.





(c)  “Person”
      means an individual, a partnership, a limited liability company, a corporation,
      an association, a joint stock company, a trust, a joint venture, an
      unincorporated organization and a governmental entity or any department, agency
      or political subdivision thereof.





8.  Notices .
      Except
      as otherwise expressly provided, all notices referred to herein will be in
      writing and will be delivered by registered or certified mail, return receipt
      requested, postage prepaid and will be deemed to have been given when so mailed
      (i) to the Company at its principal executive offices, and (ii) to Holder at
      Holder’s address as provided to the Company in writing from time to
      time.





9.  Applicable
      Law .
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Illinois.





IN
      WITNESS WHEREOF, Capital Growth Systems, Inc. has caused this Warrant to be
      signed by its duly authorized officer and dated as of the date set forth
      above.


**CAPITAL
              GROWTH SYSTEMS, INC.**By:
            /s/ Thomas
              HudsonName:
              Thomas HudsonTitle: Chief
              Executive Officer









**Exhibit
      A**





**Exercise
      Notice**








[To
      be
      executed only upon exercise of Warrant]





The
      undersigned registered owner of this Warrant irrevocably exercises this Warrant
      for the purchase of __________ Shares of Common Stock of Capital Growth Systems,
      Inc. and herewith makes payment therefor, all at the price and on the terms
      and
      conditions specified in this Warrant and requests that certificates for the
      shares of Common Stock hereby purchased (and any securities or property issuable
      upon such exercise) be issued in the name of and delivered to
      _________________________ whose address is _________________________ and, if
      such shares of Common Stock shall not include all of the shares of Common Stock
      issuable as provided in this Warrant, that a new Warrant of like tenor and
      date
      for the balance of the shares of Common Stock issuable hereunder be delivered
      to
      the undersigned.








Dated:
      __________      _________________________________


(Name
      of Registered
      Owner)





_________________________________


(Signature
      of Registered
      Owner)





_________________________________


(Street
      Address)





_________________________________


(City)
      (State)  (Zip
      Code)








**Exhibit
      B**





**Assignment
      Form**








FOR
      VALUE
      RECEIVED the undersigned registered owner of this Warrant, hereby sells, assigns
      and transfers unto the Assignee named below all of the rights of the undersigned
      under this Warrant, with respect to the number of shares of Common Stock set
      forth below:





No. of Shares ofName
                  and Address of Assignee
              
              Common
                Stock





and
      if
      such shares of Common Stock shall not include all of the shares of Common Stock
      issuable as provided in this Warrant, then new Warrants of like tenor and date
      shall be issued. The undersigned does hereby irrevocably constitute and appoint
      _________________________ attorney-in-fact to register such transfer on the
      books of Capital Growth Systems, Inc., maintained for the purpose, with full
      power of substitution in the premises.


Dated:
        __________      _________________________________
 (Name
        of Registered
        Owner)
 
 _________________________________
 (Signature
        of Registered
        Owner)