**EXHIBIT
      10.16**











**INDUCEMENT
      AGREEMENT**





THIS
      INDUCEMENT AGREEMENT (this “Agreement”) is made as of September 8, 2006 by and
      between Venture
      Equities Management, Inc .
      (“VEMI”) and 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 VEMI
      (the “Loan”) in order to fund a convertible bridge loan from Mellon to Capital
      Growth Systems, Inc., a Florida corporation (“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 extending the Loan to Mellon, VEMI requires that CGSY issue to
      VEMI
      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. VEMI is unwilling to fund the Loan without the issuance of the
      Warrant, and CGSY is desirous of causing the Loan to be funded so that it will
      be able to obtain a minimum of $5,000,000 of subscriptions for bridge loans
      (including the Bridge Loan), as a condition precedent to breaking of escrow;
      the
      proceeds of the bridge loans will be used to fund (in part) CGSY’s acquisition
      of 20/20 Technologies, Inc. and general working capital needs of CGSY and
      subsidiaries.





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 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 VEMI; (ii) issue the Warrant to VEMI; (iii) fund
      the $45,000 loan fee payable by Mellon to VEMI (subject to funding no later
      than
      the maturity date of the Note); and (iv) pay all legal fees incurred by Mellon
      in connection with the funding of the Note.





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.





The
      parties acknowledge that this Agreement has been prepared on behalf of VEMI
      by
      Shefsky & Froelich Ltd. (“S&F”), and not in its capacity as counsel for
      CGSY. S&F has advised the parties that it has provided legal services in the
      past for CGSY, which may be deemed a conflict of interest, and S&F has
      advised Mellon and CGSY to retain independent counsel with respect to the
      subject matter hereof. By execution hereof, the parties consent to the provision
      of services by S&F on behalf of CGSY with respect to the subject matter of
      this Agreement.





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.





2


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.





3.11  Legal
      Fees of Documenting Transaction .
      CGSY
      shall reimburse the VEMI for VEMI’s attorney’s fees and costs in documenting and
      negotiating the Loan and with respect to the ancillary documentation associated
      therewith.





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




VEMI:
            
            MELLON:Venture
                Equities Management, Inc.
            
            Mellon
                Enterprises, Limited PartnershipBy:
            
            
            By:
            /s/
                George MellonIts:
            
            
            
            George
                MellonGeneral
                Partner and PresidentAddress:
            
            
            Address:CGSY:Capital
                Growth Systems, Inc.By:
            /s/
                Derry L. BehmIts:
            Chief
                Financial OfficerAddress:
            50
                East Commerce DriveSuite
                ASchaumburg,
                IL 60173





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 (the “Warrant Amount”) of the Company first set forth above 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.
  2
 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.
  3
 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.
  4
 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).
  5
 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.
  6
  IN
        WITNESS WHEREOF, the Company has executed this Warrant as of the date first
        written above.
  CAPITAL
                  GROWTH SYSTEMS, INC.By:Its:
 
 
 7
   **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.VEMI-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