**EXHIBIT
        10.2**
 
 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: July 28, 2006
 
 
 WARRANT
        TO PURCHASE COMMON STOCK OF
 
 CAPITAL
        GROWTH SYSTEMS, INC.
 (a
        Florida corporation)
 
 This
        is
        to certify that Augustine Capital Management, LLC, or his, her 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 three (3)
        years after the Issue Date (the “Exercise Period”), 150,000 shares of Common
        Stock (the “Warrant Shares”), for an exercise price equal to $0.50 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 (the “Exercisable Shares”) and the exercise price to be paid for a share
        of Common Stock (the “Exercise Price”) may be adjusted from time to time as
        herein set forth.
 
 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 that no Holder shall assign or transfer
        this
        Warrant (or any portion hereof) to any Person that directly competes in whole
        or
        in significant 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, either (i) consent to
        such
        assignment and 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, or (ii) notify the Holder that the Company is withholding
        its consent to such assignment. 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.  Anti-Dilution
        Adjustments .
        In
        order to prevent dilution of the exercise rights granted hereunder, the terms
        of
        this Warrant 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 hereof,
        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, then simultaneously with the
        happening of such event, (i) the Exercise Price shall, be adjusted by
        multiplying the then Exercise Price by a fraction, the numerator of which
        shall
        be the number of shares of Common Stock outstanding immediately prior to
        such
        event and the denominator of which shall be the number of shares of Common
        Stock
        outstanding immediately after such event, and the product so obtained shall
        thereafter be the Exercise Price then in effect, and (ii) the number of shares
        of Common Stock for which this Warrant is exercisable shall be proportionately
        increased. 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, then simultaneously with the happening of such
        event,
        the Exercise Price and the number of shares of Common Stock for which this
        Warrant is exercisable shall immediately be proportionately
        decreased.
 
 (c)  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 and number of Exercisable Shares so as to protect the rights of the
        Holder
        hereunder.
 
 (d)  Subsequent
        Adjustments .
        The
        Exercise Price and number of Exercisable Shares, as so adjusted pursuant
        to this
        Section, shall be readjusted in the same manner upon the happening of any
        successive event or events described herein in this Section 6.
 
 
 7.  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) cash, 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 reference
        this
        Section 7 and to be delivered 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.
 
 8.  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.
 
 9.  Reservation
        of Stock .
        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
        Warrant, such number of shares of Common Stock as may from time to time be
        issuable on the exercise of the Warrant.
 
 
 10.  Piggyback
        Registration .
        If the
        Company proposes to file a Registration Statement in connection with a public
        offering of any of its securities (other than a Registration Statement on
        Form
        S-4 or Form S-8, or any comparable successor form or form substituting therefor,
        or filed in connection with any exchange offer or an offering of securities
        solely to the Company’s existing equity holders) (a ”Piggyback Registration
        Statement”), whether or not for sale for its own account, then each such time
        the Company shall give written notice of a proposed offering (a “Piggyback
        Notice”) to the Holder of its intention to effect such a registration at least
        twenty (20) days prior to the anticipated filing date of such Piggyback
        Registration Statement. The Piggyback Notice shall offer the Holder the
        opportunity to include in such Piggyback Registration Statement such amount
        of
        Exercisable Shares as it may request. The Company will include in such Piggyback
        Registration Statement (and related qualifications under blue sky laws) and
        the
        underwriting, if any, involved therein, all Exercisable Shares with respect
        to
        which the Company has received a written request from Holder for inclusion
        therein within fifteen (15) days after receipt of the Piggyback Notice.
        Notwithstanding the above, the Company may determine, at any time, not to
        proceed with such Piggyback Registration Statement.
  11.  Notices .
        Except
        as otherwise expressly provided, all notices referred to herein will be in
        writing and will be deemed duly given upon personal delivery, or on the third
        day after mailing if sent by registered or certified mail, postage prepaid,
        return receipt requested, or on the day after mailing if sent by a nationally
        recognized overnight delivery service which maintains records of the time,
        place
        and recipient of delivery, in each case addressed (i) to the Company at its
        principal executive offices, and (ii) to Holder at Holder’s address as it
        appears in the stock records of the Company (unless otherwise indicated by
        Holder).
 
 12.  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 G. Hudson
                Name:
                  Thomas G. Hudson
                Title:
                  CEO
   
 **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)