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                                   EXHIBIT 4.2

                  THESE SECURITIES HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED, OR ANY STATE SECURITIES LAWS.
                  THEY HAVE BEEN ACQUIRED SOLELY FOR
                  INVESTMENT AND NOT WITH A VIEW TO, OR IN
                  CONNECTION WITH, THE SALE OR DISTRIBUTION
                  THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR
                  SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
                  DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE
                  REGISTRATION STATEMENT RELATED THERETO OR
                  AN OPINION OF COUNSEL, SATISFACTORY IN
                  FORM AND SUBSTANCE TO THE COMPANY THAT
                  SUCH REGISTRATION IS NOT REQUIRED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED AND
                  ANY APPLICABLE STATE SECURITIES LAWS.

                                     WARRANT
            TO PURCHASE COMMON STOCK OF CAPITAL GROWTH SYSTEMS, INC.

No.:                                                            __________, 2004
Number of Shares:
Holder:

         1. Number of Shares of Common Stock; Exercise Price; Term. This Warrant
is being issued to the holder hereof ("Holder") as a replacement for that
certain Bridge Warrant ("Bridge Warrant") previously issued to the Holder by
Nexvu Technologies, LLC, a Delaware limited liability company ("Nexvu"), which
Bridge Warrant entitled the Holder to purchase Class B Membership Interests in
Nexvu and/or Shares of Common Stock in Capital Growth Systems, Inc., a Florida
corporation (the "Company"). The Bridge Warrant is hereby superseded by this
Warrant. The Holder is hereby entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time after the date hereof and at or
prior to December 31, 2006 (the "Term of this Warrant"), but not thereafter, to
acquire from the Company, in whole or in part, from time to time _________ fully
paid and nonassessable shares of the Common Stock, par value $0.0001 per share,
of the Company ("Common Stock"). The exercise price of the Common Stock to be
issued pursuant to this Warrant shall be $1.35 per share, as adjusted pursuant
to Section 10 hereof (the "Exercise Price"). The Exercise Price is subject to
adjustment as provided herein, and all references to "Common Stock" and
"Exercise Price" herein shall be deemed to include any such adjustment or series
of adjustments.

         2. Exercise of Warrant. The purchase rights represented by this Warrant
are exercisable by the Holder, in whole or in part, at any time, or from time to
time, during the Term of this Warrant, by the surrender of this Warrant and the
Notice of Exercise annexed hereto, all duly completed and executed on behalf of
the Holder at the office of the Company at 1100 East Woodfield Road, Suite 100,
Schaumburg, Illinois 60173 (or such other office or agency of the Company as it
may designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company). Payment of the Exercise Price for the
shares of

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Common Stock thereby purchased shall be made by cash, certified or cashier's
check, or wire transfer payable to the order of the Company, at the time of
exercise, in an amount equal to the purchase price of the shares of Common Stock
thereby purchased. Thereupon, the Holder of this Warrant shall be entitled to
receive from the Company a stock certificate in proper form representing the
number of shares of Common Stock so purchased, and a new Warrant in
substantially identical form and dated as of such exercise for the purchase of
that number of shares of Common Stock equal to the difference, if any, between
the number of shares of Common Stock subject hereto and the number of shares of
Common Stock as to which this Warrant is so exercised.

         3. Issuance of Common Stock. Certificates for shares of Common Stock
purchased hereunder shall be delivered to the Holder hereof within a reasonable
time after the date on which this Warrant shall have been exercised in
accordance with the terms hereof. All shares of Common Stock that may be issued
upon the exercise of this Warrant shall, upon such exercise, be duly and validly
authorized and issued, fully paid and nonassessable and free from all taxes,
liens and charges in respect of the issuance thereof (other than liens or
charges created by or imposed upon the Holder hereof as the Holder of the
Warrant or taxes in respect of any transfer occurring contemporaneously or
otherwise specified herein). The Company agrees that the shares of Common Stock
so issued shall be and shall for all purposes be deemed to have been issued to
the Holder hereof as the record owner of such shares of Common Stock as of the
close of business on the date on which this Warrant shall have been exercised in
accordance with the terms hereof.

         4. No Fractional Common Stock or Scrip. No fractional shares of Common
Stock or scrip representing fractional shares of Common Stock shall be issued
upon the exercise of this Warrant. In lieu of any fractional shares of Common
Stock to which the Holder hereof would otherwise be entitled, the Holder hereof
shall be entitled, at the Company's option, to receive either (i) a cash payment
equal to the excess of fair market value for such fractional shares of Common
Stock above the Exercise Price for such fractional shares of Common Stock (as
determined in good faith by the Company) or (ii) a whole share of Common Stock
if the Holder hereof tenders the Exercise Price for one whole share of Common
Stock.

         5. No Rights as Shareholders. This Warrant does not entitle the Holder
hereof to any voting rights or other rights as a stockholder of the Company.

         6. Charges, Taxes and Expenses. Certificates for shares of Common Stock
issued upon exercise of this Warrant shall be issued in the name of the Holder
hereof. Issuance of certificates for shares of Common Stock upon the exercise of
this Warrant shall be made without charge to the Holder hereof for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company.

         7. Exchange and Registry of Warrant. This Warrant is exchangeable, upon
the surrender hereof by the Holder hereof as the registered holder at the office
or agency of the Company referenced in Section 2 above, for a new Warrant on
substantially identical form and dated as of such exchange. The Company shall
maintain at the office or agency referenced in Section 2 above, a registry
showing the name and address of the Holder hereof as the registered holder of
this Warrant. This Warrant may be surrendered for exchange or exercise, in



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accordance with its terms, at the office of the Company, and the Company shall
be entitled to rely in all respects, prior to written notice to the contrary,
upon such registry.

         8. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in the case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation
and reissuance, in lieu of this Warrant.

         9. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or a Sunday or shall be a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day
not a Saturday or a Sunday or a legal holiday.

         10. Adjustments of Rights. The purchase price per share of Common Stock
and the number of shares of Common Stock purchasable hereunder are subject to
adjustment from time to time as follows:

                  (a) Merger or Consolidation. If at any time there shall be a
         merger or a consolidation of the Company with or into a corporation or
         pursuant to a transfer of the shares of capital stock of the Company
         for stock of a corporation or pursuant to a sale of all or
         substantially all the Company's assets for stock of a corporation when
         the Company is not the surviving corporation, then, as part of such
         merger or consolidation or transfer or sale, lawful provision shall be
         made so that the Holder hereof shall thereafter be entitled to receive
         upon exercise of this Warrant, during the period specified herein and
         upon payment of the aggregate Exercise Price then in effect, the number
         of shares of stock or other securities or property (including cash) of
         the successor corporation resulting from such merger or consolidation
         or transfer or sale, to which the Holder hereof as the Holder of the
         shares of Common Stock deliverable upon exercise of this Warrant would
         have been entitled in such merger or consolidation or transfer or sale
         if this Warrant had been exercised immediately before such merger or
         consolidation. In any such case, appropriate adjustment shall be made
         in the application of the provisions of this Warrant with respect to
         the rights and interests of the Holder hereof as the Holder of this
         Warrant after the merger or consolidation or transfer or sale. This
         provision shall apply to successive mergers or consolidations.
         Similarly, if the merger, consolidation, transfer or sale applies
         between the Company and a limited liability company or other form of
         entity, then the aforesaid provisions of this Section 10(a) shall apply
         as if such other entity were the corporation referenced above (with all
         references to "shares" to apply to the form of ownership unit of such
         entity).

                  (b) Reclassification, Recapitalization, etc. If the Company at
         any time shall, by subdivision, combination or reclassification of
         securities, recapitalization, automatic conversion, or other similar
         event affecting the number or character of outstanding shares of Common
         Stock, or otherwise, change any of the securities as to which purchase
         rights under this Warrant exist into the same or a different number of
         securities of any other

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         class or classes, this Warrant shall thereafter represent the right to
         acquire such number and kind of securities as would have been issuable
         as the result of such change with respect to the securities that were
         subject to the purchase rights under this Warrant immediately prior to
         such subdivision, combination, reclassification or other change.

                  (c) Split, Subdivision or Combination of Shares. If the
         Company at any time while this Warrant remains outstanding and
         unexpired shall split, subdivide or combine the securities as to which
         purchase rights under this Warrant exist, the Exercise Price shall be
         proportionately decreased in the case of a split or subdivision or
         proportionately increased in the case of a combination.

                  (d) Adjustment of Number of Shares of Common Stock. Upon each
         adjustment in the Exercise Price pursuant to Section 10(a), 10(b) or
         10(c) hereof, the number of shares of Common Stock purchasable
         hereunder shall be adjusted, to the nearest whole share, to the product
         obtained by multiplying the number of shares of Common Stock
         purchasable immediately prior to such adjustment in the Exercise Price
         by a fraction: (i) the numerator of which shall be the Exercise Price
         immediately prior to such adjustment; and (ii) the denominator of which
         shall be the Exercise Price immediately after such adjustment.

         11. Notice of Adjustments; Notices. Whenever the Exercise Price or
number or type of securities issuable hereunder shall be adjusted pursuant to
Section 10 hereof, the Company shall issue and provide to the Holder hereof as
the holder of this Warrant a certificate signed by an officer of the Company
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated and
the Exercise Price and number of shares of Common Stock purchasable hereunder
after giving effect to such adjustment.

         12. Governing Law. This Warrant shall be binding upon any successors or
assigns of the Company. This Warrant shall constitute a contract under the laws
of Illinois and for all purposes shall be construed in accordance with and
governed by the laws of said state, without giving effect to the conflict of
laws principles. Any dispute regarding this Warrant shall be litigated in the
state or federal courts situated in Cook County, Illinois, without a trial by
jury, to which jurisdiction all parties consent.

         13. Legends. Unless and until the shares of Common Stock are registered
under the Securities Act of 1933, as amended, the certificate evidencing the
shares of Common Stock purchasable per this Warrant shall bear the legends set
forth on the Notice of Exercise form appended to this Warrant.

         14. Amendments. This Warrant may be amended and the observance of any
term of this Warrant may be waived only with the written consent of the Company
and the Holder hereof.

         15. Notice. All notices hereunder shall be in writing and shall be
effective (a) on the day on which delivered if delivered personally or
transmitted by telex or telegram or telecopier with evidence of receipt, (b) one
business day after the date on which the same is delivered to a

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nationally recognized overnight courier service with evidence of receipt, or (c)
five business days after the date on which the same is deposited, postage
prepaid, in the U.S. mail, sent by certified or registered mail, return receipt
requested, and addressed to the party to be notified at the address indicated
below for the Company (or such other address as the Company shall maintain from
time-to-time for its central office), or at the address for the Holder set forth
in the registry maintained by the Company pursuant to Section 7, or at such
other address and/or telecopy or telex number and/or to the attention of such
other person as the Company or the Holder may designate by ten-day advance
written notice.

         16. Entire Agreement. This Warrant contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous arrangements or undertakings with respect thereto.

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         IN WITNESS WHEREOF, Company has caused this Warrant to be executed by
its duly authorized officer.

                                        COMPANY:

                                        CAPITAL GROWTH SYSTEMS, INC.

                                        By:_____________________________________
                                        Its_____________________________________

                                        WARRANT HOLDER:

                                        ________________________________________
                                        [NAME]

                                        ________________________________________
                                        [SIGNATURE]

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                               NOTICE OF EXERCISE

To: CAPITAL GROWTH SYSTEMS, INC. (the "Company")

         1. The undersigned hereby exercises the right to purchase ___________
shares of Common Stock (the "Shares") which the undersigned is entitled to
purchase by the terms of the attached Warrant according to the conditions
thereof, and herewith makes payment of $__________ by cash, certified or
cashier's check or wire transfer payable to the order of the Company.

         2. The Shares to be received by the undersigned upon exercise of the
Warrant are being acquired for the undersigned's own account, not as a nominee
or agent, and not with a view to resale or distribution of any part thereof, and
the undersigned has no present intention of selling, granting any participation
in, or otherwise distributing the same, except in compliance with applicable
federal and state securities laws. The undersigned further represents that the
undersigned does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participation to such person or to
any third person, with respect to the Shares. The undersigned believes the
undersigned has received all the information it considers necessary or
appropriate for deciding whether to purchase the Shares.

         3. The undersigned understands that the Shares are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Company in transactions not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act of 1933, as amended (the
"Act"), only in certain limited circumstances. In this connection, the
undersigned represents that the undersigned is familiar with Rule 144 of the
Act, as presently in effect, and understands the resale limitations imposed
thereby and by the Act.

         4. The undersigned understands the certificates evidencing the Shares
may bear one or all of the following legends:

         (a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."

         (b) Any legend required by applicable state law.

         5. The provisions of Sections 2, 3 and 4, above shall only apply if and
to the extent that the Shares are not registered under the Securities Act of
1933, as amended.

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         6. Please issue a certificate or certificates representing said Shares
in the name of the undersigned.

Dated:__________________________                ________________________________
                                                [SIGNATURE]

                                                ________________________________
                                                [NAME]

         7. Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned.

Dated:__________________________                ________________________________
                                                [SIGNATURE]

                                                ________________________________
                                                [NAME]

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