EXHIBIT 10.4

STOCK  PLEDGE  AGREEMENT  dated as of January  28, 2005 (as  amended,  modified,
supplemented or restated from time to time, the  "Agreement"),  executed by each
of LOUIS S. SLAUGHTER and DOUGLAS LOCKIE (each a "Pledgor" and  collectively the
"Pledgors"),  in favor of Edward S. Gutman,  in his capacity as collateral agent
for the ratable  benefit of the  Noteholders,  as  hereinafter  defined (in such
capacity, the "Agent").

                                    RECITALS

      WHEREAS,  on the terms and  subject to the  conditions  contained  in that
certain Securities Purchase Agreement, dated as of January 28, 2005 by and among
Gigabeam   Corporation,   a  Delaware   corporation  (the  "Borrower")  and  the
Noteholders (as amended,  modified,  supplemented or restated from time to time,
the "Securities  Purchase  Agreement"),  the Borrower will issue for purchase by
various  purchasers (each a "Noteholder" and collectively the "Noteholders") its
8% Senior  Convertible Notes Due 2008 in an aggregate  principal amount of up to
$2,500,000 (each, a "Note" and collectively the "Notes"), together with warrants
to purchase a specified number of shares of its common stock; and

      WHEREAS,  concurrently  herewith  the  Borrower and the Agent are entering
into that certain General Security Agreement,  dated on or about the date hereof
(as amended,  modified  supplemented or restated from time to time, the "General
Security Agreement"),  pursuant to which the Notes shall be ratably secured by a
perfected lien on and first priority  security  interest in substantially all of
the Borrower's  personal  property,  subject to certain exclusions and permitted
encumbrances, as described in the General Security Agreement; and

      WHEREAS, in order to induce the Noteholders to purchase the Notes, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, and to assure and secure the payment and performance of the
Borrower's   obligations  under  the  Notes,  the  Pledgors  are  executing  and
delivering this Agreement.

      NOW, THEREFORE, in consideration of the foregoing,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Pledgors and the Agent hereby agree as follows:

      1. The Obligations.  Each of the Pledgors  agrees,  on a joint and several
basis,  to be liable for the  payment  when due of the  accrued  interest on and
principal of the Notes,  provided,  however,  that the liability of each Pledgor
hereunder shall be on a non-recourse  basis to any Pledgor  personally or to any
assets  or  properties  of  any  Pledgor,  other  than  the  Pledged  Stock,  as
hereinafter defined. The non-recourse liability of the Pledgors described in the
previous sentence is hereinafter referred to as the "Obligations".

      2. Pledge;  Grant of Security  Interest.  To secure the prompt payment and
performance of the Obligations, each Pledgor hereby grants to the Agent, for the
ratable benefit of the  Noteholders,  a continuing  security  interest in all of
such Pledgor's  right,  title and interest in and to all of the "Pledged Stock",
and all "Proceeds" thereof. As used herein, the term "Pledged Stock" shall mean,
as to each Pledgor,  the number of issued and outstanding shares of common stock
issued by the Borrower to, and owned by, such Pledgor and identified on SCHEDULE
A hereto, and the term "Proceeds" shall have the meaning provided in the Uniform
Commercial  Code  adopted  by the state,  the laws of which  shall  govern  this
Agreement,  and,  in any  event,  shall  include,  without  limitation,  (i) all
dividends,  interest and all other income  derived from, or payable with respect
to, or in exchange for, the Pledged Stock,  (ii) all  collections on the Pledged
Stock and all distributions  with respect to the Pledged Stock,  (iii) all other
property from time to time received,  receivable or otherwise  distributed  with
respect to, or in exchange for, the Pledged  Stock,  and (iv) any  consideration
received from any sale, transfer,  assignment,  conveyance or disposition of any
of the Pledged  Stock.  The Pledged Stock and the Proceeds  shall be referred to
collectively herein as the "Collateral."

<PAGE>

      3. The Agent.  The Collateral  will be held by the Agent as the collateral
agent for the ratable benefit of the  Noteholders,  and will be so held by it in
the registered name of the Pledgors, until such time as the Noteholders,  by the
requisite  number,  authorize the Agent to exercise remedies with respect to the
Collateral  after  the  occurrence  of an  Acceleration  Event,  as  hereinafter
defined. Any enforcement,  action or waiver by the Agent hereunder shall only be
undertaken  upon the  approval of the holders of at least a majority of the then
outstanding principal of the Notes.

      4. Delivery of Pledged  Stock;  Additional  Actions.  Within five business
days of the date  hereof,  each  Pledgor  shall  deliver to the Agent all of the
certificates  evidencing the Pledged Stock pledged by such Pledgor to the Agent,
duly endorsed by such Pledgor to the Agent if necessary (and  accompanied by any
transfer  tax stamps  required  in  connection  with the pledge of such  Pledged
Stock),  together with undated stock powers  covering such Pledged  Stock,  duly
executed in blank by such Pledgor to the Agent.  Each Pledgor agrees that at any
reasonable  time at the  reasonable  request of the Agent and at the  expense of
such  Pledgor,  such Pledgor will promptly  execute and deliver,  or cause to be
executed and delivered, all stock certificates and powers, proxies, assignments,
instruments and documents,  and promptly take all further action, that the Agent
reasonably  determines  is necessary or desirable to (i) perfect and protect any
security  interest  granted or purported to be granted by this  Agreement,  (ii)
enable the Agent to exercise  and enforce the  Noteholders'  rights and remedies
under this Pledge,  and/or (iii) otherwise carry out the provisions and purposes
of this Agreement.

      5. Representations and Warranties. Each Pledgor represents and warrants to
the Agent, as to such Pledgor, that:

            (a) The Pledged Stock owned by such Pledgor has been duly authorized
and validly issued and is fully paid and non-assessable.

            (b) Such Pledgor is the record and beneficial  owner of such Pledged
Stock, free and clear of any security interest, except for the security interest
created  under  this  Agreement,   with  full  right  to  deliver,  pledge,  and
collaterally assign such Pledged Stock to the Agent.

            (c) This Agreement creates a valid security interest in such Pledged
Stock, securing the payment of the Obligations.


                                       2
<PAGE>

            (d) No authorization, approval, or other action by, and no notice to
or filing with, any  governmental  authority or regulatory  body is required for
the grant by such Pledgor of the security  interest created hereunder or for the
execution, delivery or performance of this Agreement by such Pledgor.

            (e) The  execution,  delivery and  performance of this Agreement are
not in  contravention  of law or, to such Pledgor's  knowledge,  of any material
agreement to which such Pledgor is a party or by which such Pledgor is bound.

      6. Affirmative Covenants. Each Pledgor covenants and agrees with the Agent
that,  from and after the effective date of this  Agreement,  such Pledgor shall
(i) maintain the security  interest created in favor of the Agent in the Pledged
Stock owned by such  Pledgor  pursuant  to this  Agreement  as a valid  security
interest free and clear of any competing  claims or liens,  and (ii) defend such
security interest against claims and demands of all persons whomsoever.

            7. Voting Rights; Dividends; Etc.

            (a) So long as no Event of Default (as defined in Section 14 hereof)
shall have  occurred and be  continuing  (i) each  Pledgor  shall be entitled to
exercise  or refrain  from  exercising  any and all voting and other  consensual
rights  pertaining  to the Pledged Stock or any part thereof for any purpose not
inconsistent  with the  terms of this  Agreement;  (ii)  each  Pledgor  shall be
entitled to receive  and retain any and all  dividends  and other  distributions
paid in respect of the  Pledged  Stock;  and (iii) the Agent  shall  execute and
deliver  (or cause to be  executed  and  delivered)  to each  Pledgor,  all such
proxies and other  instruments  as such Pledgor may  reasonably  request for the
purpose of enabling  such  Pledgor to exercise the voting and other rights which
such Pledgor is entitled to exercise pursuant to clause (i) above and to receive
the  dividends  and other  distributions  which such  Pledgor is  authorized  to
receive pursuant to clause (ii) above.

            (b) Upon the  occurrence  and during the  continuance of an Event of
Default (as defined in Section 14 hereof):

                  (i) All rights of the  Pledgors to  exercise  or refrain  from
exercising  the voting and other  consensual  rights  which the  Pledgors  would
otherwise be entitled to exercise pursuant to Section 7(a)(i) and to receive the
dividends  and  other  distributions  which  the  Pledgors  would  otherwise  be
authorized to receive and retain pursuant to Section  7(a)(ii) shall cease,  and
all such  rights  shall  thereupon  become  vested in the Agent on behalf of the
Noteholders,  which  shall  thereupon  have the sole right (as  directed  by the
holders  of at least a  majority  of the then  outstanding  principal  amount of
Notes) to exercise or refrain from exercising  such voting and other  consensual
rights  and to  receive  and hold as  Pledged  Stock  such  dividends  and other
distributions;

                  (ii) All dividends and other  distributions which are received
by any Pledgor contrary to the provisions of this Section 7 shall be received in
trust for the benefit of the  Noteholders,  shall be segregated from other funds
of such Pledgor and shall be forthwith paid over to the Agent,  as Pledged Stock
in  the  same  form  as  so  received  (with  any  necessary   indorsements   or
assignments); and


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<PAGE>

                  (iii) Each Pledgor  shall  execute and deliver (or cause to be
executed and delivered) to the Agent, all such proxies and other  instruments as
the Agent may reasonably  request for the purpose of enabling it to exercise the
voting and other rights which it is entitled to exercise  pursuant to clause (i)
above  and  to  receive  the  dividends  and  other  distributions  which  it is
authorized to receive pursuant to clause (ii) above.

      8.  Transfers and Other Liens.  Each Pledgor agrees that such Pledgor will
not (i) sell, assign, transfer,  convey,  exchange,  pledge or otherwise dispose
of, or grant any option, warrant, right, contract or commitment with respect to,
any of the  Pledged  Stock  owned by such  Pledgor,  without  the prior  written
consent  of the Agent,  which  consent  shall not be  unreasonably  withheld  or
delayed, or (ii) create or permit to exist any security interest with respect to
any of the  Pledged  Stock,  except for the  security  interest  created by this
Agreement.

      9.  Application of Proceeds of Sale of Pledged Stock.  All monies received
by the Agent shall be applied  ratably against the Obligations in the same order
as set forth in Section 7(b) of the General Security Agreement.

      10. The Agent Appointed Attorney-in-Fact. After and during the continuance
of an Event of Default (as defined in Section 14 hereof),  each  Pledgor  hereby
appoints the Agent as such  Pledgor's  attorney-in-fact,  with full authority in
the  place  and  stead  of such  Pledgor  and in the  name of  such  Pledgor  or
otherwise, from time to time in the Agent's discretion to take any action and to
execute  any  instrument  which the Agent may deem  necessary  or  advisable  to
accomplish the purposes of this Agreement,  including,  without  limitation,  to
receive,  indorse and collect all drafts and other  instruments  made payable to
such Pledgor  representing any dividend,  interest payment or other distribution
in respect of the Pledged Stock owned by such Pledgor or any part thereof and to
give full discharge for the same.

      11. The Agent May  Perform.  If a Pledgor  fails to perform any  agreement
contained  herein,  the Agent may, but without any  obligation  to do so, itself
perform, or cause performance of, such agreement.

      12.  Reasonable  Care.  The  Agent  shall  be  deemed  to  have  exercised
reasonable  care in the custody  and  preservation  of the Pledged  Stock in its
possession if the Pledged  Stock is accorded  treatment  substantially  equal to
that which the Agent  accords its own  property,  it being  understood  that the
Agent shall not have any  responsibility  for (i)  ascertaining or taking action
with  respect to calls,  conversions,  exchanges,  maturities,  tenders or other
matters relative to any Pledged Stock, whether or not the Agent has or is deemed
to have  knowledge  of such  matters,  or (ii)  taking  any  necessary  steps to
preserve rights against any parties with respect to any Pledged Stock; provided,
however,  that upon a  Pledgor's  instruction,  the Agent  shall use  reasonable
efforts  to take such  action  as such  Pledgor  directs  the Agent to take with
respect to calls, conversions,  exchanges,  maturities,  tenders, rights against
other  parties or other similar  matters  relative to the Pledged Stock owned by
such Pledgor, but failure of the Agent to comply with any such request shall not
of itself be deemed a failure to exercise reasonable care, and no failure of the
Agent to  preserve  or protect  any rights  with  respect to the  Pledged  Stock
against prior parties,  shall be deemed a failure to exercise reasonable care in
the custody or preservation of the Pledged Stock.


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<PAGE>

      13. Subsequent Changes Affecting Pledged Stock. Each Pledgor represents to
the Agent that such Pledgor has made his own  arrangements  for keeping informed
of changes or  potential  changes  affecting  the  Pledged  Stock  owned by such
Pledgor (including,  but not limited to, rights to convert, rights to subscribe,
payment of  dividends,  reorganization  or other  exchanges,  tender  offers and
voting  rights),   and  such  Pledgor  agrees  that  the  Agent  shall  have  no
responsibility  or liability for  informing  such Pledgor of any such changes or
potential  changes or for taking any action or  omitting to take any action with
respect thereto.

      14. Events of Default; Remedies upon an Acceleration Event.

            (a) Each of the  following  events  shall  constitute  an  "Event of
Default" under this  Agreement:  (i) the Borrower shall fail to pay when due and
payable any scheduled  installment of interest on or principal of the Notes (and
such  failure  shall not have been  cured  within 20 days after  written  notice
thereof  by the Agent to the  Borrower),  (ii) any  material  representation  or
material  warranty made herein by any Pledgor shall be false or incorrect in any
material  respect  when  made or  (iii)  the  breach  of any  material  covenant
contained  herein by any  Pledgor,  and the failure to cure such  breach  within
thirty (30) days after such Pledgor shall have received  written  notice thereof
from the Agent.

            (b) If any Event of Default shall have  occurred and be  continuing,
and as a consequence thereof, the Noteholders,  by the requisite number provided
in the Securities Purchase Agreement, shall have accelerated the maturity of the
Notes and shall not have rescinded such acceleration (an "Acceleration  Event"),
the Agent shall have all of the rights and remedies  with respect to the Pledged
Stock of a secured party under the  applicable  Uniform  Commercial  Code,  and,
subject to the terms  contained in  paragraph  (c) hereof,  the Agent may,  with
reasonable  prior  written  notice and at its option,  transfer or register  the
Pledged  Stock or any part thereof on the books of the Borrower into the name of
the Agent, or its  nominee(s),  with or without any indication that such Pledged
Stock is subject to the security  interest  hereunder.  In view of the fact that
federal and state securities laws may impose certain  restrictions on the method
by which a sale of the  Pledged  Stock  may be  effected  after an  Acceleration
Event,  each  Pledgor  agrees  that  upon  the  occurrence  or  existence  of an
Acceleration Event and during the continuance  thereof, the Agent (or a party or
parties  designated by the Agent) may, from time to time, attempt to sell all or
any part of the Pledged Stock by means of a private  placement,  restricting the
prospective  purchasers to those who can make the representations and agreements
required of purchasers of securities  in private  placements.  In so doing,  the
Agent (or a party or parties  designated by the Agent) may solicit offers to buy
the  Pledged  Stock,  or any part of it,  for  cash,  from a  limited  number of
investors deemed by the Agent (or its designees) in its (or their) judgment,  to
be responsible  parties who might be interested in purchasing the Pledged Stock,
and if the Agent and/or its  designees  solicits  such offers from not less than
three (3) such investors,  then the acceptance by the Agent of the highest offer
obtained  therefrom  shall be deemed to be a commercially  reasonable  method of
disposition of the Pledged Stock.  In addition,  upon the occurrence of an Event
of Default and during the  continuance  thereof,  all rights of each  Pledgor to
exercise  the voting and other  rights  which such  Pledgor  would  otherwise be
entitled to exercise and to receive cash dividends and interest payments,  shall
cease,  and all such  rights  shall  thereupon  become  vested  in the  Agent as
provided in Section 7.


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<PAGE>

            (c)  Notwithstanding  anything  to the  contrary  contained  in this
Agreement,  or in any of the Notes,  the  Securities  Purchase  Agreement or the
General Security Agreement,  or in any other agreement now or hereafter existing
between or among the Borrower,  any of the Noteholders,  the Agent or any of the
Pledgors,  the Agent may not commence  any exercise of remedies  with respect to
any of the  Collateral  unless and until (i) it shall first have  exhausted  all
commercially reasonable efforts to dispose of the "Collateral",  as such term is
defined  in the  General  Security  Agreement  and (ii) it shall have given each
Pledgor not less than twenty (20) days written notice thereof.

      15.  Termination.  This Agreement shall terminate when all the Obligations
have been fully paid and  performed,  at which time the Agent shall reassign and
redeliver (or cause to be reassigned and redelivered) to the applicable Pledgor,
or to such person or persons as such Pledgor shall  designate,  against receipt,
such of the  Pledged  Stock (if any) as shall  not have  been sold or  otherwise
applied by the Agent  pursuant to the terms hereof and shall still be held by it
hereunder,  together with  appropriate  instruments of reassignment and release.
Any such  reassignment  shall be without  recourse upon or warranty by the Agent
and at the expense of such Pledgor.  Upon  termination  of this  Agreement,  the
Agent shall execute and deliver to the applicable Pledgor such documents as such
Pledgor shall reasonably  request to evidence such termination and the discharge
and release of the Agent's security  interest in the Pledged Stock owned by such
Pledgor.

      16.  Amendments,  Waivers and  Consents.  Neither this  Agreement  nor any
portion  or  provisions  hereof  may  be  changed,  modified,  amended,  waived,
supplemented,  discharged,  cancelled or  terminated  orally or by any course of
dealing,  or in any manner other than by an agreement in writing,  signed by the
Agent and each Pledgor.

      17.  Notices.  Any notice  required  or  desired  to be  served,  given or
delivered  hereunder  shall be in writing  (including  facsimile  transmission),
shall be  addressed  and shall be deemed to have been validly  served,  given or
delivered if so addressed and sent by overnight mail, as follows:

            (a) If to the Agent, then to:

                         Edward S. Gutman, as Agent
                         888 Seventh Avenue
                         New York, NY 10106

                With a copy to:

                         Graubard Miller
                         The Chrysler Building
                         405 Lexington Avenue - 19th Floor
                         New York, NY 10174
                         Attention: David Alan Miller, Esq.


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<PAGE>

            (b) If to any Pledgor, then to

                         Louis S. Slaughter
                         195 Binney Street
                         Apt. 2208
                         Cambridge, MA  02142

                With a copy to:

                         Blank Rome LLP
                         The Chrysler Building
                         405 Lexington Avenue - 23rd Floor
                         New York, NY  10174
                         Attention:  Elise M. Adams, Esq.

      18. Continuing Security Interest. This Agreement shall create a continuing
security  interest in the  Pledged  Stock and shall (i) remain in full force and
effect  until  payment in full of the  Obligations;  (ii) be  binding  upon each
Pledgor, and the heirs, successors and assigns of each as applicable;  and (iii)
inure to the benefit of the Pledgee and its successors, transferees and assigns.

      19.  Governing  Law;  Terms.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG
NEW YORK  RESIDENTS  ENTERED INTO AND TO BE PERFORMED  ENTIRELY  WITHIN NEW YORK
(the "Choice of Law State").  Unless otherwise defined herein,  terms defined in
Articles 8 and 9 of the Uniform  Commercial  Code, as in effect in the Choice of
Law State, are used herein as therein defined. Whenever possible, each provision
of this  Agreement  shall be  interpreted  in such manner as to be effective and
valid under  applicable  law, but, if any provision of this  Agreement  shall be
interpreted in such manner as to be ineffective or invalid under applicable law,
such  provisions  shall be  ineffective  or  invalid  only to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

      20. Consent To Jurisdiction;  Service of Process;  Jury Trial Waiver. Each
Pledgor  and the Agent (1)  agrees  that any legal  suit,  action or  proceeding
arising out of or relating to this Agreement shall be instituted  exclusively in
New York  State  Supreme  Court,  County of New York,  or in the  United  States
District  Court  for the  Southern  District  of New York,  and (2)  irrevocably
consents to the jurisdiction of the New York State Supreme Court,  County of New
York, and the United States District Court for the Southern District of New York
in any such suit, action or proceeding.  Each Pledgor waives any objection which
such Pledgor may have now or hereafter to the venue of any such suit,  action or
proceeding.  Each Pledgor and the Agent further agrees to accept and acknowledge
service of any and all process  which may be served in any such suit,  action or
proceeding  in the New York State Supreme  Court,  County of New York, or in the
United States  District  Court for the Southern  District of New York and agrees
that  service of  process  upon such  Pledgor  mailed by  certified  mail to his
address set forth below shall be deemed in every  respect  effective  service of
process upon such Pledgor,  in any such suit, action or proceeding.  THE PARTIES
HERETO  AGREE TO WAIVE THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.


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<PAGE>

      21. Definitions.  The singular shall include the plural and vice versa and
any gender shall include any other gender as the text shall indicate.

      22. Section  Headings.  The section headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.

      IN WITNESS  WHEREOF,  each of the Agent and the Pledgors  have each caused
this Stock  Pledge  Agreement to be duly  executed and  delivered as of the date
first above written.

                                        PLEDGORS:


                                        /s/ Louis S. Slaughter
                                        ----------------------------
                                        LOUIS S. SLAUGHTER
                                        195 Binney Street, Apt. 2208
                                        Cambridge, MA 02142


                                        /s/ Douglas Lockie
                                        ----------------------------
                                        DOUGLAS LOCKIE
                                        19267 Mountain Way
                                        Los Gatos, CA 95030


                                        AGENT:


                                        /s/ Edward S. Gutman
                                        ----------------------------
                                        EDWARD S. GUTMAN
                                        888 Seventh Avenue
                                        New York, NY 10106


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<PAGE>

                                   SCHEDULE A

                          Description of Pledged Stock

NAME OF PLEDGOR                      CERTIFICATE NO.            NUMBER OF SHARES
---------------                      ---------------            ----------------

Louis S. Slaughter                    ____________                   540,993

Douglas Lockie                        ____________                   540,993


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