EXHIBIT 10.1

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                          SECURITIES PURCHASE AGREEMENT

                                  BY AND AMONG

                              GIGABEAM CORPORATION

                                       AND

                                  THE INVESTORS

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                             Dated: January 28, 2005

<PAGE>

                          SECURITIES PURCHASE AGREEMENT

      THIS  SECURITIES  PURCHASE  AGREEMENT (the  "Agreement") is made as of the
28th  day of  January  2005,  by and  among  GigaBeam  Corporation,  a  Delaware
corporation  ("Company"),  and the investors listed on the SCHEDULE OF INVESTORS
attached hereto ("Investors").

                              W I T N E S S E T H:

      WHEREAS, pursuant to the provisions of this Agreement, the Company desires
to sell to the Investors, and the Investors desire to purchase from the Company,
(a) 8%  senior  convertible  notes  in the form  attached  as  EXHIBIT  A hereto
("Notes") in the aggregate principal amount of up to $2,500,000 ("Maximum"), and
(b)  warrants  in the  form  attached  as  EXHIBIT  B  hereto  equal  to (x) 1/7
(one-seventh) of the principal amount of the Notes purchased hereby,  multiplied
by (y) 1.25 ("Warrants"), each to purchase one share (collectively, the "Warrant
Shares") of the Company's common stock,  $0.001 par value per share (the "Common
Stock"); and

      WHEREAS,  the Company and each Investor are executing and delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by Section 4(2) of the  Securities Act of 1933, as amended  ("Securities  Act"),
and Rule 506 of  Regulation  D  ("Regulation  D") as  promulgated  by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act.

      NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth in this  Agreement,  and for other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties do hereby
agree as follows:

      1.  Purchase  and Sale of Notes  and  Warrants.  Subject  to the terms and
conditions of this  Agreement,  the Investors  hereby agree to purchase from the
Company,  and the Company hereby agrees to issue and sell to the Investors,  the
principal  amount of Notes and the number of Warrants  set forth  opposite  each
Investor's  name on the Schedule of Investors,  for an aggregate  purchase price
per  Investor  equal to the  principal  amount  of the Notes  purchased  by such
Investor  and  set  forth  opposite  such  Investor's  name on the  Schedule  of
Investors (the "Securities Purchase").

      2. Closing. The Securities Purchase shall be consummated concurrently with
the execution of this Agreement  ("Closing") at the offices of Graubard  Miller,
The Chrysler  Building,  405 Lexington  Avenue,  19th Floor,  New York, New York
10174 at 10:00 a.m., on January 28, 2005.  Thereafter,  in the event the Maximum
has not been  sold at the  Closing,  the  Company  shall  have the  right  until
February  28,  2005 to sell and hold  closings  ("Subsequent  Closings")  on the
unsold portion of the Maximum to additional investors ("Subsequent  Investors"),
without  prior  notice  to  the  Investors.   Each  Subsequent   Investor  shall
participate  in the  Securities  Purchase on the same terms as the Investors and
shall become a signatory to this Agreement and the other agreements  executed by
the Investors as  contemplated  hereby,  and the Schedule of Investors  shall be
amended to include such Subsequent Investors as Investors.

<PAGE>

      3. Representations and Warranties of the Company. The Company hereby makes
the following representations and warranties to the Investors, qualified only by
the information set forth in the Schedule of Related  Information and Exceptions
attached hereto as EXHIBIT C:

            3.1 Organization, Good Standing, and Qualification. The Company is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the  State  of  Delaware,  and has all  requisite  corporate  power  and
authority  to  carry on its  business  as now  conducted.  The  Company  is duly
qualified and is in good standing in each  jurisdiction  in which the failure so
to qualify  would not  reasonably  be expected to have,  individually  or in the
aggregate,  a  material  adverse  effect on the  business,  assets,  properties,
rights,  prospects  and results of  operations  of the Company  taken as a whole
("Material Adverse Effect").

            3.2 Subsidiaries.  The Company does not presently own an interest in
any corporation,  association, or other business entity, other than as set forth
in the  Schedule of Related  Information  and  Exceptions.  The Company is not a
party to any joint venture,  partnership, or similar arrangement,  other than as
set forth in the Schedule of Related Information and Exceptions.

            3.3 Capitalization. The number of authorized, issued and outstanding
shares of capital  stock of the Company is set forth in the  Schedule of Related
Information and Exceptions and,  except as disclosed  therein,  no securities of
the Company are entitled to preemptive or similar rights. Except as disclosed in
the Schedule of Related  Information  and  Exceptions,  there are no outstanding
options,  warrants,  script rights to subscribe to, calls or  commitments of any
character whatsoever to which the Company is a party relating to, or securities,
except  as a result of the  purchase  and sale of the  Securities,  or rights or
obligations convertible into or exchangeable for, or giving any person any right
to  subscribe  for or  acquire,  any  shares  of  Common  Stock,  or  contracts,
commitments,  understandings,  or  arrangements  by which the  Company is or may
become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. To the knowledge of the
Company,  except  as  specifically  disclosed  in the SEC  Reports  or the  2004
Registration  Statement (each as defined  below),  no person or group of related
persons  beneficially  owns (as  determined  pursuant to Rule 13d-3  promulgated
under the Securities  Exchange Act of 1934, as amended (the "Exchange Act")), or
has the right to acquire by  agreement  with or by  obligation  binding upon the
Company, beneficial ownership of in excess of 5% of the Common Stock.

            3.4  Registration  Rights.  Except as set forth in the  Schedule  of
Related Information and Exceptions, no holder of any of the Company's securities
has any  "piggyback"  or demand  registration  rights with  respect to which the
Company has not already registered such securities and no party has any right to
have any securities owned by such party included on the  Registration  Statement
which the Company covenants to file with the SEC to register the securities sold
hereunder ("2005 Registration Statement").

            3.5 No Right to Receive or  Purchase.  None of the  issuance  of the
Notes and Warrants  sold  hereunder,  the issuance of the shares of Common Stock
issuable upon conversion of such Notes (the "Conversion  Shares"),  the issuance
of  shares  of Common  Stock in  payment  of  certain  interest  under the Notes
("Interest  Shares")  nor  the  issuance  of the  Warrant  Shares  (such  Notes,
Warrants,  Conversion  Shares,  Interest Shares and Warrant Shares  collectively
referred  to herein  as the  "Securities")  will  give any  holder of any of the
Company's  outstanding  shares  of  Common  Stock,  options,  warrants  or other
convertible  securities or rights to purchase  securities of the Company (a) the
right to receive or purchase any additional  shares of Common Stock or any other
securities of the Company,  or (b) the right to an  anti-dilution  adjustment to
any outstanding securities of the Company.


                                      -2-
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            3.6  Authorization.  Except as  disclosed in the Schedule of Related
Information and Exceptions, all corporate action on the part of the Company, its
officers,  directors,  and  shareholders  necessary  for the (a)  authorization,
execution,  and  delivery  of (i) this  Agreement,  (ii) the  Notes,  (iii)  the
Warrants,  (iv) the Warrant  Agreement in the form  attached as EXHIBIT D hereto
("Warrant  Agreement")  and (v) the  Security  Agreement  attached  as EXHIBIT E
hereto ("Security  Agreement" and collectively  with this Agreement,  the Notes,
the Warrants and the Warrant Agreement,  the "Transaction  Documents"),  (b) the
performance of all  obligations of the Company  hereunder and thereunder and (c)
the authorization,  issuance (or reservation for issuance),  and delivery of the
Securities,  has been taken and the Transaction  Documents  constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
respective terms,  except (1) as limited by applicable  bankruptcy,  insolvency,
reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other
laws  of  general  application   affecting   enforcement  of  creditors'  rights
generally,  (2) as limited by laws  relating  to the  availability  of  specific
performance,  injunctive  relief,  or other equitable  remedies,  and (3) to the
extent  the  indemnification  and  contribution   provisions  contained  in  the
Transaction Documents may be limited by applicable federal or state laws.

            3.7 Valid Issuance of Notes, Warrants and Common Stock.

                  (a)  The  Notes  and  the  Warrants  being  purchased  by  the
Investors  hereunder,  when issued,  sold, and delivered in accordance  with the
terms hereof for the consideration provided for herein, will be duly and validly
issued,  and,  based in part upon the  representations  of the Investors in this
Agreement,  will be issued in compliance  with all applicable  federal and state
securities  laws.  The  Conversion  Shares and Interest  Shares and the Warrants
Shares have been duly and validly  reserved for issuance  and,  upon issuance in
accordance with the terms of the Notes and the Warrants (and upon payment of the
exercise  price as required by the  Warrants),  respectively,  shall be duly and
validly issued, fully paid and nonassessable,  and issued in compliance with all
applicable  securities  laws,  as presently in effect,  of the United States and
each of the states  whose  securities  laws govern the issuance of the Notes and
the Warrants hereunder.

                  (b) All outstanding  shares of Common Stock of the Company are
duly and validly authorized and issued,  fully paid and nonassessable,  and were
issued in compliance with all applicable federal and state securities laws.

            3.8 Filings,  Consents and Approvals. The Company is not required to
obtain any consent,  waiver,  authorization  or order of, give any notice to, or
make any filing or registration  with, any court or other federal,  state, local
or  other  governmental  authority  or  other  person  in  connection  with  the
execution, delivery and performance by the Company of the Transaction Documents,
other than (a) a Form D in accordance  with  Regulation D promulgated  under the
Securities  Act, and  applicable  Blue Sky  filings,  (b) such filings as may be
necessary to perfect the security  interest  granted to the Investors  under the
Security  Agreement,  (c) such  filings  with the NASD as may be  required  with
respect to the listing of the Warrants on the OTC Bulletin Board as contemplated
by this Agreement,  (d) as disclosed on the Schedule of Related  Information and
Exceptions, and (e) in all other cases where the failure to obtain such consent,
waiver,  authorization  or order,  or to give such notice or make such filing or
registration would not reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.


                                      -3-
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            3.9  Litigation.  Except as set  forth in the  Schedule  of  Related
Information  and  Exceptions,  there is no action,  suit,  proceeding,  claim or
investigation pending or, to the knowledge of the Company,  currently threatened
against the Company which questions the validity of the  Transaction  Documents,
or the right of the  Company to enter  into any of them,  or to  consummate  the
transactions  contemplated  hereby or  thereby,  or which  would  reasonably  be
expected to have,  either  individually or in the aggregate,  a Material Adverse
Effect or cause any change in the current equity  ownership of the Company,  nor
is the Company  aware that there is any basis for the  foregoing.  The foregoing
includes,  without  limitation,  actions,  pending or  threatened  (or any basis
therefor  known to the Company),  involving  the prior  employment of any of the
Company's employees,  their use in connection with the Company's business of any
information  or  techniques  allegedly   proprietary  to  any  of  their  former
employers,  or their obligations under any agreements with prior employers.  The
Company  is not a  party  or  subject  to the  provisions  of any  order,  writ,
injunction,   judgment,   or  decree  of  any  court  or  government  agency  or
instrumentality.

            3.10 Patents and  Trademarks.  The Company has sufficient  title and
ownership  of, or has  otherwise  acquired  rights with respect to, all patents,
trademarks,  service marks, trade names, copyrights, trade secrets, information,
inventions,  proprietary rights, and processes necessary for its business as now
conducted  without any conflict  with or  infringement  of the rights of others.
Except as set forth in the Schedule of Related  Information and Exceptions,  the
Company  has not  received  any  communications  alleging  that the  Company has
violated  or, by  conducting  its  business  would  violate any of the  patents,
trademarks,  service marks, trade names, copyrights,  or trade secrets, or other
proprietary  rights of any other person or entity. The Company is not aware that
any of its employees,  officers, or consultants are obligated under any contract
(including  licenses,   covenants,  or  commitments  of  any  nature)  or  other
agreement,  or  subject  to any  judgment,  decree,  or  order  of any  court or
administrative  agency,  that would  interfere with the use of such  employee's,
officer's,  or  consultant's  commercially  reasonable  efforts to  promote  the
interests of the Company or that would  conflict with the Company's  business as
conducted.  Neither the execution nor delivery of the Transaction Documents, nor
the carrying on of the Company's  business by the employees of the Company,  nor
the  conduct  of the  Company's  business,  will,  to the  Company's  knowledge,
conflict with or result in a breach of the terms, conditions,  or provisions of,
or constitute a default under, any contract, covenant, or instrument under which
any of such employees,  officers or consultants  are now obligated.  The Company
owns,  licenses  or  possesses  the  requisite  licenses  or  rights  to use all
trademarks,   service  marks,  service  names,  trade  names,  patents,   patent
applications,  and copyrights used and to be used by the Company in its business
(collectively,  "Intangibles").  The  Company  has in place all  confidentiality
agreements  with its employees,  consultants and third parties as are reasonably
necessary to protect the Company's Intangibles. The Company owns the Intangibles
free and clear of all liens, security interests or other encumbrances.


                                      -4-
<PAGE>

            3.11  Compliance  with  Other  Instruments.  The  Company  is not in
violation or default of any  provisions of its Amended and Restated  Certificate
of  Incorporation or Bylaws or, to its knowledge,  of any instrument,  judgment,
order, writ, decree, mortgage, indenture, lease, license or contract to which it
is a party or by which it is bound or, to its  knowledge,  of any  provision  of
federal, state, or local statute, rule, or regulation applicable to the Company,
except as would not reasonably be expected to have,  either  individually  or in
the  aggregate,  a  Material  Adverse  Effect.  The  execution,   delivery,  and
performance  of  the   Transaction   Documents  and  the   consummation  of  the
transactions contemplated thereby will not result in any such violation or be in
conflict with or  constitute,  with or without the passage of time and giving of
notice, either a default under any such provision,  instrument, judgment, order,
writ, decree or contract, or an event which results in the creation of any lien,
charge,  or  encumbrance  upon any  assets  of the  Company  or the  suspension,
revocation,  impairment,  forfeiture,  or  nonrenewal  of any  material  permit,
license,  authorization,  or approval applicable to the Company, its business or
operations,  or any of its assets or properties,  except as would not reasonably
be expected to have, either individually or in the aggregate, a Material Adverse
Effect.

            3.12 Accounting Controls. The Company maintains a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (a)
transactions  are executed in accordance with  management's  general or specific
authorizations; (b) transactions are recorded as necessary to permit preparation
of  financial  statements  in  conformity  with  generally  accepted  accounting
principles  and to  maintain  asset  accountability;  (c)  access  to  assets is
permitted   only  in   accordance   with   management's   general  or   specific
authorization;  and (d) the recorded  accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

            3.13  Material  Contracts.   All  material  contracts,   agreements,
instruments,  indentures,  mortgages,  loans, leases, licenses,  arrangements or
undertakings of any nature of the Company that are required to be filed with the
SEC  (collectively,  "Contracts") are included in the exhibit index set forth in
the Company's  Registration  Statement filed with and declared  effective by the
SEC, No. 333-116020  ("2004  Registration  Statement"),  the Quarterly Report on
Form 10-QSB for the quarterly  period ended  September 30, 2004 (the "10-Q") and
the Current  Reports on Form 8-K as filed on December  16, 2004 and November 26,
2004,  as any and all may have  been  updated  with  subsequent  filings  by the
Company with the SEC. The Company is not a party to any other material Contracts
that are required to be filed with the SEC.  Except in instances which would not
reasonably  be expected to have,  either  individually  or in the  aggregate,  a
Material Adverse Effect,  each of the Contracts is in full force and effect, the
Company has performed in all material respects all of its obligations thereunder
and is not in default thereunder, and no party to a Contract has made a claim to
the effect that the Company has failed to perform any obligations thereunder. To
the knowledge of the Company, there is no plan, intention,  or indication of any
contracting  party  to  a  Contract  to  cause   termination,   cancellation  or
modification  of such  Contract or to reduce or  otherwise  change its  activity
thereunder  so as to  adversely  affect in any  material  respect  the  benefits
derived or expected to be derived  therefrom by the  Company,  except where such
termination, cancellation or modification of such Contract or reduction or other
change would not reasonably be expected to have,  either  individually or in the
aggregate,  a  Material  Adverse  Effect.  The  Company  does  not  know  of the
occurrence  of any event or the existence of any state of facts that with notice
or the  passage  of time or both  could  cause  it to be in  default  under  any
Contract that would  reasonably be expected to have,  either  individually or in
the aggregate, a Material Adverse Effect.


                                      -6-
<PAGE>

            3.14  Employment  Matters.  The  Company  has  generally  enjoyed  a
satisfactory  employer-employee  relationship  with  its  employees  and  is  in
compliance with all federal, state and local laws and regulations respecting the
employment of its employees and  employment  practices,  terms and conditions of
employment and wages and hours  relating  thereto,  except where  noncompliance,
singly or in the aggregate,  would not have a Material  Adverse  Effect.  To the
Company's knowledge,  there are no pending investigations  involving the Company
by any  government,  Department  of  Labor  or  any  other  governmental  agency
responsible  for the  enforcement  of employment  laws and  regulations.  To the
Company's  knowledge,  there is no unfair  labor  practice  charge or  complaint
against  the  Company  pending  before a Labor  Relations  Board or any  strike,
picketing, boycott, dispute, slowdown or stoppage pending or, to the best of the
Company's  knowledge,  threatened  against  or  involving  the  Company  or  any
predecessor  entity  and  none  has  ever  occurred.   No  questions  concerning
representation  exist  respecting the employees of the Company and no collective
bargaining  agreement or modification  thereof is currently being  negotiated by
the Company. To the Company's knowledge,  no grievance or arbitration proceeding
is pending under any expired or existing collective bargaining agreements of the
Company,  if any.  The  Company  is not liable  for any  severance  pay or other
payments to any employee or former  employee  that remains  unsatisfied  arising
from  the  termination  of  employment,  other  than  payments  that  would  not
reasonably  be expected to have,  either  individually  or in the  aggregate,  a
Material Adverse Effect. The Company neither maintains, sponsors nor contributes
to, nor is it required to contribute to, any program or  arrangement  that is an
"employee  pension  benefit  plan," an  "employee  welfare  benefit  plan," or a
"multi-employer  plan" as such terms are  defined  in  Sections  3(2),  3(1) and
3(37), respectively,  of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")  ("ERISA Plans").  The Company does not maintain or contribute
to, and has at no time  maintained or contributed to, a defined benefit plan, as
defined in Section 3(35) of ERISA. If the Company does maintain or contribute to
a defined benefit plan, any termination of the plan on the date hereof would not
give rise to  liability  under  Title IV of ERISA.  No ERISA  Plan (or any trust
created thereunder) has engaged in a "prohibited transaction" within the meaning
of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as
amended  ("Code"),  that  could  subject  the  Company  to any tax  penalty  for
prohibited transactions and which has not adequately been corrected.  Each ERISA
Plan  is in  compliance  with  all  material  reporting,  disclosure  and  other
requirements  of the  Code and  ERISA as they  relate  to any such  ERISA  Plan.
Determination  letters have been received from the Internal Revenue Service with
respect to each ERISA Plan that is intended to comply with Code Section  401(a),
stating that such ERISA Plan and the attendant  trust are qualified  thereunder.
The Company has never completely or partially  withdrawn from a  "multi-employer
plan."


                                      -5-
<PAGE>

            3.15  Governmental  Proceedings.  There are no  outstanding  orders,
judgments  or  decrees  of any  court,  governmental  agency or other  tribunal,
domestic or foreign,  naming the Company and  enjoining the Company from taking,
or  requiring  the Company to take,  any action,  or to which the  Company,  its
properties or business is bound or subject.

            3.16 Permits. The Company has all franchises, permits, licenses, and
any similar  authority  necessary  for the conduct of its  business as now being
conducted  by it,  except  for  those by which  the lack  thereof  would  not be
reasonably expected to have, either individually or in the aggregate, a Material
Adverse  Effect.  The Company  believes it can obtain,  without  undue burden or
expense,  any similar authority for the conduct of its business as planned to be
conducted.  The Company is not in default in any material  respect  under any of
such franchises, permits, licenses, or other similar authority.

            3.17 Compliance with Laws. The conduct of business by the Company as
presently and proposed to be conducted is not subject to  continuing  oversight,
supervision,  regulation or examination by any governmental  official or body of
the United  States or any other  jurisdiction  wherein the  Company  conducts or
proposes to conduct such business, except the Federal Communications Commission,
applicable state communications regulatory bodies and those governing commercial
enterprises generally.  The Company has not received any notice of any violation
of or noncompliance with, any federal, state, local or foreign laws, ordinances,
regulations  and  orders  (including,  without  limitation,  those  relating  to
environmental  protection,  occupational  safety and health,  federal securities
laws, equal  employment  opportunity,  consumer  protection,  credit  reporting,
"truth-in-lending",  and  warranties  and  trade  practices)  applicable  to its
business,  the violation of, or  noncompliance  with,  which would reasonably be
expected to have,  either  individually or in the aggregate,  a Material Adverse
Effect and the  Company  knows of no facts or set of  circumstances  which would
give rise to such a notice.

            3.18 Title to Property and Assets.  With respect to the property and
assets it owns,  except as set forth in the Schedule of Related  Information and
Exceptions,  the  Company  owns such  property  and assets free and clear of all
mortgages,   liens,  loans,  pledges,  security  interests,   claims,  equitable
interests,  charges, and encumbrances,  except such encumbrances and liens which
arise in the  ordinary  course of  business  and do not  materially  impair  the
Company's  ownership  or use of such  property  or assets.  With  respect to the
property  and assets it leases,  the Company is in  compliance  with such leases
and,  to its  knowledge,  holds a valid  leasehold  interest  free of any liens,
claims, or encumbrances.

            3.19 Tax Returns,  Payments,  and Elections.  The Company has timely
filed all tax returns and reports as required by law,  and all such  returns and
reports are true and correct in all material respects.  The Company has paid all
taxes and other  assessments due, if any. The provision for taxes of the Company
as shown in the financial  statements included in the 10-Q is adequate for taxes
due or accrued as of the date thereof.

            3.20  Insurance.  The  Company has in full force and effect fire and
casualty  insurance  policies,  with  extended  coverage,  sufficient  in amount
(subject to reasonable deductibles) to allow it to replace any of its properties
that might be damaged or destroyed,  and the Company has insurance against other
hazards, risks, and liabilities to persons and property to the extent and in the
manner customary for companies in similar businesses similarly situated.


                                      -7-
<PAGE>

            3.21  SEC  Reports;  Financial  Statements.  The  2004  Registration
Statement was declared  effective under the Securities Act by the SEC on October
13, 2004. The Company has filed all reports required to be filed by it under the
Exchange  Act since  such date,  including  pursuant  to Section  13(a) or 15(d)
thereof (the foregoing reports being collectively referred to herein as the "SEC
Reports"  and,  collectively  with  the  Schedule  of  Related  Information  and
Exceptions  to this  Agreement  and  the  documents  filed  as  exhibits  to the
Registration  Statement,  the  "Disclosure  Materials") on a timely basis. As of
their  respective  dates,  the 2004  Registration  Statement and the SEC Reports
complied in all material  respects with the  requirements  of the Securities Act
and the Exchange Act and the rules and regulations of the Commission promulgated
thereunder,  and none of the 2004  Registration  Statement  nor the SEC Reports,
when filed,  contained  any untrue  statement  of a material  fact or omitted to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  The financial  statements of the Company  included in the
2004  Registration  Statement  and  the SEC  Reports  complied  in all  material
respects with applicable  accounting  requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles applied on a consistent basis during the periods involved
("GAAP"),  except as may be otherwise specified in such financial  statements or
the notes  thereto,  and fairly  present in all material  respects the financial
position  of the  Company and its  consolidated  subsidiaries  as of and for the
dates thereof and the results of operations  and cash flows for the periods then
ended,  subject,  in the case of unaudited  statements,  to normal,  immaterial,
year-end audit adjustments.  Except as disclosed in the Disclosure  Materials or
the 2004 Registration Statement,  since September 30, 2004 (a) there has been no
event, occurrence or development that has had or would reasonably be expected to
have, either  individually or in the aggregate,  a Material Adverse Effect,  (b)
the Company has not incurred any  liabilities  (contingent  or otherwise)  other
than  liabilities  incurred in the ordinary  course of business  consistent with
past  practice,  (c) the Company has not altered its method of accounting or the
identity  of its  auditors  and (d) the  Company  has not  declared  or made any
payment  or  distribution  of cash or  other  property  to its  stockholders  or
officers or directors  (other than in compliance with existing  Company stock or
stock option plans) with respect to its capital  stock,  or purchased,  redeemed
(or made any  agreements to purchase or redeem) any shares of its capital stock.
Additionally,  the Company has complied in all material  respects with the laws,
rules and regulation under the Sarbanes-Oxley Act of 2002 that are applicable to
it.

            3.22 No Conflict of Interest.  Except as otherwise  disclosed in the
Disclosure  Materials  or the 2004  Registration  Statement,  the Company is not
indebted in excess of $5,000,  directly or indirectly,  to any of its employees,
officers or directors or to their respective spouses or children,  in any amount
whatsoever  other than in  connection  with  expenses  or  advances  of expenses
incurred in the ordinary course of business or relocation expenses of employees,
officers and directors, nor is the Company contemplating such indebtedness as of
the date of this  Agreement.  Except as otherwise  disclosed  in the  Disclosure
Materials or the 2004 Registration Statement,  to the Company's knowledge,  none
of said  employees,  officers  or  directors,  or any member of their  immediate
families,  is directly  or  indirectly  indebted  to the Company  (other than in
connection with purchases of the Company's stock) or have any direct or indirect
ownership  interest  in any  firm or  corporation  with  which  the  Company  is
affiliated or with which the Company has a business  relationship or any firm or
corporation  which competes with the Company,  nor is the Company  contemplating
such  indebtedness  as of the date of this  Agreement,  except  that  employees,
officers, directors and/or shareholders of the Company may own stock in publicly
traded companies (not in excess of 1% of the outstanding  capital stock thereof)
which may  compete  with the  Company.  Except  as  otherwise  disclosed  in the
Disclosure  Materials  or the  2004  Registration  Statement,  to the  Company's
knowledge, no employee, shareholder, officer or director, or any member of their
immediate  families,  is,  directly or  indirectly,  interested  in any material
contract with the Company, nor does any such person own, directly or indirectly,
in whole or in part,  any  material  tangible or  intangible  property  that the
Company uses or contemplates  using in the conduct of its business.  The Company
is not a guarantor or indemnitor of any indebtedness of any other person.


                                      -8-
<PAGE>

            3.23  No  General   Solicitation;   Placement   Agent.  The  Company
acknowledges  that it has  engaged  HCFP/Brenner  Securities,  LLC  ("HCFP")  as
placement agent in connection with the Securities Purchase.  Neither the Company
nor, based on the representations of HCFP to the Company,  any of its agents has
engaged in any form of general  solicitation or general  advertising (within the
meaning of Regulation D) in connection with the Securities Purchase.

            3.24 Ranking of Notes. As of the date hereof, no indebtedness of the
Company ranks senior to or pari passu with the Notes (other than trade  payables
incurred  in  the  ordinary  course  of the  Company's  business  and  Permitted
Indebtedness,  as  defined  in the  Notes)  and  the  Company  currently  has no
obligation or agreements to incur any such indebtedness.

            3.25 Disclosure.  No event,  liability,  development or circumstance
has  occurred or exists or is  reasonably  expected to occur with respect to the
Company that would be required to be disclosed by the Company  under  applicable
securities laws which has not been publicly announced as of the date hereof. The
Company  confirms that neither it nor, based on the  representations  of HCFP to
the  Company,  any other  person  acting on its behalf,  has provided any of the
Investors or their agents or counsel with any  information  that  constitutes or
could reasonably be expected to constitute material,  nonpublic information. The
Company  understands  and confirms that each of the  Investors  will rely on the
foregoing representations of the Company in effecting transactions in securities
of the Company.  All disclosure provided to the Investors regarding the Company,
its business and the transactions contemplated hereby furnished by, or, based on
the  representations  of HCFP to the Company,  on behalf of, the Company is true
and correct and does not contain any untrue statement of a material fact or omit
to state  any  material  fact  necessary  in order to make the  statements  made
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.  Each press  release  issued by the  Company  during the twelve (12)
months  preceding  the date of this  Agreement  did not at the  time of  release
contain any untrue statement of a material fact or omit to state a material fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.

            3.26 Blue Sky.  The  Company  has  caused or will cause to be timely
filed with each applicable  jurisdiction  corresponding to the residence of each
Investor  (as  same  has  been  provided  by  such  Investors)  all  appropriate
documentation  required for the  registration  of the Securities  Purchase under
applicable  state law or required to secure an exemption from such  registration
requirements.


                                      -9-
<PAGE>

      4. Representations and Warranties of the Investors.  The Investors and any
Subsequent  Investors  are  referred  to  collectively  in  this  Section  4  as
"Investors,"  except  where  a  distinction  is  made.  Each  of the  Investors,
severally and not jointly,  hereby  represents and warrants to the Company as of
the date hereof (in the case of each Subsequent Investor,  as of the date of the
Subsequent Closing applicable to such Subsequent Investor) that:

            4.1 Authorization.  The Transaction Documents to which such Investor
is a signatory constitute valid and legally binding obligations of the Investor,
enforceable in accordance with their respective terms,  except (a) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors' rights generally, (b) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable  remedies,  and (c) to the extent the indemnification
provisions  contained in the Transaction  Documents may be limited by applicable
federal or state laws.

            4.2  Purchase  Entirely  for Own  Account.  The  Securities  will be
acquired for  investment  for the  Investor's own account and not with a view to
the resale or distribution of any part thereof.  The Investor represents that it
has full power and authority to enter into this Agreement.

            4.3 Disclosure of Information. The Investor acknowledges that all of
the Disclosure Materials were made fully available to it and it has reviewed and
understands  them.  The  Investor  acknowledges  that  it has  received  all the
information  that it has  requested  relating to the Company and the purchase of
the Notes and the Warrants.  The Investor further  represents that it has had an
opportunity to ask questions and receive answers from the Company  regarding the
terms and conditions of the Securities Purchase.  The foregoing,  however,  does
not limit or modify the representations and warranties of the Company in Section
3 of this Agreement or the right of the Investor to rely thereon.

            4.4 Accredited  Investor.  The Investor is an "accredited  investor"
within the  meaning of Rule 501 of  Regulation  D of the SEC,  as  presently  in
effect,  and, unless the Investor or HCFP has notified the Company  otherwise in
writing, has a net worth in excess of $10 million.

            4.5  Restricted  Securities.   The  Investor  understands  that  the
Securities  are  characterized  as  "restricted  securities"  under the  federal
securities  laws  inasmuch  as they are being  acquired  from the  Company  in a
transaction  not  involving  a public  offering,  and that  under  such laws and
applicable  regulations such securities may be resold without registration under
the Act, only in certain limited circumstances. In this connection, the Investor
represents  that it is familiar  with SEC Rule 144, as presently in effect,  and
understands the resale limitations  imposed thereby and by the Act. 4.6 Legends.
It is understood that the certificates evidencing the Securities may bear one or
all of the following (or substantially similar) legends:

            "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
            AND ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY  AS SET FORTH IN
            THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD,
            TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
            REGISTRATION  STATEMENT  UNDER  THE ACT OR AN  OPINION  OF  COUNSEL,
            REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT
            THE PROPOSED  SALE,  TRANSFER,  OR  DISPOSITION  MAY BE  EFFECTUATED
            WITHOUT REGISTRATION UNDER THE ACT."


                                      -10-
<PAGE>

            "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE ARE SUBJECT TO THE
            TERMS OF A SECURITIES  PURCHASE  AGREEMENT,  DATED JANUARY 28, 2005,
            BETWEEN THE HOLDER OF THESE  SECURITIES  AND THE COMPANY,  A COPY OF
            WHICH IS ON FILE IN THE  PRINCIPAL  OFFICES OF THE COMPANY AND WHICH
            MAY CONTAIN  CERTAIN  RESTRICTIONS  AND RIGHTS WITH RESPECT TO THESE
            SECURITIES."

            "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE ARE SUBJECT TO THE
            TERMS OF A SECURITY  AGREEMENT,  DATED JANUARY 28, 2005, BETWEEN THE
            HOLDER OF THESE  SECURITIES  AND THE COMPANY,  A COPY OF WHICH IS ON
            FILE IN THE  PRINCIPAL  OFFICES OF THE COMPANY AND WHICH MAY CONTAIN
            CERTAIN RESTRICTIONS AND RIGHTS WITH RESPECT TO THESE SECURITIES."

            4.7 Investor  Relationship  with HCFP.  Either (i) prior to April 1,
2004, the Investor (or the individual  executing this Agreement on behalf of the
Investor,   in   his   or   her   individual   capacity)   had  a   pre-existing
client-investment banking relationship with HCFP and had participated in private
placements of securities of publicly  traded  companies for which HCFP served as
placement agent or (ii) (a) prior to the Securities  Purchase,  the Investor had
no  relationship  with  HCFP and had not  seen or been  given a copy of the 2004
Registration  Statement  and (b) had no  knowledge  of the Company  prior to the
completion  of the  company's  initial  public  offering.  The  investor has had
extensive prior experience investing in restricted securities.

            4.8  Solicitation of Investor.  HCFP did not solicit the Investor to
purchase the Notes and Warrants (or any other securities  proposed to be offered
under  Section  4(2) of the  Securities  Act  and/or  Regulation  D  promulgated
thereunder) until on or after January 1, 2005. To the Investor's knowledge,  the
Investor  has not been  solicited as part of a general  solicitation  and is not
aware of any other  violation of Regulation D in connection  with the Securities
Purchase.


                                      -11-
<PAGE>

            4.9 Release of Funds.  The Investor hereby  acknowledges  and agrees
that the  purchase  price for the  Notes  and  Warrants  being  purchased  by it
hereunder  has been  previously  (or prior to the Closing  will be) wired by the
Investor to Graubard Miller,  counsel for HCFP, and that, upon Graubard Miller's
receipt of executed  copies of this  Agreement,  the  deliverables  set forth in
Section  6 and a joint  disbursement  instruction  from  the  Company  and  HCFP
covering such purchase price funds ("Disbursement Letter"), Graubard Miller will
wire  transfer such purchase  price funds in  accordance  with the  Disbursement
Letter,  provided,  however,  that if no  Disbursement  Letter  is  received  by
Graubard Miller on or prior to February 28, 2005 with respect to such Investor's
funds, such funds shall be returned without interest to the Investor.

            4.10  Investor's  Indemnification  of the Company.  Investor  hereby
indemnifies  and holds the Company and its  officers,  directors and agents free
from any liability  they may incur  (including  the costs of defending any legal
action brought  against any of the foregoing  parties) as a result of any breach
by the Investor of the representations of the Investor set forth in this Section
4.

      5. Certain Covenants And Obligations.

            5.1 Registration of Warrants under the Exchange Act.  Promptly after
the Closing,  the Company will take all necessary action at its expense to cause
the registration of the Warrants under the Exchange Act.

            5.2 Registration Rights.

                  (a) On or around  May 1, 2005,  but,  without  the  consent of
HCFP,  not prior to May 1, 2005,  the Company  shall file the 2005  Registration
Statement  under  the  Securities  Act with the SEC and shall  make  appropriate
filings in such states as HCFP shall  reasonably  specify,  (i)  registering for
resale by the Investors (with Investors meaning for the purposes of this Section
5 all Investors and any Subsequent  Investors):  (1) the Conversion  Shares, (2)
the Interest Shares,  (3) the Warrants,  and (4) the Warrant Shares, in the case
of each of (1) through (4), which are held by the Investors and were acquired by
them directly from the Company  ("Resale  Securities");  and (b) registering the
issuance by the Company,  to purchasers  of Warrants in the open market,  of the
Warrant Shares  ("Original  Issuance Shares") issuable upon the exercise of such
Warrants (the Original Issuance Shares and the Resale Securities are hereinafter
collectively referred to as the "Registrable Securities"). The Company shall use
its best efforts to have the Registration  Statement  declared effective as soon
as possible but no later than July 15, 2005. If the  Registration  Statement has
not been (x) filed on or prior to May 5, 2005 or (y)  declared  effective by the
SEC on or prior to July 15,  2005,  the  Company  shall pay to each  Investor an
amount  equal to 1% of the total  purchase  price paid by such  Investor  in the
Securities  Purchase (as set forth next to such  Investor's name on the Schedule
of  Investors)  on each monthly  anniversary  thereafter  (pro rated for partial
months)  until  the  aforementioned  registration,  effectiveness  or  clearance
conditions,  as the case may be,  have  been  fulfilled  or the  securities  are
otherwise saleable under the Securities Act, without resale limitations.


                                      -12-
<PAGE>

                  (b) If at any time the Company files a registration  statement
(excluding  registration statements on Forms S-4 and S-8), the holders of Resale
Securities  ("Holders") have the right to include in such registration statement
their Resale  Securities,  if such securities are not then included on a current
and effective registration statement; provided, however, that if, in the written
opinion of the Company's managing underwriter or underwriters,  if any, for such
offering (the  "Underwriter"),  the inclusion of such securities,  when added to
the securities being registered by the Company or the selling  stockholder(s) in
such offering,  will exceed the maximum amount of the Company's securities which
can be marketed (i) at a price  reasonably  related to their then current market
value, or (ii) without  materially and adversely  affecting the entire offering,
the number of securities to be sold by all  stockholders in such public offering
(if any)  shall be  apportioned  pro rata among all such  selling  stockholders,
including all Holders electing to have their Resale Securities  included in such
registration  statement,  according  to the total  amount of  securities  of the
Company  proposed  to be sold  by  said  selling  stockholders,  including  such
Holders.

                  (c) In the event the Company  proposes to file a  registration
statement  pursuant to  subsection  (b), the Company will  promptly give written
notice of such proposed registration to the Holders. Such Holders will then have
the right,  by giving  written  notice to the Company  within ten days after the
Company provides its notice, to elect to have included in such registration such
of their  Resale  Securities  as such  Holders  may  request  in such  notice of
election.

                  (d) The Company  will keep any  registration  statement  which
registers the Registrable Securities pursuant hereto effective and current until
the later of (i) the earlier of the date by which all the Resale Securities have
been sold by the Investors and the date that the Resale  Securities  may be sold
by the Investors pursuant to Rule 144 without any volume restrictions,  and (ii)
the  date all of the  Warrants  originally  included  in the  registered  Resale
Securities have been exercised,  redeemed or otherwise  expired,  subject to the
Black-Out Periods described in Section 5.2(e).

                  (e) The Company  will notify each Holder as  expeditiously  as
possible  following  the  effectiveness  of  any  Registration  Statement  filed
pursuant  to this  section,  and/or of any  request  by the  Commission  for the
amending or supplementing of such Registration  Statement or Prospectus.  If the
Prospectus is amended to comply with the requirements of the Securities Act, the
Holders,  if requested by the Company,  will immediately  cease making offers of
the  Registrable  Securities  and the Company will promptly  provide the Holders
with revised  Prospectuses  to enable the Holders to resume making offers of the
Registrable  Securities.  The Company will promptly notify the Holders, if after
delivery of a Prospectus  to the Holders,  that, in the judgment of the Company,
it is advisable to suspend use of the Prospectus delivered to the Holders due to
pending  material  developments  or other events that have not yet been publicly
disclosed  and as to which  the  Company  believes  public  disclosure  would be
detrimental to the Company.  Upon receipt of such notice,  each such Holder will
immediately  discontinue  any sales of Registrable  Securities  pursuant to such
Registration  Statement  until such Holder has received copies of a supplemented
or amended  Prospectus or until such Holder is advised in writing by the Company
that the then  current  Prospectus  may be used and has  received  copies of any
additional or supplemental  filings that are incorporated or deemed incorporated
by  reference in such  Prospectus  (such  period of  discontinuance  referred to
herein  as a  "Black-Out  Period").  Notwithstanding  anything  to the  contrary
herein,  the Company  will not  exercise  its rights  under this  subsection  to
suspend sales of Registrable  Securities for a Black-Out  Period in excess of 90
days in any 365-day period.


                                      -13-
<PAGE>

                  (f) If and whenever the Company is required by the  provisions
of this Agreement to affect the registration of any Registrable Securities under
the Securities Act, the Company will:

                  (i) As  expeditiously  as possible furnish to each Holder such
reasonable  numbers  of  copies of the  Prospectus,  including  any  preliminary
Prospectus,  in conformity with the requirements of the Securities Act, and such
other documents as such Holder may reasonably request in order to facilitate the
public sale or other  disposition of the  Registrable  Securities  owned by such
Holder; and

                  (ii)  As  expeditiously  as  possible,   notify  each  Holder,
promptly after it receives  notice thereof,  of the time when such  Registration
Statement has become effective or a supplement to any Prospectus  forming a part
of such Registration Statement has been filed.

                  (g)  In  any  registration   statement  in  which  Registrable
Securities  are  included,  the Company  will bear all expenses and pay all fees
incurred  in  connection  therewith,   excluding   underwriting   discounts  and
commissions payable with respect to the Registrable  Securities and the fees and
expenses of counsel and/or other experts  retained by the holders of Registrable
Securities  (except  those set forth  below),  but  including  the  expenses  of
preparing the Registration Statement, filing it with the SEC and NASD and having
it declared  effective  (or  cleared) by such  agencies,  providing a reasonable
number of copies of the  prospectus  contained  therein to the Holders,  and the
fees of Graubard  Miller,  as special counsel for the Holders,  in the amount of
$15,000, which legal fees shall be paid to Graubard Miller at the Closing.

                  (h) The following indemnification provisions shall apply:

                  (i) The Company  shall  indemnify  each Holder of  Registrable
Securities to be resold pursuant to any registration statement hereunder and any
underwriter or person deemed to be an  underwriter  under the Securities Act and
each person,  if any, who controls such Holder or underwriters or persons deemed
to be  underwriters  within the meaning of Section 15 of the  Securities  Act or
Section 20(a) of the Exchange Act, against all loss, claim,  damage,  expense or
liability   (including  all  reasonable   attorneys'  fees  and  other  expenses
reasonably  incurred in investigating,  preparing or defending against any claim
whatsoever) to which such Holder may become  subject under the  Securities  Act,
the Exchange Act or otherwise,  arising from such registration statement, except
to  the  extent  arising  (A)  from  information  furnished  (or  omitted  to be
furnished) by or on behalf of the Holder, in writing,  for specific inclusion in
such  registration  statement or (B) because the Holder failed to suspend use of
such registration  statement and discontinue any sales of Registrable Securities
during a Black-Out  Period or failed to timely deliver a final Prospectus to the
purchasers of such Holder's Registrable  Securities.  Each Holder of Registrable
Securities  to be  resold  pursuant  to  such  registration  statement,  and its
successors and assigns,  shall indemnify the Company,  against all loss,  claim,
damage, expense or liability (including all reasonable attorneys' fees and other
expenses  reasonably  incurred in investigating,  preparing or defending against
any  claim  whatsoever)  to which  the  Company  may  become  subject  under the
Securities  Act,  the Exchange Act or  otherwise,  arising (A) from  information
furnished  (or  omitted  to be  furnished)  by or on behalf of such  Holder,  in
writing,  for specific  inclusion in such registration  statement or (B) because
the Holder failed to suspend use of such registration  statement and discontinue
any  sales of  Registrable  Securities  during a  Black-Out  Period or failed to
timely deliver a final Prospectus to the purchasers of such Holder's Registrable
Securities.


                                      -14-
<PAGE>

                  (ii)  If  any  action  is  brought  against  a  party  hereto,
("Indemnified  Party") in respect of which  indemnity may be sought  against the
other party ("Indemnifying Party"), such Indemnified Party shall promptly notify
Indemnifying Party in writing of the institution of such action and Indemnifying
Party shall assume the defense of such action, including the employment and fees
of counsel  reasonably  satisfactory to the Indemnified  Party. Such Indemnified
Party  shall have the right to employ its or their own counsel in any such case,
but the fees and  expenses  of such  counsel  shall  be at the  expense  of such
Indemnified  Party unless (1) the  employment  of such  counsel  shall have been
authorized in writing by  Indemnifying  Party in connection  with the defense of
such action, or (2) Indemnifying Party shall not have employed counsel to defend
such action,  or (3) such  Indemnified  Party shall have been advised by counsel
that there may be one or more legal defenses available to it which may result in
a conflict between the Indemnified  Party and Indemnifying  Party (in which case
Indemnifying Party shall not have the right to direct the defense of such action
on behalf of the Indemnified Party), in any of which events, the reasonable fees
and expenses of not more than one  additional  firm of attorneys  designated  in
writing  by  the  Indemnified  Party  shall  be  borne  by  Indemnifying  Party.
Notwithstanding  anything to the contrary contained herein, if Indemnified Party
shall assume the defense of such action as provided  above,  Indemnifying  Party
shall not be liable for any settlement of any such action  effected  without its
written consent.

                  (iii) If the  indemnification  or  reimbursement  provided for
hereunder is finally judicially determined by a court of competent  jurisdiction
to be  unavailable  to an  Indemnified  Party (other than as a consequence  of a
final  judicial  determination  of  willful  misconduct,   bad  faith  or  gross
negligence of such Indemnified  Party),  then Indemnifying Party agrees, in lieu
of  indemnifying  such  Indemnified  Party,  to contribute to the amount paid or
payable by such  Indemnified  Party (1) in such  proportion as is appropriate to
reflect  the  relative  benefits  received,   or  sought  to  be  received,   by
Indemnifying Party on the one hand and by such Indemnified Party on the other or
(2) if (but only if) the  allocation  provided in clause (1) of this sentence is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the  relative  benefits  referred  to in such  clause  (1) but also the
relative fault of Indemnifying  Party and of such Indemnified  Party;  provided,
however,  that in no event shall the aggregate amount  contributed by the Holder
exceed the proceeds received by the Holder as a result of the exercise by him of
the Warrants and the sale or resale by him of the Registrable Securities.

                  (iv) The rights  accorded  to  Indemnified  Parties  hereunder
shall be in addition to any rights that any Indemnified Party may have at common
law, by separate agreement or otherwise.


                                      -15-
<PAGE>

                  (i) The  registration  rights granted to the Investors in this
Section shall inure to the benefit of the  Investors'  successors  and heirs and
permitted  assignees  of the Notes,  the  Warrants or the  underlying  shares of
Common Stock, as the case may be.

            5.3 Listing of Warrants on OTC. Promptly following the effectiveness
of the  Registration  Statement,  the Company shall use its best efforts to have
the Warrants listed on the OTC Bulletin Board and thereafter become concurrently
listed and/or quoted on any other trading market or exchange on which any of its
public  equity  securities  become  quoted or listed in the future.  The date on
which the Warrants  are first  listed on the OTC  Bulletin  Board is referred to
herein as the "OTCBB Listing Date."

            5.4  Exchange of Warrant  Certificates.  At any time after the OTCBB
Listing  Date,  a holder of Warrants  issued  hereunder  shall have the right to
submit  the   documents   or   certificates   evidencing   same  ("Old   Warrant
Certificates") to the Company's transfer agent and receive in exchange therefore
certificates in form and type customarily acceptable for open market trading and
brokerage ("Tradeable  Certificates").  The Tradeable Certificates will evidence
the same number of Warrants.  The Company will take all necessary  action at its
expense to set up the  appropriate  exchange  mechanism and procedures  with its
transfer agent to effect the foregoing.

            5.5 Use of Proceeds. The Company will use the proceeds from the sale
of the Securities for general  working  capital  purposes and general  corporate
purposes.  Each Investor and Subsequent  Investor  acknowledges that the Company
will be required to secure significant  additional  financing in the near future
in order to sustain operations as currently contemplated.  Such financings could
be in the form of  accounts  receivable  financing,  institutional  loans or the
issuance of equity or debt  securities.  There can be no assurance that any such
financing will be available as and when needed or on terms  commercially  viable
for the Company.

            5.6 Reporting  Status.  Until the date on which the Investors  shall
have sold all the Conversion Shares,  Interest Shares and Warrant Shares held by
them and none of the Notes or Warrants are outstanding, the Company shall timely
file all reports required to be filed with the SEC pursuant to the Exchange Act,
and the Company  shall not  terminate  its status as an issuer  required to file
reports  under  the  Exchange  Act even if the  Exchange  Act or the  rules  and
regulations thereunder would otherwise permit such termination.

            5.7  Restriction  on Redemption and Cash  Dividends.  So long as any
Notes are  outstanding,  the Company shall not,  directly or indirectly,  redeem
(other than  pursuant to the terms of any  employee  benefit  plan that does not
relate to an officer or director or an Affiliate of an officer or director which
has been approved by the board of directors of the  Company),  or declare or pay
any cash dividend or distribution on, the Common Stock without the prior express
written consent of the holders of Notes representing not less than a majority of
the aggregate  principal  amount of the then outstanding  Notes.  Nothing herein
shall prohibit the Company from redeeming the Warrants or its currently existing
class of publicly traded warrants.


                                      -16-
<PAGE>

            5.8  Reservation  of  Shares.  The  Company  shall  take all  action
necessary  to at all times have  authorized,  and  reserved  for the  purpose of
issuance,  after the Closing,  the number of shares of Common Stock  issuable as
Conversion Shares, Interest Shares and Warrant Shares.

            5.9 Appointment of Investor Agent.

                  (a) Edward S. Gutman ("Investor Agent") is hereby appointed by
each Investor as the agent for all of the Investors hereunder, and each Investor
hereby authorizes the Investor Agent (and its officers, directors, employees and
agents)  to take any and all such  actions  on  behalf  of the  Investors  as is
reasonably necessary to protect their individual and collective rights under the
terms of this Agreement,  the Notes, the Security Agreement and the Stock Pledge
Agreement  (described  in Section 6.8) and as  otherwise  may be directed by the
holders of at least the outstanding principal amount of the Notes (such holders,
the "Majority Lenders").  Without limiting the generality of the foregoing, each
Investor  agrees that (i) upon the occurrence  and during the  continuance of an
Event of Default,  only the  Majority  Lenders  may  determine  to instruct  the
Investor Agent to accelerate the maturity of the outstanding principal amount of
the Notes,  all unpaid interest accrued thereon and all fees, costs and expenses
payable in connection therewith, (ii) upon receipt of the instructions described
in clause (i) hereof,  the Investor Agent shall promptly  declare in writing the
acceleration of such maturity,  (iii) any and all remedies exercisable under the
Security  Agreement may be exercisable by the Investor  Agent,  (iv) any and all
remedies  exercisable under the Stock Pledge Agreement may be exercisable by the
Investor  Agent,  and (v) any Event of  Default  may be waived in writing by the
Majority Lenders,  and any notice or similar  declaration of acceleration may be
rescinded in writing by the Majority Lenders, and each such waiver or rescission
shall be binding upon the Investor Agent and all of the Investors.

                  (b) The Investor Agent shall not have, by reason hereof or any
of the other Transaction  Documents or the Stock Pledge  Agreement,  a fiduciary
relationship  in respect of any Investor.  Neither the Investor Agent nor any of
its  officers,  directors,  employees and agents shall have any liability to any
Investor for any action taken or omitted to be taken in connection hereof except
to the extent caused by its own gross negligence or willful misconduct, and each
Investor  agrees to defend,  protect,  indemnify  and hold harmless the Investor
Agent and all of its officers,  directors,  employees and agents  (collectively,
the "Agent  Indemnitees")  from and against any  losses,  damages,  liabilities,
obligations,  penalties,  actions,  judgments,  suits,  fees, costs and expenses
(including, without limitation,  reasonable attorneys' fees, costs and expenses)
incurred by such Agent  Indemnitee,  whether direct,  indirect or consequential,
arising from or in connection with the  performance by such Agent  Indemnitee of
the duties and  obligations of Investor Agent  pursuant  hereto.  All reasonable
costs and expenses of the Investor  Agent  incurred in enforcing and  protecting
the rights of the Investors  hereunder shall be borne by all the Investors,  pro
ratably with their respective principal amounts of Notes outstanding at the time
such costs and expenses are incurred.

            5.10 Special  Conversion  Rights.  Prior to September 30, 2005, each
Investor  shall  have the right,  but not the  obligation,  to convert  all or a
portion of the outstanding  principal amount of its Notes, plus all or a portion
of the  accrued  and unpaid  interest  due with  respect to that  portion of the
principal  amount  being so  converted,  to  purchase  securities  issued by the
Company  in  its  next  financing  conducted  after  the  final  closing  of the
Securities  Purchase ("Next Financing") on the most favorable terms afforded any
person in such Next  Financing.  In this regard,  the Company shall provide each
Investor  with  written  notice  of  the  Next  Financing   ("Offering  Notice")
immediately upon commencement of the Next Financing and each such Investor shall
have five (5) days from the date of  receipt  of the  Offering  Notice to decide
whether  it will  participate  in the  Next  Financing,  such  acceptance  to be
conveyed in writing  delivered to the Company  prior to the close of business on
the fifth day after receipt of the Offering  Notice in  accordance  with Section
2(b) of the Notes.


                                      -17-
<PAGE>

            5.11 Right of Placement Agent to Rely on Representations. HCFP shall
be entitled to rely upon the  representations and warranties made by the Company
and the Investors in this Agreement.

            5.12 HCFP Fees and Expenses.  The Investor acknowledges that HCFP is
acting as placement  agent in connection  with the Securities  Purchase and will
receive  customary  compensation  and  reimbursement  of expenses in  connection
therewith.  In addition,  if any of the Investors  participates in the Company's
Next Financing,  HCFP will be entitled to receive,  upon the closing of the Next
Financing, customary compensation with respect to the gross proceeds received by
the Company from Investors in the Next Financing.

            5.13 Further  Assurances.  The Company will take such actions as may
be  reasonably  required  or  desirable  to  carry  out the  provisions  of this
Agreement and the other Transaction Documents.

      6. Company  Deliveries at Closing.  In addition to the payment of fees and
expenses  of HCFP and its  counsel and the  completion  of the other  deliveries
contemplated  by the Placement Agent  Agreement,  and the payment of the fees to
Graubard Miller in accordance with Section 5.2(g) of this Agreement, the Company
shall deliver or cause the delivery of each of the following to the Investors at
the Closing:

            6.1 Opinion of Outside General Counsel. An opinion,  dated as of the
date of the Closing,  from Blank Rome, the Company's outside general counsel, in
the form attached hereto as EXHIBIT F.

            6.2 Opinion of FCC Counsel. An opinion,  dated as of the date of the
Closing, from Kelly Drye, the Company's FCC counsel, in the form attached hereto
as EXHIBIT G.

            6.3 Good Standing  Certificate.  A  certificate,  dated as of a date
within a  reasonably  current  date prior to the  Closing,  issued by the proper
authority  in  Delaware to the effect  that it is legally  existing  and in good
standing.

            6.4 Secretary's Certificate. A certificate,  dated as of the date of
the Closing, executed by the Secretary of the Company certifying the resolutions
adopted  by the  Company's  board  of  directors  relating  to the  transactions
contemplated by this Agreement.


                                      -18-
<PAGE>

            6.5  Delivery of Notes and  Warrants.  The Notes and the Warrants as
specified  in Section 1 in the names and  amounts  set forth on the  Schedule of
Investors, duly executed by the Company.

            6.6 Warrant  Agreement.  The Warrant  Agreement in the form attached
hereto as EXHIBIT D, duly executed by the Company and Continental Stock Transfer
& Trust Company.

            6.7 Security Agreement.  The Security Agreement in the form attached
hereto as EXHIBIT E, duly executed by the Company.

            6.8 Stock Pledge Agreement.  The Stock Pledge Agreement by and among
Louis S.  Slaughter,  Doug  Lockie and the  Investor  Agent (the  "Stock  Pledge
Agreement")  in the form attached  hereto as EXHIBIT H, duly executed by Messrs.
Slaughter and Lockie.

      7. Deliveries by the Investors at the Closing. Each Investor shall deliver
or cause the delivery of each of the following to the Company at the Closing:

            7.1 Securities Purchase Agreement. Its signature to this Agreement.

            7.2  Purchase  Price.  The  wire  transfer  by  Graubard  Miller  in
accordance with the instructions  attached hereto as the "Wiring  Instructions,"
of  immediately  available  funds in payment of the  applicable  purchase  price
allocable to the Notes and Warrants being purchased by it hereunder.

            7.3 Warrant  Agreement.  The Warrant  Agreement in the form attached
hereto as EXHIBIT D, duly executed by HCFP.

            7.4 Security Agreement.  The Security Agreement in the form attached
hereto as EXHIBIT E, duly executed by the Investor Agent.

            7.5 Stock Pledge  Agreement.  The Stock Pledge Agreement in the form
attached as EXHIBIT H, duly executed by the Investor Agent.

            7.6  Note.  Its  signature  to  the  Notes  being  purchased  by  it
hereunder.

      8. Subsequent Closings.

            8.1 A Subsequent  Closing shall only occur if the Company is then in
compliance with the Transaction  Documents and the 2005  Registration  Statement
has not been filed with the SEC.

            8.2 In the event the Company conducts Subsequent  Closings,  at each
Subsequent Closing:

                  (a) The  Company  shall pay the fees and  expenses  payable to
HCFP and make such  other  deliveries  as  required  under the  Placement  Agent
Agreement  and  shall  deliver,  or  cause  to be  delivered  to the  Subsequent
Investors:


                                      -19-
<PAGE>

                  (i) An  opinion,  dated  as of  the  date  of  the  Subsequent
Closing,  from Blank Rome, the Company's  outside general  counsel,  in the form
attached hereto as EXHIBIT F.

                  (ii)  An  opinion,  dated  as of the  date  of the  Subsequent
Closing, from Kelly Drye, the Company's FCC counsel, in the form attached hereto
as EXHIBIT G.

                  (iii) A  certificate,  dated  as of the  date of the  Closing,
executed  by both  the  Chairman  of the  Board  the  Secretary  of the  Company
certifying  (i) the  resolutions  adopted by the  Company's  board of  directors
relating to the  transactions  contemplated  by this Agreement and (ii) that the
representations  and  warranties of the Company set forth in this  Agreement are
true and  accurate as of the  Subsequent  Closing with the same effect as though
expressly made at the Subsequent Closing.

                  (iv)  The  Notes  and  the  Warrants  being  purchased  by the
Subsequent Investors, duly executed by the Company.

                  (b) Each  Subsequent  Investor shall  deliver,  or cause to be
delivered to the Company:

                  (i)  Securities  Purchase  Agreement.  Its  signature  to this
Agreement

                  (ii) Purchase  Price.  The wire transfer by Graubard Miller of
immediately   available  funds  in  accordance  with  the  Disbursement   Letter
applicable to such funds in payment of the purchase price allocable to the Notes
and Warrants being purchased by such Subsequent Investor hereunder.

                  (iii) Note.  Its signature to the Notes being  purchased by it
hereunder.

      9.  Indemnification.  The Company  agrees to indemnify  and hold  harmless
Investors  and  any  of  Investors'  general  partners,   employees,   officers,
directors, members, agents and other representatives (collectively, the "General
Indemnitees"),  against any investigations,  proceedings,  claims or actions and
for any expenses, damages,  liabilities or losses (joint or several) arising out
of such  investigations,  proceedings,  claims or actions,  to which the General
Indemnitees  may  become  subject,  whether  under  the  act  or  any  rules  or
regulations promulgated thereunder, the Exchange Act or any rules or regulations
promulgated thereunder,  or any state law or regulation,  or common law, arising
out  of,  related  to or in any way  attributable  to the  General  Indemnitee's
investment  in the  Company,  including,  but not  limited  to,  investigations,
proceedings,  claims or actions and any expenses, losses, damages or liabilities
(or actions in respect thereof) that arise out of or are based upon any material
breach of any representation, warranty, agreement, obligation or covenant of the
Company  contained  herein.  The Company  also agrees to  reimburse  the General
Indemnitees  for any legal or other expenses  reasonably  incurred in connection
with investigating or defending any such investigations,  proceedings, claims or
actions, as such expenses or other costs are incurred.


                                      -20-
<PAGE>

      10. Miscellaneous.

            10.1  Survival  of  Warranties.   All  of  the  representations  and
warranties  made  herein  shall  survive  the  execution  and  delivery  of this
Agreement.   The  Investors  are  entitled  to  rely,  and  the  parties  hereby
acknowledge  that the  Investors  have so relied,  upon the truth,  accuracy and
completeness  of each  of the  representations  and  warranties  of the  Company
contained  herein,   irrespective  of  any  independent  investigation  made  by
Investors.  The Company is entitled to rely, and the parties hereby  acknowledge
that the Company has so relied,  upon the truth,  accuracy and  completeness  of
each of the  representations  and warranties of the Investors  contained herein,
irrespective of any independent investigation made by the Company.

            10.2  Successors and Assigns.  This Agreement is personal to each of
the  parties and may not be  assigned  without the written  consent of the other
parties;  provided,  however,  that any of the  Investors  shall be permitted to
assign its rights  under this  Agreement  and the  Transaction  Documents to any
affiliate of such Investor.

            10.3  Governing  Law.  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 Company (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,  (2) waives any objection  which the Company
may have now or hereafter to the venue of any such suit,  action or  proceeding,
and (3) 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. The Company 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 the
Company  mailed by certified  mail to the  Company's  address shall be deemed in
every respect effective  service of process upon the Company,  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 OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

            10.4  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.  This  Agreement,  once
executed by a party,  may be  delivered  to the other party  hereto by facsimile
transmission  of a copy of this Agreement  bearing the signature of the party so
delivering this Agreement.

            10.5 Titles and  Subtitles.  The titles and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.


                                      -21-
<PAGE>

            10.6 Notices. Unless otherwise provided, any notice,  authorization,
request or demand  required or permitted to be given under this Agreement  shall
be given in writing and shall be deemed effectively given upon personal delivery
to the party to be notified or three (3) days following  deposit with the United
States Post Office,  by registered or certified mail,  postage  prepaid,  or two
days  after  it is sent  by an  overnight  delivery  service,  or  when  sent by
facsimile with machine confirmation of delivery addressed as follows:

                  If to the Investors to:

                  The address set forth  opposite  their name on the Schedule of
                  Investors attached hereto.

                  If to Company:

                  GigaBeam Corporation
                  470 Springpark Place, Suite 900
                  Herndon, Virginia 20170
                  Fax: (571) 283-6203
                  Attn: Louis S. Slaughter

                  In either case, with copies to:

                  and

                  Blank Rome LLP
                  405 Lexington Avenue, 23rd Floor
                  New York, New York 10174
                  Fax: (212) 885-5001
                  Attention: Elise M. Adams, Esq.
                  (email: eadams@blankrome.com)

                  and

                  Graubard Miller
                  405 Lexington Avenue, 19th Floor
                  New York, New York 10174
                  Fax: (212) 818-8881
                  Attention: David Alan Miller, Esq.
                  (e-mail: dmiller@graubard.com)

      Any party may change its address for such  communications by giving notice
thereof to the other parties in conformity with this Section.

            10.7 Certain Fees and Reimbursements.  Each party represents that it
neither is nor will be obligated  for any finders' or brokers' fee or commission
in connection  with this  transaction;  provided,  however,  that the Company is
obligated to pay certain  compensation  and provide certain  reimbursement  upon
consummation of the transactions contemplated hereby to HCFP.


                                      -22-
<PAGE>

            10.8 Transaction Expenses; Enforcement of Transaction Documents. The
Company and each Investor shall pay their respective costs and expenses incurred
with respect to the  negotiation,  execution,  delivery and  performance of this
Agreement.  If any  action  at law or in  equity  is  necessary  to  enforce  or
interpret the terms of the Transaction Documents,  the prevailing party shall be
entitled to reasonable  attorney's fees,  costs, and necessary  disbursements in
addition to any other relief to which such party may be entitled.

            10.9  Amendments  and  Waivers.  Any term of this  Agreement  may be
amended and the  observance of any term of this  Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the written  consent of the  Company and  Investor or
Investors  holding Notes  evidencing,  in the aggregate,  an amount equal to not
less than 50.1% of the aggregate principal amount of all Notes then outstanding.
Any amendment or waiver  effected in  accordance  with this  paragraph  shall be
binding upon each holder of any securities purchased under this Agreement at the
time   outstanding   (including   securities  into  which  such  securities  are
convertible), each future holder of all such securities, and the Company.

            10.10 Severability.  If one or more provisions of this Agreement are
held to be unenforceable  under applicable law, such provision shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance  with its
terms.

            10.11 Entire Agreement. This Agreement and the documents referred to
herein  constitute the entire  agreement among the parties and no party shall be
liable  or  bound  to  any  other  party  in  any  manner  by  any   warranties,
representations,  or  covenants  except  as  specifically  set  forth  herein or
therein.

                   [Balance of Page Intentionally Left Blank]


                                      -23-
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed this  Securities  Purchase
Agreement as of the date first above written.

                                   GIGABEAM CORPORATION

                                   By: /s/ Louis S. Slaughter
                                       ------------------------------------
                                   Name: Louis S. Slaughter
                                   Title: Chairman of the Board and
                                   Chief Executive Officer

                                   INVESTORS:

                                   /s/ Edward S. Gutman
                                   ----------------------------------------

                                   GUTMAN FAMILY FOUNDATION

                                   By: /s/ Edward S. Gutman
                                       ------------------------------------
                                       Edward S. Gutman, President

                                   SILVERMAN PARTNERS CLASS D

                                   By: /s/ [ILLEGIBLE]
                                       ------------------------------------

                                   SILVERMAN PARTNERS LP

                                   By: /s/ [ILLEGIBLE]
                                       ------------------------------------

                                   RG SECURITIES LLC

                                   By: /s/ [ILLEGIBLE]
                                       ------------------------------------

                                   BARACUDA MOTORS INC.

                                   By: /s/ [ILLEGIBLE]
                                       ------------------------------------

<PAGE>

                                   CAPE MAY INVESTORS, INC.

                                   By: /s/ [ILLEGIBLE]
                                       ------------------------------------

                                   HRG TRUST COMPANY

                                   By: /s/ [ILLEGIBLE]
                                       ------------------------------------

                                   /s/ Melvin Paikoff
                                   ----------------------------------------

                                   /s/ Joseph Catalano
                                   ----------------------------------------

                                   /s/ Stewart Richer
                                   ----------------------------------------

                                   /s/ Jeffrey D. Roseman
                                   ----------------------------------------

                                   /s/ Gary Herwitz
                                   ----------------------------------------

                                   /s/ Penny Collins
                                   ----------------------------------------


                                   STIG & BRITT-MARIE WENNESTROM WTROS

                                       /s/ Stig Wennestrom
                                       ------------------------------------

                                       /s/ Britt-Marie Wennestrom
                                       ------------------------------------
<PAGE>

                              SCHEDULE OF INVESTORS

<TABLE>
<CAPTION>
                                     CONVERSION         WARRANT
INVESTOR                               SHARES            SHARES                     ADDRESS
--------                               ------            ------                     -------
<S>                                    <C>               <C>                <C>
Edward S. Gutman                        25,000           35,714             888 Seventh Avenue, Suite
                                                                            1703, New York, NY 10106-0001

HRG Trust Company                       18,750           26,786             888 Seventh Avenue, Suite
                                                                            1703, New York, NY 10106-0001

The Gutman Family Foundation            25,000           35,714             888 Seventh Avenue, Suite
                                                                            1703, New York, NY 10106-0001

Silverman Partners Class D              62,500           89,286             791 Park Avenue, Apt. 5B, New
                                                                            York, NY 10021-3551

Silverman Partners LP                   62,500           89,286             791 Park Avenue, Apt. 5B, New
                                                                            York, NY 10021-3551

Joseph Catalano                         12,500           17,857             203 Carnation Drive,
                                                                            Farmingdale, NY 11735

Melvin Paikoff                           6,250            8,929             45 Executive Drive, Plainview,
                                                                            NY 11803

Baracuda Motors Inc.                     5,000            7,143             c/o James Scibelli, 900
                                                                            Merchants Concourse, Suite
                                                                            400, Westbury, NY 11589

RG Securities LLC                       20,000           28,571             c/o James Scibelli, 900
                                                                            Merchants Concourse, Suite
                                                                            400, Westbury, NY 11590

Stewart Richer                           8,750           12,500             2 Horatio Street, New York, NY
                                                                            10014

Stig & Britt-Marie                      12,500           17,857             28 Harbor Point, Key Biscayne,
Wennerstrom WROS                                                            FL 33149-1716

Jeffrey D. Roseman                       6,250            8,929             22 West 15th Street, New York,
                                                                            NY 10011

Professional Traders Fund               12,500           17,857             1400 Old Country Road, Suite
                                                                            206, Westbury, NY 11590
</TABLE>

<TABLE>
<S>                                    <C>               <C>                <C>
Cape May Investors                      20,000           28,571             The Pavilion, Suite 831, 261
                                                                            Old York Road, Jenkintown, PA
                                                                            19046

Gary Herwitz                             8,750           12,500             15 Richmond Hill, Irvington,
                                                                            NY 10533

Penny Collins                            6,250            8,929             PO Box 745, Alpine, NJ 07620
</TABLE>

<PAGE>

                                                                       EXHIBIT A


THE SECURITIES  REPRESENTED BY THIS WARRANT  CERTIFICATE  HAVE BEEN ACQUIRED FOR
INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES  ACT"). THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED
IN THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN  EXEMPTION  THEREFROM  UNDER  THE
SECURITIES  ACT OR UNDER STATE  SECURITIES  LAWS.  THESE  SECURITIES  MAY NOT BE
PLEDGED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
THE EXPRESS  PROVISIONS OF THIS WARRANT  CERTIFICATE,  AND NO SALE,  ASSIGNMENT,
TRANSFER,  OR OTHER  DISPOSITION OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE
UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE BEEN COMPLIED WITH.

                                             Date of Issuance: ___________, 2005

                              GIGABEAM CORPORATION
                    [[Amount]] Common Stock Purchase Warrants
                          (Void after January 28, 2011)

      GigaBeam  Corporation,  a Delaware corporation (the "Company"),  for value
received, hereby certifies and agrees that [[Name]] or its registered assigns
(the "Registered Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company, at any time or from time to time on or after April 1,
2004 (the "Date of Exercisability") and on or before January 28, 2011 at not
later than 5:00 p.m. New York time (such date and time, the "Expiration Time"),
upon exercise of each Warrant, one (1) duly authorized, validly issued, fully
paid and nonassessable shares of the Company's common stock, $0.001 par value
per share (the "Common Stock") at an initial exercise price equal to $7.00 per
share, subject to adjustment in certain cases as described herein. The shares
purchasable upon exercise of the Warrants represented by this Warrant
Certificate, and the purchase price per share, are hereinafter referred to as
the "Warrant Shares" and the "Exercise Price," respectively. The term "Warrants"
as used herein shall include the Warrants represented by this Warrant
Certificate and any other warrants delivered in substitution or exchange
therefor, as provided herein.

      The Warrants have been issued pursuant to that certain Securities Purchase
Agreement of even date  herewith by and among the Company and certain  investors
set forth therein (the "Securities  Purchase Agreement") and are entitled to the
benefits set forth therein,  including certain  registration rights with respect
to the Warrants and the Warrant Shares.

      1. Exercise.

            1.1 Method of Exercise.

                  1.1.1 The Warrants may be exercised by the Registered  Holder,
in whole or in part, by surrendering this Warrant Certificate,  with a Notice of
Exercise in the form of Annex A hereto (the "Notice of Exercise")  duly executed
by  such  Registered  Holder  or by such  Registered  Holder's  duly  authorized
attorney, at the principal office of the Company set forth in Section 12 hereof,
or at such  other  office or agency as the  Company  may  designate  in  writing
pursuant to Section 12 hereof (the "Company's  Office"),  accompanied by payment
in full with good,  cleared funds, in lawful money of the United States,  of the
Exercise Price payable in respect of the number of Warrant Shares purchased upon
such exercise or by surrendering Warrants pursuant to Section 1.2 below.

<PAGE>

                  1.1.2 Each  exercise of Warrants  shall be deemed to have been
effected  immediately  prior to the  close of  business  on the day on which the
Notice of Exercise  shall be dated and directed to the Company (as  evidenced by
the applicable postmark or other evidence of transmittal) as provided in Section
1.1(a)  hereof.  At such time,  the person or persons in whose name or names any
certificates  for Warrant  Shares shall be issuable upon such exercise  shall be
deemed to have  become the holder or  holders  of record of the  Warrant  Shares
represented by such certificates.

                  1.1.3  As  soon  as  practicable  after  the  exercise  of the
Warrants,  in full or in part, and in any event within ten (10) days thereafter,
the  Company,  at its  expense,  will  cause to be  issued  in the name of,  and
delivered to, the Registered  Holder, or as such Registered Holder (upon payment
by such Registered Holder of any applicable transfer taxes) may direct:

                        (a) a certificate or certificates for the number of full
Warrant  Shares to which such  Registered  Holder  shall be  entitled  upon such
exercise plus, in lieu of any fractional  share to which such Registered  Holder
would otherwise be entitled,  cash in an amount determined pursuant to Section 3
hereof; and

                        (b)  in  case  such  exercise  is in  part  only,  a new
certificate or certificates (dated the date hereof) of like tenor,  representing
in the  aggregate on the face or faces  thereof such number of Warrants as equal
(without  giving  effect to any  adjustment  therein) the number of Warrants set
forth on the face of this Certificate minus the number of Warrants (i) exercised
in accordance with this Section 1.1 or (ii) surrender in accordance with Section
1.2 hereof.

            1.2 Exercise by Surrender of Warrants.  In addition to the method of
payment  set  forth  in  Section  1.1 and in lieu of any cash  payment  required
thereunder,  at any time following the Date of  Exercisability  and prior to the
date that the Warrants are first listed on the OTC Bulletin  Board ("OTC Listing
Date"),  the Warrants may be exercised by surrendering this Warrant  Certificate
in  the  manner   specified  in  this  Section  1,  together  with   irrevocable
instructions to the Company to issue in exchange for the Warrants represented by
this  Warrant  Certificate  (or portion  thereof) the number of shares of Common
Stock  equal to the  product of (x) the  number of  Warrants  being  surrendered
multiplied  by (y) a fraction,  the  numerator  of which is the Market Value (as
defined  below) of the Common Stock on the last trading day prior to the date of
exercise  less the Exercise  Price and the  denominator  of which is such Market
Value. As used herein,  the phrase "Market Value" at any date shall be deemed to
be the average of the last  reported  sale prices for the last ten (10)  trading
days as officially  reported by the principal  securities  exchange or "over the
counter"  (including on the pink sheets or bulletin board) exchange on which the
Common  Stock is listed or admitted to trading,  or, if the Common  Stock is not
listed or admitted to trading on any national  securities exchange or sold "over
the  counter,"  the average  closing sale price as furnished by the NASD through
Nasdaq  or  similar   organization  if  Nasdaq  is  no  longer   reporting  such
information,  or if the Common Stock is not quoted on Nasdaq,  as  determined in
good faith by resolution of the Board of Directors of the Company,  based on the
best information available to it.

<PAGE>

      2. Shares to be Fully Paid;  Reservation of Shares.  The Company covenants
that all shares of Common  Stock  which may be issued  upon the  exercise of the
rights  represented  by this  Warrant  Certificate  will,  upon  issuance by the
Company, be duly and validly issued, fully paid and nonassessable, and free from
preemptive  rights  and free from all taxes,  liens,  duties  and  charges  with
respect thereto and, in addition,  the Company  covenants that it will from time
to time take all such  action as may be  requisite  to assure that the par value
per  share  of the  Common  Stock  is at all  times  equal  to or less  than the
effective Exercise Price. The Company further covenants that, from and after the
date  hereof (the "Date of  Issuance")  and during the period  within  which the
rights  represented by this Warrant  Certificate  may be exercised,  the Company
will at all times have authorized and reserved, free from preemptive rights, out
of its authorized but unissued shares of Common Stock, solely for the purpose of
effecting the exercise of the Warrants,  a sufficient number of shares of Common
Stock to provide for the  exercise  of the rights  represented  by this  Warrant
Certificate.  If at any time the number of  authorized  but  unissued  shares of
Common Stock shall not be sufficient to affect the exercise of the Warrants, the
Company shall take any and all corporate action as is necessary to increase it's
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose. The Company will take all such action within its
control as may be necessary on its part to assure that all such shares of Common
Stock may be so issued without violation of any applicable law or regulation, or
of any  requirements of any national  securities  exchange upon which the Common
Stock of the Company may be listed.

      3. Fractional  Shares. The Company shall not be required upon the exercise
of the Warrants to issue any  fractional  shares,  but shall make an  adjustment
therefor in cash on the basis of the Market Value for each  fractional  share of
the  Company's  Common  Stock  which  would be  issuable  upon  exercise  of the
Warrants.

      4. Requirements for Transfer.

            4.1 Warrant  Register.  The Company  will  maintain a register  (the
"Warrant Register")  containing the names and addresses of the Registered Holder
or  Registered  Holders.  Any  Registered  Holder of the Warrants or any portion
thereof  may change  its  address as shown on the  Warrant  Register  by written
notice to the Company  requesting  such change,  and the Company shall  promptly
make such  change.  Until any of the  Warrants  are  transferred  on the Warrant
Register of the Company, the Company may treat the Registered Holder as shown on
the Warrant  Register as the absolute  owner of such  Warrants for all purposes,
notwithstanding any notice to the contrary,  provided, however, that if and when
any such Warrants are properly assigned in blank, the Company may, but shall not
be obligated  to, treat the bearer  hereof as the absolute  owner hereof for all
purposes, notwithstanding any notice to the contrary.

<PAGE>

            4.2 Warrant Agent. Effective as of the OTC Listing Date, the Company
will appoint  Continental  Stock Transfer & Trust Company or similar entity,  as
agent  ("Warrant  Agent") for the purpose of  maintaining  the Warrant  Register
referred to in Section 4.1 hereof,  issuing the Common Stock  issuable  upon the
exercise of the Warrants, exchanging the Warrants, replacing the Warrants or any
or all of the foregoing. Thereafter, any such registration,  issuance, exchange,
or replacement, as the case may be, may be made at the office of such agent.

            4.3  Transfer.  Subject  to the  provisions  of this  Section 4, the
Warrants and all rights  hereunder are  transferable,  in whole or in part, upon
the surrender of this Warrant  Certificate with a properly  executed  Assignment
Form in substantially the form attached hereto as Annex B (the  "Assignment") at
the principal office of the Company.

            4.4 Exchange of Warrants upon a Transfer.

                  4.4.1 On surrender of this Warrant  Certificate  for exchange,
properly  endorsed  on the  Assignment  and  subject to the  provisions  of this
Warrant Certificate and limitations on assignments and transfers as contained in
this Section 4, the Company at its expense shall issue to or on the order of the
Registered  Holder a new  certificate or certificates of like tenor, in the name
of the  Registered  Holder  or as  the  Registered  Holder  (on  payment  by the
Registered Holder of any applicable  transfer taxes) may direct,  for the number
of shares issuable upon exercise hereof.

                  4.4.2 Any Warrants  submitted  to the Warrant  Agent after the
OTC  Listing  Date for  transfer  shall be replaced  and issued to the  directed
recipient with a new form of warrant certificate and subject to the terms of the
certain  warrant  agreement  between the Company and the Warrant Agent  attached
hereto as Annex C.

      5.  Adjustments of Exercise Price and Number of Securities.  The following
adjustments  apply to the  Exercise  Price of the  Warrants  and the  number  of
Warrant Shares purchasable upon exercise of the Warrants.

            5.1  Weighted  Average  Computation  of  Adjusted  Price.  Except as
hereinafter  provided,  in case the  Company  shall,  at any time after the date
hereof and prior to the OTC Listing Date, issue or sell any Additional Stock (as
defined  below) (other than the  issuances or sales of Common Stock  pursuant to
rights to subscribe for such Common Stock distributed to all the shareholders of
the Company and Holders of Warrants pursuant to Section 5.7 hereof and shares of
Common  Stock  issued  upon the direct or  indirect  conversion  or  exchange of
securities for shares of Common Stock),  for a consideration per share less than
the  Exercise  Price in effect  immediately  prior to the  issuance,  or without
consideration, the Exercise Price shall (until another adjustment is required to
be made pursuant to this Section 5) be reduced to the price  (calculated  to the
nearest full cent)  determined by the quotient derived by dividing (i) an amount
equal to the sum of (a) the product of (1) the total  number of shares of Common
Stock  outstanding  immediately  prior to such  issuance  or sale of  Additional
Stock,  multiplied by (2) the Exercise Price in effect immediately prior to such
issuance or sale plus, (b) the aggregate of the amount of all consideration,  if
any,  received by the Company upon such issuance or sale of Additional Stock, by
(ii) the total number of shares of Common Stock  outstanding  immediately  after
such issuance or sale of Additional Stock;  provided,  however, that in no event
shall the Exercise Price be adjusted  pursuant to this  computation to an amount
in excess of the Exercise Price in effect immediately prior to such computation,
except in the case of a combination  of outstanding  shares of Common Stock,  as
provided by Section 5.3 hereof. Notwithstanding anything herein to the contrary,
no  adjustment  to the  Exercise  Price  shall  be  made if the  amount  of said
adjustment shall be less than five cents per Warrant Share,  provided,  however,
that in such case any  adjustment  that would  otherwise be required  then to be
made shall be carried forward and shall be made at the time of and together with
the next subsequent  adjustment  which,  together with any adjustment so carried
forward, shall amount to at least five cents per Warrant Share.

<PAGE>

      "Additional  Stock" shall mean Common Stock or options,  warrants or other
rights to acquire or securities  convertible  into or exchangeable for shares of
Common Stock,  including  shares held in the Company's  treasury,  and shares of
Common  Stock and shares of Common  Stock  issued  upon the  direct or  indirect
conversion or exchange of securities for shares of Common Stock, other than:

                        (a) the issuance or sale of the securities sold pursuant
to the  Securities  Purchase  Agreement  and the  Placement  Agent Letter by and
between the Company and HCFP Brenner  Securities LLC, dated as of January , 2005
(the "Placement Agent Letter");

                        (b) the  issuance or sale of shares of Common  Stock (i)
issuable  upon the  exercise  of  Warrants  issued  pursuant  to the  Securities
Purchase Agreement and the Placement Agent Letter,  (ii) conversion of the Notes
(as defined in the Securities Purchase Agreement) in accordance with their terms
or (iii) as Interest Shares (as defined in the Notes);

                        (c) the issuance of options or other stock-based  awards
pursuant  to the  Company's  employee  stock  option  plan in effect on the date
hereof or subsequently adopted and approved by the Company's stockholders or the
issuance by the Company of any shares of Common  Stock  pursuant to the exercise
of any such  options or other  stock-based  awards,  or (ii) the issuance by the
Company of any shares of Common Stock pursuant to the exercise of any options or
warrants previously issued and outstanding on the date hereof;

                        (d) the issuance of shares of Common Stock or securities
convertible  into or exchangeable or exercisable for shares of Common Stock (and
the shares of Common Stock  issuable upon the  conversion,  exercise or exchange
thereof) in connection  with any future  acquisition,  merger or other  business
combination,  purchase  of assets or of all or a portion of a business  or other
strategic relationship entered, by the Company or any of its subsidiaries.

For the purposes of any  computation to be made in accordance  with this Section
1.1, the following provisions shall be applicable:

                        (e) In case of the  issuance or sale of shares of Common
Stock for a consideration  part or all of which shall be cash, the amount of the
cash consideration therefor shall be deemed to be the amount of cash received by
the Company  for such  shares (or, if shares of Common  Stock are offered by the
Company for subscription,  the subscription  price, or, if such securities shall
be sold to underwriters  or dealers for public  offering  without a subscription
offering,  the initial public  offering  price) before  deducting  therefrom any
compensation  paid or  discount  allowed in the sale,  underwriting  or purchase
thereof by underwriters or dealers or others performing similar services, or any
expenses incurred in connection therewith.

<PAGE>

                        (f) In case of the issuance or sale (otherwise than as a
dividend or other  distribution on any stock of the Company) of shares of Common
Stock for a  consideration  part or all of which  shall be other than cash,  the
amount of the  consideration  therefor other than cash shall be deemed to be the
value  of such  consideration  as  determined  in good  faith  by the  Board  of
Directors of the Company.

                        (g) Shares of Common  Stock  issuable by way of dividend
or other  distribution  on any stock of the Company shall be deemed to have been
issued immediately after the opening of business on the day following the record
date for the determination of shareholders  entitled to receive such dividend or
other   distribution   and  shall  be  deemed  to  have  been   issued   without
consideration.

                        (h) The  reclassification  of  securities of the Company
other than shares of Common  Stock into  securities  including  shares of Common
Stock shall be deemed to involve the issuance of such shares of Common Stock for
a consideration  other than cash  immediately  prior to the close of business on
the date fixed for the  determination  of security  holders  entitled to receive
such  shares,  and the value of the  consideration  allocable  to such shares of
Common Stock shall be determined as provided in subsection (b) above.

                        (i) The number of shares of Common Stock at any one time
outstanding shall include the aggregate number of shares issued or issuable upon
the  exercise  of options,  rights,  and  warrants  and upon the  conversion  or
exchange of convertible or exchangeable debt or equity securities.

            5.2 Options,  Rights,  Warrants  and  Convertible  and  Exchangeable
Securities.  Except in the case of the Company  issuing  rights to subscribe for
shares of Common Stock  distributed to all the  shareholders  of the Company and
Holders of Warrants  pursuant to Section 5.5 hereof, if the Company shall at any
time after the date hereof and prior to the OTC  Listing  Date,  issue  options,
rights or  warrants  to  subscribe  for  shares of  Common  Stock,  or issue any
securities  convertible into or exchangeable for shares of Common Stock, (i) for
a  consideration  per share less than the Exercise  Price in effect  immediately
prior to the issuance of such options,  rights or warrants,  or such convertible
or exchangeable securities or (ii) without consideration,  the Exercise Price in
effect immediately prior to the issuance of such options, rights or warrants, or
such  convertible  or  exchangeable  securities,  as the case  may be,  shall be
reduced to a price  determined  by making a computation  in accordance  with the
provisions of Section 5.1 hereof, provided that:

<PAGE>

                        (a) The  aggregate  maximum  number  of shares of Common
Stock, as the case may be, issuable under all the outstanding options, rights or
warrants  shall be  deemed  to be  issued  and  outstanding  at the time all the
outstanding  options,  rights or warrants were issued,  and for a  consideration
equal to the purchase  price per share  provided  for in the options,  rights or
warrants at the time of issuance, plus the consideration (determined in the same
manner as  consideration  received on the issue or sale of shares in  accordance
with  the  terms of the  Warrants),  if any,  received  by the  Company  for the
options, rights or warrants, and if no minimum price is provided in the options,
rights or warrants,  then the  consideration  shall be equal to zero;  provided,
however, that upon the expiration or other termination of the options, rights or
warrants, if any thereof shall not have been exercised,  the number of shares of
Common Stock deemed to be issued and outstanding pursuant to this subsection (a)
(and for the purposes of subsection  (e) of Section 5.1 hereof) shall be reduced
by such number of shares as to which options,  warrants and/or rights shall have
expired or terminated unexercised,  and such number of shares shall no longer be
deemed to be issued and outstanding, and the Exercise Price then in effect shall
forthwith be readjusted and thereafter be the price which it would have been had
adjustment been made on the basis of the issuance only of shares actually issued
or issuable upon the exercise of those  options,  rights or warrants as to which
the exercise rights shall not have expired or terminated unexercised.

                        (b) The  aggregate  maximum  number  of shares of Common
Stock issuable upon  conversion or exchange of any  convertible or  exchangeable
securities  shall be deemed to be issued and outstanding at the time of issuance
of  such  securities,  and  for  a  consideration  equal  to  the  consideration
(determined in the same manner as consideration received on the issue or sale of
shares of Common Stock in accordance with the terms of the Warrants) received by
the  Company  for such  securities,  plus  the  minimum  consideration,  if any,
receivable  by the Company upon the  conversion or exchange  thereof;  provided,
however,  that upon the  termination  of the right to convert or  exchange  such
convertible  or  exchangeable  securities  (whether by reason of  redemption  or
otherwise), the number of shares deemed to be issued and outstanding pursuant to
this  subsection  (b) (and for the  purpose of  subsection  (e) of  Section  5.1
hereof) shall be reduced by such number of shares as to which the  conversion or
exchange rights shall have expired or terminated unexercised, and such number of
shares shall no longer be deemed to be issued and  outstanding  and the Exercise
Price then in effect shall  forthwith be readjusted  and thereafter be the price
which it would have been had  adjustment  been made on the basis of the issuance
only of the shares  actually  issued or issuable upon the conversion or exchange
of those  convertible or  exchangeable  securities as to which the conversion or
exchange rights shall not have expired or terminated unexercised.

                        (c) If any  change  shall  occur in the  price per share
provided for in any of the options, rights or warrants referred to in subsection
(a) of this  Section  5.2,  or in the price  per  share at which the  securities
referred  to  in  subsection  (b)  of  this  Section  5.2  are   convertible  or
exchangeable,  the options, rights or warrants or conversion or exchange rights,
as the case may be,  shall be deemed to have expired or  terminated  on the date
when such price change  became  effective  in respect of shares not  theretofore
issued  pursuant to the  exercise or  conversion  or exchange  thereof,  and the
Company  shall be deemed to have  issued upon such date new  options,  rights or
warrants or convertible or  exchangeable  securities at the new price in respect
of the number of shares  issuable upon the exercise of such  options,  rights or
warrants  or the  conversion  or exchange of such  convertible  or  exchangeable
securities.

<PAGE>

            5.3  Subdivision and  Combination.  In case the Company shall at any
time split,  subdivide,  reverse split or combine the outstanding Common Shares,
the Exercise Price shall forthwith be proportionately decreased in the case of a
split or subdivision or increased in the case of a reverse split or combination.

            5.4  Reclassification,  Consolidation,  Merger,  etc. In case of any
reclassification or change of the outstanding Common Shares (other than a change
in par  value,  or from par value to no par  value,  or from no par value to par
value,  or as a result of a subdivision or  combination),  or in the case of any
consolidation  of the  Company  with,  or merger of the  Company  into,  another
corporation  (other than a  consolidation  or merger in which the Company is the
surviving  corporation  and which  does not  result in any  reclassification  or
change  of the  outstanding  Common  Shares,  except a change  as a result  of a
subdivision  or  combination  of such  shares or a change in nominal  value,  as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an  entirety,  the Holder shall  thereafter  have the
right to  purchase  the kind and number of shares of stock and other  securities
and  property  receivable  upon such  reclassification,  change,  consolidation,
merger, sale or conveyance as if the Holder were the owner of the Warrant Shares
issuable upon exercise of the Warrants immediately prior to any such events at a
price equal to the  product of (x) the number of Warrant  Shares  issuable  upon
exercise of the Warrants and (y) the Exercise Price in effect  immediately prior
to the record date for such  reclassification,  change,  consolidation,  merger,
sale or conveyance as if such Holder had exercised the Warrants.

            5.5  Dividends and  Distributions.  In case the Company shall at any
time  after  the  date  hereof  pay a  dividend  in  Common  Shares  or  make  a
distribution  in Common  Shares,  then upon such dividend or  distribution,  the
Exercise  Price in effect  immediately  prior to such  dividend or  distribution
shall be reduced to a price  determined by dividing an amount equal to the total
number  of Common  Shares  outstanding  immediately  prior to such  dividend  or
distribution  multiplied by the Exercise  Price in effect  immediately  prior to
such dividend or distribution,  by the total number of Common Shares outstanding
immediately  after such issuance or sale. For purposes of any  computation to be
made in  accordance  with the  provisions of this Section 5.5, the Common Shares
issuable by way of dividend or distribution  shall be deemed to have been issued
immediately  after the opening of business on the date  following the date fixed
for  determination  of  shareholders   entitled  to  receive  such  dividend  or
distribution.

            5.6 Adjustment in Number of Warrant Shares.  Upon each adjustment of
the Exercise  Price  pursuant to the provisions of this Article 1, the number of
Warrant  Shares  issuable upon the exercise of each Warrant shall be adjusted to
the nearest  full Common  Share by  multiplying  a number  equal to the Exercise
Price in effect  immediately  prior to such  adjustment by the number of Warrant
Shares  issuable  upon  exercise  of the  Warrants  immediately  prior  to  such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

            5.7  Subscription  Rights  for  Shares  of  Common  Stock  or  Other
Securities. In the case that the Company or an affiliate of the Company shall at
any time after the date  hereof and prior to the  exercise  of all the  Warrants
issue any rights to subscribe for shares of Common Stock or any other securities
of the  Company or of such  affiliate  to all the  shareholders  of the  Company
(other than as set froth in Section 8 hereof),  the  Holders of the  unexercised
Warrants  shall be entitled,  in addition to the shares of Common Stock or other
securities  receivable upon the exercise of the Warrants, to receive such rights
at the time  such  rights  are  distributed  to the  other  shareholders  of the
Company.

<PAGE>

            5.8 Determination of Outstanding Shares. The number of Common Shares
at any one time outstanding  shall include the aggregate number of shares issued
or issuable upon the exercise of outstanding options,  rights, warrants and upon
the   conversion  or  exchange  of  outstanding   convertible  or   exchangeable
securities.

      6.  Payment of Taxes.  The  Company  will pay all taxes  (other than taxes
based upon income or other  taxes  required by law to be paid by the holder) and
other  governmental  charges  that may be imposed  with  respect to the issue or
delivery of shares of Common Stock upon exercise of the Warrants,  excluding any
tax or other charge  imposed in  connection  with any  transfer  involved in the
issue and  delivery of shares of Common Stock in a name other than that in which
the Warrants so exercised were registered.

      7. No  Impairment.  The Company  will not, by amendment of its Amended and
Restated   Certificate   of   Incorporation   or  through  any   reorganization,
recapitalization,   sale  or   transfer   of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the  observance or performance of any of the terms of this Warrant
Certificate  but will at all times in good  faith  carry out all such  terms and
take all such actions as may be reasonably  necessary or appropriate in order to
protect  the rights  herein of the holder of the  Warrants  against  dilution or
other impairment.

      8. Liquidating  Dividends and Other  Distributions.  If the Company pays a
dividend or makes a distribution  on the Common Stock payable  otherwise than in
cash out of earnings or earned surplus  (determined in accordance with generally
accepted accounting principles) except for a stock dividend payable in shares of
Common  Stock  (a  "Liquidating  Dividend")  or  otherwise  distributes  to  its
stockholders  any  assets,   properties,   rights,   evidence  of  indebtedness,
securities  whether  issued by the Company or by another,  or any other thing of
value,  then the Company will pay or distribute to the Registered  Holder of the
Warrants,  upon the exercise of the Warrants,  in addition to the Warrant Shares
purchased  upon  such  exercise,  either  or both of, as the case may be (i) the
Liquidating  Dividend that would have been paid to such Registered  Holder if he
had been the owner of record of such  Warrant  Shares  immediately  prior to the
date on which a record is taken for such  Liquidating  Dividend or, if no record
is taken,  the date as of which the record  holders of Common Stock  entitled to
such dividends or distribution  are to be determined and (ii) the same property,
assets,  rights,  evidences of  indebtedness,  securities  or any other thing of
value that the Registered Holder would have been entitled to receive at the time
of such distribution as if such Warrants had been exercised immediately prior to
such distribution.

<PAGE>

      9. Redemption.  Provided that the Warrant Shares are registered for resale
under  an  effective  Registration  Statement  filed  by the  Company  with  the
Securities  and Exchange  Commission,  upon not less than fourteen (14) business
days'  prior  written  notice as  provided  in  Section  13 hereof  ("Redemption
Notice") to the Registered  Holder,  the Warrants may be redeemed by the Company
at any  time  commencing  30  days  after  the  date  of  effectiveness  of such
Registration Statement and prior to expiration of the Warrants, in whole but not
in part,  at its sole  option,  at the  redemption  price of $0.05 per share for
every share of Common Stock purchasable upon exercise hereof at the time of such
redemption,  if the last sale price of a share of Common  Stock is at least 180%
of the then-effective Exercise Price as adjusted for stock splits, dividends and
the like for the 10  consecutive  trading days ending within three business days
prior to the day on  which  notice  of  redemption  is  given to the  Registered
Holder.  The sending of the  Redemption  Notice shall not affect the  Registered
Holder's  ability to  exercise  these  Warrants at any time prior to the date of
redemption. On and after the date of redemption,  the holder shall only have the
right to  receive  $0.05 per share of Common  Stock  purchasable  upon  exercise
hereof at the time of such redemption.

      10.  Notices of Record Date,  Etc. In case the Company shall take a record
of the  holders of its Common  Stock (or other stock or  securities  at the time
deliverable  upon the exercise of the  Warrants) for the purpose of entitling or
enabling them to receive any dividend or other  distribution,  or to receive any
right to subscribe for or purchase any shares of stock of any class or any other
securities,  or to receive any other right; or of any capital  reorganization of
the Company,  any  reclassification  of the capital  stock of the  Company,  any
consolidation or merger of the Company with or into another  corporation  (other
than a consolidation or merger in which the Company is the surviving entity), or
any transfer of all or substantially all of the assets of the Company; or of the
voluntary or involuntary dissolution,  liquidation or winding-up of the Company,
then,  and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of the Warrants a notice  specifying,  as the case may be, (i)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  and stating the amount and character of such  dividend,
distribution or right, or (ii) the effective date on which such  reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock (or such other stock or  securities at the
time  deliverable  upon the  exercise  of the  Warrants)  shall be  entitled  to
exchange  their shares of Common Stock (or such other stock or  securities)  for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up. The Company will cause such notice to be mailed at least twenty (20)
business days prior to the record date or effective date for the event specified
in such notice unless such prior notice is waived by the Registered Holder.

      11. No Rights of  Stockholders.  Subject to other Sections of this Warrant
Certificate,  the  Registered  Holder shall not be entitled to vote,  to receive
dividends  or  subscription  rights,  nor  shall  anything  contained  herein be
construed to confer upon the Registered  Holder, as such, any of the rights of a
stockholder of the Company,  including without  limitation any right to vote for
the election of directors or upon any matter submitted to stockholders,  to give
or withhold consent to any corporate action (whether upon any  recapitalization,
issuance of stock,  reclassification  of stock, change of par value or change of
stock to no par value,  consolidation,  merger,  conveyance,  or otherwise),  to
receive notices,  or otherwise,  until the Warrants shall have been exercised as
provided herein.

      12.  Replacement  of  Warrant   Certificate.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of this  Warrant  Certificate  and (in the  case of  loss,  theft or
destruction) upon delivery of an indemnity agreement reasonably  satisfactory to
the Company,  or (in the case of mutilation)  upon surrender and cancellation of
this Warrant Certificate, the Company will issue, in lieu thereof, a new warrant
certificate of like tenor.

<PAGE>

      13. Mailing of Notices, Etc.

                        (a)  All   notices,   requests,   consents,   and  other
communications  in connection  with these Warrants shall be in writing and shall
be deemed  delivered  (i) three (3) business days after being sent by registered
or certified  mail,  return receipt  requested,  postage  prepaid,  (ii) one (1)
business  day  after  being  sent  via a  reputable  overnight  courier  service
guaranteeing  next business day delivery in the Holder's  country or region,  or
(iii) on actual receipt if delivered by telecopier,  in each case delivery shall
be made to the intended recipient as set forth below: If to the Company:

                  GigaBeam Corporation
                  470 Springpark Place, Suite 900
                  Herndon, Virginia  20170
                  Attention:  Louis S. Slaughter
                  Telecopier No.: (571) 283-6203
                  Attention: Louis S. Slaughter, CEO
                  (e-mail: lou.slaughter@gigabeam.com)

                  With a copy to:

                  Blank Rome LLP
                  405 Lexington Avenue
                  New York, New York 10174
                  Telecopier No.: (212) 885-5544
                  Attention: Elise M. Adams, Esq.
                  (e-mail: eadams@blankrome.com)

                  If to the Registered Holder:

      To the address set forth in the Warrant Register as described in Section 4
hereof.

                        (b)  All  notices  and  other  communications  from  the
Company  to the  Registered  Holder  of the  Warrants  shall  be (x)  mailed  by
first-class  certified or  registered  mail,  postage  prepaid,  and (y) sent by
telecopier  delivery,  to the address and  telecopier  number  furnished  to the
Company in writing by the last  Registered  Holder of these  Warrants  who shall
have furnished an address to the Company in writing. In the case of a Redemption
Notice  pursuant to Section 8, such notice  shall be provided by (x)  telecopier
delivery and (y) courier or hand delivery,  and not by first class  certified or
registered mail as prescribed above. All notices and other  communications  from
the Registered  Holder of the Warrants or in connection  herewith to the Company
shall be mailed by first-class certified or registered mail, postage prepaid, to
the Company's  office set forth above.  If the Company should at any time change
the location of its  principal  office to a place other than as set forth below,
then it shall  give  prompt  written  notice  to the  Registered  Holder  of the
Warrants and  thereafter  all  references in the Warrants to the location of its
principal office at the particular time shall be as so specified in such notice.

<PAGE>

      14. Change or Waiver. Any term of this Warrant  Certificate may be changed
or waived only by an  instrument  in writing  signed by the party  against which
enforcement of the change or waiver is sought.

      15. Headings. The headings in this Warrant Certificate are for purposes of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of any
provision of this Warrant Certificate.

      16.  Severability.  If any provision of this Warrant  Certificate shall be
held to be invalid and unenforceable,  such invalidity or unenforceability shall
not affect any other provision of this Warrant Certificate.

      17. Governing Law and Submission to Jurisdiction. This Warrant Certificate
will be governed by and  construed in  accordance  with the laws of the State of
New York  without  regard to  principles  of  conflict  or choice of laws of any
jurisdiction, except to the extent that the Delaware and General Corporation Law
is mandatorily applicable.  The parties hereby agree that any action, proceeding
or claim  against  it arising  out of, or  relating  in any way to this  Warrant
Certificate  shall be  brought  and  enforced  in the courts of the State of New
York, and irrevocably submit to such  jurisdiction,  which jurisdiction shall be
exclusive.

      18.  Certificate.  Upon request by the Registered  Holder of the Warrants,
the Company shall promptly deliver to such holder a certificate  executed by its
President  or  Chief  Financial  Officer  setting  forth  the  total  number  of
outstanding  shares of capital stock,  convertible debt instruments and options,
rights,  warrants or other  agreements  relating to the purchase of such capital
stock or  convertible  debt  instruments,  together with its  calculation of the
number of shares remaining available for issuance upon exercise of the Warrants,
and a certificate of the accuracy of the statements set forth therein.

      19.  Supplements  and  Amendments.  The  Company  may  from  time  to time
supplement or amend this Warrant Certificate in order to cure any ambiguity,  to
correct or supplement any provision  contained  herein which may be defective or
inconsistent  with any  provision  herein,  or to make any other  provisions  in
regard to matters or  questions  arising  hereunder  which the  Company  and the
Registered Holder may deem necessary or desirable.

      20.  Successors.   All  the  covenants  and  provisions  of  this  Warrant
Certificate  shall be binding  upon and inure to the  benefit of the Company and
the Registered Holder and their respective successors and assigns hereunder.

      21. Benefits of these Warrants.  Nothing in this Warrant Certificate shall
be construed to give to any person, entity or corporation other than the Company
and the Registered  Holder of the Warrants any legal or equitable right,  remedy
or claim  under this  Warrant  Certificate;  and the rights  under this  Warrant
Certificate  shall be for the sole and exclusive  benefit of the Company and the
Registered Holder of the Warrants.

<PAGE>

      IN  WITNESS  WHEREOF,   GIGABEAM   CORPORATION  has  caused  this  Warrant
Certificate  to be signed by its duly  authorized  officers  under its corporate
seal and to be dated on the day and year first written above.

                                GIGABEAM CORPORATION

                                By:_________________________________
                                Name:  Louis S. Slaughter
                                Title: Chief Executive Officer

<PAGE>

                                     ANNEX A

                             NOTICE OF EXERCISE FORM

To:                                                        Dated:

            In accordance with the Warrant  Certificate  enclosed with this Form
of Election to Purchase,  the undersigned  hereby irrevocably elects to purchase
_____________  shares  of common  stock  ("Common  Stock"),  $.001 par value per
share, of GigaBeam  Corporation  ("Company") and encloses herewith  $________ in
cash, certified or official bank check or checks or other immediately  available
funds,  which sum  represents  the aggregate  Exercise  Price (as defined in the
Warrant Certificate) for the number of shares of Common Stock to which this Form
of Election to Purchase  relates,  together with any applicable taxes payable by
the undersigned pursuant to the Warrant Certificate.

                                       or

            In accordance with the Warrant  Certificate  enclosed with this Form
of Election to Purchase,  the undersigned  hereby irrevocably elects to purchase
____________ shares of common stock ("Common Stock"), $.001 par value per share,
of GigaBeam Corporation  ("Company") by surrender of Warrants to purchase ______
shares of Common Stock (with a "Market Value" of $____).

            The undersigned hereby represents, warrants to, and agrees with, the
Company that:

                              (i)  The  undersigned  is  acquiring  the  Warrant
Shares for its own account and not with a view towards the distribution thereof;

                              (ii) The  undersigned  has  received a copy of all
reports and  documents  required to be filed by the Company with the  Commission
pursuant to the Securities Exchange Act of 1934, as amended,  within the last 12
months and all reports issued by the Company to its stockholders;

                              (iii)  The  undersigned  understands  that it must
bear the economic risk of the investment in the Warrant Shares,  which cannot be
sold  unless they are  registered  under the  Securities  Act of 1933 (the "1933
Act") or an exemption therefrom is available thereunder;

                              (iv) The  undersigned  is aware  that the  Company
shall place stop transfer orders with its transfer agent against the transfer of
the  Warrant  Shares in the  absence  of  registration  under the 1933 Act or an
exemption therefrom as provided herein;

                                             Signature:

                                             Address:
<PAGE>

                                     ANNEX B

                                 ASSIGNMENT FORM

            FOR VALUE RECEIVED,  _________________________________ hereby sells,
assigns and  transfers all of the rights of the  undersigned  under the attached
Warrant Certificate with respect to the number of shares of Common Stock covered
thereby set forth below, unto:

           Name of Assignee           Address            No. of Shares
           ----------------           -------            -------------

                                       Dated:


                                       Signature:

                                       Dated:


                                       Witness:
<PAGE>

                                                                       EXHIBIT B


NUMBER                    (SEE REVERSE SIDE FOR LEGEND)                 WARRANTS
------                                                                  --------

        (THIS WARRANT CERTIFICATE WILL BE VOID IF NOT EXERCISED PRIOR TO
                 5:00 P.M. NEW YORK CITY TIME, January   , 2011
                              GIGABEAM CORPORATION

                                                           CUSIP _______________

                                CLASS B WARRANTS

THIS CERTIFIES THAT, for value received

is the registered  holder of Class B Warrants  expiring January  ________,  2011
(the "Warrants") to purchase one fully paid and  non-assessable  share of Common
Stock, par value $.001 per share ("Shares"), of GigaBeam Corporation, a Delaware
corporation  (the  "Company"),  for  each  Warrant  evidenced  by  this  Warrant
Certificate.  The  Warrants  entitle  the holder  thereof to  purchase  from the
Company,  at any time  through the  expiration  of the  Warrants  such number of
Shares of the  Company at the price of $7.00 per share,  subject to  adjustment,
upon surrender of this Warrant  Certificate  and payment of the Warrant Price at
the office or agency of the Warrant  Agent,  Continental  Stock Transfer & Trust
Company  (such  payment to be made by check made payable to the Warrant  Agent),
but only subject to the conditions set forth herein and in the Warrant Agreement
between the Company and Continental Stock Transfer & Trust Company.  The Warrant
Agreement  provides that upon the occurrence of certain events the Warrant Price
and the number of Warrant Shares  purchasable  hereunder,  set forth on the face
hereof, may, subject to certain conditions,  be adjusted. The term Warrant Price
as used in this  Warrant  Certificate  refers  to the  price  per Share at which
Shares may be purchased at the time a Warrant is exercised.

      No fraction of a Share will be issued upon any  exercise of a Warrant.  If
the holder of a Warrant  would be entitled to receive a fraction of a Share upon
any exercise of a Warrant,  the Company shall,  upon such exercise,  round up to
the nearest whole number the number of Shares to be issued to such holder.

      Upon any  exercise of Warrants  for less than the total number of Warrants
represented by this Warrant Certificate, there shall be issued to the registered
holder hereof or his assignee a new Warrant  Certificate  covering the number of
Warrants that have not been exercised.

      This Warrant Certificate,  when surrendered at the office or agency of the
Warrant  Agent by the  registered  holder  hereof in person or by attorney  duly
authorized  in  writing,  may be  exchanged  in the  manner  and  subject to the
limitations  provided  in the  Warrant  Agreement,  but  without  payment of any
service charge, for another Warrant Certificate or Warrant  Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.

      Upon  due  presentment  for   registration  of  transfer  of  the  Warrant
Certificate  at the  office  or  agency  of the  Warrant  Agent,  a new  Warrant
Certificate  or  Warrant  Certificates  of  like  tenor  and  evidencing  in the
aggregate  a like  number  of  Warrants  shall be issued  to the  transferee  in
exchange for this Warrant  Certificate,  subject to the limitations  provided in
the Warrant  Agreement,  without  charge except for any  applicable tax or other
governmental charge.

      The Company and the Warrant Agent may deem and treat the registered holder
as the absolute owner of this Warrant Certificate  (notwithstanding any notation
of ownership  or other  writing  hereon made by anyone),  for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

      The Warrants do not entitle the registered  holder to any of the rights of
a stockholder of the Company.

      The Company reserves the right to call the Warrants for redemption, at any
time after __________ ___, 2005 [THE DATE THAT IS 30 DAYS AFTER EFFECTIVENESS OF
THE REGISTRATION STATEMENT REQUIRED UNDER THE SECURITIES PURCHASE AGREEMENT] and
at any time  prior to their  exercise,  with a notice of call in  writing to the
holders of record of the Warrants, giving 14 business days' prior written notice
of such  call,  if,  the last sale  price of the  Shares  has been at least 180%
(initially  $_____),  of the  price  per  Share at which  Shares  could  then be
purchased  upon  exercise  of the  Warrant  for all ten (10)of  the  consecutive
trading days ending within three business days prior to the date on which notice
of such call is given. The call price of the Warrants is to be $.05 per Warrant.
Any Warrant  either not  exercised or tendered back to the Company by the end of
the date  specified  in the notice of call shall be canceled on the books of the
Company and have no further value except for the $.05 call price.

By: ________________________________    By: ____________________________________
                           Secretary                       Chairman of the Board

<PAGE>

                                SUBSCRIPTION FORM

      To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise  ______________
Warrants represented by this Warrant Certificate,  and to purchase the shares of
Common Stock  issuable  upon the exercise of such  Warrants,  and requests  that
Certificates for such shares shall be issued in the name of

________________________________________________________________________________
                     (PLEASE TYPE OR PRINT NAME AND ADDRESS)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to ____________________________________________________________
                     (PLEASE PRINT OR TYPE NAME AND ADDRESS)

________________________________________________________________________________
and, if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:

Dated: _____________________               _____________________________________
                                           (SIGNATURE)
                                           _____________________________________
                                           (ADDRESS)
                                           _____________________________________

                                           _____________________________________
                                           (TAX IDENTIFICATION NUMBER)

                                   ASSIGNMENT
       To Be Executed by the Registered Holder in Order to Assign Warrants

For Value Received,  _______________________  hereby sell,  assign, and transfer
unto

________________________________________________________________________________
                     (PLEASE TYPE OR PRINT NAME AND ADDRESS)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
________________________________________________________________________________

and be delivered to ____________________________________________________________
                     (PLEASE PRINT OR TYPE NAME AND ADDRESS)

______________________ of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitute and appoint _________________________________
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.

Dated: _________________________             _________________________________
                                             (SIGNATURE)

The signature to the assignment of the Subscription  Form must correspond to the
name  written  upon the face of this Warrant  Certificate  in every  particular,
without  alteration  or  enlargement  or any  change  whatsoever,  and  must  be
guaranteed  by a  commercial  bank or  trust  company  or a  member  firm of the
American  Stock  Exchange,  New York Stock  Exchange,  Pacific Stock Exchange or
Chicago Stock Exchange.

<PAGE>

                                                                       EXHIBIT C

                         SCHEDULE OF RELATED INFORMATION
                                 AND EXCEPTIONS

                                 TO THAT CERTAIN

                          SECURITIES PURCHASE AGREEMENT

                             DATED JANUARY 28, 2005

                             -----------------------
                                     [DATE]

<PAGE>

General Terms of Schedules:

1.    Unless the  context  otherwise  requires,  any terms  used  herein but not
      defined herein shall have the meanings  ascribed thereto in the Securities
      Purchase  Agreement dated as of January 28, 2005 (the  "AGREEMENT") by and
      between GigaBeam Corporation,  a Delaware corporation ("GIGABEAM") and the
      Investors  listed on the Schedule of Investors  attached to the  Agreement
      (the "INVESTORS").

2.    No disclosure of any matter  contained  herein shall create an implication
      that such matter meets any standard of materiality.  Matters  reflected in
      the following Schedules are not necessarily limited to matters required by
      the Agreement to be reflected in the Schedules.  Such  additional  matters
      are set  forth  for  informational  purposes  only and do not  necessarily
      include other matters of a similar nature,  nor shall the inclusion of any
      item be construed  as implying  that any such item is  "material"  for any
      purpose.

3.    The disclosure of any information in any Schedule attached hereto shall be
      deemed  to be  disclosure  in all  Schedules  attached  hereto,  and shall
      qualify  and  amplify  each  representation  or  warranty  given under the
      Agreement  by GigaBeam to the same  extent as if specific  reference  were
      made to such Schedule in the warranty or representation.

4.    Headings and  introductory  language have been inserted in the sections of
      the Schedules  for  convenience  of reference  only and shall to no extent
      have the effect of  amending or changing  the express  description  of the
      Sections as set forth in the Agreement.
<PAGE>

                                  SCHEDULE 3.1

                 Organization, Good Standing, and Qualification

GigaBeam is qualified to do business in Virginia.

<PAGE>

                                  SCHEDULE 3.2

                                  Subsidiaries

GigaBeam  Service  Corporation,  a  Delaware  corporation,  is  wholly-owned  by
GigaBeam.

GigaBeam holds a warrant to purchase 40,458 shares of the common stock of Sophia
Wireless, Inc. at a price of $2.20 per share.

<PAGE>

                                  SCHEDULE 3.3

                                 Capitalization

Common Stock

There are 40,000,000  shares of Common Stock  authorized and 4,603,440 shares of
Common Stock issued and outstanding.

Preferred Stock

There  are  10,000,00  shares of  Preferred  Stock  authorized  and no shares of
Preferred Stock have been issued.

Options and Warrants

The  aggregate  number  of  shares of  Common  Stock  that may be  issued  under
GigaBeam's  2004 Stock Option Plan is 500,000.  GigaBeam has granted  options to
purchase 403,100 shares of Common Stock under the 2004 Stock Option Plan with an
exercise  price of either $5.00 or $5.05 per share.  An additional  option grant
for 5,000 shares of Common Stock is subject to Board of Director approval.

GigaBeam has granted  non-plan options to purchase an aggregate of 95,010 shares
of Common Stock with an exercise price of $1.00 per share.

GigaBeam  has issued the  following  warrants  to purchase  Common  Stock of the
Company:  (i)  warrants  to  purchase  35,750  shares of Common  Stock to Sophia
Wireless,  Inc. at $1.00 per share; (ii) 1,428,400 warrants issued in GigaBeam's
initial public  offering with an exercise price of $5.05 per share;  and (iii) a
Representative  Purchase  Option  issued to HCFP to purchase  130,000  shares of
Common Stock at $5.555 per share and 130,000 warrants at $.055 per warrant.

Other Contracts

Elite Financial  Communications  Services Group, LLC ("Elite Financial") holds a
warrant to purchase up to 20,000 shares of Common Stock with 5,000 shares vested
December  31, 2004 with an exercise  price of $8.75 per share,  5,000  shares to
vest on April 1, 2005 with an exercise  price of $10.50 per share,  5,000 shares
to vest on July 1, 2005 with an exercise price $12.25 per share and 5,000 shares
to vest on October 1, 2005 with an exercise price of $14.00 per share.
<PAGE>

                                  SCHEDULE 3.4

                               Registration Rights

GigaBeam  granted  certain demand  registration  and  "piggy-back"  registration
rights pursuant to the Representative's  Purchase Option dated as of October 20,
2004, by and between GigaBeam and HCFP.

Pursuant to a Service Agreement dated December 31, 2004, by and between GigaBeam
and Elite  Financial,  GigaBeam granted a warrant to Elite Financial to purchase
up to 20,000 shares of Common Stock with "piggy-back"  registration rights after
June 30, 2005.

Registration rights were granted to the holders of GigaBeam's  outstanding class
of publicly traded warrants pursuant to the warrant agreement relating thereto.

<PAGE>

                                  SCHEDULE 3.6

                                  Authorization

Board of Director and stockholder  approval to amend  GigaBeam's  Certificate of
Incorporation to increase its authorized  Common Stock (as well as the filing of
such amendment) will be required if a number of shares of Common Stock in excess
of the  authorized  and  unissued  shares  must be issued (i) as a result of the
anti-dilution  provision of the  Warrants (as defined in the Warrant  Agreement)
and/or (ii) to pay  interest  in the form of Interest  Shares (as defined in the
Notes).

<PAGE>

                                  SCHEDULE 3.8

                         Filings, Consents and Approvals

Consents and Filings

See Schedule 3.6.

GigaBeam is required to file a  registration  statement on Form 8-A with the SEC
with  respect to the  registration  of the Public  Warrants  (as  defined in the
Warrant Agreement) under the Exchange Act.

GigaBeam is required to file an  application  for a CUSIP  number with the CUSIP
Bureau for the Public Warrants.

The Radio  Station  Authorization  for  MM-Millimeter  Wave 70/80/90 GHz Service
under call sign WQBS629 held by GigaBeam Service Corporation.

The Radio  Station  Authorization  for  MM-Millimeter  Wave 70/90/90 GHz Service
under call sign WQAK751 held by GigaBeam.

<PAGE>

                                  SCHEDULE 3.9

                                   Litigation

See Schedule 3.10.

<PAGE>

                                  SCHEDULE 3.10

                             Patents and Trademarks

Letters  dated  March 2,  2004 and June 18,  2004  from the law firm of  Blakely
Sokoloff  Taylor & Zapman to Louis  Slaughter  asking  that  GigaBeam  cease and
desist  of the use of the name  and mark  GIGABEAM  because  such use  allegedly
infringes on the trademark and service mark TERABEAM or derivatives thereof.

<PAGE>

                                  SCHEDULE 3.18

                          Title to Property and Assets

GigaBeam has granted Agilent Financial Services, Inc. a security interest in the
following equipment in connection with the financing of such equipment:

                        Secured Asset                              Amount
                        -------------                              ------
         Spectrum Analyzer and related equipment                 $117,816.00
         Vector Network Analyzer and related                     $340,485.00
         equipment

GigaBeam expects to grant security  interests in the following  equipment in the
next 12 months:

<TABLE>
<CAPTION>
                Lender                          Secured Asset                          Amount
                ------                          -------------                          ------
<S>                                   <C>                                             <C>
         Anritsu Company              Vector Network Analyzer and related             $238,130.00
                                      equipment

         Anritsu Company              Synthesizer and related equipment               $ 74,700.00

         Anritsu Company              Vector Network Analyzer                         $294,550.00


         Various other lenders        Next Phase Equipment: Power meters,             $232,000.00
                                      diodes, auto cads, Oven, computers,
                                      pattern generator, Lab and lab
                                      accessories
</TABLE>

NOTES:

1. As shown  above,  GigaBeam  expects to acquire  two  Anritsu  Vector  Network
Analyzers (VNA's) and a Synthesizer along with related  equipment.  The terms of
the financing from Anristsu Company provide for 33%  downpayments  along with 12
equal monthly payments on the balances owed.

2. Upon receipt of the second Anritsu  Vector  Network  Analyzer (item amount of
$294,550.00),  GigaBeam  intends to assign the lease on the first Anritsu Vector
Network Analyzer (item amount $238,130.00) (within thirty days of receipt of the
second VNA) to its contract  manufacturer CTT Incorporated for the amount of the
outstanding lease on GigaBeam's  balance sheet plus receive  reimbursement  from
CTT  Incorporated  the amount of the downpayment plus any lease payments made by
GigaBeam to Anritsu Company for this first VNA. GigaBeam will have approval from
Anristsu  Company that the lease may be assigned  prior to receipt of the second
VNA.

<PAGE>

                                                                       EXHIBIT D

                                WARRANT AGREEMENT

      Agreement made as of January 28, 2005 effective as of the OTC Listing Date
(as hereinafter defined) between GigaBeam  Corporation,  a Delaware corporation,
with  offices at 470  Springpark  Place,  Suite  900,  Herndon,  Virginia  20170
("Company"),  and  Continental  Stock  Transfer  &  Trust  Company,  a New  York
corporation,  with  offices  at 17  Battery  Place,  New  York,  New York  10004
("Warrant Agent").

      WHEREAS, the Company is engaged in a private placement  ("Offering") of up
to $2.5 million principal amount of its 8% senior  convertible  promissory notes
("Notes") and common stock purchase warrants  ("Warrants") and has determined to
cause such Warrants to become (i) registered under Section 12(g) of the Exchange
Act of 1934 and (ii) listed on the OTC Bulletin Board;

      WHEREAS,  HCFP  Brenner  Securities  LLC  ("HCFP") is serving as placement
agent in  connection  with the Offering for which it will  receive,  among other
things,  a number of Warrants  equal to 10% of the  Warrants  issued and sold to
investors in the Offering;

      WHEREAS, the Company desires that after the date on which the Warrants are
listed on the OTC Bulletin  Board ("OTC  Listing  Date"),  certain terms thereof
automatically change, and that upon any transfer of Warrants effectuated through
the Warrant Agent,  certificates in customary,  market  tradeable form be issued
and governed by the terms of this Agreement;

      WHEREAS,  the Company  intends to  register  the (a) resale by the initial
purchasers  (including  HCFP for  purposes  of this  Agreement)  thereof  of the
Warrants and the shares of common stock issuable to such initial purchasers upon
exercise of the Warrants and (b) the issuance by the Company of shares of common
stock upon  exercise of the Warrants by any  purchasers  of such Warrants in the
open market;

      WHEREAS,  each such Warrant  evidences the right of the holder  thereof to
purchase  one  share of  common  stock of the  Company  ("Common  Stock")  at an
exercise price of $7.00 per share, subject to adjustment as described herein;

      WHEREAS,  any  Warrants  purchased in the open market on and after the OTC
Listing  Date  shall  be  referred  to  herein  as the  "Public  Warrants"  and,
collectively, with the Warrants, the "Warrants;"

      WHEREAS,  the Company  desires that the Warrant Agent act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
registration, transfer, exchange, redemption and exercise of the Warrants;

<PAGE>

      WHEREAS, the Company desires to provide for the form and provisions of the
Public  Warrants,  the terms upon which they shall be issued and exercised,  and
the respective rights and obligation of the Company,  the Warrant Agent, and the
holders of the Warrants; and

      WHEREAS,  all acts and  things  have  been  done and  performed  which are
necessary to make the Public  Warrants,  when  executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein,  the
valid,  binding and legal  obligations  of the  Company,  and to  authorize  the
execution and delivery of this Agreement.

      NOW,   THEREFORE,   in  consideration  of  the  mutual  agreements  herein
contained, the parties hereto agree as follows:

      1.  Appointment of Warrant Agent.  The Company hereby appoints the Warrant
Agent, effective as of the OTC Listing Date, to act as agent for the Company for
the Warrants,  and the Warrant Agent hereby accepts such  appointment and agrees
to perform the same in  accordance  with the terms and  conditions  set forth in
this Agreement.

      2. Warrants.

            2.1 Forms of  Warrant.  The  Warrants  outstanding  prior to the OTC
Listing  Date will have been  issued in the form  attached  hereto as EXHIBIT A.
Each  Public  Warrant  shall be  issued in  registered  form  only,  shall be in
substantially the form attached hereto as EXHIBIT B, the provisions of which are
incorporated  herein and shall be signed by, or bear the facsimile signature of,
the Chairman of the Board or  President  and  Treasurer,  Secretary or Assistant
Secretary of the Company and shall bear a facsimile of the  Company's  seal.  In
the event the person whose  facsimile  signature has been placed upon any Public
Warrant  shall have ceased to serve in the capacity in which such person  signed
the Public Warrant  before such Public Warrant is issued,  it may be issued with
the  same  effect  as if he or she had  not  ceased  to be  such at the  date of
issuance.

            2.2 Effect of  Countersignature.  Unless and until  countersigned by
the Warrant Agent pursuant to this Agreement,  a Public Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.

            2.3 Registration.

                  2.3.1 Warrant Register. The Warrant Agent shall maintain books
("Warrant Register"), for the registration of transfer of the Warrants. Upon any
transfer of the Warrants,  the Warrant Agent shall issue the new Warrants in the
form of Public  Warrants only and shall register the new Public  Warrants in the
names of the respective  holders thereof in such  denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.

<PAGE>

                  2.3.2  Registered   Holder.   Prior  to  due  presentment  for
registration  of transfer of any Warrant,  the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant  shall be  registered  upon
the  Warrant  Register  ("registered  holder"),  as the  absolute  owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant  Certificate made by anyone other than
the Company or the Warrant Agent), for the purpose of any exercise thereof,  and
for all other  purposes,  and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

      3. Terms and Exercise of Warrants

            3.1 Warrant Price.  Each Warrant shall entitle the registered holder
thereof,  subject  to  the  provisions  of  such  Warrant  and of  this  Warrant
Agreement,  to purchase  from the  Company the number of shares of Common  Stock
stated  therein,  at  the  price  of  $7.00  per  whole  share,  subject  to the
adjustments  provided in Section 4 hereof, in the last sentences of this Section
3.1 and in Section 5.1 hereof.  The term "Warrant Price" as used in this Warrant
Agreement  refers to the price per share at which  Common Stock may be purchased
pursuant to the exercise of a Warrant at the time such Warrant is exercised. The
Company in its sole  discretion may lower the Warrant Price at any time prior to
the Expiration Date.

            3.2 Duration of Warrants.  A Warrant may be exercised  from the date
hereof through the period ("Exercise Period") commencing on the date hereof and
terminating on the earlier of (i) January 28, 2011 and (ii) the date fixed for
redemption of the Warrants as provided in Section 6 of this Agreement
("Expiration Date"). Except with respect to the right to receive the Redemption
Price (as set forth in Section 6 hereunder), each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date.

            3.3 Exercise of Warrants.

                  3.3.1  Payment.  Subject to the  provisions of the Warrant and
this Warrant Agreement,  a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered  holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed,  and by paying in full, in lawful money
of the United States,  in cash,  good certified check or good bank draft payable
to the order of the  Company (or as  otherwise  agreed to by the  Company),  the
Warrant  Price for each full  share of Common  Stock as to which the  Warrant is
exercised and any and all applicable  taxes due in connection  with the exercise
of the  Warrant,  the  exchange  of the Warrant  for the Common  Stock,  and the
issuance of the Common Stock.

<PAGE>

                  3.3.2 Issuance of Certificates.  As soon as practicable  after
the  exercise of any Warrant  and the  clearance  of the funds in payment of the
Warrant Price, the Company shall issue to the registered  holder of such Warrant
a certificate or  certificates  for the number of full shares of Common Stock to
which  such  holder  is  entitled,  registered  in such  name or names as may be
directed by such holder,  and if such Warrant  shall not have been  exercised in
full, a new  countersigned  Public  Warrant for the number of shares as to which
such Warrant shall not have been exercised.  Notwithstanding the foregoing,  the
Company  shall not be  obligated  to  deliver  any  securities  pursuant  to the
exercise of a Warrant unless a registration statement under the Act with respect
to the  Common  Stock  is  effective.  Warrants  may  not be  exercised  by,  or
securities  issued to, any registered holder in any state in which such exercise
would be unlawful.

                  3.3.3 Valid  Issuance.  All shares of Common Stock issued upon
the proper  exercise of a Warrant in  conformity  with this  Agreement  shall be
validly issued, fully paid and nonassessable.

                  3.3.4  Date of  Issuance.  Each  person in whose name any such
certificate  for shares of Common  Stock  issued  upon the proper  exercise of a
Warrant  shall for all purposes be deemed to have become the holder of record of
such shares on the date on which the Warrant was  surrendered and payment of the
Warrant  Price  was  made,   irrespective  of  the  date  of  delivery  of  such
certificate,  except that,  if the date of such  surrender and payment is a date
when the stock  transfer  books of the Company are closed,  such person shall be
deemed to have  become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.

            3.4 Warrant Solicitation and Warrant Solicitation Fee.

<PAGE>

                  3.4.1 The Company has engaged HCFP, on a non-exclusive  basis,
as its agent for the  solicitation of the exercise of the Public  Warrants.  The
Company, at its cost, will (i) assist HCFP with respect to such solicitation, if
requested by HCFP, and (ii) direct the Company's  transfer agent and the Warrant
Agent to  deliver  to HCFP,  lists  of the  record  and,  to the  extent  known,
beneficial  owners of the Public  Warrants.  The Company  hereby  instructs  the
Warrant Agent to cooperate with HCFP in every respect in connection  with HCFP's
solicitation  activities,  including,  but not limited to, providing to HCFP, at
the Company's cost, a list of record and, to the extent known, beneficial owners
of the Public  Warrants  and  circulating  a  prospectus  or  offering  circular
provided by the Company disclosing the compensation  arrangements  referenced in
Section 3.4.2 below to holders of the Public Warrants at the time of exercise of
the Public  Warrants.  In addition to the conditions set forth in Section 3.4.2,
HCFP shall accept  payment of the warrant  solicitation  fee provided in Section
3.4.2 only if it has provided  bona fide  services to the Company in  connection
with the exercise of the Public Warrants and only to the extent that an investor
who exercises his Public Warrants specifically designates, in writing, that HCFP
solicited his exercise. In addition to soliciting,  either orally or in writing,
the  exercise of Public  Warrants by a holder,  such  services  may also include
disseminating  information,  either  orally or in writing,  to holders about the
Company  or the  market  for  the  Company's  securities,  or  assisting  in the
processing of the exercise of Public Warrants.

                  3.4.2 In each instance in which a Public Warrant is exercised,
the Warrant  Agent shall  promptly  give written  notice of such exercise to the
Company and HCFP ("Warrant Agent's Exercise  Notice").  If, upon the exercise of
any Public Warrant more than one year from the date hereof, (i) the market price
of the Company's Common Stock is greater than the Warrant Price, (ii) disclosure
of  compensation  arrangements  between the Company and HCFP with respect to the
solicitation  of the  exercise  of the Public  Warrants  was made at the time of
exercise (by delivery of the  Prospectus or as otherwise  required by applicable
law, rule or  regulation),  (iii) the holder of the Public  Warrant  confirms in
writing that the exercise of the Public Warrant was solicited by HCFP,  (iv) the
Public Warrant was not held in a discretionary account, and (v) the solicitation
of the exercise of the Public  Warrant was not in violation of  Regulation M (as
such rule or any  successor  rule may be in effect as of such time of  exercise)
promulgated  under the  Securities  Exchange Act of 1934,  as amended,  then the
Warrant  Agent,  simultaneously  with  the  distribution  of  the  Common  Stock
underlying the Public Warrants so exercised in accordance with the  instructions
from the Company  following receipt of the proceeds to the Company received upon
exercise of such Public Warrant(s),  shall, on behalf of the Company,  pay a fee
of 5% of the Warrant  Price to HCFP,  provided that HCFP delivers to the Warrant
Agent within ten (10) business days from the date on which HCFP has received the
Warrant Agent's  Exercise Notice, a certificate that the conditions set forth in
the preceding clauses (iii),  (iv) and (v) have been satisfied.  Notwithstanding
the foregoing,  no fee will be paid to HCFP with respect to the exercise by HCFP
or its  affiliates  or the  Company's  officers or directors of Public  Warrants
purchased  by it or them and still  held by them for its or their  own  account.
HCFP and the Company may at any time during business hours,  examine the records
of  the  Warrant  Agent,   including  its  ledger  of  original  Public  Warrant
certificates returned to the Warrant Agent upon exercise of Public Warrants.
<PAGE>

                  3.4.3 The  provisions  of this  Section 3 may not be modified,
amended or deleted without the prior written consent of HCFP.

      4. Adjustments.

            4.1 Stock  Dividends  -  Split-Ups.  If after the date  hereof,  and
subject to the  provisions of Section 4.5, the number of  outstanding  shares of
Common Stock is increased by a stock dividend  payable in shares of Common Stock
or by a split-up of shares of Common Stock or other similar event,  then, on the
effective  date  thereof,  the number of shares  issuable  on  exercise  of each
Warrant shall be increased in proportion to such increase in outstanding  shares
and the then applicable Warrant Price shall be correspondingly decreased.

            4.2 Aggregation of Shares. If after the date hereof,  and subject to
the provisions of Section 4.5, the number of outstanding  shares of Common Stock
is decreased by a consolidation,  combination or  reclassification  of shares of
Common Stock or other  similar  event,  then,  upon the  effective  date of such
consolidation, combination or reclassification, the number of shares issuable on
exercise of each Warrant  shall be decreased in  proportion  to such decrease in
outstanding   shares   and  the  then   applicable   Warrant   Price   shall  be
correspondingly increased.

            4.3 Replacement of Securities Upon Reorganization, etc. If after the
date hereof any capital  reorganization or  reclassification of the Common Stock
of the  Company,  or  consolidation  or  merger  of  the  Company  with  another
corporation,  or the sale of all or  substantially  all of its assets to another
corporation  or other similar  event shall be effected,  then, as a condition of
such reorganization,  reclassification,  consolidation,  merger, or sale, lawful
and fair provision  shall be made whereby the holders shall  thereafter have the
right to purchase and receive,  upon the basis and upon the terms and conditions
specified  in the  Warrants  and in lieu of the  shares of  Common  Stock of the
Company immediately  theretofore purchasable and receivable upon the exercise of
the rights represented thereby, such shares of stock,  securities,  or assets as
may be issued or  payable  with  respect  to or in  exchange  for the  number of
outstanding  shares of such  Common  Stock equal to the number of shares of such
stock  immediately  theretofore  purchasable and receivable upon the exercise of
the   rights   represented   by   the   Warrants,   had   such   reorganization,
reclassification,  consolidation,  merger,  or sale not taken  place and in such
event  appropriate  provision  shall be made  with  respect  to the  rights  and
interests  of the  holders  to the end that the  provisions  hereof  (including,
without  limitation,  provisions for adjustments of the Warrant Price and of the
number of shares purchasable upon the exercise of the Warrants) shall thereafter
be  applicable,  as  nearly  as  may  be in  relation  to any  share  of  stock,
securities,  or assets  thereafter  deliverable  upon the exercise  hereof.  The
Company shall not effect any such consolidation, merger, or sale unless prior to
the consummation  thereof the successor  corporation (if other than the Company)
resulting from such consolidation or merger, or the corporation  purchasing such
assets, shall assume by written instrument executed and delivered to the Warrant
Agent the obligation to deliver to the holders such shares of stock, securities,
or assets as, in accordance with the foregoing  provisions,  such holders may be
entitled to purchase.
<PAGE>

            4.4  Notices of Changes in  Warrant.  Upon every  adjustment  of the
Warrant  Price or the number of shares  issuable on  exercise of a Warrant,  the
Company shall give written  notice  thereof to the Warrant  Agent,  which notice
shall state the Warrant Price resulting from such adjustment and the increase or
decrease,  if any,  in the number of shares  purchasable  at such price upon the
exercise  of a  Warrant,  setting  forth in  reasonable  detail  the  method  of
calculation  and the facts  upon  which  such  calculation  is  based.  Upon the
occurrence of any event specified in Sections 4.1, 4.2 or 4.3, the Company shall
give  written  notice in the manner set forth  above of the record date for such
dividend,  distribution,  or subscription  rights, or the effective date of such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation,  winding up or issuance or the  adjustment  date of the increase in
the  exercise  price.  Such notice  shall also  specify the date as of which the
holders  of  Common  Stock  of  record  shall   participate  in  such  dividend,
distribution,  or  subscription  rights,  or shall be entitled to exchange their
Common  Stock for  stock,  securities,  or other  assets  deliverable  upon such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation,  winding up or issuance. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.

            4.5 No Fractional Shares. Notwithstanding any provision contained in
this Warrant  Agreement to the contrary,  the Company shall not issue fractional
shares upon exercise of Warrants.  If, by reason of any adjustment made pursuant
to this  Section  4, the  holder  of any  Warrant  would be  entitled,  upon the
exercise of such  Warrant,  to receive a  fractional  interest  in a share,  the
number of  shares of Common  Stock to be  received  shall be  rounded  up to the
nearest whole number.
<PAGE>

            4.6 Form of Warrant. The form of Warrant need not be changed because
of any adjustment  pursuant to this Section 4, and Public  Warrants issued after
such  adjustment  may state the same Warrant Price and the same number of shares
as is stated in the original Warrants.  However,  the Company may at any time in
its sole  discretion  make any  change  in the form of Public  Warrant  that the
Company may deem appropriate and that does not affect the substance thereof, and
any Public Warrant  thereafter issued or  countersigned,  whether in exchange or
substitution for an outstanding Public Warrant or otherwise,  may be in the form
as so changed.

      5. Transfer and Exchange of Warrants.

            5.1  Registration of Transfer.  The Warrant Agent shall register the
transfer,  from  time to time,  of any  outstanding  Warrant  upon  the  Warrant
Register,  upon surrender of such Warrant for transfer,  properly  endorsed with
signatures properly  guaranteed and accompanied by appropriate  instructions for
transfer.  Upon any such transfer,  a new certificate in the Public Warrant form
representing  an equal  aggregate  number of Public Warrants shall be issued and
the old  Warrant  shall be  cancelled  by the  Warrant  Agent.  The  Warrants so
cancelled  shall be delivered  by the Warrant  Agent to the Company from time to
time upon request.  Following the OTC Listing Date, any holder of Warrants shall
be  entitled  to submit such  Warrants  to the  Warrant  Agent in  exchange  for
certificates   evidencing   Public  Warrants   (bearing   appropriate   legend).
Notwithstanding  anything  in this  Agreement  to the  contrary,  the  number of
Warrant  Shares  issuable upon exercise of, and the Warrant Price of, any Public
Warrant  issued upon exchange of an old Warrant shall be adjusted to give effect
to any adjustment made pursuant to Section 5 of the old Warrant.

            5.2 Procedure for Surrender of Warrants. Warrants may be surrendered
to the Warrant Agent,  together with a written request for exchange or transfer,
and  thereupon  the Warrant  Agent shall issue in exchange  therefor one or more
Warrants as requested by the registered  holder of the Warrants so  surrendered,
representing an equal aggregate number of Warrants;  provided,  however, that in
the event that a Warrant  surrendered  for transfer bears a restrictive  legend,
the Warrant Agent shall not cancel such Warrant and issue new Public Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company  stating that such transfer may be made and  indicating  whether the
new Public Warrants must also bear a restrictive legend.
<PAGE>

            5.3 Fractional Warrants.  The Warrant Agent shall not be required to
affect any  registration  of  transfer  or  exchange  which  will  result in the
issuance of a warrant certificate for a fraction of a warrant.

            5.4  Service  Charges.  No  service  charge  shall  be made  for any
exchange or registration of transfer of Warrants.

            5.5 Warrant  Execution  and  Countersignature.  The Warrant Agent is
hereby authorized to countersign and to deliver, in accordance with the terms of
this  Agreement,  the Public  Warrants  required  to be issued  pursuant  to the
provisions of this Section 5, and the Company,  whenever required by the Warrant
Agent,  will supply the  Warrant  Agent with Public  Warrants  duly  executed on
behalf of the Company for such purpose.

      6. Redemption.

            6.1 Redemption.  Subject to Section 6.4 hereof, not less than all of
the outstanding  Warrants may be redeemed,  at the option of the Company, at any
time  commencing  30 days after the date of  effectiveness  of the  Registration
Statement  and prior to their  expiration,  at the office of the Warrant  Agent,
upon the notice  referred  to in Section  6.2.  at the price of $.05 per Warrant
("Redemption Price"), provided that the last sales price of the Common Stock has
been at least 180% of the then-effective Exercise Price, on each of the ten (10)
trading days ending within three business days prior to the date on which notice
of redemption is given.

            6.2 Date Fixed for,  and  Notice  of,  Redemption.  In the event the
Company shall elect to redeem all of the Warrants,  the Company shall fix a date
for the  redemption.  Notice of redemption  shall be mailed by first class mail,
postage  prepaid,  by the  Company not less than 14 days prior to the date fixed
for redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be  conclusively  presumed to have been duly
given whether or not the registered holder received such notice.

            6.3  Exercise  After  Notice  of  Redemption.  The  Warrants  may be
exercised  in  accordance  with  Section 3 of this  Agreement  at any time after
notice of  redemption  shall have been given by the Company  pursuant to Section
6.2.  hereof and prior to the time and date fixed for  redemption.  On and after
the  redemption  date,  the record holder of the Warrants  shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.

<PAGE>

            6.4  Outstanding  Warrants  Only. The Company  understands  that the
redemption  rights  provided  for by this  Section 6 apply  only to  outstanding
Warrants.  To the  extent a person  holds  rights  to  purchase  Warrants,  such
purchase  rights shall not be  extinguished  by redemption.  However,  once such
purchase  rights are exercised,  the Company may redeem the Warrants issued upon
such exercise provided that the criteria for redemption are met.

      7. Other Provisions Relating to Rights of Holders of Warrants.

            7.1 No  Rights  as  Stockholder.  A  Warrant  does not  entitle  the
registered  holder thereof to any of the rights of a stockholder of the Company,
including,  without  limitation,  the  right  to  receive  dividends,  or  other
distributions,  exercise  any  preemptive  rights  to vote or to  consent  or to
receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.

            7.2 Lost, Stolen,  Mutilated,  or Destroyed Warrants. If any Warrant
is lost, stolen,  mutilated, or destroyed, the Company and the Warrant Agent may
on such  terms as to  indemnity  or  otherwise  as they may in their  discretion
impose (which shall, in the case of a mutilated  Warrant,  include the surrender
thereof),  issue a new Public Warrant of like  denomination,  tenor, and date as
the  Warrant  so lost,  stolen,  mutilated,  or  destroyed.  Any such new Public
Warrants shall  constitute a substitute  contractual  obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall
be at any time enforceable by anyone.

            7.3  Reservation  of Common  Stock.  The Company  shall at all times
reserve and keep  available a number of its  authorized  but unissued  shares of
Common  Stock  that will be  sufficient  to permit the  exercise  in full of all
outstanding Warrants issued pursuant to this Agreement.

            7.4  Registration  of Common  Stock.  The Company  will use its best
efforts to maintain the effectiveness of the registration statement covering the
Public  Warrants  and the  Warrant  Shares  at the OTC  Listing  Date  until the
expiration of the Warrants in accordance with the provisions of this Agreement.

      8. Concerning the Warrant Agent and Other Matters.

            8.1 Payment of Taxes.  The Company  will from time to time  promptly
pay all taxes and  charges  that may be imposed  upon the Company or the Warrant
Agent in respect of the  issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.
<PAGE>

            8.2 Resignation, Consolidation, or Merger of Warrant Agent.

                  8.2.1  Appointment  of Successor  Warrant  Agent.  The Warrant
Agent, or any successor to it hereafter appointed,  may resign its duties and be
discharged from all further duties and liabilities  hereunder after giving sixty
(60) days' notice in writing to the Company.  If the office of the Warrant Agent
becomes  vacant by  resignation  or incapacity to act or otherwise,  the Company
shall  appoint  in writing a  successor  Warrant  Agent in place of the  Warrant
Agent. If the Company shall fail to make such appointment  within a period of 30
days after it has been notified in writing of such  resignation or incapacity by
the Warrant Agent or by the holder of the Warrant (who shall,  with such notice,
submit  his  Warrant  for  inspection  by the  Company),  then the holder of any
Warrant may apply to the  Supreme  Court of the State of New York for the County
of New York for the  appointment  of a successor  Warrant Agent at the Company's
cost. Any successor  Warrant Agent,  whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State
of New York, in good standing and having its principal  office in the Borough of
Manhattan,  City and  State of New  York,  and  authorized  under  such  laws to
exercise  corporate  trust powers and subject to  supervision  or examination by
federal or state authority. After appointment, any successor Warrant Agent shall
be vested  with all the  authority,  powers,  rights,  immunities,  duties,  and
obligations of its  predecessor  Warrant Agent with like effect as if originally
named as Warrant Agent  hereunder,  without any further act or deed;  but if for
any reason it becomes  necessary or appropriate,  the predecessor  Warrant Agent
shall  execute  and  deliver,  at the  expense  of the  Company,  an  instrument
transferring  to such  successor  Warrant Agent all the authority,  powers,  and
rights of such  predecessor  Warrant  Agent  hereunder;  and upon request of any
successor  Warrant  Agent the Company  shall  make,  execute,  acknowledge,  and
deliver  any and all  instruments  in  writing  for more  fully and  effectually
vesting in and  confirming to such successor  Warrant Agent all such  authority,
powers, rights, immunities, duties, and obligations.

                  8.2.2  Notice  of  Successor  Warrant  Agent.  In the  event a
successor  Warrant  Agent  shall be  appointed,  the  Company  shall give notice
thereof to the  predecessor  Warrant Agent and the transfer agent for the Common
Stock not later than the effective date of any such appointment.

                  8.2.3  Merger  or   Consolidation   of  Warrant   Agent.   Any
corporation  into which the Warrant  Agent may be merged or with which it may be
consolidated or any corporation  resulting from any merger or  consolidation  to
which the Warrant  Agent shall be a party shall be the  successor  Warrant Agent
under this Agreement without any further act.

<PAGE>

            8.3 Fees and Expenses of Warrant Agent.

                  8.3.1  Remuneration.  The  Company  agrees to pay the  Warrant
Agent  reasonable  remuneration for its services as such Warrant Agent hereunder
and will reimburse the Warrant Agent upon demand for all  expenditures  that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

                  8.3.2  Further  Assurances.  The  Company  agrees to  perform,
execute,   acknowledge,  and  deliver  or  cause  to  be  performed,   executed,
acknowledged,  and delivered all such further and other acts,  instruments,  and
assurances  as may  reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.

            8.4 Liability of Warrant Agent.

                  8.4.1   Reliance  on  Company   Statement.   Whenever  in  the
performance of its duties under this Warrant Agreement,  the Warrant Agent shall
deem it necessary or desirable  that any fact or matter be proved or established
by the Company prior to taking or suffering any action  hereunder,  such fact or
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may be  deemed  to be  conclusively  proved  and  established  by a
statement  signed by the  President  or Chairman of the Board of the Company and
delivered to the Warrant  Agent.  The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the  provisions
of this Agreement.

                  8.4.2  Indemnity.  The Warrant Agent shall be liable hereunder
only for its own negligence, willful misconduct or bad faith. The Company agrees
to  indemnify  the  Warrant  Agent  and  save it  harmless  against  any and all
liabilities,  including  judgments,  costs  and  reasonable  counsel  fees,  for
anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent's negligence, willful misconduct, or bad
faith.

                  8.4.3   Exclusions.   The   Warrant   Agent   shall   have  no
responsibility with respect to the validity of this Agreement or with respect to
the validity or execution of any Warrant (except its countersignature  thereof);
nor shall it be  responsible  for any breach by the  Company of any  covenant or
condition  contained  in this  Agreement  or in any  Warrant;  nor  shall  it be
responsible to make any  adjustments  required under the provisions of Section 4
hereof or responsible for the manner,  method,  or amount of any such adjustment
or the  ascertaining  of the  existence  of facts  that would  require  any such
adjustment;   nor  shall  it  by  any  act  hereunder  be  deemed  to  make  any
representation  or warranty as to the authorization or reservation of any shares
of Common Stock to be issued  pursuant to this Agreement or any Warrant or as to
whether any shares of Common  Stock will when issued be valid and fully paid and
nonassessable.

<PAGE>

            8.5  Acceptance  of Agency.  The Warrant  Agent  hereby  accepts the
agency  established  by this  Agreement  and agrees to perform the same upon the
terms and  conditions  herein set forth and among other  things,  shall  account
promptly to the Company  with  respect to Warrants  exercised  and  concurrently
account for, and pay to the Company,  all moneys  received by the Warrant  Agent
for the purchase of shares of the Company's Common Stock through the exercise of
Warrants.

      9. Miscellaneous Provisions.

            9.1  Successors.  All the covenants and provisions of this Agreement
by or for the benefit of the  Company or the Warrant  Agent shall bind and inure
to the benefit of their respective successors and assigns.

            9.2  Notices.  Any notice,  statement or demand  authorized  by this
Warrant  Agreement to be given or made by the Warrant  Agent or by the holder of
any Warrant to or on the Company shall be  sufficiently  given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier
service  within  five  days  after  deposit  of such  notice,  postage  prepaid,
addressed  (until  another  address is filed in writing by the Company  with the
Warrant Agent), as follows:

                           GigaBeam Corporation
                           470 Springpark - Suite 900
                           Herndon, Virginia  20170
                           Attn:  Chairman

with a copy to:

                           Blank Rome LLP
                           405 Lexington Avenue - 23rd Floor
                           New York, New York 10174
                           Attn:  Elise M. Adams, Esq.

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant  Agent shall
be sufficiently  given when so delivered if by hand or overnight  delivery or if
sent by certified mail or private courier service within five days after deposit
of such notice,  postage  prepaid,  addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:
<PAGE>

                           Continental Stock Transfer & Trust Company
                           17 Battery Place
                           New York, New York 10004
                           Attn:  Compliance Department

with a copy in each case to:

                           Graubard Miller
                           405 Lexington Avenue - 19th Floor New
                           York, New York 10174
                           Attn: David Alan Miller, Esq.
and
                           HCFP/Brenner Securities LLC

                           888 Seventh Avenue, 17th Floor
                           New York, New York 10106
                           Attn: Ira Scott Greenspan

            9.3 Applicable law. The validity, interpretation, and performance of
this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York,  without giving effect to conflict of laws,  except to
the extent that the Delaware General Corporation Law is mandatorily  applicable.
The  Company  hereby  agrees  that any action,  proceeding  or claim  against it
arising  out of or relating  in any way to this  Agreement  shall be brought and
enforced  in the courts of the State of New York or the United  States  District
Court for the Southern  District of New York,  and  irrevocably  submits to such
jurisdiction,  which jurisdiction shall be exclusive.  The Company hereby waives
any objection to such exclusive  jurisdiction  and that such courts represent an
inconvenience  forum.  Any such process or summons to be served upon the Company
may be served by  transmitting  a copy thereof by registered or certified  mail,
return receipt  requested,  postage prepaid,  addressed to it at the address set
forth in Section 9.2 hereof.  Such mailing shall be deemed personal  service and
shall be legal and binding upon the Company in any action, proceeding or claim.

            9.4 Persons  Having  Rights  under this  Agreement.  Nothing in this
Agreement  expressed and nothing that may be implied from any of the  provisions
hereof is  intended,  or shall be  construed,  to confer  upon,  or give to, any
person or corporation other than the parties hereto,  the registered  holders of
the Warrants and, as applicable,  HCFP, any right,  remedy, or claim under or by
reason of this Warrant  Agreement or of any  covenant,  condition,  stipulation,
promise,  or  agreement  hereof.  HCFP  shall  be  deemed  to  be a  third-party
beneficiary  of this Agreement with respect to Sections 3.4, 7.4 and 9.2 hereof.
All covenants, conditions,  stipulations,  promises, and agreements contained in
this  Warrant  Agreement  shall  be for the sole and  exclusive  benefit  of the
parties  hereto (and HCFP with respect to the Sections  3.4, 7.4 and 9.2 hereof)
and their successors and assigns and of the registered holders of the Warrants.
<PAGE>

            9.5 Examination of the Warrant  Agreement.  A copy of this Agreement
shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of  Manhattan,  City and State of New York,  for  inspection  by the
registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

            9.6  Counterparts.  This  Agreement may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

            9.7  Effect  of  Headings.  The  Section  headings  herein  are  for
convenience only and are not part of this Warrant Agreement and shall not affect
the interpretation thereof.

                           [SIGNATURE PAGE TO FOLLOW]

<PAGE>

      IN WITNESS WHEREOF,  this Warrant  Agreement has been duly executed by the
parties hereto as of the day and year first above written.


Attest:                                 GIGABEAM CORPORATION

/s/ Brad Shiffman                       By: /s/ Louis Slaughter
                                            ------------------------------------
                                        Name: Louis Slaughter
                                        Title: Chief Executive Officer

Attest:                                 CONTINENTAL STOCK TRANSFER
                                         & TRUST COMPANY

/s/ Brad Shiffman                       By: /s/ Steven Nelson
                                            ------------------------------------
                                        Name: Steven Nelson
                                        Title: Chairman

                                        For Purposes of Section 3.4

                                        HCFP BRENNER SECURITIES LLC

                                        By: /s/ Ira Scott Greenspan
                                            ------------------------------------
                                        Name: Ira Scott Greenspan
                                        Title: Vice Chairman - Corporate Counsel
<PAGE>

                                                                       EXHIBIT E

                           GENERAL SECURITY AGREEMENT

      THIS GENERAL SECURITY  AGREEMENT (as amended,  modified,  supplemented and
restated from time to time,  the "Security  Agreement") is made and entered into
as of  January  28,  2005  by  and  between  GIGABEAM  CORPORATION,  a  Delaware
corporation  (the  "Borrower"),  having its principal  office at 470  Springpark
Place, Herndon, Virginia 20170, 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"),  having an office at 888 Third Avenue,
New York, NY 10106.

      WHEREAS,  on the terms and  subject to the  conditions  contained  in that
certain Securities Purchase Agreement, dated as of January __, 2005 by and among
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,  the Notes will 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
hereinafter described; and

      WHEREAS,  the initial Noteholders have required,  as a condition precedent
to their  willingness  to enter into the  Securities  Purchase  Agreement and to
consummate the  transactions  contemplated to occur thereunder that the Borrower
(i) grant to the Agent, for the ratable benefit of the  Noteholders,  a security
interest in and to the Collateral (as hereinafter  defined) and (ii) execute and
deliver this Security  Agreement in order to secure the payment and  performance
by the Borrower of the Obligations (as hereinafter defined).

      NOW, THEREFORE,  in consideration of the mutual promises contained herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the Borrower hereby agrees as follows:

            SECTION 1.  CREATION  OF  SECURITY  INTEREST.  The  Borrower  hereby
pledges,  assigns  and  grants to the  Agent,  for the  ratable  benefit  of the
Noteholders,  a continuing perfected lien on and security interest in all of the
Borrower's right,  title and interest in and to the personal property  described
in Section 2(a) hereof  (collectively  the  "Collateral") in order to secure the
payment and  performance of the Notes (the  "Obligations").  The Borrower hereby
authorizes the Agent to record,  without the Borrower's  signature,  any and all
financing  statements  deemed  necessary  or  appropriate  by the  Agent  to the
perfection of its security interest in the Collateral.
<PAGE>

            SECTION 2. COLLATERAL.

                  (a) Personal  Property.  The Collateral is and consists of all
      of the kinds and types of property  described in  subsections  (i) through
      (xiv) hereof, whether now owned or hereafter at any time arising, acquired
      or  created  by the  Borrower  and  wherever  located,  and  includes  all
      replacements,  additions, accessions, substitutions, and repairs, relating
      thereto or  therefrom,  but excludes  the  personal  property set forth on
      Schedule  A  hereto  (the  "Excluded  Property")  and  that  described  in
      paragraph (b) below,  none of which  personal  property  shall  constitute
      "Collateral"  or be subject to the Agent's  security  interest  granted in
      Section 1, except as otherwise specifically provided in such paragraph (b)
      (all of the capitalized  terms used in the following  subsections,  unless
      otherwise  defined herein,  shall have the meanings ascribed to such terms
      under the Uniform  Commercial Code as in effect in the State of New York):
      (i) Accounts;  (ii) Payment  Intangibles;  (iii) Letter of Credit  Rights;
      (iv) Documents and Instruments; (v) Goods; (vi) Fixtures; (vii) Inventory;
      (viii) Equipment; (ix) General Intangibles;  (x) Investment Property; (xi)
      Deposit  Accounts;  (xii) all cash and other  monies and  property  in the
      possession or under the control of the Agent;  (xiii) all books,  records,
      ledger cards, files,  correspondence,  computer programs, tapes, disks and
      related  data  processing  software  that at any time  evidence or contain
      information  relating  to any  of  the  property  described  above  or are
      otherwise  necessary or helpful in the  collection  thereof or realization
      thereon; and (xiv) proceeds of all or any of the property described above,
      including,  without  limitation,  the proceeds of any  insurance  policies
      covering any of the above described property.

                  (b)  Excluded  Collateral.  Notwithstanding  anything  to  the
      contrary  contained herein,  the term  "Collateral"  shall not include any
      personal  property  consisting  of  Equipment  or  Fixtures  now  owned or
      hereafter  acquired,  to the extent that (x) any such Equipment or Fixture
      is  or  shall  be  subject  to  a  capitalized  lease  or  purchase  money
      arrangement and (y) the terms of such arrangement restrict or prohibit the
      Borrower  from granting a security  interest in such  Equipment or Fixture
      (collectively,  with the Excluded  Property,  the "Excluded  Collateral"),
      provided,  however,  that  in the  event  that  any  such  restriction  or
      prohibition is terminated or expires,  whether because such arrangement is
      no longer in effect, or otherwise,  then, in such event, automatically and
      without any further action, the Borrower shall be deemed to have granted a
      security  interest to the Agent for the ratable benefit of the Noteholders
      in and to the personal  property  which  previously  constituted  Excluded
      Collateral,   and  such  personal  property  shall  thereupon   constitute
      Collateral.

            SECTION 3. THE BORROWER'S REPRESENTATIONS AND WARRANTIES.

                  (a)  Place  of  Business.  The  Borrower's  primary  place  of
      business is located at 470 Springpark Place, Herndon, Virginia 20170.
<PAGE>

                  (b) Location of  Collateral.  The Collateral is located at the
      Borrower's  primary  place of  business  or at other  locations  leased or
      licensed by the Borrower in the ordinary course of its business.

                  (c) Restrictions on Asset Disposition.  Unless the Agent shall
      have given its prior  consent  thereto in writing (and  provided  that the
      requisite  number of Noteholders  shall have first authorized the Agent to
      give such consent, as set forth in the Securities Purchase Agreement), the
      Borrower shall not sell,  transfer or otherwise dispose of any Collateral,
      other than (i) sales or leases of Inventory made in the ordinary course of
      business,  (ii)  dispositions of assets deemed by the Borrower obsolete or
      no longer useful in its business,  (iii)  replacements  of certain  assets
      useful in the  Borrower's  business  with other  assets  acquired for such
      purpose,  (iv)  pursuant to sale,  leaseback  arrangements,  capital lease
      transactions  or similar  transactions,  (v) the sale or  financing of the
      Borrower's  Accounts  arising  from  the sale of  goods  or  rendition  of
      services,  (vi) intercompany transfers of assets, and (vii) the license or
      lease of Equipment made in the ordinary course of business.

                  (d) Due Organization,  Etc. The Borrower is a corporation duly
      organized,  validly  existing and in good  standing  under the laws of the
      State of Delaware  and has all  requisite  power and  authority  to own or
      lease and  operate  its  properties  and to carry on its  business  as now
      conducted and as proposed to be conducted.  The Borrower is duly qualified
      or licensed to do business  as a foreign  corporation  or other  entity in
      good standing in all  jurisdictions in which it owns or leases property or
      in which the  conduct  of its  business  requires  it to so  qualify or be
      licensed,  except  where the failure to be so  qualified  would not have a
      material  adverse  effect  on  the  business,   condition   (financial  or
      otherwise),  operations,  properties  or  performance  of the  Borrower (a
      "Material Adverse Effect").

                  (e) Due  Authorization  and  Execution,  Etc.  The  execution,
      delivery and  performance  by the Borrower of this Security  Agreement are
      within the Borrower's  corporate powers,  have been duly authorized by all
      necessary corporate action and do not and will not (i) require any consent
      or approval of the  stockholders  or any creditors of the  Borrower,  (ii)
      contravene (A) the Borrower's charter or by-laws, or (B) to the Borrower's
      knowledge any material law, rule or regulation, applicable to the Borrower
      or any  material  contractual  restriction  binding  on or  affecting  the
      Borrower or any of its material properties, (iii) result in or require the
      creation or  imposition  of any  mortgage,  deed of trust,  pledge,  lien,
      security interest or other charge or encumbrance of any nature (other than
      pursuant hereto) upon or with respect to any of the Borrower's properties,
      and (iv) to the  Borrower's  knowledge  result in a breach or violation of
      any material agreement,  instrument or document to which the Borrower is a
      party or by which  it or its  property  may be  bound.  To the  Borrower's
      knowledge,  the  Borrower is not in material  default  under any such law,
      rule or regulation,  or any such  contractual  restriction,  which default
      would have a Material Adverse Effect.
<PAGE>

                  (f)  Government  Consents.  To the  Borrower's  knowledge,  no
      authorization,  consent,  approval or other action by, and no notice to or
      filing by the Borrower with, any governmental authority or regulatory body
      is required for the due execution, delivery or performance by the Borrower
      of this Security Agreement.

                  (g) Legal,  Valid and Binding Nature.  This Security Agreement
      is the legal,  valid and binding  obligation  of the Borrower  enforceable
      against  the  Borrower  in   accordance   with  its  terms,   except  that
      enforceability   thereof  may  be  limited  by   bankruptcy,   insolvency,
      reorganization,  moratorium or similar laws  affecting the  enforcement of
      creditors'  rights  generally and by general  principles of equity and the
      discretion  of the court  before  which any  proceedings  therefor  may be
      brought.

                  (h)  Absence  of  Litigation.  There  are no  actions,  suits,
      investigations,  litigation or proceedings pending or, to the knowledge of
      the  Borrower,  threatened  against  or  affecting  the  Borrower  or  the
      properties of the Borrower  before any court,  arbitrator or  governmental
      department, commission, board, bureau, agency or instrumentality, domestic
      or  foreign,  or that  purports  to  affect  any part of the  transactions
      contemplated  hereby or by the  Documents  or the  legality,  validity  or
      enforceability of this Security Agreement.

                  (i)  Absence  of  Liens.  As of  the  date  of  this  Security
      Agreement,  there  are no  liens  or  security  interests  of  any  nature
      whatsoever  on any  properties  or assets of the  Borrower,  except to the
      extent described in Section 10 hereof.

      SECTION 4. AFFIRMATIVE COVENANTS OF THE BORROWER.

      The Borrower  hereby  covenants  that so long as this  Security  Agreement
remains  in  effect,  or any amount  due  hereunder  or under the Notes  remains
outstanding and unpaid,  unless  otherwise  consented to in writing by the Agent
(which  consent  shall not be  unreasonably  withheld or delayed),  the Borrower
shall do each of the following:

                  (a) Preserve Corporate Existence.  Do all things necessary, in
      the Borrower's  commercially  reasonable judgment, to preserve and keep in
      full  force  and  effect  its  corporate  existence,   including,  without
      limitation,  all  licenses  or similar  qualifications  required  by it to
      engage in its business in each  jurisdiction in which it is at the time so
      engaged,  except where the failure to so qualify  would not be  reasonably
      likely  to have a  Material  Adverse  Effect,  and  continue  to engage in
      business of the same general type as conducted as of the date hereof,  and
      continue to conduct its  business  substantially  as now  conducted  or as
      otherwise permitted hereunder.

                  (b) Payment of Taxes and Charges.  Pay and discharge  promptly
      when due all taxes, assessments and governmental charges or levies imposed
      upon it or upon its income or profits or in respect of its property before
      the same shall become  delinquent or in default,  which, if unpaid,  could
      reasonably  be  expected  to give  rise to  liens  or  charges  upon  such
      properties  or any part  thereof,  unless,  in each case,  the validity or
      amount thereof is being contested in good faith by appropriate proceedings
      and the Borrower has maintained  adequate reserves with respect thereto in
      accordance with GAAP.
<PAGE>

                  (c) Compliance with Laws. Comply in all material respects with
      all  federal,  state and local laws and  regulations,  orders,  judgments,
      decrees,    injunctions,    rules,   regulations,    permits,    licenses,
      authorizations   and   requirements   applicable   to  it   (collectively,
      "Requirements") of all governmental bodies,  departments,  commissions, or
      boards  having  jurisdiction  over the Borrower or any of its  properties,
      except where the failure to so comply could not be reasonably  expected to
      have a Material Adverse Effect;  provided,  however, that nothing provided
      herein shall  prevent the  Borrower  from  contesting  the validity or the
      application of any Requirements.

                  (d)  Retention  of Records.  Keep proper  records and books of
      account with respect to its business activities,  in which proper entries,
      reflecting all of its financial transactions,  are made in accordance with
      GAAP.  Such books and records shall be open during normal  business hours,
      on reasonable  prior written  notice from the Agent,  to inspection by the
      Agent.

                  (e)  Notification of Litigation.  Notify the Agent in writing,
      promptly  upon  learning  thereof,  of any  litigation  or  administrative
      proceeding  commenced or threatened in writing against the Borrower which,
      if adversely  determined,  would be  reasonably  likely to have a Material
      Adverse Effect.

                  (f) Physical  Maintenance of Property.  Maintain at all times,
      preserve,  protect  and  keep  such  of its  property  that  the  Borrower
      determines  to be used or useful in the  conduct of its  business  in good
      repair, working order and condition,  ordinary wear and tear excepted, and
      from  time  to  time  make  all  needful  and  proper  repairs,  renewals,
      replacements  and improvement  thereof as shall be required in the conduct
      of its  business,  as  determined  by  the  Borrower  in its  commercially
      reasonable judgment.

                  (g)  Maintenance  of  Insurance.   To  the  extent  determined
      necessary by the Borrower in its commercially  reasonable judgment for the
      operation of its business,  keep adequately  insured by financially  sound
      reputable insurers, all property of a character usually insured by similar
      businesses and carry such other insurance as is usually carried by similar
      businesses.

                  (h) No Sales or Licensing  Outside of Ordinary Course.  Except
      as otherwise provided under Section 3(c) hereof,  retain possession of the
      Collateral and not remove, sell, exchange,  assign, loan, deliver,  lease,
      license,  mortgage  or  otherwise  dispose  of same  outside of the normal
      course of business without the prior written consent of the Agent.
<PAGE>

                  (i)  Notification of Other  Defaults.  Promptly give notice in
      writing to the Agent of the  Borrower's  receipt  of notice  that it is in
      default under any material  instrument or agreement to which it is a party
      (other than this Security Agreement).

                  (j) Defend  Against  Claims.  The Borrower will use reasonable
      efforts to defend the Collateral against all claims and demands of persons
      at any time claiming the same or any interest  therein unless the Borrower
      determines   that  the  claim  or  demand  is  not   material   and  that,
      consequently,  such defense  would not be  consistent  with good  business
      judgment.  The  Borrower  will not permit any lien notices with respect to
      the Collateral or any portion thereof to exist or be on file in any public
      office except for Permitted Liens.

                  (k) Change in Name, Collateral Location. The Borrower will not
      (i) change its corporate name or  jurisdiction  of  incorporation  or (ii)
      change the location of its chief executive  office unless in each case the
      Borrower  shall  have  given the  Agent at least  thirty  (30) days  prior
      written notice thereof.

                  (l)  Additional  Financing  Statements.  Upon  the  reasonable
      request of the Agent,  the  Borrower  will  execute and deliver or use its
      reasonable  efforts to procure any document,  give any notices,  authorize
      the filing of any financing statements,  mortgages or other documents, all
      in form and  substance  reasonably  satisfactory  to the  Agent,  mark any
      chattel  paper,  deliver any chattel paper or instruments to the Agent and
      take any other actions that are necessary or, in the reasonable opinion of
      the Agent,  desirable to perfect or continue the perfection of the Agent's
      security interest in the Collateral, to protect the Collateral against the
      rights,  claims, or interests of third persons,  or to effect the purposes
      of  this  Security  Agreement.   The  Borrower  will  pay  all  reasonable
      out-of-pocket costs incurred in connection with any of the foregoing.

                  (m)  Additional  Liens;  Transfers.  Without the prior written
      consent of the Agent,  the  Borrower  will not in any way  hypothecate  or
      create  or  permit  to  exist  any  lien,  security  interest,  charge  or
      encumbrance on or other interest in the  Collateral,  except for Permitted
      Liens.  If the  Collateral,  or any part  thereof,  is sold,  transferred,
      assigned,  exchanged,  or  otherwise  disposed  of in  violation  of these
      provisions,  the  security  interest of the Agent  shall  continue in such
      Collateral   or  part  thereof   notwithstanding   such  sale,   transfer,
      assignment,  exchange or other disposition, and the Borrower will hold the
      proceeds thereof for the benefit of the Agent, and promptly  transfer such
      proceeds to the Agent in kind.

                  (n) Contractual Obligations.  The Borrower will not enter into
      any contractual  obligations  which restrict or inhibit the Agent's rights
      or ability to sell or  otherwise  dispose  of the  Collateral  or any part
      thereof after the  occurrence  and during the  continuance  of an Event of
      Default, as hereinafter defined.
<PAGE>

                  (o) Agent's Right to Protect  Collateral.  Upon the occurrence
      and continuance of an Acceleration  Event,  the Agent shall have the right
      at any time to make any  payments and do any other acts the Agent may deem
      reasonably  necessary to protect its security interests in the Collateral,
      including,  without  limitation,  the rights to pay, purchase,  contest or
      compromise  any  encumbrance,  charge  or lien  which,  in the  reasonable
      judgment of the Agent,  appears to be prior to or superior to the security
      interests  granted  hereunder,  and  appear in and  defend  any  action or
      proceeding  purporting  to affect its security  interests  in,  and/or the
      value of, the  Collateral.  The Borrower  hereby  agrees to reimburse  the
      Agent  for all  reasonable  payments  made  and  reasonable  out-of-pocket
      expenses  incurred  under this Security  Agreement,  including  reasonable
      fees,  expenses  and  disbursements  of  attorneys  acting  for the Agent,
      including any of the foregoing  payments  under,  or acts taken to protect
      its security interests in, the Collateral,  which amounts shall be secured
      under this Security Agreement, and agrees it shall be bound by any payment
      made  or act  taken  by the  Agent  hereunder  absent  the  Agent's  gross
      negligence  or willful  misconduct.  The Agent shall have no obligation to
      make any of the foregoing payments or perform any of the foregoing acts.

            SECTION 5. NEGATIVE COVENANTS OF THE BORROWER.

      The Borrower  hereby  covenants  that so long as this  Security  Agreement
remains  in  effect,  or any amount  due  hereunder  or under the Notes  remains
outstanding and unpaid,  unless  otherwise  consented to in writing by the Agent
(which  consent  shall not be  unreasonably  withheld or delayed),  the Borrower
shall not do any of the following:

                  (a) Restrictions on  Indebtedness.  Create,  incur,  assume or
      suffer to exist,  any indebtedness  for borrowed money  (institutional  or
      otherwise)  except (i) indebtedness in existence on the date hereof,  (ii)
      indebtedness  under the Notes,  (iii) indebtedness which is subordinate in
      right of  payment  to the  Notes  and (iv)  "Permitted  Indebtedness",  as
      defined in the Notes.

                  (b) Restrictions on  Encumbrances.  Create,  incur,  assume or
      suffer to exist,  any  encumbrance  upon any of its property  (tangible or
      intangible) or assets,  income or profits secured  hereunder,  whether now
      owned or hereafter  acquired,  except for Permitted  Liens and liens,  the
      enforcement of which, singly or in the aggregate,  would not be reasonably
      expected to have a Material Adverse Effect.

                  (c) Restrictions on Guarantees. Guarantee, assume or otherwise
      become  responsible  for (directly or  indirectly)  the  indebtedness  for
      borrowed funds, performance,  obligations, of any person, or the agreement
      by the  Borrower or any of its  subsidiaries  to do any of the  foregoing,
      except (i) any such  contingent  liability  or  agreement  incurred  or in
      effect on the date hereof,  (ii) guarantees made in the ordinary course of
      business up to an aggregate amount of $100,000,  and (iii) endorsements of
      checks  and  other  negotiable  instruments  in  the  ordinary  course  of
      business.
<PAGE>

                  (d)  Restrictions  on  Dividends.  Except  for the  Borrower's
      existing  obligations with respect to its outstanding classes of preferred
      stock,  declare or pay, directly or indirectly,  any dividends or make any
      distributions,  whether in cash,  property  (other  than  securities,  the
      distribution of which shall not be restricted  hereunder) or a combination
      thereof,  with respect to (whether by  reduction of capital or  otherwise)
      any shares of its capital stock, except for dividends payable in shares of
      common stock or preferred stock.

                  (e)  Restrictions  on  Investments.  Purchase  or acquire  any
      stock,  obligations,  assets or securities of, or any interest in, or make
      any capital  contribution or loan or advance of money,  credit or property
      to,  any other  person  (excluding,  for the  purposes  hereof,  customary
      advances made to the Borrower's officers,  director and employees to cover
      business expenses and loans or advances made in the ordinary course of its
      business to subsidiaries or  affiliates,),  or make any other  investments
      (excluding for the purposes  hereof,  investments  made in connection with
      strategic alliances that the Borrower's Board of Directors  reasonably and
      in good faith believes will  strategically  benefit the Borrow and enhance
      its  business or  operations),  except that the  Borrower  may purchase or
      acquire (i) all or a substantial portion of any other business, whether by
      asset or stock  acquisition  or  merger;  (ii)  existing  subsidiaries  or
      subsidiaries  formed for the  purposes  of  facilitating  acquisitions  or
      carrying out the ordinary business of the Borrower;  (iii) certificates of
      deposits of any commercial banks registered to do business in any state of
      the United  States  having  capital and surplus in excess of  $50,000,000;
      (iv)  readily   marketable,   direct  obligations  of  the  United  States
      government  or any agency  thereof  which are backed by the full faith and
      credit of the  United  States;  and (v)  investments  in prime  commercial
      paper;  provided,  however,  that in each case mentioned in (iii), (iv) or
      (v) above,  such obligations  shall mature not more than 180 days from the
      date of acquisition thereof.

                  (f)  Restrictions  on  Transfer  of  Claims.  Sell,  transfer,
      discount or otherwise dispose of any claim or debt owing to it, including,
      without  limitation,  any notes,  accounts  receivable  or other rights to
      receive payment, except for consideration determined by the Borrower to be
      reasonable, and in the ordinary course of Borrower's business.

            SECTION 6. EVENTS OF DEFAULT.

                  (a) Events of Default.  The occurrence of any of the following
      events shall constitute an Event of Default hereunder:

                        (i) (A) 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)  or (B) an event of default
      shall occur and be  continuing  under  indebtedness  of the  Borrower  for
      borrowed money, the unpaid principal amount of which is more than $100,000
      (other than the Notes) and the holders of such  indebtedness have declared
      the outstanding  principal and accrued  interest thereon to be immediately
      due and payable; or
<PAGE>

                        (ii) if the Borrower shall:

                        (1)  admit in  writing  its  inability  to pay its debts
            generally as they become due;

                        (2) file a petition or answer seeking  reorganization or
            arrangement   under  the  Federal   bankruptcy  laws  or  any  other
            applicable  law or statute  of the  United  States of America or any
            State, district or territory thereof;

                        (3) make an assignment for the benefit of creditors;

                        (4)  consent to the  appointment  of a  receiver  of the
            whole or any substantial part of its assets;

                        (5) have a petition in bankruptcy  filed against it, and
            such petition  shall not have been  dismissed  within 120 days after
            the filing thereof;

                        (6) if a court of competent  jurisdiction shall enter an
            order,  judgment,  or decree appointing,  without the consent of the
            Borrower,  a receiver  of the whole or any  substantial  part of the
            Borrower's assets,  and such order,  judgment or decree shall not be
            vacated  or set  aside or  stayed  within  120 days from the date of
            entry thereof;

                        (7) if,  under the  provisions  of any other law for the
            relief or aid of debtors, any court of competent  jurisdiction shall
            assume  custody or control of the whole or any  substantial  part of
            Borrower's   assets  and  such  custody  or  control  shall  not  be
            terminated  or stayed  within 90 days from the date of assumption of
            such custody or control; or

                        (8) except as otherwise  provided in  paragraph  (a) (i)
            (A) hereof,  the Borrower  shall default in the  performance  of any
            material  covenant  contained  in this  Agreement,  the Notes or the
            Securities  Purchase  Agreement,  and such  default  shall  continue
            without  cure for  thirty  (30) days or more  after  written  notice
            thereof by the Agent to the Borrower or any material  representation
            or warranty  contained in this  Agreement,  the Securities  Purchase
            Agreement  the Notes  shall be false or  incorrect  in any  material
            respect when made.
<PAGE>

                  (b)  Acceleration.  In addition to any other remedies provided
      by the Notes or below in  Section  7, upon the  occurrence  and during the
      continuance  of an Event of Default,  the  Noteholders,  by the  requisite
      number provided in the Securities  Purchase  Agreement and/or the Agent on
      behalf of such  Noteholders  may,  by notice to the  Borrower  declare the
      principal of and any accrued  interest and all other amounts payable under
      the Notes to be due and payable, whereupon the same shall become forthwith
      due and payable without  presentment,  demand,  protest or other notice of
      any kind,  all of which are hereby waived by the Borrower.  In addition to
      any other remedies provided by the Notes, upon the occurrence of the Event
      of Default  specified in paragraph  (a) (ii) (2) without  prejudice to the
      rights and remedies  specified above,  the Notes and other  obligations of
      the Borrower  pursuant to this Security  Agreement shall  automatically be
      immediately due and payable with interest and other fees, if any,  thereon
      without notice, demand or any other act by the Agent or any Noteholder.

            SECTION 7. REMEDIES.

                  (a) Obtaining the Collateral Upon  Acceleration.  If any Event
      of Default  shall have  occurred and be  continuing  and as a  consequence
      thereof the Noteholders,  by the requisite number,  shall have accelerated
      the maturity of the Notes and shall not have rescinded  such  acceleration
      (an  "Acceleration  Event"),  then and in every such case,  subject to any
      mandatory  requirements  of applicable law then in effect,  the Agent,  in
      addition to any rights now or hereafter  existing  under  applicable  law,
      shall have all rights as a secured  creditor under the Uniform  Commercial
      Code in all relevant jurisdictions and may:

                        (1) personally,  or by agents or attorneys,  immediately
            retake  possession of the  Collateral or any part thereof,  from the
            Borrower  or any other  person who then has  possession  of any part
            thereof,  with or without  notice or  process  of law,  and for that
            purpose  may enter  upon the  Borrower's  premises  where any of the
            Collateral is located and remove the same and use in connection with
            such  removal  any  and  all  services,  supplies,  aids  and  other
            facilities of the Borrower;

                        (2) instruct  the obligor or obligors on any  agreement,
            instrument or other obligation (including,  without limitation,  the
            Accounts)  constituting  the Collateral to make any payment required
            by the terms of such instrument or agreement directly to the Agent;

                        (3) withdraw all monies, securities and instruments held
            pursuant  to  any  pledge   arrangement   for   application  to  the
            Obligations;

                        (4) sell, assign or otherwise  liquidate,  or direct the
            Borrower to sell, assign or otherwise  liquidate,  any or all of the
            Collateral or any part thereof,  and take possession of the proceeds
            of any such sale or liquidation; and
<PAGE>

                        (5)  take  possession  of the  Collateral  or  any  part
            thereof, by directing the Borrower in writing to deliver the same to
            the Agent at any place or places  designated by the Agent,  in which
            event the Borrower shall at its own expense:

                        (A) forthwith cause the same to be moved to the place or
                  places so designated  by the Agent and there  delivered to the
                  Agent,

                        (B) store and keep any  Collateral  so  delivered to the
                  Agent at such place or places  pending  further  action by the
                  Agent as provided in subsection (b) below, and

                        (C) while the  Collateral  shall be so stored  and kept,
                  provide  such  guards  and  maintenance  services  as shall be
                  necessary to protect the same and to preserve and maintain the
                  Collateral in good condition.

                  (b) Disposition of the Collateral.  Any Collateral repossessed
      by the  Agent  under or  pursuant  to  subsection  (a) above and any other
      Collateral  (and the  proceeds of all such  Collateral)  whether or not so
      repossessed by the Agent,  shall be applied against the Obligations first,
      to the costs and  expenses  incurred by the Agent in  connection  with any
      such  disposition,  second,  ratably,  to the accrued and unpaid  interest
      thereon,  until paid in full,  third,  ratably,  to the  unpaid  principal
      balance thereof, until paid in full, and finally, to the Borrower, or as a
      court of competent  jurisdiction may otherwise direct.  All Collateral may
      be sold, assigned, leased or otherwise disposed of in any manner permitted
      under the Uniform  Commercial  Code,  under one or more contracts or as an
      entirety,  and without the necessity of gathering at the place of sale the
      property to be sold, and in general in such manner, at such time or times,
      at such place or places and on such terms as the Agent may, in  compliance
      with  any  mandatory  requirements  of  applicable  law,  determine  to be
      commercially  reasonable.  Any of the  Collateral  may be sold,  leased or
      otherwise  disposed  of, in the  condition  in which the same existed when
      taken by the Agent or after any  overhaul or repair  which the Agent shall
      determine to be commercially reasonable.  Any such disposition which shall
      be  a  private  sale  or  other  private  proceedings  permitted  by  such
      requirements  shall be made upon not less than 20 days' written  notice to
      the Borrower  specifying the time at which such  disposition is to be made
      and the intended sale price or other consideration  therefor, and shall be
      subject,  for the 20 days after the giving of such notice, to the right of
      the  Borrower  or any nominee of the  Borrower  to acquire the  Collateral
      involved at a price or for such other  consideration at least equal to the
      intended  sale  price  or  other  consideration  so  specified.  Any  such
      disposition  which shall be a public sale  permitted by such  requirements
      shall be made upon not less than 20 days'  written  notice to the Borrower
      specifying  the time  and  place  of such  sale  and,  in the  absence  of
      applicable  requirements of law, shall be by public auction (which may, at
      the option of the Agent,  be subject to  reserve),  after  publication  of
      notice  of  such  auction  not  less  than 20 days  prior  thereto  in two
      newspapers  in general  circulation  in the City of New York, as the Agent
      may determine. To the extent permitted by any such requirement of law, the
      Agent may bid for and become the  purchaser of the  Collateral or any item
      thereof,  offered  for sale in  accordance  with  this  Section,  but with
      accountability to the Borrower.
<PAGE>

                  (c)  Power  of  Attorney.   The  Borrower  hereby  irrevocably
      authorizes  and appoints the Agent,  or any person or entity the Agent may
      designate, as the Borrower's attorney-in-fact,  at the Borrower's cost and
      expense,  to  exercise  all of the  following  powers upon and at any time
      after the occurrence and during the continuance of an Acceleration  Event,
      which powers,  being coupled with an interest,  shall be irrevocable until
      all of the Obligations shall have been paid in satisfied in full:

                        (1)   accelerate   or  extend   the  time  of   payment,
            compromise,  issue  credits,  bring suit or administer and otherwise
            collect Accounts or proceeds of any Collateral;

                        (2) give  customers  indebted on Accounts  notice of the
            Agent's interest therein,  and/or to instruct such customers to make
            payment directly to the Agent for the Borrower's account;

                        (3)  convey  any  item of  Collateral  to any  purchaser
            thereof; and

                        (4) give any notices or record any liens.

The  Agent's  authority  under  this  subsection  (c)  shall  include,   without
limitation,  the  authority to execute and give receipt for any  certificate  of
ownership or any document,  transfer title to any item of  Collateral,  sign the
Borrower's  name on all  financing  statements  or any  other  documents  deemed
necessary or appropriate to preserve,  protect or perfect the security  interest
in the  Collateral and to file the same,  prepare,  file and sign the Borrower's
name on any  notice  of lien,  assignment  or  satisfaction  of lien or  similar
document  in  connection  with  any  Account  and  prepare,  file  and  sign the
Borrower's  name on a proof of claim in bankruptcy or similar  document  against
any  customer of the  Borrower,  and to take any other  actions  arising from or
incident  to the  rights,  powers  and  remedies  granted  to the  Agent in this
Security  Agreement.  This power of attorney is coupled  with an interest and is
irrevocable by the Borrower.

            SECTION 8. MISCELLANEOUS PROVISIONS.

                  (a)  Notices.  All  notices,  approvals,   consents  or  other
      communications  required  or  desired  to  be  given  hereunder  shall  be
      delivered  to the  respective  addresses of the Borrower and the Agent set
      forth on the signature page hereof.
<PAGE>

                  (b) Headings.  The headings in this Security Agreement are for
      purposes  of   reference   only  and  shall  not  affect  the  meaning  or
      construction of any provision of this Security Agreement.

                  (c)  Severability.  The provisions of this Security  Agreement
      are  severable,  and if any clause or  provision  shall be held invalid or
      unenforceable  in  whole  or  in  part  in  any  jurisdiction,  then  such
      invalidity or  unenforceability  shall affect, in that jurisdiction  only,
      such clause or  provision,  or part  thereof,  and shall not in any manner
      affect such clause or  provision  in any other  jurisdiction  or any other
      clause or provision of this Security Agreement in any jurisdiction.

                  (d) Amendments,  Waivers and Consents. Any amendment or waiver
      of any  provision  of  this  Security  Agreement  and any  consent  to any
      departure by the Borrower from any  provision of this  Security  Agreement
      shall be effective only if made or given in writing signed by the Borrower
      and the Agent.

                  (e)  Interpretation  of  Agreement.  Time is of the essence in
      each provision of this Security Agreement of which time is an element. All
      terms not defined  herein  shall have the meaning set forth in the Uniform
      Commercial  Code as in effect in the State of New York.  Acceptance  of or
      acquiescence  in a course of  performance  rendered  under  this  Security
      Agreement  shall  not be  relevant  in  determining  the  meaning  of this
      Security  Agreement  even though the  accepting or  acquiescing  party had
      knowledge of the nature of the performance and opportunity for objection.

                  (f)  Continuing  Security  Interest.  This Security  Agreement
      shall create a continuing  security  interest in the  Collateral and shall
      (i) remain in full force and effect until indefeasible  payment in full of
      the Obligations, (ii) be binding upon the Borrower, and its successors and
      assigns and (iii) inure to the benefit of the Agent, and its successors.

                  (g) Survival of Provisions.  All  representations,  warranties
      and covenants of the Borrower contained herein shall survive the execution
      and delivery of this Security Agreement, and shall terminate only upon the
      full and final indefeasible payment and performance by the Borrower of the
      Obligations secured hereby.

                  (h)  Setoff.  The  Agent  shall  have  all  rights  of  setoff
      available at law or in equity.

                  (i) Release; Termination of Agreement. This Security Agreement
      shall terminate automatically upon full and final indefeasible payment and
      performance of all the Obligations.  At such time, the Agent shall, at the
      request of the Borrower,  promptly reassign and redeliver to the Borrower,
      and terminate and release its security  interest in, all of the Collateral
      hereunder which has not been sold, disposed of, retained or applied by the
      Agent  in  accordance  with  the  terms  hereof.   Such  reassignment  and
      redelivery shall be without  warranty by or recourse to the Agent,  except
      as to the absence of any prior assignments by the Agent of its interest in
      the Collateral, and shall be at the expense of the Borrower.
<PAGE>

                  (j) Counterparts.  This Security  Agreement may be executed in
      one or more  counterparts,  each of which shall be deemed an original  but
      all of which shall together constitute one and the same agreement.

                  (k)  Governing  Law, etc.  This  Security  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.  Each of Borrower  and the Agent (1)
      agrees  that any  legal  suit,  action  or  proceeding  arising  out of or
      relating to this Security 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.  The Borrower
      waives any  objection  which it may have now or  hereafter to the venue of
      any such suit,  action or  proceeding.  Each of the Borrower 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 the  Borrower  mailed by  certified  mail to its address set
      forth below shall be deemed in every respect  effective service of process
      upon it, 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 SECURITY AGREEMENT.

            SECTION 9. RELEASE OR  SUBORDINATION  OF SECURITY  INTEREST.  In the
event that,  after the date of this Security  Agreement the Borrower enters into
(i) any capital and/or equipment leases with respect to any Equipment or Fixture
or  (ii)  financing  arrangement  pursuant  to  which  all or a  portion  of the
Borrower's  Accounts  are  sold  or  financed,  and,  in  any  such  case,  such
arrangement is permitted under the terms of the Securities Purchase Agreement or
the Notes,  and, in connection  therewith,  the provider of such capital  and/or
equipment lease or purchase money arrangement,  or other financing  arrangement,
as the case may be,  conditions  such  arrangement  upon  the  subordination  or
release by the Agent of its  security  interest in the  applicable  Equipment or
Fixtures,  or in the Accounts  and/or  Inventory,  as the case may be, the Agent
agrees that,  without any further inquiry on its part, and without obtaining any
specific consent or authorization  from the Noteholders,  or any one of them, it
shall promptly  deliver to the Borrower any release or subordination of security
interests as may be reasonably  necessary to effectuate the consummation of such
arrangement.
<PAGE>

            SECTION 10.  PERMITTED  LIENS.  "Permitted  Liens"  means (i) liens,
security  interests,  charges  and other  encumbrances  securing  taxes or other
governmental charges, (ii) deposits or pledges made in connection with workman's
compensation,  social security obligations, or other similar obligations arising
under statute,  (iii) liens, security interests,  charges and other encumbrances
of landlords, licensors, carriers,  warehousemen,  mechanics and materialmen and
other similar liens, security interests,  charges and other encumbrances arising
in the ordinary course of Borrower's  business,  (iv) easements,  rights of way,
zoning  restrictions  and  similar  minor liens  which  individually  and in the
aggregate  do not have a material  adverse  effect on the  Borrower,  (v) liens,
security   interests,   charges  and  other   encumbrances   securing  Permitted
Indebtedness  (as  defined in the  Notes),  provided,  that any  Permitted  Lien
granted in connection  with  Permitted  Indebtedness  incurred after the date of
this Security  Agreement  shall attach only to the specific  assets that are the
subject of the  financing  pursuant  to which such  Permitted  Indebtedness  was
incurred and such other assets as are  customarily  the subject of financings of
that type, (vi) liens,  security  interests,  charges and other  encumbrances in
existence  on the  date  of this  Security  Agreement  and  (vii)  the  security
interests in favor of equipment  lessors or working capital lenders described in
Section 7 hereof.

                           [SIGNATURE PAGE TO FOLLOW]

<PAGE>

      IN WITNESS  WHEREOF,  each of the  Borrower  and the Agent has caused this
General  Security  Agreement to be duly executed and delivered as of the day and
year first above written.

                                       BORROWER:

                                       GIGABEAM CORPORATION

                                       By: /s/ Louis S. Slaughter
                                           --------------------
                                           Louis S. Slaughter,
                                           Chairman

                                       AGENT:

                                       /s/ Edward S. Gutman
                                       ------------------------
                                       EDWARD S. GUTMAN

<PAGE>

                                   SCHEDULE A
                                EXCLUDED PROPERTY

The FCC License held by Gigabeam  Service  Corporation  as licensee  (Call Sign:
W2BS629)  and the FCC License  held by GigaBeam  Corporation  as licensee  (Call
Sign: WQAK751)

<PAGE>

                                                                       EXHIBIT F

                                                 February 1, 2005

The Investors set forth on the Schedule of Investors
to the Securities Purchase Agreement

      Re:   GigaBeam Corporation

Dear Sirs:

            We have  acted  as  counsel  to  Gigabeam  Corporation,  a  Delaware
corporation  (the  Company"),  in  connection  with the  issuance  and sale (the
"Financing") of the Company's 8% Senior Convertible Notes ("Notes") and warrants
to purchase  shares of the  Company's  common  stock,  par value $.001 per share
("Warrants"),  pursuant to the terms and  conditions set forth in the Securities
Purchase  Agreement  dated February 1, 2005 (the  "Agreement")  by and among the
Company  and  each  of  the  investors  which  are   signatories   thereto  (the
"Investors").  Capitalized  terms used herein and not otherwise  defined  herein
shall have the meanings ascribed to them in the Agreement. This opinion is being
delivered pursuant to Section 6.1 of the Agreement.

            As a basis for  rendering  the opinions  contained  herein,  we have
examined the Agreement, the Placement Agent Letter dated February 1, 2005 by and
between the Company and HCFP (the  "Placement  Agent  Letter"),  the Transaction
Documents,  the HCFP Options (as defined in the Placement  Agent Letter) and the
Schedule  of  Related   Information   and   Exceptions  to  the  Agreement  (the
"Schedule").

            We have  examined  originals,  or  copies,  certified  or  otherwise
identified  to  our   satisfaction,   of  (i)  the  Company's   Certificate   of
Incorporation and By-Laws,  each as amended to the time of Closing,  and minutes
of certain  meetings of the Board of  Directors  of the  Company;  and (ii) such
other  corporate  records of the  Company,  certificates  or telegrams of public
officials,  certificates  of officers of the Company and other  documents  as we
deemed  necessary as a basis for the  opinions  hereinafter  expressed.  In such
examination,  we have assumed the authenticity of all documents  submitted to us
as originals,  the conformity with originals of all documents submitted to us as
certified copies or otherwise  satisfactorily  identified and the correctness of
all statements of fact contained therein.  With respect to such examination,  we
have also assumed (i) the due organization, valid existence and good standing of
each party (other than the Company) to each of the  instruments,  documents  and
agreements  referred  to herein,  (ii) the full  corporate  and other  power and
authority of each party (other than the Company with respect to the  Transaction
Documents and the Placement Agent Letter and the HCFP Option) to execute each of
the  instruments,  documents  and  agreements  referred  to  herein,  (iii)  the
legality,  validity,   enforceability  and  binding  nature  of  the  respective
obligations  of each party (other than the Company) to each of the  instruments,
documents and  agreements  referred to herein,  and (iv) the due  authorization,
execution  and delivery of each of the  instruments,  documents  and  agreements
referred to herein by each party thereto (other than the Company with respect to
the Transaction Documents, the Placement Agent Letter and HCFP Options). We have
relied, to the extent we deemed proper, as to factual matters, upon certificates
of appropriate state and local officials and executive  officers of the Company,
and the  representations  of the Company set forth in the Transaction  Documents
and the Placement Agent Letter.
<PAGE>

            We have been  advised by the Company that the Company has received a
notice  regarding  its  use of the  "GigaBeam"  trademark  as set  forth  in the
Schedule.  We  express no opinion  as to,  and this  letter in its  entirety  is
qualified by, the foregoing.

            Our opinions are limited solely to matters  governed by the Act, the
laws of the State of New York and the Delaware General Corporation Law ("DGCL").
In addition,  without  limiting the generality of the  foregoing,  no opinion is
rendered herein with respect to (i) state  securities and "blue sky" laws, rules
and  regulations  in  connection  with the  Financing,  (ii)  matters  involving
trademarks,  servicemarks,  copyrights, trade secrets, confidential information,
processes, formulations,  proprietary information or other intellectual property
of or relating to the  Company,  (iii)  federal,  state and local  environmental
laws, rules and regulations (including, without limitation, those promulgated by
the U.S. Environmental  Protection Agency) (the "Environmental Laws"), including
without  limitation,  compliance by the Company with the  Environmental  Laws or
liability of the Company thereunder,  (iv) federal,  state and local laws, rules
and regulations  regarding truth in advertising,  labeling and trade  regulation
and (v) federal,  state and local laws,  regarding  communications  products and
services,  including  those  arising  under the  Communications  Act of 1934, as
amended by the Telecommunications Act of 1996.

            Please  be  advised  that with  respect  to  statements  made in the
following opinion that are modified by phrases such as "to our knowledge, "known
to us, "we know of" or similar  language,  such phrases are intended to indicate
that during the course of our  representation  of the Company in connection with
the transactions  contemplated by the Agreement,  no information has come to the
attention  of the  attorneys  of this firm who have  worked on the  transactions
contemplated  by the  Agreement  to give such  attorneys  knowledge  of  factual
conditions  or  circumstances  that are  contrary  to the  statements  set forth
therein and that we have relied upon a certificate of officers of the Company as
to such factual conditions and circumstances,  which certificate was given to us
in response  to our  reasonable  inquiry,  but that we have not  undertaken  any
independent  investigation to determine the existence or absence of such factual
circumstances  or conditions.  Without limiting the generality of the foregoing,
we have not  performed  any  litigation,  lien,  judgment,  tax,  UCC or similar
searches with respect to the Company.
<PAGE>

            With respect to  paragraph 6 below,  we express no opinion as to (i)
limitations resulting from applicable  bankruptcy,  insolvency,  reorganization,
arrangement,  moratorium,  fraudulent  conveyance  or transfer and other laws or
equitable  principles  (whether  applied  in a  proceeding  at law or in equity)
relating to or affecting any rights, powers, preferences,  remedies or interests
of creditors generally; (ii) the availability of equitable remedies,  including,
without limitation, specific performance or injunctive relief; (iii) Federal and
state  laws  or  public  policies   relating  to  the   enforceability   of  the
indemnification,  contribution  and hold  harmless  provisions  contained in the
Transaction  Documents;  (iv)  the  acceleration  of any  obligations  or  other
exercise  of  rights  or  remedies  upon  the   occurrence  of  a  technical  or
non-material  breach or  violation  or  notwithstanding  any course of  conduct,
action or dealing on any Investor's part; (v) liability limitations with respect
to third parties or liquidated  damages;  (vi)  provisions  imposing  penalties,
forfeitures,  legal costs or late payment charges upon delinquency in payment or
the occurrence of a default;  (vii)  provisions  relating to payment of costs of
indemnity,  court costs, attorneys' fees and expenses which may be chargeable or
recoverable  in any judicial  proceedings  in excess of those which are actually
incurred and would be reasonable;  and (viii) provisions which may be limited by
rules or principles of equity or public policy affecting  enforcement  including
(without  limitation) those pertaining to good faith,  fair dealing,  diligence,
reasonableness,  unconscionability,  impossibility of performance or other cure,
surety rights or defenses, waiver, laches, estoppel or judicial deference.

            As you are aware,  (i) the number of shares of Common Stock issuable
as  payment  of  interest  on the Notes,  if the  holders of the Notes  elect to
receive  payment in the form of Interest  Shares,  is  currently  indeterminable
because the  Interest  Payment  Price is subject to  determination  based on the
market  price of the Common  Stock on the  Interest  Payment  Dates and (ii) the
number of shares of Common Stock  issuable  upon exercise of the Warrants may be
subject to adjustment to a number of shares that is  indeterminable  as a result
of  potential  adjustments  to the  exercise  price of,  and number of shares of
Common Stock  issuable upon  exercise of, the Warrants  pursuant to Section 5 of
the  Warrants.  Accordingly,  the Company  may, in the future be required to (i)
issue a number of shares of Common  Stock in  connection  with the  Financing in
excess of its then  authorized but unissued  Common Stock and, any such issuance
would  require  board  of  director  and  stockholder   approval  to  amend  the
Certificate of Incorporation of the Company to increase the number of authorized
shares of Common Stock (a "Charter Amendment") and (ii) file a Charter Amendment
with the  Secretary  of State of the  State of  Delaware.  The  Company  has not
obtained Board of Director or stockholder approval for a Charter Amendment.  Our
opinion herein is qualified in its entirety, and subject to the foregoing.

            No inference as to our  knowledge of the existence or absence of any
fact  should be drawn from our  representation  of the Company  with  respect to
matters other than the  transactions  contemplated by the Transaction  Documents
and Placement Agent Letter or the rendering of the opinion set forth below.
<PAGE>

            Based upon and subject to the foregoing, we are of the opinion that:

            1. The Company is validly existing as a corporation in good standing
under  the  laws of the  state  of  Delaware.  Based  solely  on our  review  of
certificates of public  officials,  the Company is duly qualified to do business
and is in good standing as a foreign corporation or other entity in the State of
Virginia.  To our knowledge,  the Company has no subsidiaries  other than as set
forth in the Schedule.

            2.  The  outstanding  securities  of  the  Company  have  been  duly
authorized and validly issued.  The outstanding shares of Common Stock are fully
paid and nonassessable.  The outstanding options and warrants to purchase Common
Stock constitute the valid and binding  obligations of the Company,  enforceable
in accordance with their terms.  None of the outstanding  shares of Common Stock
or options or  warrants to  purchase  shares of Common  Stock has been issued in
violation of the DGCL or the Company's  Certificate of Incorporation or By-Laws,
each as amended, or, to our knowledge, any contractual preemptive rights granted
by the Company. None of the holders of the outstanding shares of Common Stock is
subject to personal  liability  solely by reason of being such a holder.  To our
knowledge,  there are no  outstanding  securities of the Company  convertible or
exchangeable  into,  or evidencing  the right to purchase or subscribe  for, any
shares of capital  stock of the  Company,  except as set forth in the  Schedule.
There are no  restrictions  upon the  voting or  transfer  of any  shares of the
Company's  capital stock pursuant to the Company's  Certificate of Incorporation
or Bylaws,  each as amended,  or any agreement or other  instrument to which the
Company is a party and which known to us.

            3. The issuance and sale of the Notes, Warrants,  Conversion Shares,
Warrant  Shares,  HCFP  Options,  the HCFP Warrants (as defined in the Placement
Agreement  Letter) and the shares of Common Stock  issuable upon exercise of the
HCFP Options and HCFP Warrants  (collectively,  the "Securities") have been duly
authorized  and, when issued and duly  delivered  against  payment  therefore as
contemplated  by the Agreement,  the Note,  Warrants,  Warrant  Agreement,  HCFP
Options or HCFP Warrants, as the case may be, will be validly issued, fully paid
and  non-assessable,  and the  holders  thereof  will not be subject to personal
liability solely by reason of being such holders. None of the Securities will be
subject to preemptive  rights of any stockholder of the Company  pursuant to the
Company's  Certificate of Incorporation or By-Laws,  each as amended, or, to our
knowledge,  any contractual  preemptive  rights under any agreement to which the
Company is a party.  The Company has reserved a  sufficient  number of shares of
Common Stock for issuance  upon  conversion  of, and payment of interest on, the
Notes,  and exercise of the  Warrants,  HCFP Options and HCFP  Warrants.  To our
knowledge,  the Company has not incurred any contingent liability under blue sky
laws or state  securities  laws for  issuances  of  securities,  other  than any
contingent liabilities which could not reasonably be expected to have a Material
Adverse Effect.

            4. To our knowledge,  other than as set forth in the Schedule, there
are no material  legal or  governmental  proceedings  pending or  threatened  in
writing against the Company or involving its properties or assets.
<PAGE>

            5. The  Transaction  Documents,  the Placement  Agent Letter and the
HCFP  Options  have been duly  authorized  by the Company and when  executed and
delivered,  will  constitute  the valid and binding  agreements  of the Company,
enforceable in accordance with their terms.

            6.  The  execution,  delivery  and  performance  of the  Transaction
Documents,  the Placement Agent Letter and the HCFP Options by the Company,  the
incurrence  of  the  obligations  contained  therein  and  the  issuance  of the
Securities  do not,  and will not,  with or without  the giving of notice or the
lapse  of time,  or both,  (a)  result  in a  violation  of the  Certificate  of
Incorporation  or By-Laws,  each as amended,  of the Company,  (b)  constitute a
breach of any material terms or provisions of, or constitute a material  default
under,  or  result  in the  modification  or  termination  of,  or result in the
creation or  imposition  of any  material  lien,  security  interest,  charge or
encumbrance upon any of the properties or assets of the Company pursuant to, any
indenture,  mortgage, note, or other material contract,  commitment or agreement
or  instrument  known  to us to which  the  Company  is a party or by which  the
Company or any of the Company's  properties or assets are bound or affected;  or
(c) to our  knowledge,  violate any existing  applicable  material  law, rule or
regulation,  that would  reasonably  be expected to have  jurisdiction  over the
Company  or any of the  Company's  properties  or  businesses,  or any  material
judgment,  order or decree known to us of any  governmental  agency or court, or
(d) to our knowledge, have material advise effect on any permit,  authorization,
approval, consent, order, registration or license (each, a "Permit") used by the
Company in the  operation  of its business or the ability of the Company to make
use thereof.

            7. To our knowledge,  no Permit of any court or governmental  agency
or body  (other  than  under  the Act,  the  Regulations  and  applicable  state
securities  or Blue Sky laws or matters  relating to the OTC Bulletin  Board and
National  Association of Securities Dealers,  Inc. and as otherwise set forth in
the  Schedule)  is  required  for the valid  authorization,  issuance,  sale and
delivery of the Notes and Warrants to the Investors or the HCFP Options to HCFP,
and  the  performance  by  the  Company  of  its  obligations  contained  in the
Transaction Documents, the Placement Agent Letter and the HCFP Options.

            8. To our knowledge,  other than as set forth in the Schedule, there
are no  contracts,  agreements  or  understandings  between  the Company and any
person  granting  such person the right to require  the Company to include  such
securities in the securities registered pursuant to

            This opinion is solely for the benefit of the  Investors and may not
be relied upon in any manner for any other purpose or by any other person except
for HCFP. This opinion is based on the state of the law and facts as of the date
hereof and we have no obligation to advise you of any changes therein.

                                    Very truly yours,

<PAGE>

                                                                       EXHIBIT G

                                  _________, 2005

HCFP/Brenner Securities, LLC
888 Seventh Avenue
17th Floor
New York, NY  10106

Ladies and Gentlemen:

      We have acted as special federal telecommunications  regulatory counsel to
GigaBeam  Corporation,   and  its  subsidiary,   GigaBeam  Service  Corporation,
(collectively,  referred to herein as the  "Company"),  in  connection  with the
issuance and sale of Senior Secured Notes and Warrants (the "Issuance and Sale")
as described in the Securities  Purchase  Agreement by and among the Company and
the  Investors  dated  January  __,  2005 (the  "Agreement").  This  opinion  is
delivered  to you at the request of the  Company  pursuant to Section 6.2 of the
Agreement.  Capitalized  terms used herein which are not defined herein have the
meanings assigned to them in the Agreement.

      We have  acted  as  special  federal  telecommunications  counsel  for the
Company  providing  representation  on  federal  telecommunications   regulatory
matters and with respect to the  Issuance  and Sale.  This opinion is limited to
such matters. As special federal  telecommunications  counsel to the Company, we
address  only  matters  within the  jurisdiction  of the Federal  Communications
Commission  ("FCC")  and only to the  extent  identified  herein.  We express no
opinion  regarding the FCC's  equipment  authorization  requirements or process,
which it is  anticipated  that the  Company  will be required to comply with and
note that, based on input from millimeter wave rulemaking participants,  the FCC
is expected to modify on reconsideration certain of the millimeter wave 70/80/90
GHz service rules,  including certain engineering rules. In addition, we express
no opinion as to state  telecommunications  regulatory  matters,  or as to other
matters of state, county, municipal or local regulation.

      The  following  opinions  are  based  upon and  expressly  limited  to the
applicability of certain Federal Telecommunications Laws to the Company. As used
herein, the term "Federal  Telecommunications Laws" means the Communications Act
of 1934,  as  amended,  and the rules  and  regulations  of the FCC  promulgated
thereunder and FCC written or federal court orders interpreting the same.
<PAGE>

___________, 2005
Page 2

      In  rendering  the  opinions   expressed  herein,  we  have  examined  the
Agreement.  We have  assumed,  with  your  permission  and  without  independent
verification,  that:  (a) the  signatures  on all  documents  examined by us are
genuine  and that,  where  any such  signature  purports  to have been made in a
corporate,  governmental,  fiduciary,  or other capacity, the person who affixed
such  signature to such  documents  had  authority  to do so; (b) the  documents
submitted  to us as originals  or as filed  copies are  authentic,  and that all
documents submitted to us as certified,  conformed or photostatic copies conform
to authentic original documents;  (c) public files, records and certificates of,
or furnished by, governmental or regulatory agencies or authorities are correct;
and (d) any drafts of the  Agreement  submitted  to us for purposes of rendering
this opinion do not differ in any material respect from the executed versions of
such documents.

      As to matters of fact relevant to the opinions  expressed  herein, we have
relied upon information  supplied to us by the Company,  the  representations of
the Company in the Agreement,  the attached Certificate of Officer (the "Officer
Certificate"),  examination of our own files and records, examination of certain
public records,  files and certificates on file with and, in certain  instances,
telephonic or other inquiries to the FCC as we have deemed  appropriate.  Except
as noted above, we have not independently verified any matters of fact set forth
in  the  Officer  Certificate  or the  representations  of  the  Company  in the
Agreement.

      Opinions expressed herein as being "to our knowledge" or incorporating the
phrase "of which we have  knowledge"  refer to actual  present  knowledge of the
attorneys  who are  currently  with this Firm and who our records  indicate have
worked on matters  for the  Company  during the past year.  We have not made any
independent  investigation  of the  applicable  facts,  but have relied upon the
information  obtained as described in the preceding paragraphs and are not aware
of any facts inconsistent therewith.

      Based upon the  foregoing and subject to the  qualifications,  assumptions
and limitations set forth herein, we are of the opinion that:

      1. Attachment 1 to the Officer Certificate identifies all of the licenses,
permits, and authorizations issued by the FCC (collectively, the "FCC Licenses")
to the Company.

      2.  No  consent,  approval,  authorization,  or  filing  with  the  FCC is
necessary by the Company for the Issuance and Sale,  except where the failure to
obtain  such  consent,  approval,  authorization  or  filing,  would  not have a
Material Adverse Effect on the Company. Notwithstanding anything to the contrary
herein,  neither this opinion  paragraph nor any other opinion paragraph in this
letter extends to any prior notification to, filing an application with, consent
from,  or approval of the FCC that may be required by  provisions of the Federal
Telecommunications  Laws, prior to the exercise,  subsequent to the date hereof,
of any rights accorded the purchasers or holders of the Senior Secured Notes and
Warrants  that would result in a major change in the ownership or control of the
FCC Licenses.
<PAGE>

___________, 2005
Page 3

      3. The  Issuance  and Sale  does not and  will  not  violate  the  Federal
Telecommunications Laws.

      4. To our knowledge,  there are no adverse  orders,  decrees or rulings of
the FCC  outstanding  against the  Company,  which,  if  enforced,  would have a
Material Adverse Effect on the Company.

      5. To our  knowledge,  the  Company has duly filed all  material  filings,
reports,  applications,  documents,  instruments and information  required to be
filed by them  under the  Federal  Telecommunications  Laws  related  to the FCC
Licenses identified in Attachment 1 of the Officer Certificate.

      The  opinions  stated above are limited to the matters set forth herein as
of the date  hereof.  No opinion may be  inferred or implied  beyond the matters
expressly  stated in this opinion letter,  and the opinions stated above must be
read  in  conjunction   with  the  assumptions,   limitations,   exceptions  and
qualifications  set forth in this opinion  letter.  We assume no  obligation  to
advise you of changes in fact or law, whether or not deemed material,  which may
be brought to our attention after the date hereof.

      At the request of our client, this Opinion Letter is provided to you by us
solely in  connection  with this  transaction  and in our  capacity  as  special
federal  telecommunications  regulatory  counsel to the  Company,  as  described
above, and may not be used, circulated, quoted, referred to, or relied upon, for
any other  purpose or by any person or entity  other  than the  Company  and the
specific addressee hereto and their respective  successors and assigns,  nor may
this  opinion  letter be filed with or  furnished  to any  governmental  agency,
court, or any other person or entity, without our prior written consent.

                                          Very truly yours,

                                          KELLEY DRYE & WARREN, LLP

                                          _______________________________
                                          A member of the firm
<PAGE>

                                                                       EXHIBIT H

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.
<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
<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.
<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.
<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.

<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.
<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:


                                        -------------------------------------
                                        LOUIS S. SLAUGHTER
                                        195 Binney Street, Apt. 2208
                                        Cambridge, MA 02142


                                        -------------------------------------
                                        DOUGLAS LOCKIE
                                        19267 Mountain Way
                                        Los Gatos, CA 95030

                                        AGENT:


                                        -------------------------------------
                                        EDWARD S. GUTMAN
                                        888 Seventh Avenue
                                        New York, NY 10106

<PAGE>

                                   SCHEDULE A

                          Description of Pledged Stock

NAME OF PLEDGOR                   CERTIFICATE NO.             NUMBER OF SHARES
---------------                   ---------------             ----------------
Louis S. Slaughter                   ____________                    540,993
Douglas Lockie                       ____________                    540,993