EXHIBIT 4.1

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

                     $_______ Common Stock Purchase Warrants

                          (Void after January 28, 2011)

      GigaBeam  Corporation,  a Delaware corporation (the "Company"),  for value
received,  hereby  certifies and agrees that _______ 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.


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<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.

            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.


                                       3
<PAGE>

            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.


                                       4
<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.

                        (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.


                                       5
<PAGE>

                        (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:

(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.


                                       6
<PAGE>

                        (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.

            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.


                                       7
<PAGE>

            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.

            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
<PAGE>

      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.

      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.


                                       9
<PAGE>

      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.

      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)


                                       10
<PAGE>

                  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.

      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.


                                       11
<PAGE>

      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.

      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


                                       12
<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:


                                       13
<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: