EXHIBIT 4.2

THIS PURCHASE OPTION HAS BEEN ACQUIRED FOR INVESTMENT.  THIS PURCHASE OPTION AND
THE  SHARES  ISSUABLE  UPON  EXERCISE  OF THIS  PURCHASE  OPTION  HAVE  NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR
APPLICABLE  STATE SHARES LAWS. THIS PURCHASE OPTION AND THE SHARES ISSUABLE UPON
EXERCISE  OF  THIS  PURCHASE  OPTION  MAY  NOT BE  SOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED  IN THE ABSENCE OF SUCH  REGISTRATION  OR  PURSUANT TO AN  EXEMPTION
THEREFROM  UNDER THE ACT AND SUCH LAWS,  SUPPORTED  BY AN  OPINION  OF  COUNSEL,
REASONABLY  SATISFACTORY TO THE COMPANY AND ITS COUNSEL,  THAT SUCH REGISTRATION
IS NOT REQUIRED.

THIS  PURCHASE  OPTION MAY NOT, IN ANY EVENT,  BE  TRANSFERRED  TO ANY PERSON OR
ENTITY  THAT IS NOT AN  ACCREDITED  INVESTOR  WITHIN  THE  MEANING  OF RULE 501,
PROMULGATED UNDER THE ACT.

                                 PURCHASE OPTION

                               FOR THE PURCHASE OF

                          31,250 SHARES OF COMMON STOCK

                                       OF

                              GIGABEAM CORPORATION

                            (A DELAWARE CORPORATION)

1. Purchase Option.

      THIS CERTIFIES THAT, in  consideration  of $50 and other good and valuable
consideration  duly  paid  by or  on  behalf  of  HCFP/Brenner  Securities,  LLC
("Holder"), as registered owner of this Purchase Option, to GigaBeam Corporation
("Company"),  Holder is entitled, at any time or from time to time commencing on
the date hereof  ("Commencement Date") and at or before 5:00 p.m., Eastern Time,
January 28, 2011  ("Expiration  Date"),  but not  thereafter,  to subscribe for,
purchase and receive, in whole or in part, up to 31,250 shares ("Shares") of the
common stock of the Company ("Common Stock"). If the Expiration Date is a day on
which banking  institutions  are authorized by law to close,  then this Purchase
Option may be  exercised  on the next  succeeding  day that is not such a day in
accordance  with the terms herein.  During the period  ending on the  Expiration
Date,  the  Company  agrees not to take any  action  that  would  terminate  the
Purchase Option.

      This Purchase  Option is being issued in connection  with the issuance and
sale by the Company of 8% senior  convertible  promissory  notes  ("Notes")  and
common stock purchase warrants  ("Warrants") to investors in a private placement
under  the  terms of a  securities  purchase  agreement  of even  date  herewith
("Securities  Purchase  Agreement")  and the offering  contemplated  thereby for
which  HCFP/Brenner  Securities,  LLC  ("HCFP")  has  acted as  placement  agent
("Private Placement").

      This Purchase  Option is initially  exercisable at a price per Share equal
to $8.00;  provided,  however,  that upon the  occurrence  of any of the  events
specified  in Section 6 hereof,  the rights  granted  by this  Purchase  Option,
including  the exercise  price and the number of Shares to be received upon such
exercise,  shall be adjusted as therein  specified.  The term  "Exercise  Price"
shall mean the initial exercise price or, if adjustments thereto have been made,
the adjusted exercise price to purchase one Share.

<PAGE>

2. Exercise.

      2.1 Exercise Form. In order to exercise this Purchase Option, the exercise
form  attached  hereto must be duly  executed and completed and delivered to the
Company,  together with this Purchase  Option and payment of the Exercise  Price
multiplied by the number of Shares for which this Purchase  Option is then being
exercised  (except as provided  in Section  2.3 hereof) in cash or by  certified
check or official bank check for the Shares being purchased. If the subscription
rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern
time, on the Expiration Date, except as otherwise  provided in Section 1 hereof,
this  Purchase  Option shall become null and be void  without  further  force or
effect, and all rights represented hereby shall cease and expire.

      2.2 Legend. The Shares purchased under this Purchase Option shall bear the
legends  contained on the Shares  issued to investors in the Private  Placement.
Each  certificate  for Shares  purchased under this Purchase Option shall bear a
legend  substantially  as follows  unless  the  issuance  of such  Shares by the
Company  have been  registered  under the  Securities  Act of 1933,  as  amended
("Securities Act"):

            These  Shares  been  acquired  for   investment  and  has  not  been
            registered  under  the  Securities  Act  of  1933,  as  amended,  or
            applicable  state  securities  laws. The securities may not be sold,
            pledged or  transferred  in the absence of such  registration  or an
            exemption  therefrom  under said Act and such laws,  supported by an
            opinion of counsel,  reasonably  satisfactory to the Company and its
            counsel, that such registration is not required.

      2.3 Conversion Right.

            2.3.1  Determination  of  Amount.  In  lieu  of the  payment  of the
Exercise Price multiplied by the number of Shares for which this Purchase Option
is exercisable in the manner  required by Section 2.1, the Holder shall have the
right  (but not the  obligation)  to convert  any  exercisable  but  unexercised
portion of this  Purchase  Option into Shares  ("Conversion  Right") as follows:
upon exercise of the Conversion  Right,  the Company shall deliver to the Holder
(without payment by the Holder of any of the Exercise Price in cash) that number
of Shares equal to the quotient obtained by dividing (x) the "Value" (as defined
below) of the portion of the Purchase  Option being converted by (y) the Current
Market  Value (as defined  below).  The  "Value" of the portion of the  Purchase
Option being  converted shall equal the remainder  derived from  subtracting (a)
(i) the Exercise  Price  multiplied by (ii) the number of Shares  underlying the
portion of this  Purchase  Option being  converted  from (b) the Current  Market
Value of a Share  multiplied by the number of Shares  underlying  the portion of
the Purchase Option being  converted.  As used herein,  the term "Current Market
Value"  per  Share at any  date  means  (i) if the  Common  Stock or such  other
security is not  registered  under the Shares  Exchange Act of 1934,  as amended
("Exchange  Act"),  (A) the value of the Common Stock or such other  security as
determined  in good faith by the Board of  Directors  and  certified  in a board
resolution,  based  on the  most  recently  completed  arm's-length  transaction
between  the  Company  and a person  other than an  affiliate  of the Company or
between any two such  persons  and the  closing of which  occurs on such date or
shall have occurred within the six-month  period  preceding such date, or (B) if
no such  transaction  shall have occurred on such date or within such  six-month
period,  the value of the Common Stock or such other  security as  determined in
good  faith  by  resolution  of the  Board  of  Directors,  based  on  the  best
information  available,  or (ii) if the Common  Stock or such other  security is
registered  under the Exchange Act, the average of the daily closing sale prices
of the  Common  Stock or such other  security  for each  trading  day during the
period  commencing  10 trading  days before such date and ending on the date one
day prior to such date; provided,  however, that if the closing bid price is not
determinable for at least three trading days in such period, the "Current Market
Price" of the Common Stock or such other  security shall be determined as if the
Common Stock or such other security was not registered under the Exchange Act.


                                       2
<PAGE>

            2.3.2  Mechanics of Conversion  Right.  The Conversion  Right may be
exercised by the Holder on any business  day on or after the  Commencement  Date
and not later than the Expiration Date, except as otherwise  provided in Section
1 hereof, by delivering to the Company this Purchase Option with a duly executed
exercise form attached hereto with the conversion  section completed  exercising
the Conversion Right.

3. Transfer.

      3.1 General  Restrictions.  On and after the Commencement Date, the Holder
of this  Purchase  Option  may sell,  transfer  or assign  or  hypothecate  this
Purchase  Option or the  Shares  only  upon  compliance  with,  or  pursuant  to
exemptions from,  applicable  securities laws and in accordance with Section 3.2
below. In order to make any permitted  assignment of this Purchase  Option,  the
Holder must  deliver to the Company the  assignment  form  attached  hereto duly
executed and  completed  both by the Holder and the  transferee  as  applicable,
together with this Purchase Option. The Company shall immediately  transfer this
Purchase  Option on the books of the Company and shall execute and deliver a new
Purchase Option or Purchase Options of like tenor to the appropriate assignee(s)
expressly  evidencing  the  right to  purchase  the  aggregate  number of Shares
purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.

      3.2  Restrictions  Imposed by the Securities Act. This Purchase Option and
the Shares  underlying this Purchase Option shall not be transferred  unless and
until (i) the  Company has  received  the opinion of counsel for the Holder that
this  Purchase  Option or the  Shares,  as the case may be,  may be  transferred
pursuant  to an  exemption  from  registration  under  the  Securities  Act  and
applicable state law, the availability of which is established to the reasonable
satisfaction of the Company,  or (ii) a registration  statement relating to such
Purchase Option or Shares, as the case may be, has been filed by the Company and
declared effective by the Shares and Exchange Commission (the "SEC") and remains
effective and current and is in compliance with applicable state law.

4. New Purchase Options to be Issued.

      4.1 Partial Exercise or Transfer. This Purchase Option may be exercised or
assigned in whole or in part. In the event of the exercise or assignment  hereof
in part only, upon surrender of this Purchase Option for cancellation,  together
with the duly executed  exercise or assignment form and funds  sufficient to pay
any  Exercise  Price,  the  Company  shall cause to be  delivered  to the Holder
without  charge a new Purchase  Option of like tenor to this Purchase  Option in
the name of the  Holder  evidencing  the  right of the  Holder to  purchase  the
aggregate  number of Shares  purchasable  hereunder  as to which  this  Purchase
Option has not been exercised or assigned.

      4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft,  destruction or mutilation of this Purchase Option and
of  reasonably  satisfactory  indemnification,  the  Company  shall  execute and
deliver a new  Purchase  Option of like  tenor and date.  Any such new  Purchase
Option  executed and  delivered as a result of such loss,  theft,  mutilation or
destruction shall constitute a substitute  contractual obligation on the part of
the Company.

5. Registration Obligation.

      5.1 The  Holder of this  Purchase  Option  shall be  entitled  to the same
registration  rights with  respect to the resale of the Shares  underlying  this
Purchase  Option  (the  "Registrable  Shares")  as the  Company  has  granted to
investors in the Private  Placement  with respect to the Shares  underlying  the
Warrants,  as provided in the Securities Purchase Agreement  including,  without
limitation and subject to the limitations and obligations set forth therein, the
mandatory and piggyback  registration  obligations set forth therein;  provided,
however,  that the Holder shall not be entitled to any of the delinquent  filing
and effectiveness penalties afforded such investors thereunder.


                                       3
<PAGE>

      5.2 Successors and Assigns. The registration rights granted to the Holders
inure  to the  benefit  of all  the  Holders'  successors,  heirs,  pledges  and
permitted assignees.

6. Adjustments.

      6.1 Adjustment of Common Stock.

            6.1.1   Stock   Dividends  -   Recapitalization,   Reclassification,
Split-Ups.  If after the date hereof,  and subject to the  provisions of Section
6.2 below,  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,
recapitalization  or reclassification of shares of Common Stock or other similar
event,  then, on the effective date thereof,  the number of Shares issuable upon
exercise  of the  Purchase  Option  shall be  increased  in  proportion  to such
increase in outstanding shares of Common Stock.

            6.1.2 Aggregation of Shares.  If after the date hereof,  and subject
to the  provisions  of Section 6.2, 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 thereof,
the number of Shares  issuable  upon  exercise of the  Purchase  Option shall be
decreased in proportion to such decrease in outstanding shares of Common Stock.

            6.1.3  Adjustments in Exercise Price.  Whenever the number of Shares
purchasable  upon the exercise of this Purchase Option is adjusted,  as provided
in this Section 6.1, the Exercise  Price shall be adjusted (to the nearest cent)
by multiplying  such Exercise Price  immediately  prior to such  adjustment by a
fraction (x) the  numerator  of which shall be the number of Shares  purchasable
upon the exercise of this Purchase Option  immediately prior to such adjustment,
and (y) the  denominator  of which shall be the number of Shares so  purchasable
immediately thereafter.

            6.1.4 Replacement of Shares upon Reorganization, etc. In case of any
reclassification  or  reorganization  of the outstanding  shares of Common Stock
other than a change  covered by Section 6.1.1 hereof or which solely affects the
par  value of such  shares  of  Common  Stock,  or in the case of any  merger or
consolidation  of the Company  with or into  another  corporation  (other than a
consolidation  or merger in which the Company is the continuing  corporation and
which  does  not  result  in  any  reclassification  or  reorganization  of  the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another  corporation  or entity of the property of the Company as an entirety or
substantially  as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase  Option shall have the right  thereafter  (until the
expiration of the right of exercise of this Purchase Option) to receive upon the
exercise  hereof,  for the  same  aggregate  Exercise  Price  payable  hereunder
immediately prior to such event, the kind and amount of shares of stock or other
securities or property  (including cash) receivable upon such  reclassification,
reorganization,  merger or  consolidation,  or upon a dissolution  following any
such sale or other  transfer,  by a Holder of the number of Shares issuable upon
exercise of this Purchase  Option  immediately  prior to such event;  and if any
reclassification  also results in a change in shares of Common Stock  covered by
Section 6.1.1,  then such  adjustment  shall be made pursuant to Sections 6.1.1,
6.1.3 and this  Section  6.1.4.  The  provisions  of this  Section  6.1.4  shall
similarly  apply to successive  reclassifications,  reorganizations,  mergers or
consolidations, sales or other transfers.

            6.1.5  Changes in Form of  Purchase  Option.  This form of  Purchase
Option need not be changed because of any change  pursuant to this Section,  and
Purchase  Options issued after such change may state the same Exercise Price and
the same number of Shares as are stated in the Purchase Options initially issued
pursuant to this Agreement.  The acceptance by any Holder of the issuance of new
Purchase Options  reflecting a required or permissive change shall not be deemed
to waive any rights to a prior adjustment or the computation thereof.


                                       4
<PAGE>

      6.2 Elimination of Fractional Interests. The Company shall not be required
to issue certificates  representing fractions of shares of Common Stock upon the
exercise or transfer of the Purchase  Option,  nor shall it be required to issue
scrip or pay cash in lieu of any  fractional  interests,  it being the intent of
the parties that all  fractional  interests  shall be eliminated by rounding any
fraction up or down to the nearest whole number of shares of Common Stock.

7.  Reservation  and Listing.  The Company  shall at all times  reserve and keep
available out of its authorized  shares of Common Stock,  solely for the purpose
of issuance upon exercise of this Purchase Option, the number of Shares issuable
upon exercise of this Purchase  Option.  The Company  covenants and agrees that,
upon  exercise  of the  Purchase  Options  and  payment  of the  Exercise  Price
therefor, all Shares issuable upon the exercise of this Purchase Option shall be
duly and  validly  issued,  fully  paid and  non-assessable  and not  subject to
preemptive  rights of any stockholder.  As long as the Purchase Options shall be
outstanding,  the  Company  shall  use its  best  efforts  to cause  all  Shares
underlying  the  Purchase  Option to be listed  (subject to  official  notice of
issuance) on all securities  exchanges (or, if applicable,  on Nasdaq or the OTC
Bulletin Board) on which the Common Stock is then listed and/or quoted.

8. Notices of Record Date.  Nothing herein shall be construed as conferring upon
the Holders the right to vote or consent as a  stockholder  for the  election of
directors  or  any  other  matter,  or  as  having  any  right  whatsoever  as a
stockholder of the Company. In case:

      (a) the  Company  shall take a record of the  holders of its Common  Stock
(and/or other stock or securities at the time  deliverable  upon the exercise of
this  Purchase  Option) 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 any class or any other  securities,  or to  receive  any
other right, or

      (b) 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

      (c) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company,

then,  and in each such case,  the Company will deliver or cause to be delivered
to the Holder 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 this  Purchase  Option)  shall be entitled to
exchange  their  shares  of  Common  Stock  for  securities  or  other  property
deliverable upon such reorganization,  reclassification,  consolidation, merger,
transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at
least ten (10) days (or such lesser number of days as may be practicable (but in
no event less than five  business  days) based on the date on which the Board of
Directors  acts to set such record date or transfer book  closing)  prior to the
record date or effective date for the event  specified in such notice,  provided
that the failure to mail such notice  shall not affect the  legality or validity
of any such action.

      8.1  Transmittal  of Notices.  All notices,  requests,  consents and other
communications  under this  Purchase  Option  shall be in  writing  and shall be
deemed to have been duly made on the date of delivery if  delivered  personally,
by courier,  by facsimile or sent by overnight  courier service (such as federal
express),  with  acknowledgment of receipt to the party to whom notice is given,
or on the fifth day after mailing if mailed to the party to whom notice is to be
given,  by registered  or certified  mail,  return  receipt  requested,  postage
prepaid and properly  addressed as follows:  (i) if to the registered  Holder of
the Purchase Option,  to the address of such Holder as shown on the books of the
Company,  or  (ii)  if to  the  Company,  to  its  principal  executive  office,
attention: Chief Financial Officer.


                                       5
<PAGE>

9. Miscellaneous.

      9.1  Amendments.  The Company and HCFP may from time to time supplement or
amend this Purchase  Option  without the approval of any of the Holders in order
to cure any ambiguity,  to correct or supplement any provision  contained herein
which may be defective or inconsistent  with any other provisions  herein, or to
make any other  provisions in regard to matters or questions  arising  hereunder
that the Company and HCFP may deem  necessary or desirable  and that the Company
and HCFP deem shall not adversely affect the interest of the Holders.  All other
modifications  or  amendments  shall  require the  written  consent of the party
against whom enforcement of the modification or amendment is sought.

      9.2 Headings.  The headings  contained  herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.

      9.3 Entire Agreement. This Purchase Option (together with the registration
rights  provisions in the  Subscription  Agreement  referred to in this Purchase
Option)  constitutes the entire  agreement of the parties hereto with respect to
the  subject   matter  hereof,   and   supersedes   all  prior   agreements  and
understandings  of the parties,  oral and  written,  with respect to the subject
matter hereof.

      9.4 Binding Effect. This Purchase Option shall inure solely to the benefit
of and shall be binding  upon,  the Holder and the Company and their  respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable  right,  remedy or claim under or in
respect  of or by  virtue  of this  Purchase  Option  or any  provisions  herein
contained.

      9.5 Governing Law; Submission to Jurisdiction.  This Purchase Option shall
be governed by and  construed  and enforced in  accordance  with the laws of the
State of New York,  without  giving  effect  to  conflict  of laws.  Each of the
Company  and the Holder  hereby  agrees  that any  action,  proceeding  or claim
against it arising out of, or relating in any way to this Purchase  Option shall
be brought and  enforced in the courts of the State of New York or of the United
States of America for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company
and the Holder hereby waives any objection to such  exclusive  jurisdiction  and
that such courts  represent an inconvenient  forum. Any 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 its principal business offices.  Such mailing shall be deemed
personal  service and shall be legal and binding upon the Company in any action,
proceeding  or claim.  The  prevailing  party(ies)  in any such action  shall be
entitled to recover from the other  party(ies) all of its reasonable  attorneys'
fees and  expenses  relating to such  action or  proceeding  and/or  incurred in
connection with the preparation therefor.

      9.6 Waiver,  Etc.  The failure of the Company or the Holder to at any time
enforce any of the  provisions  of this  Purchase  Option shall not be deemed or
construed  to be a waiver of any such  provision,  nor to in any way  affect the
validity of this  Purchase  Option or any  provision  hereof or the right of the
Company or any Holder to  thereafter  enforce  each and every  provision of this
Purchase Option. No waiver of any breach,  non-compliance or  non-fulfillment of
any of the  provisions  of this  Purchase  Option shall be effective  unless set
forth in a written  instrument  executed by the party or parties against whom or
which  enforcement  of such waiver is sought;  and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

      9.7  Exchange  Agreement.  As a  condition  of the  Holder's  receipt  and
acceptance of this Purchase Option, Holder agrees that, at any time prior to the
complete  exercise of this  Purchase  Option by Holder,  if the Company and HCFP
enter into an agreement ("Exchange Agreement") pursuant to which they agree that
all outstanding  Purchase  Options will be exchanged for securities or cash or a
combination of both, then Holder shall agree to such exchange and become a party
to the Exchange Agreement.


                                       6
<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused  this  Purchase  Option to be
signed by its duly authorized officer as of the 28th day of January, 2005.

                                          GIGABEAM CORPORATION


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


                                       7
<PAGE>

                               NOTICE OF EXERCISE

                     To Be Executed by the Registered Holder

                    In Order to Exercise this Purchase Option

      The undersigned  registered Holder hereby  irrevocably  elects to exercise
the  attached  Purchase  Option and to  purchase  ___ shares of Common  Stock of
GigaBeam Corporation and hereby makes payment of $________ (at the rate of $____
per Share) in payment of the Exercise Price pursuant  thereto.  Please issue the
securities  comprising the shares as to which this Purchase  Option is exercised
in accordance with the instructions  given below.  The undersigned  acknowledges
that upon exercise of this Purchase Option,  the Company will issue certificates
evidencing the shares.

                                       or

      The undersigned  Registered Holder hereby  irrevocably  elects to exercise
the attached Purchase Option and to purchase ___ shares of GigaBeam  Corporation
by surrender of the unexercised portion of the attached Purchase Option.  Please
issue the securities  comprising the shares as to which this Purchase  Option is
exercised in accordance with the instructions given below.

PLEASE ISSUE CERTIFICATES AS FOLLOWS:

____________________________________________
                                                PLEASE INSERT SOCIAL SECURITY
____________________________________________    OR OTHER IDENTIFYING NUMBER


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                     (please print or type name and address)

and be delivered to

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                     (please print or type name and address)

and if such number of Shares  exercised shall not be all the Shares evidenced by
the attached Purchase Option, that a new Purchase Option for the balance of such
Purchase  Option be registered in the name of, and delivered to, the  registered
Holder at the address stated below.

Dated:______________________           ______________________________________

                                       (Signature of Registered Holder)

                                       ______________________________________

                                       ______________________________________
                                       (Address)

                                       ______________________________________
                                       (Taxpayer Identification Number)

                                       ______________________________________
                                       Signature Guaranteed


                                       8
<PAGE>

                                 ASSIGNMENT FORM

To be executed by the Registered Holder
In order to Assign Purchase Option

FOR VALUE RECEIVED,____________________________________ hereby sell, assigns and
transfer unto

____________________________________________
                                                PLEASE INSERT SOCIAL SECURITY
____________________________________________    OR OTHER IDENTIFYING NUMBER

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                     (please print or type name and address)

______________________  of the  Purchase  Options  represented  by the  attached
instrument,     and    hereby     irrevocably     constitutes    and    appoints
________________________  Attorney to  transfer  these  Purchase  Options on the
books of the Company, with full power of substitution in the premises.

Dated:________________
                                           X______________________________
                                           (Signature of Registered Holder)

                                           _______________________________
                                               (Signature Guaranteed)

THE SIGNATURE ON THE ASSIGNMENT OR THE PURCHASE FORM MUST CORRESPOND TO THE NAME
AS  WRITTEN  UPON  THE  FACE  OF  THIS  PURCHASE  OPTION  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
MIDWEST STOCK EXCHANGE.

                      CERTIFICATION OF STATUS OF TRANSFEREE

            TO BE EXECUTED BY THE TRANSFEREE OF THIS PURCHASE OPTION

      The undersigned  transferee  hereby certifies to the registered Holder and
to GigaBeam  Corporation that the transferee is an "accredited  investor" within
the meaning of Rule 501 of Regulation D promulgated  under the Securities Act of
1933, as amended.

Dated:________________
                                              X_________________________________
                                                  (Signature of Transferee)


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