EXHIBIT 10.2

      THIS PROMISSORY NOTE AND THE SECURITIES  OBTAINABLE UPON CONVERSION HEREOF
      (COLLECTIVELY,  THE  "SECURITIES")  HAVE NOT  BEEN  REGISTERED  UNDER  THE
      SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"),  OR THE SECURITIES LAWS OF
      ANY  STATE.  THE  SECURITIES  MAY  NOT  BE  PLEDGED,   SOLD,  ASSIGNED  OR
      TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER
      THE ACT AND APPLICABLE  STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

                             SENIOR CONVERTIBLE NOTE

U.S. $[[Amount]]                                            __________ ___, 2005

      FOR VALUE RECEIVED,  GigaBeam  Corporation,  a Delaware  corporation  (the
"Company"), hereby promises to pay to the order of [[Name]] (the "Lender") the
principal amount of [[Alpha_Amount]] Dollars ($[[Amount]]) (the "Principal
Amount"), together with all accrued but unpaid interest on this Note on January
28, 2008 (the "Maturity Date"), subject to conversion as provided herein. The
outstanding Principal Amount of this Note shall bear interest at the rate of
eight percent (8%) per annum (calculated daily on the basis of a 360-day year
and actual calendar days elapsed). Interest at the rate of four percent (4%) per
annum will be paid in cash, semi-annually, beginning July 31, 2005 and
thereafter on each January 31 and July 31, and the balance of four percent (4%)
per annum shall be payable on the Maturity Date (or earlier conversion of the
Note for that pro rata portion of such interest accrued with respect to the
portion of the Principal Amount being converted) in, at the Holder's sole
option, cash or fully paid and non-assessable shares of the Company's common
stock, $0.001 par value per share ("Common Stock"). If the Lender elects to
receive shares of Common Stock as payment of interest due under this Note
("Interest Shares"), such shares shall be valued at the lesser of (i) $10.00 per
share or (ii) the volume weighted average per-share price of the Common Stock as
reported by Bloomberg, LP for the ten (10) trading days ended five (5) business
days prior to the interest payment date for which such Interest Shares are being
issued (the "Interest Conversion Price").

      Both the  Principal  Amount and accrued  interest  shall be paid in lawful
money of the United States of America,  and/or, in the case of accrued interest,
Interest Shares,  to the Lender at [[Address]],  or at such other address as the
Lender  may  designate  by notice in  writing  to the  Company,  in  immediately
available funds.

      If any payment hereunder falls due on a Saturday, Sunday or legal holiday,
it shall be payable on the next succeeding business day and such additional time
shall be included in the computation of interest.

<PAGE>

      The Company may prepay the Principal Amount of this Note, in whole but not
in part, at any time  commencing 150 days after the date on which a registration
statement  covering the  Conversion  Shares (as defined  below) and the Interest
Shares is declared  effective by the  Securities  and Exchange  Commission  (the
"Registration  Statement"),   on  14  days  prior  written  notice  ("Prepayment
Notice"),  without premium or penalty, but together with all interest accrued up
until the date of prepayment,  provided that the last  per-share  sales price of
the Common Stock is at least 150% (currently $12.00) of the Conversion Price (as
defined below) for all ten (10) consecutive trading days ending within three (3)
business days before the mailing of the  Prepayment  Notice.  The mailing of the
Prepayment  Notice shall not affect the Lender's  ability to convert the Note at
any time prior to the date set for prepayment.

      This Note is one of a series of Senior  Convertible  Notes ("Senior Notes"
or "Notes") containing  substantially  identical terms and conditions and issued
pursuant to a Securities Purchase Agreement  ("Securities  Purchase Agreement"),
dated the date hereof,  by and among the Company and the  Investors  (as defined
therein). This Note is entitled to the benefits of that certain General Security
Agreement  ("Security  Agreement"),  dated as of the date  hereof,  between  the
Company and Edward S. Gutman,  the collateral  agent for the ratable  benefit of
the Lender and the other Investors,  covering certain collateral ("Collateral").
The  issuance  of this Note and the  granting  of the  security  interest in the
Collateral to the Lender pursuant to the Security  Agreement are intended by the
Company  and  Lender to be a  contemporaneous  exchange  for new value  given by
Lender to the Company in an amount  equivalent to the value given by the Company
to  Lender.  Terms used but not  defined  herein  shall  have  their  respective
meanings  assigned  in  the  Securities   Purchase   Agreement  and/or  Security
Agreement.  The  Security  Agreement,  the  Uniform  Commercial  Code  Financing
Statements to be filed in connection with the Security Agreement and any and all
other  documents  executed  and  delivered  by the Company to Lender under which
Lender is granted  liens on assets of the Company are  collectively  referred to
herein as the "Security Documents."

      The Conversion  Shares, as well as the Interest Shares,  are also referred
to in, and  entitled to the  benefits  of,  those  certain  registration  rights
granted by the Company pursuant to the Securities Purchase Agreement.

      1. Ranking. The indebtedness evidenced by the Senior Notes and the payment
of the principal  amount  (including the Principal  Amount) thereof and interest
thereon shall be Senior (as hereinafter  defined) to, and have priority in right
of  payment  over,  all  indebtedness  of  the  Company,  other  than  Permitted
Indebtedness  (defined  below).  "Senior"  shall be deemed to mean that,  in the
event of any default in the payment of the obligations represented by the Senior
Notes or of any liquidation, insolvency, bankruptcy,  reorganization, or similar
proceedings relating to the Company, all sums payable on the Senior Notes, shall
first be paid in full,  with interest,  if any,  before any payment is made upon
any other  indebtedness,  now outstanding or hereinafter  incurred,  and, in any
such event,  any payment or distribution of any character which shall be made in
respect  of any  other  indebtedness  of the  Company  shall be paid over to the
holders of the Senior Notes for application to the payment  thereof,  unless and
until the  obligations  under the Senior Notes  (which shall mean the  principal
amount  thereof and other  obligations  arising  out of,  premium,  if any,  on,
interest on, and any costs and expenses  payable under,  the Senior Notes) shall
have been paid and satisfied in full.


                                      -2-
<PAGE>

      "Permitted  Indebtedness" means (i) the indebtedness  underlying equipment
and  capital  leases  existing as of the date hereof and set forth on Schedule A
hereto and (ii)  additional  indebtedness  incurred  in  connection  with future
equipment  and/or  capital lease and/or  accounts  receivable  financings not to
exceed 65% of the aggregate  value,  as reported on the Company's  balance sheet
from time to time,  of the Company's (i)  property,  plant and  equipment,  (ii)
capital leases, (iii) accounts receivable and (iv) inventory.

      2. Conversion.

            (a) Conversion.

                  (i) The Principal Amount of this Note shall be convertible, in
            whole or in part,  at any time after April 1, 2005,  at the election
            of the Lender,  into fully paid and non-assessable  shares of Common
            Stock (the "Conversion Shares").  The number of Conversion Shares to
            be issued upon such conversion (a "Share Conversion") shall be equal
            to the  quotient  obtained  by  dividing  (i)  that  portion  of the
            Principal  Amount  to  be  converted  by  (ii)  $8.00,   subject  to
            adjustment  as set forth in Section 5 hereof  ("Conversion  Price").
            Any fraction of a share resulting from these  calculations  shall be
            rounded  upward to the whole share.  The Company  covenants to cause
            the Conversion Shares, when issued pursuant to this Section 2(a), to
            be fully paid and nonassessable,  and free from all taxes, liens and
            charges with respect to the issuance thereof,  other than any taxes,
            liens or charges not caused by the Company.

                  (ii) The Lender shall have the option, but not the obligation,
            to convert all or part of the Principal Amount,  plus all or part of
            the accrued and unpaid  interest  on that  portion of the  Principal
            Amount being converted,  into securities being issued by the Company
            in its next financing  following the final closing of the Securities
            Purchase (defined in the Securities Purchase  Agreement),  provided,
            that the Company's  next  financing is completed  prior to September
            30, 2005 (such financing, the "Next Financing"), on the same pricing
            and  other  terms and  conditions,  and in the same  manner,  as the
            securities  sold to the other  investors  in the Next  Financing  (a
            "Financing Conversion").

            (b)  Mechanics  and Effect of  Conversion.  To exercise a conversion
under  Section  2(a),  the Lender  shall  surrender  this Note,  duly  endorsed,
together with a written conversion notice to the Company at its principal office
setting forth (1) the type of conversion (i.e., a Share Conversion under Section
2(a)(i) or a Financing  Conversion under Section  2(a)(ii)),  that the Lender is
electing to exercise  and (2) that portion of the  Principal  Amount and, in the
case of a Financing Conversion,  that portion of the accrued and unpaid interest
related thereto,  that the Lender is electing to convert. The written conversion
notice shall also set forth the Lender's  election as to whether any accrued and
unpaid  interest  then due  (and not  being  converted  as part of a  conversion
election under Section  2(a)(ii))  shall be paid in cash and/or  Interest Shares
and, in the absence of such election, the Company shall pay all such interest in
cash. At its expense,  the Company will, as soon as practicable  thereafter,  in
the case of a conversion under Section 2(a)(i), issue and deliver to the Lender,
at its address,  a  certificate  or  certificates  for the number of  Conversion
Shares to which the Lender is  entitled  upon such Share  Conversion  or, in the
case of a  conversion  under  Section  2(a)(ii),  deliver to the Lender,  at its
address, the documents necessary to complete the requested Financing Conversion.
This Note shall be deemed to have been  converted,  in the case of a  conversion
under Section 2(a)(i), immediately prior to the close of business on the date of
receipt of the conversion notice by the Company and, in the case of a conversion
under  Section  2(a)(ii),  on  the  date  of the  initial  closing  of the  Next
Financing,  and, in each case,  the Lender  shall be treated for all purposes as
the record holder of the securities  deliverable  upon such conversion as of the
close of business  on such deemed  conversion  date.  The Company  shall pay the
Lender all accrued but unpaid  interest due with respect to the Note (or portion
of the Note) so converted through the deemed date of conversion, such payment to
accompany delivery of the securities referred to above.


                                      -3-
<PAGE>

            (c) No  Impairment.  The  Company  will  not,  by  amendment  of its
Certificate of  Incorporation or through any  reorganization,  recapitalization,
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 to be observed or performed  hereunder by the
Company,  but will at all times in good faith  assist in the carrying out of all
the  provisions of this Section 2 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion rights of the Lender
of this Note against impairment.

      3.  Reservation of Shares.  The Company shall at all times have authorized
and reserved for issuance a sufficient  number of shares of its capital stock to
provide for the full conversion of this Note into Conversion Shares (and payment
of interest in Interest Shares as provided herein).

      4. Change of  Control.  In the event of (i) any  transaction  or series of
related  transactions  (including any  reorganization,  merger or consolidation)
that results in the transfer of 50% or more of the  outstanding  voting power of
the Company,  and (ii) a sale of all or  substantially  all of the assets of the
Company to another person, this Note shall be automatically due and payable. The
Company will give the Lender not less than ten (10)  business days prior written
notice of the occurrence of any events referred to in this Section 4. Failure to
give such notice shall not effect the validity of any such transaction.

      5.  Certain  Adjustments.  The  number  and class or series of  Conversion
Shares into which this Note may be  converted  under  Section  2(a)(i)  shall be
subject to adjustment in accordance with the following provisions:

            (a) Adjustment for  Reorganization  or  Recapitalization.  If, while
this Note  remains  outstanding  and has not been  converted,  there  shall be a
reorganization or recapitalization (other than a combination,  reclassification,
exchange or subdivision of shares otherwise provided for herein),  all necessary
or  appropriate  lawful  provisions  shall  be  made so that  the  Lender  shall
thereafter be entitled to receive upon  conversion  of this Note,  the number of
shares of stock or other  securities  or property  that a holder of the class of
securities  deliverable upon conversion of this Note would have been entitled to
receive  in such  reorganization  or  recapitalization  if this  Note  had  been
converted  immediately  prior to such  reorganization or  recapitalization,  all
subject to further  adjustment  as provided in this  Section 5. If the per share
consideration  payable to the Lender for such class of  securities in connection
with any such transaction is in a form other than cash or marketable securities,
then the value of such  consideration  shall be  determined in good faith by the
Company's Board of Directors.  The foregoing  provisions of this paragraph shall
similarly apply to successive  reorganizations or  recapitalizations  and to the
stock or securities  of any other  corporation  that are at the time  receivable
upon the conversion of this Note. In all events, appropriate adjustment shall be
made in the application of the provisions of this Note (including  adjustment of
the  conversion  price  and  number  of  shares  into  which  this  Note is then
convertible  pursuant to the terms and  conditions of this Note) with respect to
the rights and  interests of the Lender after the  transaction,  to the end that
the  provisions  of this Note shall be applicable  after that event,  as near as
reasonably  may be, in relation to any shares or other  property  deliverable or
issuable after such reorganization or  recapitalization  upon conversion of this
Note.


                                      -4-
<PAGE>

            (b) Adjustments for Split,  Subdivision or Combination of Shares. If
the  Company  at any time  while  this Note,  or any  portion  thereof,  remains
outstanding  and  unconverted,  shall split or subdivide any class of securities
into which this Note (or the remaining  portion thereof) may be converted into a
different  number of securities of the same class,  the number of shares of such
class issuable upon conversion of this Note (or the remaining  portion  thereof)
immediately  prior  to  such  split  or  subdivision  shall  be  proportionately
increased  and the  conversion  price  for  such  class of  securities  shall be
proportionately  decreased.  If the Company at any time while this Note,  or any
portion hereof,  remains  outstanding and unconverted shall combine any class of
securities  into  which  this Note (or the  remaining  portion  thereof)  may be
converted,  into a different  number of securities of the same class, the number
of shares of such class issuable upon  conversion of this Note (or the remaining
portion thereof)  immediately prior to such combination shall be proportionately
decreased  and the  conversion  price  for  such  class of  securities  shall be
proportionately increased.

            (c)  Adjustments  for  Dividends  in Stock or  Other  Securities  or
Property.  If, while this Note, or any portion thereof,  remains outstanding and
unconverted,  the  holders  of any class of  securities  as to which  conversion
rights  under this Note (or the  remaining  portion  thereof)  exist at the time
shall have received, or, on or after the record date fixed for the determination
of eligible stockholders, shall have become entitled to receive, without payment
therefor,  other or additional stock or other securities or property (other than
cash) of the Company by way of  dividend,  then and in each case,  this Note (or
the remaining portion thereof) shall represent the right to acquire, in addition
to the number of shares of such class of security  receivable upon conversion of
this  Note (or the  remaining  portion  thereof),  and  without  payment  of any
additional  consideration therefor, the amount of such other or additional stock
or other  securities  or property  (other  than cash) of the  Company  that such
holder  would  hold on the date of such  conversion  had it been the  holder  of
record of the class of security  receivable upon conversion of this Note (or the
remaining  portion  thereof) on the date hereof and had  thereafter,  during the
period  from the  date  hereof  to and  including  the date of such  conversion,
retained  such  shares  and/or all other  additional  stock  available  by it as
aforesaid during said period, giving effect to all adjustments called for during
such period by the provisions of this Section 5.

            (d)  No  Adjustment  of  Conversion   Price  in  Certain  Cases.  No
adjustment  of the  Conversion  Price  shall  be  made  if the  amount  of  said
adjustment  shall be less than five cents  ($0.05) per  security  issuable  upon
conversion of this Note,  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 ($0.05) per security issuable upon conversion of this Note.


                                      -5-
<PAGE>

      6.  Further  Adjustments.  In case at any time or, from time to time,  the
Company  shall take any action that affects the class of  securities  into which
this Note may be converted under Section 2(a)(i), other than an action described
herein,  then,  unless such action will not have a material  adverse effect upon
the rights of the Lender,  the number of shares of such class of securities  (or
other  securities) into which this Note is convertible shall be adjusted in such
a manner and at such time as shall be equitable in the circumstances.

      7.  Certificate as to Adjustments.  Upon the occurrence of each adjustment
or  readjustment  pursuant  to Section 5 or  Section 6, the  Company at its sole
expense shall promptly  compute such  adjustment or  readjustment  in accordance
with the terms hereof and furnish to the Lender a certificate setting forth such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written request
at any time of the  Lender,  furnish or cause to be  furnished  to Lender a like
certificate  setting forth (i) such adjustments and readjustments,  and (ii) the
number and class of securities  and the amount,  if any, of other property which
at the time would be received  upon the  conversion  of this Note under  Section
2(a)(i).

      8. Covenants of Company.

            (a) The  Company  covenants  and agrees that so long as this Note is
outstanding,  it will comply with the  affirmative  and negative  covenants  set
forth in Sections 4 and 5 of the Security Agreement.

            (b) Without the prior written approval of the holders of 50% or more
of the principal amount of the Senior Notes then outstanding,  the Company shall
not incur any  indebtedness  for borrowed money that is Senior or pari passu, in
any respect,  to the Senior Notes,  other than Permitted  Indebtedness and trade
debt incurred in the ordinary course of business.

      9.  Events of  Default.  Upon the  occurrence  of an Event of Default  (as
defined in the Security Agreement), Lender may by notice to the Company take any
or all of the following  actions,  without prejudice to the rights of the holder
of any other Note to enforce  its claims  against the  Company:  (i) declare the
Principal  Amount and any accrued  interest and all other amounts  payable under
this Note 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 Company,  (ii) proceed to enforce or cause to
be enforced  any remedy  provided  under any of the  Security  Documents,  (iii)
exercise any other remedies  available at law or in equity,  including  specific
performance of any covenant or other agreement contained in this Note; provided,
that  upon the  occurrence  of any  Event of  Default  referred  to in  Sections
6(a)(ii)(2),  (5),  (6)  or (7) of the  Security  Agreement  (Bankruptcy),  then
(without  prejudice to the rights and remedies  specified in clause (iii) above)
automatically,  without notice, demand or any other act by Lender, the principal
of and any accrued  interest and all other amounts payable under this Note shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind,  all of which are hereby  expressly  waived by the  Company,
anything  contained  in this  Note to the  contrary  notwithstanding.  No remedy
conferred  in this Note upon  Lender is intended  to be  exclusive  of any other
remedy  and each and  every  such  remedy  shall be  cumulative  and shall be in
addition to every other remedy conferred  herein or now or hereinafter  existing
at law or in equity or by statute or otherwise.


                                      -6-
<PAGE>

      10.  Amendments and Waivers.  Any term of this Note may be amended and the
observance  of any term of this Note may be  waived  (either  generally  or in a
particular instance and either  retroactively or prospectively) with the written
consent of the Company and holders of Notes  evidencing,  in the  aggregate,  an
amount  equal to not less than 50.1% of the  aggregate  principal  amount of all
Notes then outstanding.

      11. Notices.  All notices,  requests,  consents,  and other communications
under this Note shall be in writing,  by  registered or certified  mail,  return
receipt  requested,  postage  prepaid or via a  reputable  nationwide  overnight
courier  service  guaranteeing  next business day delivery,  in each case to the
intended recipient as set forth below:

                  If to the Company:

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

                  With a copy to:

                  Blank Rome LLP
                  405 Lexington Avenue - 23rd Floor
                  New York, New York 10174
                  Telecopier No.: (212) 885-5001
                  Attention: Elise M. Adams, Esq.
                  (e-mail: eadams@blankrome.com)

                  If to the Lenders:

                  To the address set forth on the front page of this Note

                  With a copy to:

                  Graubard Miller
                  405 Lexington Avenue - 19th Floor
                  New York, New York 10174
                  Telecopier No.: (212) 818-8881
                  Attention: David Alan Miller, Esq.
                  e-mail: dmiller@graubard.com)

                  In either case, with a copy to:

                  HCFP/Brenner Securities, LLC
                  888 Seventh Avenue - 17th Floor
                  New York, New York 10106
                  Telecopier No.: (212) 707-0378
                  Attention: Ira Greenspan
                  (e-mail: igreenspan@hcfpbrenner.com)


                                      -7-
<PAGE>

      Any party may give any  notice,  request,  consent or other  communication
under this Note using any other means (including,  without limitation,  personal
delivery, messenger service, telecopy, first class mail or electronic mail), but
no such notice, request,  consent or other communication shall be deemed to have
been duly given  unless and until it is actually  received by the party for whom
it is  intended.  Any party may change the address to which  notices,  requests,
consents or other  communications  hereunder  are to be  delivered by giving the
other parties notice in the manner set forth in this Section.

      12. Conflicting  Agreements.  In the event of any inconsistencies  between
the terms of this Note and the terms of any other  document  related to the loan
evidenced by this Note, the terms of this Note shall prevail.

      13.  Severability.  The unenforceability or invalidity of any provision or
provisions of this Note as to any persons or circumstances shall not render that
provision  or  those  provisions  unenforceable  or  invalid  as  to  any  other
provisions or circumstances,  and all provisions  hereof, in all other respects,
shall remain valid and enforceable.

      14.  Governing Law. This Note 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, except to the extent
that the Delaware General Corporation Law is mandatorily applicable. The Company
(1) agrees that any legal suit, action or proceeding  arising out of or relating
to this Note 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 NOTE OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

      15.  Waivers.  The  nonexercise  by  either  party  of any  of its  rights
hereunder in any  particular  instance  shall not constitute a waiver thereof in
that or any subsequent instance.

      16.  Attorneys' fees. If any action at law or equity,  including an action
for declaratory relief, is brought to enforce or interpret any provision of this
Note, the prevailing  party shall be entitled to recover  reasonable  attorneys'
fees and  expenses  from the other party,  which fees and  expenses  shall be in
addition to any other relief which may be awarded.

      17.  Waiver of Demand for  Payment,  etc.  The Company  waives  demand for
payment,  presentment  for  payment,  protest,  notice  of  protest,  notice  of
dishonor, notice of nonpayment, notice of acceleration of maturity and diligence
in taking any action to collect sums owing under this Note.


                                      -8-
<PAGE>

      18. Lost Documents.  Upon receipt by the Company of evidence  satisfactory
to it of the loss,  theft,  destruction  or  mutilation of this Note or any Note
exchanged for it, and (in the case of loss,  theft or  destruction) of indemnity
satisfactory  to it, and upon  reimbursement  to the  Company of all  reasonable
expenses incidental  thereto,  and upon surrender and cancellation of such Note,
if mutilated,  the Company will make and deliver in lieu of such Note a new Note
of like tenor and unpaid  principal  amount and dated as of the original date of
this Note.

                            [Signature Page Follows]

<PAGE>

      IN WITNESS WHEREOF,  the Company has caused its duly authorized officer to
execute this Note as of the date first written above.

                                   GIGABEAM CORPORATION

                                   By __________________________________
                                      Louis S. Slaughter
                                      Chief Executive Officer