Exhibit
        4.2
  **FORM
        OF PRIVATE WARRANT CERTIFICATE**
 
 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.
 
 THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS
        OF A
        SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT BETWEEN THE HOLDER HEREOF AND
        THE
        COMPANY, A COPY OF WHICH IS ON FILE IN THE PRINCIPAL OFFICES OF THE
        COMPANY.
 
 
 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 the date hereof
        (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, together with shares of the Common Stock of the
        Company (“Corresponding Common Stock”) pursuant to that certain Subscription
        Agreement of even date herewith by and between the Company and the Registered
        Holder (the “Subscription Agreement”) and are entitled to the benefits set forth
        therein, including certain registration rights with respect to the Warrants
        and
        the Warrant Shares. Prior to the date hereof, the Company has issued, and
        following the date hereof, the Company intends to issue, additional shares
        of
        Common Stock pursuant to subscription agreements identical in form to the
        Subscription Agreement (the “Additional Common Stock”) and warrants identical to
        the Warrants (the “Additional Warrants”).
 
 
 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.
   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.
  2
  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.
  3
  4.2  Warrant
        Agent .
        Effective as of the OTC Listing Date, the Company will appoint Continental
        Stock
        Transfer & Trust Company or similar entity, as agent (“Warrant Agent”) for
        the purpose of maintaining the Warrant Register referred to in Section 4.1
        hereof, issuing the Common Stock issuable upon the exercise of the Warrants,
        exchanging the Warrants, replacing the Warrants or any or all of the foregoing.
        Thereafter, any such registration, issuance, exchange, or replacement, as
        the
        case may be, may be made at the office of such agent.
   4.3  Transfer .
        Subject
        to the provisions of this Section 4, the Warrants and all rights hereunder
        are
        transferable, in whole or in part, upon the surrender of this Warrant
        Certificate with a properly executed Assignment Form in substantially the
        form
        attached hereto as Annex
        B (the
“Assignment”) at the principal office of the Company.
   4.4  Exchange
        of Warrants upon a Transfer .
   4.4.1  On
        surrender of this Warrant Certificate for exchange, properly endorsed on
        the
        Assignment and subject to the provisions of this Warrant Certificate and
        limitations on assignments and transfers as contained in this Section 4,
        the
        Company at its expense shall issue to or on the order of the Registered Holder
        a
        new certificate or certificates of like tenor, in the name of the Registered
        Holder or as the Registered Holder (on payment by the Registered Holder of
        any
        applicable transfer taxes) may direct, for the number of shares issuable
        upon
        exercise hereof.
   4.4.2  Any
        Warrants submitted to the Warrant Agent after the OTC Listing Date for transfer
        shall be replaced and issued to the directed recipient with a new form of
        warrant certificate and subject to the terms of the certain warrant agreement
        between the Company and the Warrant Agent dated as of January 28, 2005, as
        amended through the date hereof and 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.
  4
  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.
  "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 Additional Common Stock and Additional
        Warrants;
   (b)  the
        issuance or sale of shares of the Company’s 10% Series A Redeemable Preferred
        Stock (“Series A Stock”);
   (c)  the
        issuance or sale of shares of Common Stock (i) issuable upon the exercise
        of
        Warrants and Additional Warrants or (ii) issuable in exchange for shares
        of
        Series A Stock;
   (d)  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 or conversion or
        exchange of convertible or exchangeable securities previously issued and
        outstanding on the date hereof;
   (e)  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; and
   (f)  the
        issuance of any shares of Common Stock, or any options, warrants or convertible
        or exchangeable securities (or any shares of Common Stock upon exercise,
        conversion or exchange thereof) to HCFP/Brenner Securities LLC or any other
        broker-dealer in connection with the sale of Corresponding Common Stock,
        Warrants, Additional Common Stock, Additional Warrants and/or shares of Series
        A
        Stock.
  5
 For
        the
        purposes of any computation to be made in accordance with this Section 1.1,
        the
        following provisions shall be applicable:
   (g)  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 per-forming similar services, or any expenses incurred in connection
        therewith.
   (h)  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.
   (i)  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.
   (j)  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.
   (k)  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 5.7 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:
  6
 (a)  The
        aggregate maximum number of shares of Common Stock, as the case may be, issuable
        under all the outstanding options, rights or warrants shall be deemed to
        be
        issued and outstanding at the time all the outstanding options, rights or
        warrants were issued, and for a consideration equal to the purchase price
        per
        share provided for in the options, rights or warrants at the time of issuance,
        plus the consideration (determined in the same manner as consideration received
        on the issue or sale of shares in accordance with the terms of the Warrants),
        if
        any, received by the Company for the options, rights or warrants, and if
        no
        minimum price is provided in the options, rights or warrants, then the
        consideration shall be equal to zero; provided, however, that upon the
        expiration or other termination of the options, rights or warrants, if any
        thereof shall not have been exercised, the number of shares of Common Stock
        deemed to be issued and outstanding pursuant to this subsection (a) (and
        for the
        purposes of subsection (e) of Section 5.1 hereof) shall be reduced by such
        number of shares as to which options, warrants and/or rights shall have expired
        or terminated unexercised, and such number of shares shall no longer be deemed
        to be issued and outstanding, and the Exercise Price then in effect shall
        forthwith be readjusted and thereafter be the price which it would have been
        had
        adjustment been made on the basis of the issuance only of shares actually
        issued
        or issuable upon the exercise of those options, rights or warrants as to
        which
        the exercise rights shall not have expired or terminated
        unexercised.
   (b)  The
        aggregate maximum number of shares of Common Stock issuable upon conversion
        or
        exchange of any convertible or exchangeable securities shall be deemed to
        be
        issued and outstanding at the time of issuance of such securities, and for
        a
        consideration equal to the consideration (determined in the same manner as
        consideration received on the issue or sale of shares of Common Stock in
        accordance with the terms of the Warrants) received by the Company for such
        securities, plus the minimum consideration, if any, receivable by the Company
        upon the conversion or exchange thereof; provided, however, that upon the
        termination of the right to convert or exchange such convertible or exchangeable
        securities (whether by reason of redemption or otherwise), the number of
        shares
        deemed to be issued and out-standing 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.
  7
 5.3  Subdivision
        and Combination .
        In case
        the Company shall at any time split, subdivide, reverse split or combine
        the
        outstanding Common Shares, the Exercise Price shall forthwith be proportionately
        decreased in the case of a split or subdivision or increased in the case
        of a
        reverse split or combination.
   5.4  Reclassification,
        Consolidation, Merger, etc .
        In case
        of any reclassification or change of the outstanding Common Shares (other
        than a
        change in par value, or from par value to no par value, or from no par value
        to
        par value, or as a result of a subdivision or combination), or in the case
        of
        any consolidation of the Company with, or merger of the Company into, another
        corporation (other than a consolidation or merger in which the Company is
        the
        surviving corporation and which does not result in any reclassification or
        change of the outstanding Common Shares, except a change as a result of a
        subdivision or combination of such shares or a change in nominal value, as
        aforesaid), or in the case of a sale or conveyance to another corporation
        of the
        property of the Company as an entirety, the Holder shall thereafter have
        the
        right to purchase the kind and number of shares of stock and other securities
        and property receivable upon such reclassification, change, consolidation,
        merger, sale or conveyance as if the Holder were the owner of the Warrant
        Shares
        issuable upon exercise of the Warrants immediately prior to any such events
        at a
        price equal to the product of (x) the number of Warrant Shares issuable upon
        exercise of the Warrants and (y) the Exercise Price in effect immediately
        prior
        to the record date for such reclassification, change, consolidation, merger,
        sale or conveyance as if such Holder had exercised the Warrants.
   5.5  Dividends
        and Distributions .
        In case
        the Company shall at any time after the date hereof pay a dividend in Common
        Shares or make a distribution in Common Shares, then upon such dividend or
        distribution, the Exercise Price in effect immediately prior to such dividend
        or
        distribution shall be reduced to a price determined by dividing an amount
        equal
        to the total number of Common Shares outstanding immediately prior to such
        dividend or distribution multiplied by the Exercise Price in effect immediately
        prior to such dividend or distribution, by the total number of Common Shares
        outstanding immediately after such issuance or sale. For purposes of any
        computation to be made in accordance with the provisions of this Section
        5.5,
        the Common Shares issuable by way of dividend or distribution shall be deemed
        to
        have been issued immediately after the opening of business on the date following
        the date fixed for determination of shareholders entitled to receive such
        dividend or distribution.
   5.6  Adjustment
        in Number of Warrant Shares .
        Upon
        each adjustment of the Exercise Price pursuant to the provisions of this
        Article
        1, the number of Warrant Shares issuable upon the exercise of each Warrant
        shall
        be adjusted to the nearest full Common Share by multiplying a number equal
        to
        the Exercise Price in effect immediately prior to such adjustment by the
        number
        of Warrant Shares issuable upon exercise of the Warrants immediately prior
        to
        such adjustment and dividing the product so obtained by the adjusted Exercise
        Price.
   5.7  Subscription
        Rights for Shares of Common Stock or Other Securities .
        In the
        case that the Company or an affiliate of the Company shall at any time after
        the
        date hereof and prior to the exercise of all the Warrants issue any rights
        to
        subscribe for shares of Common Stock or any other securities of the Company
        or
        of such affiliate to all the shareholders of the Company (other than as set
        forth 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.
  8
 5.8  Determination
        of Outstanding Shares .
        The
        number of Common Shares at any one time outstanding shall include the aggregate
        number of shares issued or issuable upon the exercise of outstanding options,
        rights, warrants and upon the conversion or exchange of outstanding convertible
        or exchangeable securities.
   6.  Payment
        of Taxes .
        The
        Company will pay all taxes (other than taxes based upon income or other taxes
        required by law to be paid by the holder) and other governmental charges
        that
        may be imposed with respect to the issue or delivery of shares of Common
        Stock
        upon exercise of the Warrants, excluding any tax or other charge imposed
        in
        connection with any transfer involved in the issue and delivery of shares
        of
        Common Stock in a name other than that in which the Warrants so exercised
        were
        registered.
   7.  No
        Impairment .
        The
        Company will not, by amendment of its Amended and Restated Certificate of
        Incorporation or through any reorganization, recapitalization, sale or transfer
        of assets, consolidation, merger, dissolution, issue or sale of securities
        or
        any other voluntary action, avoid or seek to avoid the observance or performance
        of any of the terms of this Warrant Certificate but will at all times in
        good
        faith carry out all such terms and take all such actions as may be reasonably
        necessary or appropriate in order to protect the rights herein of the holder
        of
        the Warrants against dilution or other impairment.
   8.  Liquidating
        Dividends and Other Distributions .
        If the
        Company pays a dividend or makes a distribution on the Common Stock payable
        otherwise than in cash out of earnings or earned surplus (determined in
        accordance with generally accepted accounting principles) except for a stock
        dividend payable in shares of Common Stock (a “Liquidating Dividend”) or
        otherwise distributes to its stockholders any assets, properties, rights,
        evidence of indebtedness, securities whether issued by the Company or by
        another, or any other thing of value, then the Company will pay or distribute
        to
        the Registered Holder of the Warrants, upon the exercise of the Warrants,
        in
        addition to the Warrant Shares purchased upon such exercise, either or both
        of,
        as the case may be (i) the Liquidating Dividend that would have been paid
        to
        such Registered Holder if he had been the owner of record of such Warrant
        Shares
        immediately prior to the date on which a record is taken for such Liquidating
        Dividend or, if no record is taken, the date as of which the record holders
        of
        Common Stock entitled to such dividends or distribution are to be determined
        and
        (ii) the same property, assets, rights, evidences of indebtedness, securities
        or
        any other thing of value that the Registered Holder would have been entitled
        to
        receive at the time of such distribution as if such Warrants had been exercised
        immediately prior to such distribution.
   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, t he
        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.
   9
 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 consoli-dation or merger of the Company with or
        into
        another corporation (other than a consolidation or merger in which the Company
        is the surviving entity), or any transfer of all or substantially all of
        the
        assets of the Company; or of the voluntary or involuntary dissolution,
        liquidation or winding-up of the Company, then, and in each such case, the
        Company will mail or cause to be mailed to the Registered Holder of the Warrants
        a notice specifying, as the case may be, (i) the date on which a record is
        to be
        taken for the purpose of such dividend, distribution or right, and stating
        the
        amount and character of such dividend, distribution or right, or (ii) the
        effective date on which such reorganization, reclassification, consolidation,
        merger, transfer, dissolution, liquidation or winding-up is to take place,
        and
        the time, if any is to be fixed, as of which the holders of record of Common
        Stock (or such other stock or securities at the time deliverable upon the
        exercise of the Warrants) shall be entitled to exchange their shares of Common
        Stock (or such other stock or securities) for securities or other property
        deliverable upon such reorganization, reclassification, consolidation, merger,
        transfer, dissolution, liquidation or winding-up. The Company will cause
        such
        notice to be mailed at least twenty (20) business days prior to the record
        date
        or effective date for the event specified in such notice unless such prior
        notice is waived by the Registered Holder.
   11.  No
        Rights of Stockholders .
        Subject
        to other Sections of this Warrant Certificate, the Registered Holder shall
        not
        be entitled to vote, to receive dividends or subscription rights, nor shall
        anything contained herein be construed to confer upon the Registered Holder,
        as
        such, any of the rights of a stockholder of the Company, including without
        limitation any right to vote for the election of directors or upon any matter
        submitted to stockholders, to give or withhold consent to any corporate action
        (whether upon any recapitalization, issuance of stock, reclassification of
        stock, change of par value or change of stock to no par value, consolidation,
        merger, conveyance, or otherwise), to receive notices, or otherwise, until
        the
        Warrants shall have been exercised as provided herein.
   12.  Replacement
        of Warrant Certificate .
        Upon
        receipt of evidence reasonably satisfactory to the Company of the loss, theft,
        destruction or mutilation of this Warrant Certificate and (in the case of
        loss,
        theft or destruction) upon delivery of an indemnity agreement reasonably
        satisfactory to the Company, or (in the case of mutilation) upon surrender
        and
        cancellation of this Warrant Certificate, the Company will issue, in lieu
        thereof, a new warrant certificate of like tenor.
   10
 13.  Mailing
        of Notices, Etc.
   (a)  All
        notices, requests, consents, and other communications in connection with
        these
        Warrants shall be in writing and shall be deemed delivered (i) three (3)
        business days after being sent by registered or certified mail, return receipt
        requested, postage prepaid, (ii) one (1) business day after being sent via
        a
        reputable overnight courier service guaranteeing next business day delivery
        in
        the Holder’s country or region, or (iii) on actual receipt if delivered by
        telecopier, in each case delivery shall be made to the intended recipient
        as set
        forth below:
  If
        to the
        Company:
  GigaBeam
        Corporation
 470
        Springpark Place, Suite 900
 Herndon,
        Virginia 20170
 Attention:
        Louis S. Slaughter
 Telecopier
        No.: (571) 283-6203
 Attention:
        Louis S. Slaughter, CEO
 (e-mail: lou.slaughter@gigabeam.com )
  With
        a
        copy to:
  Blank
        Rome LLP
 405
        Lexington Avenue
 New
        York,
        New York 10174
 Telecopier
        No.: (212) 885-5544
 Attention:
        Elise M. Adams, Esq.
 (e-mail: eadams@blankrome.com )
  If
        to the
        Registered Holder:
  To
        the
        address set forth in the Warrant Register as described in Section 4
        hereof.
   (b)  All
        notices and other communi-cations 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.
   11
 14.  Change
        or Waiver .
        Any
        term of this Warrant Certificate may be changed or waived only by an instrument
        in writing signed by the party against which enforcement of the change or
        waiver
        is sought.
   15.  Headings .
        The
        headings in this Warrant Certificate are for purposes of reference only and
        shall not limit or otherwise affect the meaning of any provision of this
        Warrant
        Certificate.
   16.  Severability .
        If any
        provision of this Warrant Certificate shall be held to be invalid and
        unenforceable, such invalidity or unenforceability shall not affect any other
        provision of this Warrant Certificate.
   17.  Governing
        Law and Submission to Jurisdiction .
        This
        Warrant Certificate will be governed by and construed in accordance with
        the
        laws of the State of New York without regard to principles of conflict or
        choice
        of laws of any jurisdiction, except to the extent that the Delaware and General
        Corporation Law is mandatorily applicable. The parties hereby agree that
        any
        action, proceeding or claim against it arising out of, or relating in any
        way to
        this Warrant Certificate shall be brought and enforced in the courts of the
        State of New York, and irrevocably submit to such jurisdiction, which
        jurisdiction shall be exclusive.
   18.  Certificate .
        Upon
        request by the Registered Holder of the Warrants, the Company shall promptly
        deliver to such holder a certificate executed by its President or Chief
        Financial Officer setting forth the total number of outstanding shares of
        capital stock, convertible debt instruments and options, rights, warrants
        or
        other agreements relating to the purchase of such capital stock or convertible
        debt instruments, together with its calculation of the number of shares
        remaining available for issuance upon exercise of the Warrants, and a
        certificate of the accuracy of the statements set forth therein.
   19.  Supplements
        and Amendments .
        The
        Company may from time to time supplement or amend this Warrant Certificate
        in
        order to cure any ambiguity, to correct or supplement any provision contained
        herein which may be defective or inconsistent with any provision herein,
        or to
        make any other provisions in regard to matters or questions arising hereunder
        which the Company and the Registered Holder may deem necessary or
        desirable.
   20.  Successors .
        All the
        covenants and provisions of this Warrant Certificate shall be binding upon
        and
        inure to the benefit of the Company and the Registered Holder and their
        respective successors and assigns hereunder.
   21.  Benefits
        of these Warrants .
        Nothing
        in this Warrant Certificate shall be construed to give to any person, entity
        or
        corporation other than the Company and the Registered Holder of the Warrants
        any
        legal or equitable right, remedy or claim under this Warrant Certificate;
        and
        the rights under this Warrant Certificate shall be for the sole and exclusive
        benefit of the Company and the Registered Holder of the Warrants.
   12
 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
 
 13
 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:
  14
 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:
 
 
 15