Exhibit
        10.2

       

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
        MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM,
        OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
        EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
        THE
        SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
        AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
        IN
        CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
        SECURITIES.

      


      COMMON
        STOCK PURCHASE WARRANT

      


      To
        Purchase __________ Shares of Common Stock of

       

      GIGABEAM
        CORPORATION

       

      THIS
        COMMON STOCK PURCHASE WARRANT (the “Warrant”)
        certifies that, for value received, _____________ (the “Holder”),
        is
        entitled, upon the terms and subject to the limitations on exercise and the
        conditions hereinafter set forth, at any time on or after the date hereof
        (the
“Initial
        Exercise Date”)
        and on
        or prior to the close of business on the fifth anniversary of the Initial
        Exercise Date (the “Termination
        Date”)
        but
        not thereafter, to subscribe for and purchase from GigaBeam Corporation,
        a
        Delaware corporation (the “Company”),
        up to
        ______ shares (the “Warrant
        Shares”)
        of
        Common Stock, par value $.001 per share, of the Company (the “Common
        Stock”).
        The
        purchase price of one share of Common Stock under this Warrant shall be equal
        to
        the Exercise Price, as defined in Section 2(b). 

       

      Section
        1. Definitions.
        Capitalized terms used and not otherwise defined herein shall have the meanings
        set forth in that certain Securities Purchase Agreement (the “Purchase
        Agreement”),
        dated
        November 7, 2005, among the Company and the purchasers signatory
        thereto.

       

      Section
        2. Exercise.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      a)  Exercise
        of Warrant.
        Exercise of the purchase rights represented by this Warrant may be made,
        in
        whole or in part, at any time or times on or after the Initial Exercise Date
        and
        on or before the Termination Date by delivery to the Company of a duly executed
        facsimile copy of the Notice of Exercise Form annexed hereto (or such other
        office or agency of the Company as it may designate by notice in writing
        to the
        registered Holder at the address of such Holder appearing on the books of
        the
        Company and payment of the aggregate Exercise Price of the shares in the
        manner
        provided on such Notice of Exercise Form); provided,
        however,
        within
        5 Trading Days of the date said Notice of Exercise is delivered to the Company,
        if this Warrant is exercised in full, the Holder shall have surrendered this
        Warrant to the Company and the Company shall have received payment of the
        aggregate Exercise Price of the shares thereby purchased by wire transfer
        or
        cashier’s check drawn on a United States bank. Notwithstanding anything herein
        to the contrary, the Holder shall not be required to physically surrender
        this
        Warrant to the Company until the Holder has purchased all of the Warrant
        Shares
        available hereunder and the Warrant has been exercised in full. Partial
        exercises of this Warrant resulting in purchases of a portion of the total
        number of Warrant Shares available hereunder shall have the effect of lowering
        the outstanding number of Warrant Shares purchasable hereunder in an amount
        equal to the applicable number of Warrant Shares purchased. The Holder and
        the
        Company shall maintain records showing the number of Warrant Shares purchased
        and the date of such purchases. The Company shall deliver any objection to
        any
        Notice of Exercise Form within 1 Business Day of receipt of such notice.
        In the
        event of any dispute or discrepancy, the records of the Holder shall be
        controlling and determinative in the absence of manifest error. The Holder
        and
        any assignee, by acceptance of this Warrant, acknowledge and agree that,
        by
        reason of the provisions of this paragraph, following the purchase of a portion
        of the Warrant Shares hereunder, the number of Warrant Shares available for
        purchase hereunder at any given time may be less than the amount stated on
        the
        face hereof.

       

      b)  Exercise
        Price.
        The
        exercise price of the Common Stock under this Warrant shall be $7.9827, subject
        to adjustment hereunder (the “Exercise
        Price”).

       

      c)  Cashless
        Exercise.
        If at
        any time after one year from the date of issuance of this Warrant there is
        no
        effective Registration Statement registering, or no current prospectus available
        for, the resale of the Warrant Shares by the Holder, then this Warrant may
        also
        be exercised at such time by means of a “cashless exercise” in which the Holder
        shall be entitled to receive a certificate for the number of Warrant Shares
        equal to the quotient obtained by dividing [(A-B) (X)] by (A),
        where:

       

      (A)
        = the
        VWAP on the Trading Day immediately preceding the date of such
        election;

      


      (B)
        = the
        Exercise Price of this Warrant, as adjusted; and 

      


      (X)
        = the
        number of Warrant Shares issuable upon exercise of this Warrant in accordance
        with the terms of this Warrant by means of a cash exercise rather than a
        cashless exercise.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      d)  Exercise
        Limitations.
        The
        Company shall not effect any exercise of this Warrant, and a 
        Holder
        shall not have the right to exercise any portion of this Warrant, pursuant
        to
        Section 2(c) or otherwise, to the extent that after giving effect to such
        issuance after exercise, such Holder (together with such Holder’s affiliates,
        and any other person or entity acting as a group together with such Holder
        or
        any of such Holder’s affiliates), as set forth on the applicable Notice of
        Exercise, would beneficially own in excess of the Beneficial Ownership
        Limitation (as defined below).  For purposes of the foregoing sentence,
        the
        number of shares of Common Stock beneficially owned by such Holder and its
        affiliates shall include the number of shares of Common Stock issuable upon
        exercise of this Warrant with respect to which the determination of such
        sentence is being made, but shall exclude the number of shares of Common
        Stock
        which would be issuable upon (A) exercise of the remaining, nonexercised
        portion
        of this Warrant beneficially owned by such Holder or any of its affiliates
        and
        (B) exercise or conversion of the unexercised or nonconverted portion of
        any
        other securities of the Company (including, without limitation, any other
        Preferred Stock or Warrants) subject to a limitation on conversion or exercise
        analogous to the limitation contained herein beneficially owned by such Holder
        or any of its affiliates.  Except as set forth in the preceding sentence,
        for purposes of this Section 2(d)(i), beneficial ownership shall be calculated
        in accordance with Section 13(d) of the Exchange Act and the rules and
        regulations promulgated thereunder, it being acknowledged by a Holder that
        the
        Company is not representing to such Holder that such calculation is in
        compliance with Section 13(d) of the Exchange Act and such Holder is solely
        responsible for any schedules required to be filed in accordance therewith.
        To
        the extent that the limitation contained in this Section 2(d) applies, the
        determination of whether this Warrant is exercisable (in relation to other
        securities owned by such Holder) and of which a portion of this Warrant is
        exercisable shall be in the sole discretion of a Holder, and the submission
        of a
        Notice of Exercise shall be deemed to be each Holder’s determination of whether
        this Warrant is exercisable (in relation to other securities owned by such
        Holder) and of which portion of this Warrant is exercisable, in each case
        subject to such aggregate percentage limitation, and the Company shall have
        no
        obligation to verify or confirm the accuracy of such determination. In addition,
        a determination as to any group status as contemplated above shall be determined
        in accordance with Section 13(d) of the Exchange Act and the rules and
        regulations promulgated thereunder, such determination shall be the sole
        responsibility of the Holder. For purposes of this Section 2(d), in determining
        the number of outstanding shares of Common Stock, a Holder may rely on the
        number of outstanding shares of Common Stock as reflected in (x) the Company’s
        most recent Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent
        public announcement by the Company or (z) any other notice by the Company
        or the
        Company’s Transfer Agent setting forth the number of shares of Common Stock
        outstanding.  Upon the written or oral request of a Holder, the Company
        shall within two Trading Days confirm orally and in writing to such Holder
        the
        number of shares of Common Stock then outstanding.  In any case, the
        number
        of outstanding shares of Common Stock shall be determined after giving effect
        to
        the conversion or exercise of securities of the Company, including this Warrant,
        by such Holder or its affiliates since the date as of which such number of
        outstanding shares of Common Stock was reported. The Beneficial Ownership
        Limitation shall initially be 4.99% of the number of shares of the Common
        Stock
        outstanding immediately after giving effect to the issuance of shares of
        Common
        Stock issuable upon exercise of this Warrant. The Initial Beneficial Ownership
        Limitation provisions of this Section 2(d) may be waived by such Holder,
        at the
        election of such Holder, upon not less than 61 days’ prior notice to the
        Company, and the provisions of this Section 2(d) shall continue to apply
        until
        such 61st
        day (or
        such later date, as determined by such Holder, as may be specified in such
        notice of waiver). Alternatively,
        a Holder may elect, upon not less than 61 days’ prior written notice to the
        Company, to change the Beneficial Ownership Limitation to 9.99% of the number
        of
        shares of the Common Stock outstanding immediately after giving effect to
        the
        issuance of shares of Common Stock upon exercise of this Warrant, and the
        provisions of this Section 2(d) shall continue to apply until such
        61st
        day (or
        such later date, as determined by such Holder, as may be specified in such
        notice of change). 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Upon
        a
        change by a Holder of the Beneficial Ownership Limitation from such 4.99%
        limitation to such 9.99% limitation, the Beneficial Ownership Limitation
        may not
        be waived by such Holder without the consent of the holders of a majority
        of the
        outstanding Common Stock of the Company. The
        provisions of this paragraph shall be implemented in a manner otherwise than
        in
        strict conformity with the terms of this Section 2(d) to correct this paragraph
        (or any portion hereof) which may be defective or inconsistent with the intended
        Beneficial Ownership Limitation herein contained or to make changes or
        supplements necessary or desirable to properly give effect to such limitation.
        The limitations contained in this paragraph shall apply to a successor holder
        of
        this Warrant. The holders of Common Stock of the Company shall be third party
        beneficiaries of this Section 2(d) and the Company may not waive this Section
        2(d) without the consent of the holders of a majority of its outstanding
        Common
        Stock. 

       

      e)  Fundamental
        Transaction Call Provision.
        Subject
        to the provisions of this Section 2(e), concurrently with the closing of
        a
        Fundamental Transaction (as defined below in Section 3(d)) in which the Common
        Stock does not survive the closing of the Fundamental Transaction, the Company
        may call for the purchase of all of this Warrant for an amount of cash equal
        to
        the value of this Warrant as determined in accordance with the Black-Scholes
        option pricing formula (such right, a “Call”
        and
        such amount of cash the “Call
        Price”)).
        To
        exercise this right, the Company must deliver to the Holder an irrevocable
        written notice (a “Call
        Notice”),
        provided that such Call Notice is delivered to the Holder no less than 20
        Trading Days, but no more than 60 Trading Days, prior to such closing of
        the
        Fundamental Transaction. If the conditions set forth below for such Call
        are
        satisfied from the period from the date of the Call Notice through and including
        the Call Date (as defined below) and the Call Price is paid to the Holder
        on the
        Call Date, then this Warrant shall be cancelled on the date of the closing
        of
        the Fundamental Transaction (such date, the “Call
        Date”).
        In
        furtherance thereof, the Company covenants and agrees that it will honor
        all
        Notices of Exercise with respect to Warrant Shares subject to a Call Notice
        that
        are tendered through 12:00 p.m. (New York City time) on the date on which
        the
        Call Price is paid in full. Notwithstanding anything to the contrary set
        forth
        in this Warrant, the Company may not deliver a Call Notice or require the
        cancellation of this Warrant (and any Call Notice will be void), unless,
        from
        the beginning of the date of the Call Notice through the Call Date, (i) the
        Company shall have honored in accordance with the terms of this Warrant all
        Notices of Exercise delivered by 12:00 p.m. (New York City time) on the Call
        Date and (ii) there is a sufficient number of authorized shares of Common
        Stock
        for issuance of all Securities under the Transaction Documents. Notwithstanding
        anything herein to the contrary, this warrant shall not be cancelled and
        be
        exercisable up until the date that the Call Price is paid in full.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      f)  Mechanics
        of Exercise.
        

       

      i.  Authorization
        of Warrant Shares.
        The
        Company covenants that all Warrant Shares which may be issued upon the exercise
        of the purchase rights represented by this Warrant will, upon exercise of
        the
        purchase rights represented by this Warrant, be duly authorized, validly
        issued,
        fully paid and nonassessable and free from all taxes, liens and charges in
        respect of the issue thereof (other than taxes in respect of any transfer
        occurring contemporaneously with such issue). 

       

      ii.  Delivery
        of Certificates Upon Exercise.
        To the
        extent provided by Article IV of the Purchase Agreement, certificates for
        shares
        purchased hereunder shall be transmitted by the transfer agent of the Company
        to
        the Holder by crediting the account of the Holder’s prime broker with the
        Depository Trust Company through its Deposit Withdrawal Agent Commission
        (“DWAC”)
        system
        if the Company is a participant in such system, and otherwise by physical
        delivery to the address specified by the Holder in the Notice of Exercise
        within
        3 Trading Days from the delivery to the Company of the Notice of Exercise
        Form,
        surrender of this Warrant (if required) and payment of the aggregate Exercise
        Price as set forth above (“Warrant
        Share Delivery Date”).
        This
        Warrant shall be deemed to have been exercised on the date the Exercise Price
        is
        received by the Company. The Warrant Shares shall be deemed to have been
        issued,
        and Holder or any other person so designated to be named therein shall be
        deemed
        to have become a holder of record of such shares for all purposes, as of
        the
        date the Warrant has been exercised by payment to the Company of the Exercise
        Price and all taxes required to be paid by the Holder, if any, pursuant to
        Section 2(e)(vii) prior to the issuance of such shares, have been paid.


       

      iii.  Delivery
        of New Warrants Upon Exercise.
        If this
        Warrant shall have been exercised in part, the Company shall, at the request
        of
        a Holder and upon surrender of this Warrant certificate, at the time of delivery
        of the certificate or certificates representing Warrant Shares, deliver to
        Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased
        Warrant Shares called for by this Warrant, which new Warrant shall in all
        other
        respects be identical with this Warrant.

       

      iv.  Rescission
        Rights.
        If the
        Company fails to cause its transfer agent to transmit to the Holder a
        certificate or certificates representing the Warrant Shares pursuant to this
        Section 2(e)(iv) by the Warrant Share Delivery Date, then the Holder will
        have
        the right to rescind such exercise.

       

      v.  Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.
        In
        addition to any other rights available to the Holder, if the Company fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Shares pursuant to an exercise on or before the
        Warrant
        Share Delivery Date, and if after such date the Holder is required by its
        broker
        to purchase (in an open market transaction or otherwise) shares of Common
        Stock
        to deliver in satisfaction of a sale by the Holder of the Warrant Shares
        which
        the Holder anticipated receiving upon such exercise (a “Buy-In”),
        then
        the Company shall (1) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of Warrant Shares that the Company was required
        to
        deliver to the Holder in connection with the exercise at issue times (B)
        the
        price at which the sell order giving rise to such purchase obligation was
        executed, and (2) at the option of the Holder, either reinstate the portion
        of
        the Warrant and 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      equivalent
        number of Warrant Shares for which such exercise was not honored or deliver
        to
        the Holder the number of shares of Common Stock that would have been issued
        had
        the Company timely complied with its exercise and delivery obligations
        hereunder. For example, if the Holder purchases Common Stock having a total
        purchase price of $11,000 to cover a Buy-In with respect to an attempted
        exercise of shares of Common Stock with an aggregate sale price giving rise
        to
        such purchase obligation of $10,000, under clause (1) of the immediately
        preceding sentence the Company shall be required to pay the Holder $1,000.
        The
        Holder shall provide the Company written notice indicating the amounts payable
        to the Holder in respect of the Buy-In, together with applicable confirmations
        and other evidence reasonably requested by the Company. Nothing herein shall
        limit a Holder’s right to pursue any other remedies available to it hereunder,
        at law or in equity including, without limitation, a decree of specific
        performance and/or injunctive relief with respect to the Company’s failure to
        timely deliver certificates representing shares of Common Stock upon exercise
        of
        the Warrant as required pursuant to the terms hereof.

       

      vi.  No
        Fractional Shares or Scrip.
        No
        fractional shares or scrip representing fractional shares shall be issued
        upon
        the exercise of this Warrant. As to any fraction of a share which Holder
        would
        otherwise be entitled to purchase upon such exercise, the Company shall pay
        a
        cash adjustment in respect of such final fraction in an amount equal to such
        fraction multiplied by the Exercise Price.

       

      vii.  Charges,
        Taxes and Expenses.
        Issuance of certificates for Warrant Shares shall be made without charge
        to the
        Holder for any issue or transfer tax or other incidental expense in respect
        of
        the issuance of such certificate, all of which taxes and expenses shall be
        paid
        by the Company, and such certificates shall be issued in the name of the
        Holder
        or in such name or names as may be directed by the Holder; provided,
        however,
        that in
        the event certificates for Warrant Shares are to be issued in a name other
        than
        the name of the Holder, this Warrant when surrendered for exercise shall
        be
        accompanied by the Assignment Form attached hereto duly executed by the Holder;
        and the Company may require, as a condition thereto, the payment of a sum
        sufficient to reimburse it for any transfer tax incidental thereto.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      viii.  Closing
        of Books.
        The
        Company will not close its stockholder books or records in any manner which
        prevents the timely exercise of this Warrant, pursuant to the terms
        hereof.

       

      Section
        3. Certain Adjustments.

       

      a)  Stock
        Dividends and Splits.
        If the
        Company, at any time while this Warrant is outstanding: (A) pays a stock
        dividend or otherwise make a distribution or distributions on shares of its
        Common Stock or any other equity or equity equivalent securities payable
        in
        shares of Common Stock (which, for avoidance of doubt, shall not include
        any
        shares of Common Stock issued by the Company pursuant to this Warrant), (B)
        subdivides outstanding shares of Common Stock into a larger number of shares,
        (C) combines (including by way of reverse stock split) outstanding shares
        of
        Common Stock into a smaller number of shares, or (D) issues by reclassification
        of shares of the Common Stock any shares of capital stock of the Company,
        then
        in each case the Exercise Price shall be multiplied by a fraction of which
        the
        numerator shall be the number of shares of Common Stock (excluding treasury
        shares, if any) outstanding immediately before such event and of which the
        denominator shall be the number of shares of Common Stock outstanding
        immediately after such event and the number of shares issuable upon exercise
        of
        this Warrant shall be proportionately adjusted. Any adjustment made pursuant
        to
        this Section 3(a) shall become effective immediately after the record date
        for
        the determination of stockholders entitled to receive such dividend or
        distribution and shall become effective immediately after the effective date
        in
        the case of a subdivision, combination or re-classification.

       

      b)  Subsequent
        Equity Sales.
        If the
        Company or any Subsidiary thereof, as applicable, at any time while this
        Warrant
        is outstanding, shall offer, sell, grant any option to purchase or offer,
        sell
        or grant any right to reprice its securities, or otherwise dispose of or
        issue
        (or announce any offer, sale, grant or any option to purchase or other
        disposition) any Common Stock or Common Stock Equivalents entitling any Person
        to acquire shares of Common Stock, at an effective price per share less than
        the
        then Exercise Price (such lower price, the “Base
        Share Price”
        and
        such issuances collectively, a “Dilutive
        Issuance”),
        as
        adjusted hereunder (if the holder of the Common Stock or Common Stock
        Equivalents so issued shall at any time, whether by operation of purchase
        price
        adjustments, reset provisions, floating conversion, exercise or exchange
        prices
        or otherwise, or due to warrants, options or rights per share which is issued
        in
        connection with such issuance, be entitled to receive shares of Common Stock
        at
        an effective price per share which is less than the Exercise Price, such
        issuance shall be deemed to have occurred for less than the Exercise Price
        on
        such date of the Dilutive Issuance), then the Exercise Price shall be reduced
        and only reduced to equal the Base Share Price and the number of Warrant
        Shares
        issuable hereunder shall be increased such that the aggregate Exercise Price
        payable hereunder, after taking into account the decrease in the Exercise
        Price,
        shall be equal to the aggregate Exercise Price prior to such adjustment.
        Such
        adjustment shall be made whenever such Common Stock or Common Stock Equivalents
        are issued. Notwithstanding the foregoing, no adjustments shall be made,
        paid or
        issued under this Section 3(b) in respect of an Exempt Issuance. The Company
        shall notify the Holder in writing, no later than the Trading Day following
        the
        issuance of any Common Stock or Common Stock Equivalents subject to this
        section, indicating therein the applicable issuance price, or of applicable
        reset price, exchange price, conversion price and other pricing terms (such
        notice the “Dilutive
        Issuance Notice”).
        For
        purposes of clarification, whether or not the Company provides a Dilutive
        Issuance Notice pursuant to this Section 3(b), upon the occurrence of any
        Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
        entitled to receive a number of Warrant Shares based upon the Base Share
        Price
        regardless of whether the Holder accurately refers to the Base Share Price
        in
        the Notice of Exercise. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      c)  Pro
        Rata Distributions.
        If the
        Company, at any time prior to the Termination Date, shall distribute to all
        holders of Common Stock (and not to Holders of the Warrants) evidences of
        its
        indebtedness or assets (including cash and cash dividends) or rights or warrants
        to subscribe for or purchase any security other than the Common Stock (which
        shall be subject to Section 3(b)), then in each such case the Exercise Price
        shall be adjusted by multiplying the Exercise Price in effect immediately
        prior
        to the record date fixed for determination of stockholders entitled to receive
        such distribution by a fraction of which the denominator shall be the VWAP
        determined as of the record date mentioned above, and of which the numerator
        shall be such VWAP on such record date less the then per share fair market
        value
        at such record date of the portion of such assets or evidence of indebtedness
        so
        distributed applicable to one outstanding share of the Common Stock as
        determined by the Board of Directors in good faith. In either case the
        adjustments shall be described in a statement provided to the Holder of the
        portion of assets or evidences of indebtedness so distributed or such
        subscription rights applicable to one share of Common Stock. Such adjustment
        shall be made whenever any such distribution is made and shall become effective
        immediately after the record date mentioned above.

       

      d)  Fundamental
        Transaction.
        If, at
        any time while this Warrant is outstanding and unless the Company has duly
        and
        properly exercised its rights under Section 2(e) and performed all such
        obligations on or before the closing of the Fundamental Transaction, (A)
        the
        Company effects any merger or consolidation of the Company with or into another
        Person, (B) the Company effects any sale of all or substantially all of its
        assets in one or a series of related transactions, (C) any tender offer or
        exchange offer (whether by the Company or another Person) is completed pursuant
        to which holders of Common Stock are permitted to tender or exchange their
        shares for other securities, cash or property, or (D) the Company effects
        any
        reclassification of the Common Stock or any compulsory share exchange pursuant
        to which the Common Stock is effectively converted into or exchanged for
        other
        securities, cash or property (in any such case, a “Fundamental
        Transaction”),
        then,
        upon any subsequent exercise of this Warrant, the Holder shall have the right
        to
        receive, for each Warrant Share that would have been issuable upon such exercise
        immediately prior to the occurrence of such Fundamental Transaction, at the
        option of the Holder, (a) upon exercise of this Warrant, the number of shares
        of
        Common Stock of the successor or acquiring corporation or of the Company,
        if it
        is the surviving corporation, and any additional consideration (the
“Alternate
        Consideration”)
        receivable upon or as a result of such reorganization, reclassification,
        merger,
        consolidation or disposition of assets by a Holder of the number of shares
        of
        Common Stock for which this Warrant is exercisable immediately prior to such
        event or (b) if the Company is acquired in an all cash transaction, cash
        equal
        to the value of this Warrant as determined in accordance with the Black-Scholes
        option pricing formula. For purposes of any such exercise, the determination
        of
        the Exercise Price shall be appropriately adjusted to apply to such Alternate
        Consideration based on the amount of Alternate Consideration issuable in
        respect
        of one share of Common Stock in such Fundamental Transaction, and the Company
        shall apportion the Exercise Price among the Alternate Consideration in a
        reasonable manner reflecting the relative value of any different components
        of
        the Alternate Consideration. If holders of Common Stock are given any choice
        as
        to the securities, cash or property to be received in a Fundamental Transaction,
        then the Holder shall be 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      given
        the
        same choice as to the Alternate Consideration it receives upon any exercise
        of
        this Warrant following such Fundamental Transaction. To the extent necessary
        to
        effectuate the foregoing provisions, any successor to the Company or surviving
        entity in such Fundamental Transaction shall issue to the Holder a new warrant
        consistent with the foregoing provisions and evidencing the Holder’s right to
        exercise such warrant into Alternate Consideration. The terms of any agreement
        pursuant to which a Fundamental Transaction is effected shall include terms
        requiring any such successor or surviving entity to comply with the provisions
        of this Section 3(d) and insuring that this Warrant (or any such replacement
        security) will be similarly adjusted upon any subsequent transaction analogous
        to a Fundamental Transaction.

       

      e)  Calculations.
        All
        calculations under this Section 3 shall be made to the nearest cent or the
        nearest 1/100th of a share, as the case may be. For purposes of this Section
        3,
        the number of shares of Common Stock deemed to be issued and outstanding
        as of a
        given date shall be the sum of the number of shares of Common Stock (excluding
        treasury shares, if any) issued and outstanding.

       

      f)  Voluntary
        Adjustment By Company.
        The
        Company may at any time during the term of this Warrant reduce the then current
        Exercise Price to any amount and for any period of time deemed appropriate
        by
        the Board of Directors of the Company.

       

      g)  Notice
        to Holders.
        

       

      i.  Adjustment
        to Exercise Price.
        Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company
        shall promptly mail to each Holder a notice setting forth the Exercise Price
        after such adjustment and setting forth a brief statement of the facts requiring
        such adjustment. If the Company issues a variable rate security, despite
        the
        prohibition thereon in the Purchase Agreement, the Company shall be deemed
        to
        have issued Common Stock or Common Stock Equivalents at the lowest possible
        conversion or exercise price at which such securities may be converted or
        exercised in the case of a Variable Rate Transaction (as defined in the Purchase
        Agreement).

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ii.  Notice
        to Allow Exercise by Holder.
        If (A)
        the Company shall declare a dividend (or any other distribution) on the Common
        Stock; (B) the Company shall declare a special nonrecurring cash dividend
        on or
        a redemption of the Common Stock; (C) the Company shall authorize the granting
        to all holders of the Common Stock rights or warrants to subscribe for or
        purchase any shares of capital stock of any class or of any rights; (D) the
        approval of any stockholders of the Company shall be required in connection
        with
        any reclassification of the Common Stock, any consolidation or merger to
        which
        the Company is a party, any sale or transfer of all or substantially all
        of the
        assets of the Company, of any compulsory share exchange whereby the Common
        Stock
        is converted into other securities, cash or property; (E) the Company shall
        authorize the voluntary or involuntary dissolution, liquidation or winding
        up of
        the affairs of the Company; then, in each case, the Company shall cause to
        be
        mailed to the Holder at its last address as it shall appear upon the Warrant
        Register of the Company, at least 20 calendar days prior to the applicable
        record or effective date hereinafter specified, a notice stating (x) the
        date on
        which a record is to be taken for the purpose of such dividend, distribution,
        redemption, rights or warrants, or if a record is not to be taken, the date
        as
        of which the holders of the Common Stock of record to be entitled to such
        dividend, distributions, redemption, rights or warrants are to be determined
        or
        (y) the date on which such reclassification, consolidation, merger, sale,
        transfer or share exchange is expected to become effective or close, and
        the
        date as of which it is expected that holders of the Common Stock of record
        shall
        be entitled to exchange their shares of the Common Stock for securities,
        cash or
        other property deliverable upon such reclassification, consolidation, merger,
        sale, transfer or share exchange; provided that the failure to mail such
        notice
        or any defect therein or in the mailing thereof shall not affect the validity
        of
        the corporate action required to be specified in such notice. The Holder
        is
        entitled to exercise this Warrant during the 20-day period commencing on
        the
        date of such notice to the effective date of the event triggering such
        notice.

       

      Section
        4. Transfer
        of Warrant.

       

      a)  Transferability.
        Subject
        to compliance with any applicable securities laws and the conditions set
        forth
        in Sections 5(a) and 4(d) hereof and to the provisions of Section 4.1 of
        the
        Purchase Agreement, this Warrant and all rights hereunder are transferable,
        in
        whole or in part, upon surrender of this Warrant at the principal office
        of the
        Company, together with a written assignment of this Warrant substantially
        in the
        form attached hereto duly executed by the Holder or its agent or attorney
        and
        funds sufficient to pay any transfer taxes payable upon the making of such
        transfer. Upon such surrender and, if required, such payment, the Company
        shall
        execute and deliver a new Warrant or Warrants in the name of the assignee
        or
        assignees and in the denomination or denominations specified in such instrument
        of assignment, and shall issue to the assignor a new Warrant evidencing the
        portion of this Warrant not so assigned, and this Warrant shall promptly
        be
        cancelled. A Warrant, if properly assigned, may be exercised by a new holder
        for
        the purchase of Warrant Shares without having a new Warrant issued. As a
        condition to any transfer of any of the Warrants the transferee shall agree
        in
        writing to be bound, with respect to the transferred Warrants, by the provisions
        of Sections 3.2(g), 4.1 and 4.16 of the Purchase Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      b)  New
        Warrants.
        This
        Warrant may be divided or combined with other Warrants upon presentation
        hereof
        at the aforesaid office of the Company, together with a written notice
        specifying the names and denominations in which new Warrants are to be issued,
        signed by the Holder or its agent or attorney. Subject to compliance with
        Section 4(a), as to any transfer which may be involved in such division or
        combination, the Company shall execute and deliver a new Warrant or Warrants
        in
        exchange for the Warrant or Warrants to be divided or combined in accordance
        with such notice.

       

      c)  Warrant
        Register.
        The
        Company shall register this Warrant, upon records to be maintained by the
        Company for that purpose (the “Warrant
        Register”),
        in
        the name of the record Holder hereof from time to time. The Company may deem
        and
        treat the registered Holder of this Warrant as the absolute owner hereof
        for the
        purpose of any exercise hereof or any distribution to the Holder, and for
        all
        other purposes, absent actual notice to the contrary.

       

      d)  Transfer
        Restrictions.
        If,
        at the
time
        of
        the surrender of this Warrant in connection with any transfer of this Warrant,
        the transfer of this Warrant shall not be registered pursuant to an effective
        registration
        statement under the Securities Act
        and
under
        applicable state securities or blue sky laws, the Company may require, as
        a
        condition of allowing such transfer (i) that the Holder or transferee of
        this
        Warrant, as the case may be, furnish to the Company a written opinion of
        counsel
        (which opinion shall be in form, substance and scope customary for opinions
        of
        counsel in comparable transactions) to the effect that such transfer may
        be made
        without
        registration under
        the
        Securities Act and under applicable state securities or blue sky laws, (ii)
        that
        the holder or transferee execute and deliver to the Company an investment
        letter
        in form and substance acceptable to the Company and (iii) that the transferee
        be
        an “accredited
        investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
        promulgated under the Securities Act or a qualified institutional buyer as
        defined in Rule 144A(a) under the Securities Act.

       

      Section
        5. Miscellaneous.

       

      a)  Title
        to Warrant.
        Prior
        to the Termination Date and subject to compliance with applicable laws and
        Section 4 of this Warrant, this Warrant and all rights hereunder are
        transferable, in whole or in part, at the office or agency of the Company
        by the
        Holder in person or by duly authorized attorney, upon surrender of this Warrant
        together with the Assignment Form annexed hereto properly endorsed. The
        transferee shall sign an investment letter in form and substance reasonably
        satisfactory to the Company.

       

      b)  No
        Rights as Shareholder Until Exercise.
        This
        Warrant does not entitle the Holder to any voting rights or other rights
        as a
        shareholder of the Company prior to the exercise hereof. Upon the surrender
        of
        this Warrant and the payment of the aggregate Exercise Price (or by means
        of a
        cashless exercise), the Warrant Shares so purchased shall be and be deemed
        to be
        issued to such Holder as the record owner of such shares as of the close
        of
        business on the later of the date of such surrender or payment.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      c)  Loss,
        Theft, Destruction or Mutilation of Warrant.
        The
        Company covenants that upon receipt by the Company of evidence reasonably
        satisfactory to it of the loss, theft, destruction or mutilation of this
        Warrant
        or any stock certificate relating to the Warrant Shares, and in case of loss,
        theft or destruction, of indemnity or security reasonably satisfactory to
        it
        (which, in the case of the Warrant, shall not include the posting of any
        bond),
        and upon surrender and cancellation of such Warrant or stock certificate,
        if
        mutilated, the Company will make and deliver a new Warrant or stock certificate
        of like tenor and dated as of such cancellation, in lieu of such Warrant
        or
        stock certificate.

       

      d)  Saturdays,
        Sundays, Holidays, etc.
        If the
        last or appointed day for the taking of any action or the expiration of any
        right required or granted herein shall be a Saturday, Sunday or a legal holiday,
        then such action may be taken or such right may be exercised on the next
        succeeding day not a Saturday, Sunday or legal holiday.

       

      e)  Authorized
        Shares.
        

       

      The
        Company covenants that during the period the Warrant is outstanding, it will
        reserve from its authorized and unissued Common Stock a sufficient number
        of
        shares to provide for the issuance of the Warrant Shares upon the exercise
        of
        any purchase rights under this Warrant. The Company further covenants that
        its
        issuance of this Warrant shall constitute full authority to its officers
        who are
        charged with the duty of executing stock certificates to execute and issue
        the
        necessary certificates for the Warrant Shares upon the exercise of the purchase
        rights under this Warrant. The Company will take all such reasonable action
        as
        may be necessary to assure that such Warrant Shares may be issued as provided
        herein without violation of any applicable law or regulation, or of any
        requirements of the Trading Market upon which the Common Stock may be listed.
        

       

      Except
        and to the extent as waived or consented to by the Holder, the Company shall
        not
        by any action, including, without limitation, amending its certificate of
        incorporation or through any reorganization, 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, but will at all times in good faith assist in the carrying out of
        all
        such terms and in the taking of all such actions as may be necessary or
        appropriate to protect the rights of Holder as set forth in this Warrant
        against
        impairment. Without limiting the generality of the foregoing, the Company
        will
        (a) not increase the par value of any Warrant Shares above the amount payable
        therefor upon such exercise immediately prior to such increase in par value,
        (b)
        take all such action as may be necessary or appropriate in order that the
        Company may validly and legally issue fully paid and nonassessable Warrant
        Shares upon the exercise of this Warrant, and (c) use commercially reasonable
        efforts to obtain all such authorizations, exemptions or consents from any
        public regulatory body having jurisdiction thereof as may be necessary to
        enable
        the Company to perform its obligations under this Warrant.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Before
        taking any action which would result in an adjustment in the number of Warrant
        Shares for which this Warrant is exercisable or in the Exercise Price, the
        Company shall obtain all such authorizations or exemptions thereof, or consents
        thereto, as may be necessary from any public regulatory body or bodies having
        jurisdiction thereof.

       

      f)  Applicable
        Law; Jurisdiction.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be governed by and construed and enforced in accordance
        with the internal laws of the Sate of New York, without regard to the principles
        of conflicts of law thereof, except to the extent that the Delaware General
        Corporation Law is mandatorily applicable. The Company, and by its acceptance
        of
        this Warrant, the Holder, each hereby (a) agrees that all legal proceedings
        concerning the interpretations, enforcement and defense of the transactions
        contemplated by this Warrant (whether brought against such party or its
        respective affiliates, directors, officers, shareholders, employees or agents)
        shall be commenced exclusively in the state and federal courts sitting in
        the
        city of New York, borough of Manhattan (“New York Courts”); (b) irrevocably
        submits to the exclusive jurisdiction of the New York Courts for the
        adjudication of any dispute hereunder or in connection herewith or with any
        transaction contemplated hereby or discussed herein (including with respect
        to
        the enforcement of this Warrant), and hereby irrevocably waives, and agrees
        not
        to assert in any suit, action or proceeding, any claim that it is not personally
        subject to the jurisdiction of any such New York Court or that the New York
        Courts are an improper or inconvenient venue for such proceeding; (c)
        irrevocably waives personal service of process and consents to process being
        served in any such suit, action or proceeding by mailing a copy thereof via
        registered or certified mail or overnight delivery (with evidence of delivery)
        to such party at the address in effect for notices to it under this Warrant
        and
        agrees that such service shall constitute good and sufficient service of
        process
        and notice thereof; (d) waives all rights to a trial by jury, and (e) agrees
        that if either party shall commence an action or proceeding to enforce any
        provisions of the Warrant, then the prevailing party in such action or
        proceeding shall be reimbursed by the other party for its attorneys’ fees and
        other costs and expenses incurred with the investigation, preparation and
        prosecution of such action or proceeding. Nothing contained herein shall
        be
        deemed to limit in any way any right to serve process in any manner permitted
        by
        law. 

       

      g)  Restrictions.
        The
        Holder acknowledges that the Warrant Shares acquired upon the exercise of
        this
        Warrant, if not registered, will have restrictions upon resale imposed by
        state
        and federal securities laws.

       

      h)  Nonwaiver
        and Expenses.
        No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder shall operate as a waiver of such right or otherwise prejudice
        Holder’s rights, powers or remedies, notwithstanding the fact that all rights
        hereunder terminate on the Termination Date. If the Company willfully and
        knowingly fails to comply with any provision of this Warrant, which results
        in
        any material damages to the Holder, the Company shall pay to Holder such
        amounts
        as shall be sufficient to cover any costs and expenses including, but not
        limited to, reasonable attorneys’ fees, including those of appellate
        proceedings, incurred by Holder in collecting any amounts due pursuant hereto
        or
        in otherwise enforcing any of its rights, powers or remedies
        hereunder.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      i)  Notices.
        Except
        as otherwise specifically set forth herein, any notice, request or other
        document required or permitted to be given or delivered to the Holder by
        the
        Company shall be delivered in accordance with the notice provisions of the
        Purchase Agreement.

       

      j)  Limitation
        of Liability.
        No
        provision hereof, in the absence of any affirmative action by Holder to exercise
        this Warrant or purchase Warrant Shares, and no enumeration herein of the
        rights
        or privileges of Holder, shall give rise to any liability of Holder for the
        purchase price of any Common Stock or as a stockholder of the Company, whether
        such liability is asserted by the Company or by creditors of the
        Company.

       

      k)  Remedies.
        Holder,
        in addition to being entitled to exercise all rights granted by law, including
        recovery of damages, will be entitled to specific performance of its rights
        under this Warrant. The Company agrees that monetary damages would not be
        adequate compensation for any loss incurred by reason of a breach by it of
        the
        provisions of this Warrant and hereby agrees to waive the defense in any
        action
        for specific performance that a remedy at law would be adequate.

       

      l)  Successors
        and Assigns.
        Subject
        to applicable securities laws, this Warrant and the rights and obligations
        evidenced hereby shall inure to the benefit of and be binding upon the
        successors of the Company and the successors and permitted assigns of Holder.
        The provisions of this Warrant are intended to be for the benefit of all
        registered Holders from time to time of this Warrant and shall be enforceable
        by
        any such registered Holder or holder of Warrant Shares.

       

      m)  Amendment.
        This
        Warrant may be modified or amended or the provisions hereof waived only by
        a
        written instrument signed by the Company and the Holder.

       

      n)  Severability.
        Wherever possible, each provision of this Warrant shall be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        of this Warrant shall be prohibited by or invalid under applicable law, such
        provision shall be ineffective to the extent of such prohibition or invalidity,
        without invalidating the remainder of such provisions or the remaining
        provisions of this Warrant.

       

      o)  Headings.
        The
        headings used in this Warrant are for the convenience of reference only and
        shall not, for any purpose, be deemed a part of this Warrant.

       

      ********************


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
        officer thereunto duly authorized.

       

      


      Dated:
        November 7, 2005

       

      
        
          	 	 	GIGABEAM
                  CORPORATION 
	 	 	 
	 	 	By:__________________________________ 
	 	 	Name: 
	 	 	
                  Title: 

                


        

      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      



      NOTICE
        OF EXERCISE

      


      TO: GIGABEAM
        CORPORATION

      


      (1)  The
        undersigned hereby elects to purchase ________ Warrant Shares of the Company
        pursuant to the terms of the attached Warrant (only if exercised in full),
        and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      (2)  Payment
        shall take the form of (check applicable box):

       

      [
        ] in
        lawful money of the United States; or

       

      [
        ] the
        cancellation of such number of Warrant Shares as is necessary, in accordance
        with the formula set forth in subsection 2(c), to exercise this Warrant with
        respect to the maximum number of Warrant Shares purchasable pursuant to the
        cashless exercise procedure set forth in subsection 2(c).

       

      (3)  Please
        issue a certificate or certificates representing said Warrant Shares in the
        name
        of the undersigned or in such other name as is specified below:

       

      _______________________________

      


      The
        Warrant Shares shall be delivered to the following:

      


      _______________________________

      _______________________________

      _______________________________

      


      (4)
        Accredited
        Investor.
        The
        undersigned is an “accredited investor” as defined in Regulation D promulgated
        under the Securities Act of 1933, as amended.

      


      [SIGNATURE
        OF HOLDER]

      Name
        of
        Investing Entity:
        ________________________________________________________________________

      Signature
        of Authorized Signatory of Investing Entity:
        _________________________________________________

      Name
        of
        Authorized Signatory:
        ___________________________________________________________________

      Title
        of
        Authorized Signatory:
        ____________________________________________________________________

      Date:
        ________________________________________________________________________________________

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ASSIGNMENT
        FORM

      


      (To
        assign the foregoing warrant, execute

      this
        form
        and supply required information. 

      Do
        not
        use this form to exercise the warrant.)

      


      FOR
        VALUE
        RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
        assigned to

      


      _______________________________________________
        whose address is

      


      _______________________________________________________________.

      


      


      


      _______________________________________________________________

      


      Dated:
        ______________, _______

      


      


      Holder’s
        Signature: _____________________________

      


      Holder’s
        Address: _____________________________

       
        _____________________________

      


      


      


      Signature
        Guaranteed: ___________________________________________

      


      


      NOTE:
        The
        signature to this Assignment Form must correspond with the name as it appears
        on
        the face of the Warrant, without alteration or enlargement or any change
        whatsoever, and must be guaranteed by a bank or trust company. Officers of
        corporations and those acting in a fiduciary or other representative capacity
        should file proper evidence of authority to assign the foregoing
        Warrant.