EXHIBIT
        4.8

      


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

      


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

      


      


      PURCHASE
        OPTION

      


      For
        the Purchase of 

      


      130,219
        shares of Common Stock

      


      of

      


      GigaBeam
        Corporation

      


      (A
        Delaware Corporation)

       

      1.             Purchase
        Option.

       

      THIS
        CERTIFIES THAT, in consideration of $10 and other good and valuable
        consideration duly paid by or on behalf of HCFP/Brenner Securities, LLC (the
        “Holder”), as registered owner of this Purchase Option, to GigaBeam Corporation
        (the “Company”), Holder is entitled, at any time or from time to time commencing
        on the date hereof (the “Commencement Date”) and at or before 5:00 p.m., Eastern
        Time, November 7, 2010 (the “Expiration Date”), but not thereafter, to subscribe
        for, purchase and receive, in whole or in part, up to 130,219 shares (the
        “Shares”) of the common stock of the Company (the “Common Stock”). If the
        Expiration Date is a day on which banking institutions are authorized by
        law to
        close, then this Purchase Option may be exercised on the next succeeding
        day
        that is not such a day in accordance with the terms herein. During the period
        ending on the Expiration Date, the Company agrees not to take any action
        that
        would terminate the Purchase Option.

       

      This
        Purchase Option is being issued in connection with the issuance and sale
        by the
        Company of Series B Convertible Preferred Stock (the “Series B Preferred Stock”)
        and common stock purchase warrants (“Warrants”) to investors in a private
        placement under the terms of a securities purchase agreement of even date
        herewith (“Securities Purchase Agreement”) and the offering contemplated thereby
        for which HCFP/Brenner Securities, LLC (“HCFP”) has acted as placement agent
        (“Private Placement”). 

       

      This
        Purchase Option is initially exercisable at a price per Share equal to $7.9827;
        provided,
        however,
        that
        upon the occurrence of any of the events specified in Section 6 hereof, the
        rights granted by this Purchase Option, including the exercise price and
        the
        number of Shares to be received upon such exercise, shall be adjusted as
        therein
        specified. The term “Exercise Price” shall mean the initial exercise price or,
        if adjustments thereto have been made, the adjusted exercise price to purchase
        one Share.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.            
        Exercise.

       

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

       

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

       

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

       

      2.3  Conversion
        Right.

       

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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

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

       

      3.  Transfer.

       

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

       

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

       

      4.  New
        Purchase Options to be Issued.

       

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

       

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

       

      5.  Registration
        Obligation.

       

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

       

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      6.  Adjustments.

       

      6.1  Adjustment
        of Common Stock.

       

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

       

      6.1.2  Aggregation
        of Shares.
        If
        after the date hereof, and subject to the provisions of Section 6.2, the
        number
        of outstanding shares of Common Stock is decreased by a consolidation,
        combination or reclassification of shares of Common Stock or other similar
        event, then, upon the effective date thereof, the number of Shares issuable
        upon
        exercise of the Purchase Option shall be decreased in proportion to such
        decrease in outstanding shares of Common Stock.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      (a)  the
        Company shall take a record of the holders of its Common Stock (and/or other
        stock or securities at the time deliverable upon the exercise of this Purchase
        Option) for the purpose of entitling or enabling them to receive any dividend
        or
        other distribution, or to receive any right to subscribe for or purchase
        any
        shares of any class or any other securities, or to receive any other right,
        or


       

      (b)  of
        any
        capital reorganization of the Company, any reclassification of the capital
        stock
        of the Company, any consolidation or merger of the Company with or into another
        corporation (other than a consolidation or merger in which the Company is
        the
        surviving entity), or any transfer of all or substantially all of the assets
        of
        the Company, or 

       

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

       

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

       

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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      9.  Miscellaneous.

       

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

       

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

       

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

       

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

       

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


       

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

       

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

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Company has caused this Purchase Option to be signed
        by its
        duly authorized officer as of the 7th day of November, 2005.

       

      
        	 	 	 
	 	GIGABEAM
                CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Douglas
                G. Lockie
	 	
                
Name:
                Douglas G. Lockie
	 	Title:
                President and Chief Technology Officer


      

      


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

          
          

        

      


      Notice
        of Exercise

      To
        Be
        Executed by the Registered Holder

      In
        Order
        to Exercise this Purchase Option

      


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

       or

       

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

      


      PLEASE
        ISSUE CERTIFICATES AS FOLLOWS:

      
         

        
          	
                   

                	
                  PLEASE
                    INSERT SOCIAL SECURITY

                
	
                   

                	
                  OR
                    OTHER IDENTIFYING NUMBER

                


        

         

         

        
          
            

          



        
          
            
              

            

          



        
          
            
              

            

          

          (please
            print or type name and address)

        

         

        and
          be
          delivered to

         

        
          
            
              

            


            
              
                

              

              
                
                   

                  
                    

                  

                

              

            

          

        

        (please
          print or type name and address)



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

      

        
          	
                  Dated:______________________

                	
                   

                
	
                   

                	
                  (Signature
                    of Registered Holder)

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                   

                	
                  (Address)

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                   

                	
                  (Taxpayer
                    Identification Number)

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                   

                	
                  Signature
                    Guaranteed 

                


        

      

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      ASSIGNMENT
        FORM

      


      To
        be
        executed by the Registered Holder

      In
        order
        to Assign Purchase Option

      


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

      
         

        
          	
                   

                	
                  PLEASE
                    INSERT SOCIAL SECURITY

                
	
                   

                	
                  OR
                    OTHER IDENTIFYING NUMBER

                


        

         

         

        
          
            

          



        
          
            
              

            


            

          

        

        
          (please
            print or type name and address)

          
 

        

      

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

      


      
        	Dated:________________	
                X

              	 
	 	 	(Signature
                of Registered Holder)
	 	 	 
	 	 	 
	 	 	(Signature
                Guaranteed)


      

      


      


      THE
        SIGNATURE ON THE ASSIGNMENT OR THE PURCHASE FORM MUST CORRESPOND TO THE NAME
        AS
        WRITTEN UPON THE FACE OF THIS PURCHASE OPTION CERTIFICATE IN EVERY PARTICULAR,
        WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
        GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
        AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE
        OR
        MIDWEST STOCK EXCHANGE.

      


      


      CERTIFICATION
        OF STATUS OF TRANSFEREE

      To
        be executed by the Transferee of this Purchase Option

      


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

      


      
        	Dated:________________	
                X

              	 
	 	 	(Signature
                of Transferee)


      

       

       

      
        
          
          

        

        
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