EXHIBIT
      4.7

    


    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 

    


    248,035
      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 248,035 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 $7.6199;
      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. 

     

    2.3.2   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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    3.    Transfer.

     

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

     

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

     

    4.     New
      Purchase Options to be Issued.

     

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

     

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

     

    5.     Registration
      Obligation.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    6.    Adjustments.

     

    6.1   Adjustment
      of Common Stock.

     

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

     

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

     

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

     

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

     

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

     

    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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