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Exhibit 4.9  



	No. HCO            	 	VOID AFTER 5:00 P.M. on                         , 2009
	 	 	             WARRANTS




 
 

REDEEMABLE WARRANT CERTIFICATE TO
  PURCHASE ONE SHARE OF COMMON STOCK    



HYPERSPACE COMMUNICATIONS, INC.  



	NO.             	 	CUSIP: 44915D 11 1






        THIS
CERTIFIES THAT, FOR VALUE RECEIVED                          or registered assigns (the "Registered Holder") is the owner of
the number of redeemable warrants
(the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and non-assessable share of Common Stock, no par value per share, of Hyperspace Communications, Inc., a Colorado corporation (the "Company"), at
any time from                              , 2005 and prior to the Expiration Date (as
hereinafter defined) upon the presentation and
surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of Computershare Trust Company, Inc., as Warrant Agent, or
its successor (the "Warrant Agent"), accompanied by payment of $         per share, subject to adjustment (the "Purchase Price"), in lawful-money of the United
States of America by certified or cashier's check made payable to the Warrant Agent for the account of the Company. 



        This
Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant Agreement (the
"Warrant Agreement"), dated                         , 2004, by and between the Company and the Warrant Agent. 


        In
the event of certain contingencies provided for in the Warrant Agreement, the Purchase Price and the number of shares of Common Stock subject to purchase upon the exercise of each
Warrant represented hereby are subject to modification or adjustment. 


        Each
Warrant represented hereby is exercisable at the option of the Registered Holder, but no fractional interests will be issued. In the case of the exercise of less than all the
warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor,
which the Warrant Agent shall countersign, for the balance of such Warrants. 


        The
term "Expiration Date" shall mean 5:00 P.M. (Mountain Standard Time) on                         
    , 2009. If such
date shall in the State of Colorado be a holiday or a day on which the banks are authorized to close, then the Expiration Date shall mean 5:00 P.M. (Mountain Standard Time) the next following
day which in the State of Colorado is not a holiday or a day on which banks are authorized to close. 


        The
Company shall not be obligated to deliver any securities pursuant to the exercise of this Warrant unless a registration statement under the Securities Act of 1933, as amended (the
"Act"), with respect to such securities is effective or an exemption thereunder is available. The Company has covenanted and agreed that, if required by the Act, and unless during any period it is not
reasonably likely that the Warrants will be exercised, it will file a registration statement under the Act, use its best efforts to cause the same to become effective, keep such registration
statement current, if required under the Act, while any of the Warrants are outstanding, and deliver a prospectus which complies with Section 10(a)(3) of the Act to the Registered Holder
exercising this Warrant. This Warrant shall not be exercisable by a Registered Holder in any state where such exercise would be unlawful. 







 



        This
Warrant Certificate is exchangeable, upon the surrender hereof by the Registered Holder at the corporate office of the Warrant Agent, for a new Warrant Certificate or Warrant
Certificates of like tenor representing an equal aggregate number of Warrants, each of such new Warrant Certificates to represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon due presentment and payment of any tax or other charge imposed in connection therewith or incidental thereto, for registration or transfer of this Warrant
Certificate at such office, a new Warrant Certificate or Warrant Certificates representing an equal aggregate number of Warrants will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Warrant Agreement. 


        Prior
to the exercise of any Warrant represented hereby, the Registered Holder shall not be entitled to any rights of a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends or other distributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided in the Warrant Agreement. 



        Subject
to the provisions of the Warrant Agreement, this Warrant may be redeemed at the option of the Company, at a redemption price of $.25 per Warrant, at any time commencing after
                             , 2005 provided that (i) the closing sale price on the
American Stock Exchange or any other primary
exchange on which the Common Stock is traded, or (ii) the closing bid price for the Common Stock in the over-the-counter market as reported by the National Association
of Securities Dealers Automated Quotation System, in the event that the Common Stock is listed on an over-the-counter market or (iii) the closing sale price on NASDAQ,
if the Common Stock is quoted on NASDAQ, shall have for twenty (20) consecutive trading days ending on the fifth (5th) day prior to the Notice of Redemption, as defined
below, exceeded $9.50 per share of Common Stock (subject to adjustment in the event of any stock splits or other similar events). Notice of redemption (the "Notice of Redemption") shall be given not
less than thirty (30) days before the date fixed for redemption, all as provided in the Warrant Agreement. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to this Warrant except to receive the $.25 per Warrant upon surrender of this Certificate. 



        Under
certain circumstances, Capital Growth Financial, LLC, its successors and assigns shall be entitled to receive an aggregate of five percent (5%) of the Purchase Price of the
Warrants represented hereby. 


        Prior
to due presentment for registration or transfer hereof, the Company and the Warrant Agent may deem and treat the Registered Holder as the absolute owner hereof and of each Warrant
represented hereby (notwithstanding any notations of ownership or writing hereon made by anyone other than a duly authorized officer of the Company or the Warrant Agent) for all purposes and shall not
be affected by any notice to the contrary, except as provided in the Warrant Agreement. 


        This
Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Colorado without giving effect to conflicts of laws. 


        This
Warrant Certificate is not valid unless countersigned by the Warrant Agent. 


2







 

        IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, manually or in facsimile by two of its officers thereunto duly authorized and a facsimile of its
corporate seal to be imprinted hereon. 


Dated:
                        , 2004 



	




 

 	


 	





HYPERSPACE COMMUNICATIONS, INC.

By:                                        
                                       

           Name:     John P. Yeros

           Title:       Chairman

By:                                        
                                       

           Name:     Mark J. Endry

           Title:       President





COUNTERSIGNED:



COMPUTERSHARE
TRUST COMPANY, INC.

as Warrant Agent 



	

By:	

 Authorized Officer	

 




3







 
 
 

SUBSCRIPTION FORM    
    


To
Be Executed by the Registered Holder in Order to Exercise Warrant 


        The
undersigned Registered Holder hereby irrevocably elects to exercise                          Warrants represented by this
Warrant Certificate, and to purchase the
securities issuable upon the exercise of such Warrants, and requests that certificates for such securities shall be issued in the name of: 


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 Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and
delivered to the Registered Holder at the address stated below. 


4







 
 
 

IMPORTANT: PLEASE COMPLETE THE FOLLOWING:    



	1.
	The
exercise of this Warrant was solicited by Capital Growth Financial, LLC o



	2.
	The
exercise of this Warrant was solicited by                         . o



	3.
	If
the exercise of this Warrant was not solicited, please check the following box. o 







	

Dated:                         , 200  	
 	

    
 (Print Name)

    
    
Address    
 Social Security or Taxpayer

Identification Number

    
 Signature Guaranteed




5







 
 
 

ASSIGNMENT    
    


To
Be Executed by the Registered Holder in Order to Assign Warrants 



        FOR
VALUE RECEIVED,                         , hereby sells, assigns and transfers unto 


PLEASE
INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER 



	 	 	    
	 	 
	 	 	    
	 	 
	 	 	    
 (please print or type name and address)	 	 





                                        
                                          
                                 
of the 


Warrants
represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints

                                         
                                          
   
 


Attorney
to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. 



	Dated:                         , 200  	 	  

                                         
             
 Signature Guaranteed







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


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REDEEMABLE WARRANT CERTIFICATE TO PURCHASE ONE SHARE OF COMMON STOCK

SUBSCRIPTION FORM

IMPORTANT: PLEASE COMPLETE THE FOLLOWING

ASSIGNMENT