BP (54358) Gigabeam Schedule 14A

DEF 14A 1 ggbm2005proxystatement.htm BP (54358) Gigabeam Schedule 14A

United States
Securities and Exchange Commission
Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.149-12

GigaBeam Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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GIGABEAM CORPORATION

470 SPRINGPARK PLACE, SUITE 900

HERNDON, VIRGINIA 20170

May 31, 2005

Dear Fellow Stockholders:

You are cordially invited to attend the 2005 Annual Meeting of Stockholders (“Annual Meeting) of Gigabeam Corporation (the “Company) that will be held on Friday, June 24, 2005 at 9:30 a.m., local time, at the Harvard Club of New York City, 35 West 44^th Street, New York, New York 10036.

Your Board of Directors unanimously believes that the election of the nominee specified in the accompanying Proxy Statement as a director is in the best interest of the Company and its stockholders and, accordingly, recommends a vote “FOR” such nominee. Further, your Board of Directors unanimously believes that ratifying the amendment to the Company’s 2004 Stock Option Plan, which increased the number of shares of common stock available for issuance under the plan from 500,000 to 1,100,000, is in the best interests of the Company and its stockholders and, accordingly, recommends a vote “FOR” such proposal.

Whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented and voted. After reading the enclosed Notice of Annual Meeting and Proxy Statement, I urge you to complete, sign, date and return your proxy card in the envelope provided. If the address on the accompanying material is incorrect, please advise our transfer agent, Continental Stock Transfer & Trust Company, in writing, at 17 Battery Place, New York 10004.

Your vote is very important, and we will appreciate a prompt return of your signed proxy card.

Cordially,

Louis S. Slaughter,

Chairman of the Board

GIGABEAM CORPORATION

470 Springpark Place, Suite 900

Herndon, Virginia 20170

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF GIGABEAM CORPORATION

TO BE HELD JUNE 24, 2005

To the Stockholders of GigaBeam Corporation:

NOTICE IS HEREBY GIVEN that the 2005 Annual Meeting of Stockholders (“Annual Meeting”) of GigaBeam Corporation (the "Company') will be held on Friday, June 24, 2005 at 9:30 a.m., local time, at the Harvard Club of New York City, 35 West 44^th Street, New York, New York 10036 for the following purposes:

(i)

to elect a Class I director to hold office until the Annual Meeting of Stockholders to be held in 2008 and until such director’s successor has been duly elected and qualified;

(ii)

to ratify the amendment to the Company’s 2004 Stock Option Plan increasing the number of shares of common stock available for issuance under the plan from 500,000 to 1,100,000, which ratification will permit the issuance of incentive stock options with respect to such 600,000 additional shares in addition to the issuance of non-qualified stock options which are already permitted under the amendment to the plan as adopted by the Board of Directors, and as more fully described in the Company’s accompanying proxy statement; and

(iii)

to transact such other business as may properly come before the Annual Meeting or any adjournment or adjournments thereof.

Only stockholders of record on the books of the Company at the close of business on May 17, 2005 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

IF YOU DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING:

PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PAPER PROXY CARD IN THE ENVELOPE PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE PRESENT AT THE ANNUAL MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.

	Notice of the Annual Meeting is hereby given,
	By order of the Board of Directors

	Caroline Baldwin Kahl,
	Corporate Secretary

May 31, 2005

___________________________

PROXY STATEMENT

—————————————

GIGABEAM CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FRIDAY, JUNE 24, 2005

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of GigaBeam Corporation (the "Company") for use at the Annual Meeting of Stockholders to be held on Friday, June 24, 2005 (the "Annual Meeting"), at 9:30 a.m., local time, at the Harvard Club of New York City located at 35 West 44^th Street, New York, New York 10036, including any adjournment or adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting.

Management intends to mail this Proxy Statement and the accompanying form of proxy to stockholders on or about June 1, 2005.

GENERAL INFORMATION

Proxies in the accompanying form, duly executed and returned to the management of the Company and not revoked, will be voted at the Annual Meeting. Any proxy given pursuant to such solicitation may be revoked by the stockholder at any time prior to the voting of the proxy by a subsequently dated proxy, by written notification to the Corporate Secretary of the Company, or by personally withdrawing the proxy at the Annual Meeting and voting in person.

It is anticipated that all of the Company’s directors and executive officers will be present at the Annual Meeting and that a presentation will be made by Louis S. Slaughter, the Chairman of the Company, after the conclusion of the business to be conducted at the Annual Meeting.

The address and telephone number of the principal executive offices of the Company are: 470 Springpark Place, Suite 900, Herndon, Virginia 20170, telephone: (571) 283-6200.

The following questions and answers provide important information about the Annual Meeting and this Proxy Statement:

What am I voting on?

The election of a Class I director (Alphonse M. Lucchese) and the ratification of the amendment of the Company’s 2004 Stock Option Plan, which increased the number of shares of common stock available for issuance under the plan from 500,000 to 1,100,000 (which ratification will permit the issuance of incentive stock options with respect to such 600,000 additional shares in addition to the issuance of non-qualified options which are already permitted under the amended plan).

Who is entitled to vote?

Stockholders of record as of the close of business on May 17, 2005 (the “Record Date”), are entitled to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of the Company’s common stock held by the stockholder on the Record Date.

How do I vote?

You may sign and date each paper proxy card you receive and return it in the prepaid envelope. If you return your signed proxy but do not indicate your voting preferences, we will vote on your behalf FOR the nominee for director and all proposals as specified in this Proxy Statement.

How may I revoke or change my vote?

You have the right to revoke your proxy any time before the meeting by (i) notifying the Company’s Corporate Secretary, or (ii) returning a later-dated proxy. You may also revoke your proxy by voting in person at the Annual Meeting.

What does it mean if I receive more than one proxy card?

It may mean that you are the registered holder of shares in more than one account. Sign and return all proxy cards to ensure that all your shares are voted. You may call Continental Stock Transfer & Trust Company at 1-800-509-5586 ext 520 if you have any questions regarding the share information or your address appearing on the paper proxy card.

Who will count the votes?

It is anticipated that Caroline Kahl, Corporate Counsel and Secretary of the Company, or an employee of the Company’s transfer agent will tabulate the votes and act as the independent inspector of election.

What constitutes a quorum?

A majority of the outstanding shares present or represented by proxy, of the Company’s common stock constitutes a quorum for the Annual Meeting. As of the Record Date, 4,779,340 shares of the Company’s common stock, $.001 par value per share (the “Common Stock”), were issued and outstanding.

How many votes are needed for the election of the Class I Director?

The Class I director will be elected by a plurality of the votes cast at the Annual Meeting, meaning the nominee receiving the highest number of votes will be elected as director. Only votes cast for a nominee will be counted, except that a properly executed proxy that does not specify a vote with respect to director nominees will be voted for the nominee whose name is printed on the proxy card (Alphonse M. Lucchese). Abstentions and broker non-votes (as described below) will have no effect on the election of the Class I director.

How many votes are needed for the ratification of the amendment to the Company’s 2004 Stock Option Plan, which increased the number of shares of Common Stock available for issuance under the plan from 500,000 to 1,100,000?

The affirmative vote of the holders of more than 50% of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote at the Annual Meeting is required for such ratification. Broker non-votes will not be treated as entitled to vote on this matter and will therefore have no effect on this proposal.

What is a “broker non-vote”?

A “broker non-vote” occurs when a broker submits a proxy that does not indicate a vote for some of the proposals because the broker has not receive instructions from the beneficial owners of how to vote on such proposals and does not have discretionary authority to vote in the absence of instructions.

Where will the Annual Meeting by held?

The Annual Meeting will be held at the Harvard Club of New York City located at 35 West 44^th Street, New York, New York 10036 on Friday, June 24, 2005, at 9:30 a.m. local time.

OUTSTANDING STOCK AND VOTING RIGHTS

Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were issued and outstanding 4,779,340 shares of Common Stock, the Company's only class of voting securities. Each share of Common Stock entitles the holder thereof to cast one vote on each matter submitted to a vote at the Annual Meeting.

VOTING PROCEDURES

At the Annual Meeting, the nominee for election as the Class I director who receives the highest number of affirmative votes of shares entitled to vote in person or by proxy will be elected as such director, provided a quorum is present. All other matters to come before the Annual Meeting will be decided by the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting and entitled to vote on the matter presented in person or by proxy, provided a quorum is present. A quorum is present if at least a majority of the shares of Common Stock outstanding as of the Record Date are present in person or represented by proxy at the Annual Meeting. It is currently anticipated that votes will be counted and certified by an Inspector of Election who is currently expected to be the Company’s Corporate Secretary or an employee of the Company’s transfer agent. In accordance with Delaware law, abstentions and “broker non-votes” will be treated as present for purposes of determining the presence of a quorum. For purposes of determining approval of a matter presented at the meeting, abstentions will be deemed present and entitled to vote and will, therefore, have the same legal effect as a vote "against" a matter presented at the meeting. Broker non-votes will be deemed not entitled to

vote on the subject matter as to which the non-vote is indicated. Broker non-votes will have no legal effect on the vote with respect to the election of the Class I director or the proposal to ratify the amendment of the Company’s 2004 Stock Option Plan as described herein or on any other matter requiring the affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting.

The officers of the Company who, in the aggregate, owned approximately 49.6% of the outstanding shares of Common Stock of the Company on the Record Date, have indicated their intent to vote their shares in favor of the nominee for Class I director nominated by the Company and the proposal to ratify the amendment to the 2004 Stock Option Plan.

The enclosed proxies will be voted in accordance with the instructions thereon. Unless otherwise stated, all shares represented by such proxy will be voted as instructed. Proxies may be revoked as noted above.

The entire cost of soliciting proxies, including the costs of preparing, assembling, printing and mailing this Proxy Statement, the proxy and any additional soliciting material furnished to stockholders, will be borne by the Company. Arrangements will be made with brokerage houses, banks and other custodians, nominees and fiduciaries to send proxies and proxy materials to the beneficial owners of stock, and the Company expects to reimburse such persons for their reasonable out-of-pocket expenses. Proxies may also be solicited by directors, officers or employees of the Company in person or by telephone, telegram or other means. No additional compensation will be paid to such individuals for these services.

PROPOSAL I

TO ELECT A CLASS I DIRECTOR TO SERVE UNTIL THE 2008 ANNUAL MEETING

The Company’s Amended and Restated Certificate of Incorporation provides that the Board of Directors of the Company is divided into three classes (Class I, Class II and Class III). At each Annual Meeting of Stockholders, directors constituting one class are elected for a three-year term. At this year’s Annual Meeting of Stockholders, one (1) Class I director will be elected to hold office for a term expiring at the Annual Meeting of Stockholders to be held in 2008. Based upon the review of and recommendation by the Company’s Nominating and Corporate Governance Committee, the Board of Directors has nominated Alphonse M. Lucchese to serve as its Class I director.

The Class I director will be elected to serve until a successor is elected and qualified or until the director’s earlier resignation or removal.

At this year’s Annual Meeting, the proxies granted by stockholders will be voted individually for the election, as a director of the Company, of the person listed below, unless a proxy specifies that it is not to be voted in favor of the nominee for director. In the event the nominee listed below shall be unable to serve, it is intended that the proxy will be voted for such other nominee as is designated by the Board of Directors. The person named below has indicated to the Board of Directors that he will be available to serve.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEE SPECIFIED BELOW.

The following table sets forth the name, age and principal occupation of the nominee for election at this Annual Meeting of Stockholders and the length of continuous service as a director of the Company:

CLASS I DIRECTOR

(Nominee to be elected at the Annual Meeting)

(New Term Expires in 2008)

Name of Nominee

Age

Principal Occupation and Other Information

Alphonse M. Lucchese

Mr. Lucchese has been a director of the Company since October 2004 and is a member of its Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. He served as president and chief executive officer of Concerto Software, Inc. (formerly Davox Corporation), a provider of contact center solutions that helps companies better manage customer interactions via voice, email, the Internet and fax, from July 1994 until November 2000 and as its chairman of the board from July 1994 until March 2004. He served as president and chief executive officer of Iris Graphics, Inc, a manufacturer of color ink jet printers, from April 1987 until July 1994. Mr. Lucchese was awarded an honorary doctorate’s degree, and received a bachelor of science degree in accounting, from Bentley College.

The following is similar information with respect to incumbent Class II and Class III directors who are not nominees for election at the Annual Meeting:

CLASS II DIRECTORS

(Term Expires in 2006)

Name of Director

Age

Principal Occupation and Other Information

Douglas G. Lockie

Mr. Lockie, a co-founder of the Company, has been a director of the Company, and served as president and chief technology officer of the Company, since its formation in January 2004. Prior to joining the Company, Mr. Lockie founded Endgate Corporation (which became Endwave Corporation in 1999), a leading component manufacturer for microwave and millimeter wave products, in August 1991. Mr. Lockie was executive vice president of Endgate/Endwave from 1993 until August 2003 and a member of the board of directors of Endgate/Endwave from August 1991 until July 2000. He served as vice president and general manager of Endgate from 1991 until 1993. He also co-founded Pacific Monolithics, Inc., a company that built microwave GaAs Ics and subsystems; worked for Watkins-Johnson Company, a company that manufactures semiconductor equipment and wireless communication products; and served as an officer in the U.S. Air Force working as an avionics engineer for the F-15 Eagle Fighter Program. Mr. Lockie is a nationally respected expert in millimeter wave technology. He has co-authored ten patents in the field of microwave and millimeter wave communications components and systems. He was a member of the FCC rulemaking committee for LMDS and has served on the FCC Spectrum Application Panel. Mr. Lockie has been instrumental in introducing gallium arsenide microwave circuitry into airborne radar (the F-15) and missile systems (AIM-120 AMRAAM). He designed the millimeter wave payload for the Teledesic Satellite Phase I system (at that time Calling Communications Corporation). He has led or contributed significantly to the development of microwave and millimeter wave radios at 12, 15, 18, 23, 28, 38 and 60 GHz. He is presently chair of the Wireless Communication Association “Above 60 GHz Spectrum Initiative.” Mr. Lockie received a bachelor of science degree in electrical engineering from Montana State University.

Name of Director

Age

Principal Occupation and Other Information

David A. Buckel

Mr. Buckel, a certified management accountant, has been a director of the Company since October 13, 2004 and currently serves as chairman of the Company’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. He has served as chief financial officer of Internap Network Services Corporation (Amex: IIP), a company that provides route control technology and offers high-performance IP solutions for business-critical applications, since May 2004 and served as its financial vice president from July 2003 until May 2004. Prior thereto, he served as senior manager and president of AJC Finance and Market Group, a corporate acquisition consulting group, from November 2002 until June 2003. He also served as senior vice president and chief financial officer of Interland, Inc., a web hosting and online services company, from March 2001 until November 2002. Mr. Buckel served as senior vice president and chief financial officer of Applied Theory Corporation, an internet services company, from 1995 until March 2001. Mr. Buckel received his master in business administration degree in finance and operations management from Syracuse University and bachelor of science degree in accounting from Canisius College.

CLASS III DIRECTORS

(Term Expires in 2007)

Name of Director

Age

Principal Occupation and Other Information

Louis S. Slaughter

Mr. Slaughter, a co-founder of the Company, has been the chairman of the Board of Directors and chief executive officer of the Company since its formation in January 2004 and its acting chief financial officer since January 13, 2005. Prior to founding the Company, Mr. Slaughter served from June 2001 until September 2003, as the president, chief executive officer and founder of Loea Corporation, a producer of millimeter wave transceivers. From September 2000 until June 2001, Mr. Slaughter provided consulting services to several companies, including Trex Enterprises Corporation, the parent company of Loea. From March 1996 until August 2000, he served as the president, chief executive officer and co-founder of True Technology, Inc., a company providing test instrument systems to the medical device industry. From 1989 until 1995, Mr. Slaughter served as president, at different times, of three of Thermo Electron Corporation’s subsidiaries. Thermo Electron is a provider of high-tech instruments, scientific equipment, services

and software solutions. Prior thereto, he served as chief financial officer of several subsidiaries of Bechtel Investments, Inc. Mr. Slaughter holds a bachelor of engineering degree in mechanical engineering from the University of New South Wales, Australia and a masters in business administration degree from the Harvard Business School.

General Merrill A. McPeak

General McPeak has been a director of the Company since October 13, 2004 and is currently a member of the Company’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. He has served as president of McPeak and Associates, a management consulting firm, since 1995. General McPeak entered the U.S. Air Force in 1957 and served in various positions throughout his tenure. From October 1990 until October 1994, he was Chief of Staff of the U.S. Air Force. He also served as Commander-in-Chief, Pacific Air Forces, from 1988 until 1990, Commander, Twelfth Air Force, from 1987 until 1988 and Deputy Chief of Staff, Programs and Resources, from 1985 until 1987. He serves as director of Tektronix, Inc., Health Sciences Group, Inc., Del Global Technologies Company and several private companies. He received a bachelor of arts degree in economics from San Diego State College and a master of science degree in international relations from George Washington University.

Executive Officers

The following is information with respect to the Company’s officers who are not directors or nominees for director:

Thomas P. Wetmore, 60, has served as the Company’s senior vice president of sales and marketing since its inception. From October 2001 until December 2003, he was a consultant to numerous companies, including Loea Corporation and Lightbridge Corporation, a leading wireless information services company. From September 2000 until September 2001, he was director of strategic sales and alliance for Netigy Corp., a consulting company that specialized in optimizing the performance and security of solutions based on managed intranet and extranet infrastructures. Mr. Wetmore founded an e-commerce clearing house company, Itche.com, in October 1999. He served as vice president, strategic relations of Itche.com until August 2000. From 1991 until September 1999, Mr. Wetmore served in various positions, including most recently as vice president, wireless sales, at EDS Communications Industry Group, a strategic business unit of EDS, a company that provides a broad portfolio of business and technology solutions internationally. Mr. Wetmore received a bachelor of science degree in marketing from Syracuse University.

D. Duane Butler, 48, has served as the Company’s vice president of link operations since June 2004. Prior thereto, he served as senior vice president - network engineering from October 1999 until January 2004 and as vice president - network operations from September 1995 until October 1999 of Fidelity Investments, a mutual fund company. From 1979 until 1995, he served as manager - SABRE networks, formerly a division of American Airlines. Mr. Butler received a bachelor of science degree in business from Northeastern Oklahoma State University.

Don E. Peck, 57, has served as the Company’s vice president of engineering since June 2004. Prior thereto, he served as director, RF-micro-millimeter wave engineering and RF manufacturing technologies from January 2001 until May 2004 and director, microwave components from August 1996 until December 2000, of Harris Corporation, an international communications equipment company focused on providing product, system, and service solutions for commercial and government customers. From 1980 until 1996, he held various positions at Watkins-johnson Company, a company that manufactures semiconductor equipment and wireless communication products. At Watkins-johnson, Mr. Peck led the team that engineered and then transitioned to production of the AIM-120 AMRAAM missile front end. Mr. Peck received a bachelor of science degree in electrical engineering and a master of science degree in electrical engineering from the University of Illinois and the degree of electrical engineer (professional degree) from the University of Michigan.

Caroline Baldwin Kahl, 48, has served as the Company’s vice president, corporate counsel and secretary since November 2004. In April 2003, Ms. Kahl co-founded a privately-held woman-owned enterprise providing engineering, installation and commissioning services to wireline and wireless telecommunications companies. From February 2000 to March 2003, Ms. Kahl served as vice president, general counsel and secretary of P-Com, Inc., a developer and manufacturer of microwave and millimeter wave radios. From August 1994 until February 2000, she served as general counsel with P-Com Network Services, Inc., a wireless telecommunications installation and service company, and its predecessor company, Columbia Spectrum Management, a consulting firm providing wireless engineering and program management services to the personal communications services industry. She practiced law in the Washington, D.C. offices of Bryan Cave, LLP from August 1986 until August 1994. Ms. Kahl received her juris doctorate decree from Catholic University and a bachelor of arts degree with high honors from Connecticut College.

Other key personnel

Robert A. Sutherland, 50, has served as the Company’s director of engineering since January 2004. Mr. Sutherland was a consultant for numerous companies from October 2003 until he joined the Company. Prior thereto, Mr. Sutherland served as principal engineer for BitBlitz Communications Inc., a semiconductor company building integrated circuits for the fiber-optic market, from September 2002 until October 2003. Mr. Sutherland was a member of the technical staff responsible for the RF portion of a design for tracking services for Wheels of Zeus, Inc., a company developing a wireless network combining global positioning system and wireless technologies, from February 2002 until August 2002. He served as senior systems engineer for Blaze Networks, Inc., a fiber-optic transceiver company specializing in coarse wavelength division multiplexing solutions, from August 1999 until February 2002. He co-founded Ashtech, Inc., a company that produced global positioning system equipment, and served as its senior RF engineer. He also served as senior RF engineer for MicroUnity Systems Engineering, Inc., a

semiconductor company, and senior RF engineer for Trimble Navigation Ltd., a company that produces global positioning system technology. With an extensive background in signal processing and microwave design, Mr. Sutherland has worked in several fields including coarse wavelength division multiplexer optical transceivers, cable modems, global positioning systems, and electronic warfare. Mr. Sutherland holds three patents in the field of signal processing. Mr. Sutherland received a bachelor of science degree in electrical engineering from the University of California at Berkeley.

Scott Wetenkamp Ph.D, 56, has served as an engineering consultant to the Company since February 2004. Dr. Wetenkamp has served as president of SCEAN, a sole proprietor consulting company, since September 1986. From May 1999 until December 2001, he served as vice president of Micro Lambda Wireless, Inc., a microwave sources company. Prior thereto, he served as a senior member of the technical staff of Pacific Monolithics, Inc., a company that built microwave GaAs Ics and subsystems, from 1991 until 1993. He is vice chair of the 2006 International Microwave Symposium for the Microwave Theory and Techniques Society of the Institute of Electrical and Electronics Engineers and serves on the administrative committee of the Microwave Theory and Techniques Society of the Institute of Electrical and Electronics Engineers. He holds one patent in the field of microwave power detection. Mr. Wetenkamp received a bachelor of science degree, a master of science degree and a doctorate degree, all in electrical engineering and from the University of Illinois.

Director Independence

Although the Company’s securities are listed on the OTC Bulletin Board and are not listed on the Nasdaq Stock Market, the Board of Directors has determined that a majority of the Company’s directors should meet the independence requirements of the Marketplace Rules of the NASD applicable to companies whose securities are quoted on Nasdaq. The Board has determined that Messrs. Buckel, Lucchese and McPeak meet the director independence requirements of the NASD Marketplace Rules, including Rule 4200(a)(15), applicable to companies whose securities are quoted on Nasdaq. In making determinations regarding a director’s independence, the Board considers all relevant facts and circumstances, including the director’s commercial, banking, consulting, legal, accounting, charitable and familial relationships, and such other criteria as the Board may determine from time to time.

Meetings of Directors

The Board of Directors held one meeting, and took action by unanimous written consent in lieu of a meeting 13 times, during the fiscal year ended December 31, 2004.

Committees of the Board of Directors

The Board of Directors maintains an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. Each of these committees is comprised solely of persons who meet the definition of an independent director under the NASD Marketplace Rules applicable to companies whose securities are quoted on Nasdaq. Each of these committees has adopted a charter, none of which are currently available on the Company’s website. The Charter of the Audit Committee is attached hereto as Appendix A, the charter of the Nominating and Corporate Governance Committee is attached hereto as Appendix B and the charter of the Compensation Committee is attached hereto as Appendix C. The functions of each of the Board committees are described below.

Audit Committee. The Audit Committee makes recommendations concerning the engagement of the Company’s independent registered public accounting firm, reviews with the independent registered public accountants the scope and results of the audit engagement, approves professional services provided by the independent public accountants, reviews the independence of the independent registered public accountants, considers the range of audit and non-audit fees, oversees financial reporting and reviews the adequacy of the Company’s internal accounting controls. Mr. Buckel has been designated the Audit Committee’s financial expert under applicable SEC rules and NASD Marketplace Rules. The Audit Committee met one time in 2004 following the consummation of the Company’s initial public offering in October 2004. The current members of the Audit Committee are:

David A. Buckel, Chairman

General Merrill A. McPeak

Alphonse M. Lucchese

Nominating and Corporate Governance Committee. The Nominating and Corporate Goverance Committee, among other things, assists the Board in identifying individuals qualified to become Board members and recommends director nominees to the Board for selection. In 2004, the Nominating and Corporate Governance Committee did not meet, having first been established upon consummation of the Company’s initial public offering in October 2004. The Nominating and Corporate Governance Committee will consider qualified nominees for the Company’s Board of directors recommended by stockholders of the Company who follow the procedures set froth under the caption “Stockholder Proposals for Next Annual Meeting.” The current members of the Nominating and Corporate Governance Committee are:

David A. Buckel, Chairman

General Merrill A. McPeak

Alphonse M. Lucchese

Compensation Committee. The Compensation Committee is responsible for developing and making recommendations to the Board with respect to compensation of the Company’s executive officers and administers the Company’s 2004 Stock Option Plan. In 2004, the Compensation Committee did not meet, having first been established upon consummation of the Company’s initial public offering in October 2004. The current members of the Compensation Committee are:

David A. Buckel, Chairman

General Merrill A. McPeak

Alphonse M. Lucchese

Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct that applies to all of its directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Copies of the Code of Ethics and Business Conduct can be obtained, without charge, upon written request to the Company’s Corporate Secretary at GigaBeam Corporation, 470 Springpark Place, Suite 900, Herndon, Virginia 20170.

Communications with the Board

The Board of Directors has established a process for stockholders to send communications to the Board of Directors. Stockholders may communicate with the Board of Directors individually or as a group by writing to: The Board of Directors of GigaBeam Corporation, c/o Corporate Secretary, 470 Springpark Place, Suite 900, Herndon, Virginia 20170. Stockholders should identify their communication as being from a stockholder of the Company. The Corporate Secretary may require reasonable evidence that the communication or other submission is made by a stockholder of the Company before transmitting the communication to the Board of Directors.

Consideration of Director Nominees

Stockholders of the Company wishing to recommend director candidates to the Company’s Nominating and Corporate Governance Committee must submit their recommendations in writing to such committee, c/o Corporate Secretary, 470 Springpark Place, Suite 900, Herndon, Virginia 20170. See “Stockholder Proposals for the 2006 Annual Meeting of Stockholders” at the end of this Proxy Statement for the procedures and guidelines to be followed by stockholders wishing to recommend one or more nominees for director at the Annual Meeting of Stockholders to be held in 2006.

Director Compensation

The Company’s directors who are also employees do not receive any additional compensation for their services as directors. During the year ended December 31, 2004, the Company’s non-employee directors each received $1,000 for their services as directors and were reimbursed for reasonable travel expenses in attending meetings. For fiscal year 2005, the Company expects that its non-employee directors will receive up to $1,000 for each Board of Directors meeting attended and reimbursement for reasonable travel expenses in attending meetings.

In connection with their appointment to the Board of Directors Messrs. Buckel, Lucchese and McPeak were each granted stock options to purchase 45,000 shares of Common Stock at an exercise price of $5.05 and vesting one-third per year over three years, and subject to 100% vesting commencing six months after a change of control as defined in the stock option agreements.

Executive Compensation

Summary Compensation Table

The following table discloses for the periods presented the compensation for the person who served as the Company’s Chief Executive Officer and for each of the Company’s other executive officers whose total individual compensation exceeded $100,000 for the Company’s fiscal year ended December 31, 2004 (the “Named Executives”):

	Annual Compensation		Long-Term Compensation Awards
Name and Principal Position	Years	Salary	Securities Underlying Options (#)
Louis S. Slaughter, Chief Executive Officer	2004	$240,384	—
Douglas G. Lockie, President, Chief Technical Officer	2004	$216,346	—
Thomas P. Wetmore, Senior Vice President of Sales and Marketing	2004	$176,923	—
Don E. Peck, Vice President of Engineering	2004	$103,173	57,200(1)

———————

(1)

Mr. Peck also received an option to purchase 57,200 addition shares of Common Stock in May 2005 with an exercise price of $7.15 per share.

None of the Named Executives received any long-term compensation awards since the Company’s formation in January 2004 except as noted in the table above.

Option Grants in 2004

The following table discloses the options granted to each of the Named Executives in 2004:

Name	Number of Securities Underlying Options Granted	% of Total Options Granted to Employees in Fiscal Year	Individual Grant
Name	Number of Securities Underlying Options Granted	% of Total Options Granted to Employees in Fiscal Year	Exercise Price ($/Sh)	Expiration Date
Louis S. Slaughter	—	—	—
Douglas G. Lockie	—	—	—	—
Thomas Wetmore	—	—	—	—
Don E. Peck	57,200(1)	19.2%	$5.05	04/29/14

———————

(1)

This option vests in four equal installments of 25% on each of April 29, 2005, 2006, 2007 and 2008, subject to forfeiture under certain conditions and 100% vesting commencing six months after a change of control as defined in the stock option agreement.

Aggregated Option Exercises In Last Fiscal

Year And Fiscal Year-End Option Values

The following table discloses the options that were exercised by the Named Executives in 2004 and the value of the remaining unexercised options at December 31, 2004.

Shares
Acquired

Value
Realized

Number of Securities Underlying
Unexercised Options at
December 31, 2004

Value of Unexercised
in-the-Money Options at
December 31, 2004 (1)

Name

On Exercise

($)

Exercisable

Unexercisable

Exercisable

Unexercisable

Don E. Peck

—

$ —

—

57,200

$ —

$111,540

_______________

(1)

The value of each option is based on $7.00, the last reported sales price of the Common Stock reported by the OTC Bulletin Board on December 31, 2004, less the exercise price payable for such shares.

Employment Agreements

On October 13, 2004, the Company’s employment agreements with Messrs. Slaughter, Lockie and Wetmore became effective. The Company’s employment agreement with Mr. Peck commenced in May 2004. Each employment agreement establishes, among other things, base salary levels at amounts designed to be competitive with executive positions at similarly situated companies. Under their employment agreements, Messrs. Slaughter, Lockie, Wetmore and Peck are entitled to receive annual base salaries of $250,000, $225,000, $200,000 and $185,000, respectively. These annual base salaries will be reviewed annually and may be increased by the Board of Directors or the Board’s Compensation Committee. In addition to their base salaries, each executive is eligible to participate in any bonus plans or incentive compensation programs that the Company may establish from time to time.

The Company may be obligated to make severance payments to these executives under their employment agreements. Pursuant to their employment agreements, the Company may terminate the agreements for cause at any time and without cause upon 30 days written notice. Any of these executives may terminate his employment agreement for good reason, upon 60 days written notice, if his duties are substantially altered or reduced, his salary is reduced or the Company materially breaches his agreement. If the Company terminates the employment of the executive without cause or if the executive terminates his agreement for good reason, the Company must pay the executive his base salary for a severance term of eighteen months in the case of Messrs. Slaughter and Lockie and twelve months in the case of Messrs. Wetmore and Peck; provided, however, that in order to receive the severance payment, the executive officer must sign a general release.

Each of the employment agreements contains restrictive covenants to protect the Company for non-competition, non-solicitation/non-piracy and non-disclosure during the term of the agreement and for a period of two years after its termination or expiration and requires the Company to indemnify the executive for liability incurred as a result of acts performed by him in his capacity as an officer of the company, including reasonable legal expenses.

Compensation Committee Interlocks and Insider Participation

During 2004, none of the executive officers of the Company served on the board of directors or the compensation committee of any other entity, any of whose officers serves on the Company’s Board of Directors or Compensation Committee.

Report on Executive Compensation

Except as set forth below, compensation of the Company’s executive officers for the fiscal year ended December 31, 2004 was determined by the Board of Directors. Any changes to the compensation of the Company’s existing executive officers or compensation arrangements for new executive officers will be determined by the Board of Directors, based on the recommendations of the Compensation Committee.

There is no formal compensation policy for the Company’s executive officers. Total compensation for executive officers consists of a combination of salaries, bonuses and stock option awards, and, as described earlier under “Employment Agreements,” for most of the Company’s executive officers, their compensation is subject to the terms of employment agreements between each of such officers and the Company.

Base Salary. In determining the salaries of its executive officers, the Board reviewed the salaries of executive officers for reasonableness based on job responsibilities and a review of compensation practices for comparable positions at corporations which compete with the Company in its business or are of comparable size and scope of operations. In determining the base salaries of certain of the Company's executives, the Company's performance and growth plans were also considered. The Board of Directors’ compensation decisions have been, and the Compensation Committee’s recommendations to the Board of Directors will be, based primarily on informal judgments reasonably believed to be in the best interests of the Company.

Bonuses. During the fiscal year ended December 31, 2004, no bonuses were awarded. The Compensation Committee will recommend bonuses based on the Company’s overall performance, profitability, working capital management and other qualitative and quantitative measurements, including individual performance goals based upon the Company’s budget and financial objectives. In determining the amount of bonuses awarded, the Compensation Committee will consider the Company’s revenues and profitability for the applicable period and the executive’s contribution to the success of the Company.

Stock Options and Other Stock-based Awards. Stock option awards and other stock-based awards are intended to attract, retain and motivate personnel by affording them an opportunity to receive additional compensation based upon the performance of the Company's Common Stock. The size, grant and type of actual awards is determined by the Board of Directors (and will, in the future, be based on recommendations by the Compensation Committee) on an individual basis, taking into account the individual’s role in the Company and standard principals of reward, retention and recognition to which option grants are geared. The size of actual awards granted to individual executives is and will be subjective, after taking into account the relative responsibilities and contributions of such employees.

	BOARD OF DIRECTORS
	Louis S. Slaughter
	Douglas G. Lockie
	David A. Buckel
	Merrill A. McPeak
	Alphonse M. Lucchese

Voting Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Common Stock, based on information provided by the persons named below in publicly available filings, as of the Record Date:

each of the Company’s directors and Named Executives;

all directors and executive officers of the Company as a group; and

each person who is known by the Company to beneficially own more than five percent of the outstanding shares of Common Stock.

Unless otherwise indicated, the address of each beneficial owner is care of GigaBeam Corporation, 470 Springpark Place, Suite 900, Herndon, Virginia 20170. Unless otherwise indicated, the Company believes that all persons named in the following table have sole voting and investment power with respect to all shares of Common Stock that they beneficially own.

For purposes of this table, a person is deemed to be the beneficial owner of the securities if that person has the right to acquire such securities within 60 days as of the Record Date upon the exercise of options or warrants. In determining the percentage ownership of the persons in the table below, we assumed in each case that the person exercised all options and warrants which are currently held by that person and which are exercisable within such 60 day period, but that options and warrants held by all other persons were not exercised, and based the percentage ownership on 4,779,340 shares outstanding on the Record Date.

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percent of Ownership of Common Stock

Louis S. Slaughter	1,095,495	(1)	22.9 %
Douglas G. Lockie	1,081,995		22.6 %
Thomas P. Wetmore	172,500		3.6 %
Don E. Peck	14,300	(2)	*
David A. Buckel	-0-	(3)	-0-
Alphonse M. Lucchese	-0-	(3)	-0-
Merrill A. McPeak	7,500	(4)	*
Ameristock Corp.,Wainwright Holdings, Inc.
and Nicolas D. Gerber	595,050	(5)	12.5 %
Harvey Silverman	520,172	(6)	10.9 %
Edward S. Gutman	343,864	(7)	6.7 %
All directors and executive officers
as a group (9 persons)	2,386,090	(8)	49.6 %

———————

* Less than 1%

(1)

Includes 150,000 shares of common stock held by Bittersweet Holdings LLC.

(2)

Includes 14,300 shares underlying options that are exercisable within sixty days of the Record Date. Does not include 100,100 shares underlying options that are not exercisable within 60 days as of the Record Date.

(3)

Does not include 45,000 shares underlying options that are not exercisable within 60 days as of the Record Date.

(4)

Includes 5,000 shares underlying warrants. Does not include 45,000 shares underlying options that are not exercisable within 60 days as of the Record Date.

(5)

According to a Schedule 13G filed by Ameristock Corporation, Wainwright Holdings Inc. and Nicholas D. Gerber filed with the SEC on October 29, 2004, the shares of common stock reported herein as beneficially owned are owned directly by Ameristock Corporation, an investment adviser, for its own account. Because Ameristock Corporation is a wholly-owned subsidiary of Wainwright Holdings, Inc., Wainwright Holdings, Inc. beneficially owns the shares of common stock of GigaBeam Corporation directly owned by Ameristock Corporation. In addition, because Mr. Gerber is a 42% shareholder of Wainwright Holdings, Inc. (jointly, with his spouse) and may exercise investment power with respect to the shares of common stock of GigaBeam Corporation owned by Ameristock Corporation, Mr. Gerber may be deemed to beneficially own the shares of common stock owned by Ameristock Corporation. Mr. Gerber expressly disclaims such beneficial ownership, except to the extent of his indirect pecuniary interest. The address of Ameristock is post office box 6919, Morago, CA 94570. The address of Wainwright Holdings, Inc. is 103 Foulk Road, Suite 202, Wilmington, DE 19803. The address of Nicholas D. Gerber is post office box, Morago, CA 94570.

(6)

According to a Schedule 13G filed by Mr. Silverman with the SEC on March 22, 2005, of the 520,172 shares beneficially owned by him: (i) 116,600 shares are owned by Silverman Partners, LP, a limited partnership of which he is general partner (“SP”); (ii) 189,286 shares are issuable to SP upon exercise of warrants owned by it; (iii) 89,286 shares are issuable to Silverman Partners Class D L.P. (“SPD”), a limited partnership of which Mr. Silverman is general partner, upon the exercise of warrants owned by it; (iv) 62,500 shares are issuable upon conversion of a promissory note owned by SP and (v) 62,500 shares are issauble upon conversion of a promissory note owned by SPD. The business address of Mr. Silverman is c/o Silverman Partners, LP, 888 Seventh Avenue, New York, NY 10106.

(7)

According to a Schedule 13G filed by Mr. Gutman with the SEC on March 22, 2005, of the 343,864 shares owned by him: (i) 20,000 shares are owned by him individually; (ii) 155,714 shares are issuable to him upon exercise of warrants owned by him; (iii) 25,000 shares are issuable upon conversion of promissory notes issued to him; (iv) 1,700 shares are owned by the Gutman Family Foundation (the “Foundation”). Mr. Gutman is the President of the Foundation. As President, Mr. Gutman has sole dispositive and voting power over the shares held by the Foundation; (v) 70,914 shares are issuable to the Foundation, upon exercise of warrants owned by it; (vi) 25,000 shares are issuable to the Foundation upon conversion of a promissory note issued to it; (vii) 26,786 shares are issuable to the HRG Trust, a trust for the benefit of Mr. Gutman’s adult children and for which investment decisions are directed by him (“HRG Trust”), upon exercise of warrants and (viii) 18,750 shares are issuable to the HRG Trust upon conversion of a promissory note issued to it by the Company. Mr. Gutman’s address is 888 Seventh Avenue, 17th Floor, New York, NY 10106.

(8)

Includes 5,000 shares of common stock underlying warrants and 28,600 shares that are issuable upon the exercise of options that are exercisable within 60 days as of the Record Date. Does not include 318,000 shares underlying options that are not exercisable within 60 days as of the Record Date.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires certain officers and directors of the Company, and any persons who own more than 10% of the Common Stock outstanding to file forms reporting their initial beneficial ownership of shares and subsequent changes in that ownership with the Securities and Exchange Commission and the NASDAQ Stock Market. Officers and directors of the Company, and greater than 10% beneficial owners are also required to furnish the Company with copies of all such Section 16(a) forms they file.

Based solely on a review of the copies of the forms furnished to the Company, the Company believes that during the 2004 fiscal year, its officers, directors and 10% beneficial owners complied with all section 16(a) filing requirements.

Securities Authorized for issuance under Equity Compensation Plans

The following table details information regarding the Company’s existing equity compensation plans as of December 31, 2004:

Equity Compensation Plan Information

	Number of Securities to be Issued Upon Exercise of Outstanding Options	Weighted- Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Column (a))
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by security holders(1)	462,300	$	5.033	37,700
Equity compensation plans not approved by security holders(2)(3)	410,760	$	4.250	-0-
Total	873,060	$	—	37,700

________________

(1)

At December 31, 2004, under the Company’s 2004 stock option plan, there were no options exercisable to purchase shares of the Company’s Common Stock, there were 462,300 options granted but not yet exercisable and 37,700 share of common stock eligible for future grant.

(2)

At December 31, 2004, under non-plan options, there were options currently exercisable to purchase 23,752 shares of common stock and options granted but not yet exercisable to purchase 201,258 shares of common stock. At December 31, 2004, there were warrants currently exercisable to purchase 40,750 shares of common stock and warrants issued but not yet exercisable to purchase 145,000 shares of common stock.

(3)

Does not include the 600,000 increase in shares available under the 2004 stock option plan approved by the Compensation Committee in March 2005.

2004 Stock Option Plan

The purpose of the Company’s 2004 Stock Option Plan (“Plan”) is to provide additional incentives to the Company’s officers, other key employees, directors and important consultants by encouraging them to invest in shares of Common Stock, and thereby acquire a proprietary interest in the Company and an increased personal interest in the Company’s continued success and progress.

At December 31, 2004, the aggregate number of shares of Common Stock that could be issued under the Plan was 500,000. On March 25, 2005, the Compensation Committee of the Board of Directors approved an amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan from 500,000 to 1,100,000. Notwithstanding the foregoing, in the event of any change in the outstanding shares of Common Stock by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or similar circumstances as determined by the committee administering the Plan in its sole discretion, the aggregate number and kind of shares which may be issued under the Plan shall be appropriately adjusted in a manner determined in the sole discretion of the committee. Reacquired shares of Common Stock, as well as unissued shares, may be used for the purpose of the Plan. The shares of Common Stock subject to options, which have terminated unexercised, either in whole or in part, shall be available for future option grants under the Plan.

All of the officers and key employees of the Company are eligible to receive an option or options under the Plan. All directors of, and important consultants to the Company and any of the Company’s present or future parent or subsidiary corporations are also eligible to receive an option or options under the Plan. The individuals who receive an option or options shall be selected by the committee administering the Plan, in its sole discretion unless otherwise stipulated in the Plan. No individual may receive options under the Plan for more than 80% of the total number of shares of Common Stock authorized for issuance under the Plan.

As of December 31, 2004, options to purchase 462,300 shares of Common Stock were outstanding under the Plan. Accordingly, as of December 31, 2004, the total number of shares for which options could be granted under the Plan was 37,700.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company entered into a note and warrant purchase agreement, dated January 26, 2004 and amended on April 19, 2004, with Ameristock Corp., which became a principal stockholder of the Company upon the consummation of the Company’s initial public offering. Upon execution of the agreement, the Company received $1,000,000 in financing from Ameristock and issued to Ameristock a $1,000,000 convertible note and warrants to acquire 40,000 shares of Common Stock at an exercise price of approximately $.001 per share. The note is unsecured and accrues interest at a compounded rate of 10% per year.

On April 19, 2004, the Company entered into another note and warrant purchase agreement with Ameristock, which provided for its funding to the Company of $1,500,000 in four installments, including $900,000 in April 2004 and $200,000 in each of May, June and July 2004. The Company issued notes identical to those issued in connection with the January 2004 Ameristock financing to evidence all of these loans. In addition, the Company issued to Ameristock warrants to purchase 60,000 shares of Common Stock in connection with the April 2004 installment financing, all at an exercise price of approximately $.001 per share.

Upon consummation of the Company’s initial public offering, all $2,500,000 principal amount of the notes issued to Ameristock were automatically converted into an aggregate of 495,050 shares of Common Stock at the rate of $5.05 per share. All of the accumulated but unpaid interest accrued on these notes was paid in cash upon the consummation of the initial public offering and the Company used a portion of the proceeds from that offering to satisfy that obligation.

In connection with the Company’s $1.0 million bridge financing in September 2004, Ameristock guaranteed the Company’s repayment of the $1.0 million principal amount of bridge notes issued in such financing, which guarantee was secured by all of the shares of the Company’s Common Stock beneficially owned by Louis S. Slaughter, the chairman of the board and chief executive officer of the Company. Both Ameristock's guarantee and the pledge of shares securing it terminated upon the consummation of the initial public offering, as all of the bridge notes were repaid upon consummation of the initial public offering from the proceeds of that offering. In consideration for Ameristock's guarantee of the bridge notes the Company paid it $50,000.

In connection with a $2.5 million note financing completed by the Company in February 2005, each of Mr. Slaughter and Douglas A. Lockie, the Company’s president, personally pledged 540,993 of his shares of Common Stock as partial security for the Company’s obligations under the 8% senior convertible notes due January 2011 that were issued by the Company in that financing.

PROPOSAL II

RATIFICATION OF AMENDMENT TO 2004 STOCK OPTION PLAN

On March 25, 2005, upon the recommendation of the independent directors, the Board of Directors approved an amendment to the Plan increasing the number of shares of Common Stock available for issuance under the Plan from 500,000 to 1,100,000 (the “Amendment”).

Reasons for the Amendment

Under the Plan, of the 500,000 shares of Common Stock that were authorized under the Plan prior to the Amendment, only 42,900 shares were still available for future grant of options as of the date of the Amendment. The purpose of the Amendment was to provide sufficient shares for future option grants and stock-based awards to officers, employees, directors and independent consultants and contractors of the Company. Between the date of the Amendment and the Record Date, options to purchase 247,200 shares have been granted under the Plan. Thus, as of the Record Date, there were outstanding options to purchase a total of 704,300 shares of Common Stock and a total of 395,700 shares of Common Stock available for future grant of options under the Plan.

The Board believes that, to enable the Company to continue to attract and retain personnel of the highest caliber, provide incentive for officers, directors, employees and other key persons and to promote the well-being of the Company, it is in the best interest of the Company and its stockholders to provide to officers, directors, employees, independent consultants and contractors who perform services for the Company, through the granting of stock options, the opportunity to participate in the value and/or appreciation in value of the Company’s Common Stock. The Board has found that the grant of options under the Plan has proven to be a valuable tool in attracting, retaining and motivating key employees and consultants. Accordingly, the Board believes that the Plan, which provides the Board flexibility with respect to certain terms under which options may be granted, (a) provides the Company with significant means to attract and retain talented personnel, (b) results in cash savings, which otherwise would be required to maintain current employees and adequately attract and reward personnel and others who perform services for the Company, and (c) consequently, will prove beneficial to the Company’s ability to be competitive. The Company believes that there were not a sufficient amount of options available for future grant under the Plan prior to the Amendment.

While the Amendment increasing the number of shares of Common Stock available for issuance under the Plan from 500,000 to 1,100,000 was approved by the Board of Directors on March 25, 2005 and consequently went into effect as of such date, without the need for any further approval by stockholders or otherwise, until the Amendment is ratified by the Company’s stockholders at the Annual Meeting, only non-qualified stock options may be granted under the Plan with respect to the 600,000 additional shares of Common Stock approved for issuance under the Plan. Ratification of the Amendment by the Company’s stockholders is needed in order for the Company to satisfy requirements of the Internal Revenue Code of 1986, as amended (the “Code”), which require stockholder approval of such an amendment before any options granted with respect to the additional shares issuable under the Plan can be qualified as incentive stock options, to the extent so designated. Consequently, the affirmative vote of the

holders of a majority of the shares of Common Stock represented at the Annual Meeting and entitled to vote on such proposal with respect to the proposal to ratify the Amendment will permit the Company to issue both non-qualified stock options and incentive stock options with respect to the 600,000 additional shares issuable under the Plan. See “Certain Federal Income Tax Consequences of the Plan” below for a summary of the various federal income tax aspects applicable to incentive stock options and non-qualified stock options and the differences between the two. Stockholder approval is also needed for the Company to satisfy one of the conditions of Section 162(m) of the Code applicable to performance-based compensation.

Awards Under the 2004 Stock Option Plan

Information concerning options granted in 2004 to the Named Executives is set forth under “Executive Compensation – Option Grants in 2004” above. Options granted in 2004 were based on the number of shares available for grant under the Plan at the time of grant. As of the Record Date, the Company has not granted any restricted stock, deferred stock or other stock-based awards. The following table sets forth information regarding the 704,300 options granted under the Plan as of the Record Date.

Name and Position		Number of Shares Underlying Options
Louis S. Slaughter, Chairman of the Board, Chief Executive Officer, Treasurer and Assistant Secretary and acting Chief Financial Officer		-0-
Douglas G. Lockie, President, Chief Technology Officer and Director		-0-
Thomas P. Wetmore, Senior Vice President of Sales and Marketing		-0-
D. Duane Butler, Vice President of Link Operations		57,200
Don E. Peck, Vice President Engineering		114,400
Caroline Baldwin Kahl, Vice President, Corporate Counsel and Secretary		40,000
David A. Buckel, Director		45,000
Alphonse M. Lucchese, Director		45,000
General Merrill A. McPeak, Director		45,000
Executive Officers and Directors		346,600
Non-Executive Officer Director Group		135,000
Non-Executive Officer Employee Group		304,000
Advisors and consultants		53,700

On the Record Date, the last sale price of the Common Stock was $7.19 per share as reported on the OTC Bulletin Board. As of the Record Date, stock options for an aggregate of 704,300 shares were awarded under the Plan of which options to purchase an aggregate of 211,600 shares were awarded to executive officers at exercise prices ranging from $5.00 to $7.15 per share and options to purchase an aggregate of 135,000 shares were awarded to non-employee directors at an exercise price of $5.05 per share.

If the stockholders do not approve the ratification of the Amendment, the maximum number of shares issuable under the Plan will remain at 1,100,000 shares; however, the Company will not be able to grant incentive stock options with respect to the additional 600,000 shares approved by the Amendment.

Summary of the Plan

The following summary of the Plan, as currently in effect, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Plan, set forth as Appendix D to this Proxy Statement.

Subject to anti-dilution adjustments as provided in the Plan, (i) a total of 1,100,000 shares of Common Stock have been reserved for distribution pursuant to the Plan, and (ii) the maximum number of shares of Common Stock that may be issued to any individual participant under the Plan may not exceed 80% of the total shares of Common Stock authorized for issuance under the Plan during the term of the Plan.

The Plan may be administered by the Board or the Compensation Committee consisting of two or more members of the Board appointed by the Board. The Board or the Compensation Committee will determine, among other things, the persons to whom options will be granted, the type of options to be granted, the number of shares subject to each option and the exercise price. The Board or the Compensation Committee will also determine the term of each option, the restrictions or limitations thereon, and the manner in which each such option may be exercised. The Plan became effective on April 29, 2004 (the "Effective Date") and the Amendment became effective on March 25, 2005.

The Plan provides for the grant of “incentive stock options” (“Incentive Stock Options”), as defined in Section 422 of the Code, and for options not qualifying as Incentive Stock Options (“Non-Qualified Stock Options”). The Board or the Compensation Committee, as the case may be, shall determine those persons to whom stock options may be granted.

Incentive Stock Options granted pursuant to the Plan are nontransferable by the optionee during his lifetime. Options granted pursuant to the Plan will expire if not exercised within 10 years of the grant (five years in the case of Incentive Stock Options granted to an eligible employee owning stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or a parent or subsidiary of the Company immediately before the grant (“10% Stockholder”)), and under certain circumstances set forth in the Plan, may generally be exercised within three (3) months following termination of employment (one year in the event of death, retirement or disability of the optionee), unless the term of the option,

pursuant to the stock option agreement, expires earlier. Options may be granted to optionees in such amounts and at such prices as may be determined, from time to time, by the Board or the Compensation Committee. The exercise price of an Incentive Stock Option will not be less than the fair market value of the shares underlying the option on the date the option is granted, provided, however, that the exercise price of an Incentive Stock Option granted to a 10% Stockholder may not be less than 110% of such fair market value. The exercise price of a Non-Qualified Stock Option may not be less than such fair market value on the date of grant.

Under the Plan, the Company may not, in the aggregate, grant Incentive Stock Options that are first exercisable by any optionee during any calendar year (under all such plans of the optionee’s employer corporation and its “parent” and “subsidiary” corporations, as those terms are defined in Section 424 of the Code) to the extent that the aggregate fair market value of the underlying stock (determined at the time the option is granted) exceeds $100,000.

The Plan contains anti-dilution provisions authorizing appropriate adjustments in certain circumstances. Shares of Common Stock subject to options which expire without being exercised or which are cancelled as a result of the cessation of employment are available for further grants. No shares of Common Stock of the Company may be issued upon the exercise of any option granted under the Plan until the full option price has been paid by the optionee. The Board of Directors or the Compensation Committee may grant individual options under the Plan with more stringent provisions than those specified in the Plan.

Options become exercisable in such amounts, at such intervals and upon such terms and conditions as the Board of Directors or the Compensation Committee provides. Stock options granted under the Plan are exercisable until the earlier of (i) a date set by the Board of Directors or Compensation Committee at the time of grant or (ii) the close of business on the day before the tenth anniversary of the stock option’s date of grant (the day before the fifth anniversary in the case of an Incentive Stock Option granted to a 10% Stockholder). The Plan will remain in effect until all stock options are exercised or terminated. Notwithstanding the foregoing, no options may be granted on or after the tenth anniversary of the Effective Date.

Certain Federal Income Tax Consequences of the Plan

The following is a brief summary of the Federal income tax aspects of options granted made under the Plan based upon statutes, regulations and interpretations in effect on the date hereof. This summary is not intended to be exhaustive, and does not describe state or local tax consequences.

Incentive Stock Options. The optionee will recognize no taxable income upon the grant or exercise of an Incentive Stock Option. Upon a disposition of the shares of Common Stock received upon exercise of an Incentive Stock Option after the later of two years from the date of grant and one year after the transfer of the shares to the optionee, (a) the optionee will recognize the difference, if any, between the amount realized and the exercise price as long-term capital gain or long-term capital loss (as the case may be) if the shares are capital assets in his or her hands; and (b) the Company will not qualify for any deduction in connection with the grant or exercise of the options. The excess, if any, of the fair market value of the shares on the date of

exercise of an Incentive Stock Option over the exercise price will be treated as an item of adjustment to the optionee for his or her taxable year in which the exercise occurs and may result in an alternative minimum tax liability for the optionee. In the case of a disposition of shares in the same taxable year as the exercise where the amount realized on the disposition is less than the fair market value of the shares on the date of exercise, there will be no adjustment since the amount treated as an item of adjustment, for alternative minimum tax purposes, is limited to the excess of the amount realized on such disposition over the exercise price which is the same amount included in regular taxable income.

If Common Stock acquired upon the exercise of an Incentive Stock Option is disposed of prior to the expiration of the holding periods described above, (a) the optionee will recognize ordinary compensation income in the taxable year of disposition in an amount equal to the excess, if any, of the lesser of the fair market value of the shares on the date of exercise or the amount realized on the disposition of the shares, over the exercise price paid for such shares; and (b) the Company will qualify for a deduction equal to any such amount recognized, subject to the requirements that the compensation be reasonable and not limited under Section 162(m) of the Code. The optionee will recognize the excess, if any, of the amount realized over the fair market value of the shares on the date of exercise, if the shares are capital assets in his or her hands, as short-term or long-term capital gain, depending on the length of time that the optionee held the shares, and the Company will not qualify for a deduction with respect to such excess.

Subject to certain exceptions for disability or death, if an Incentive Stock Option is exercised more than three months following the termination of the optionee’s employment, the option will generally be taxed as a Non-Qualified Stock Option. See “Non-Qualified Stock Options.”

Non-Qualified Stock Options. With respect to Non-Qualified Stock Options, (a) upon grant of the option, the optionee will recognize no income; (b) upon exercise of the option (if the shares are not subject to a substantial risk of forfeiture), the optionee will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise over the exercise price, and the Company will qualify for a deduction in the same amount, subject to the requirements that the compensation be reasonable and not limited under Section 162(m) of the Code; (c) the Company will be required to comply with applicable Federal income tax withholding requirements with respect to the amount of ordinary compensation income recognized by the optionee; and (d) on a sale of the shares, the optionee will recognize gain or loss equal to the difference, if any, between the amount realized and the sum of the exercise price and the ordinary compensation income recognized. Such gain or loss will be treated as short-term or long-term capital gain or loss if the shares are capital assets in the optionee’s hands depending upon the length of time that the optionee held the shares. If the optionee’s shares acquired upon exercise are subject to a substantial risk of forfeiture, the optionee will have an election to treat the exercise as a taxable event or defer the Federal income tax consequences according to the rules described below.

A participant’s rights in shares of Common Stock subject to options granted under the Plan are subject to a substantial risk of forfeiture if the rights to full enjoyment of the shares are conditioned, directly or indirectly, upon the future performance of substantial services by the participant. Where shares received upon exercise of options granted under the Plan are subject to a substantial risk of forfeiture, the participant can elect to report the difference between the fair

market value of the shares on the date of receipt and the amount paid, if any, for such shares as ordinary income in the year of receipt. To be effective, the election must be filed with the Internal Revenue Service within 30 days after the date the shares are transferred to the participant.

Other Tax Matters. If unmatured installments of options are accelerated as a result of a Change of Control (as defined in the Plan), any amounts received from the exercise by a participant of a stock option, may be included in determining whether or not a participant has received an “excess parachute payment” under Section 280G of the Code, which could result in (a) the imposition of a 20% Federal excise tax (in addition to Federal income tax) payable by the participant on certain payments of Common Stock or cash resulting from such exercise and (b) the loss by the Company of a compensation deduction.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE AMENDMENT TO THE COMPANY’S 2004 STOCK OPTION PLAN.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company has engaged BDO Seidman, LLP (“BDO”) as its independent registered public accounting firm since April 2004, and BDO reported on the financial statements of the Company for the fiscal year ended December 31, 2004. A representative of BDO is expected to be present at the Annual Meeting.

Fees Paid to Independent Auditors

The following is a summary of the fees billed to the Company by BDO for professional services rendered for the fiscal year ended December 31, 2004:

		2004
Audit Fees		$135,362
Audit-Related Fees		-0-
Tax Fees		-0-

Fees for audit services include fees associated with the audit of the Company’s financials as of June 30, 2004, review of the Company’s Form SB-2 and the review of the September 30, 2004 Form 10-QSB.

Pre-approval policies and procedures

Consistent with the Securities and Exchange Commission requirements regarding auditor independence, the Company’s Audit Committee has adopted a policy to pre-approve all audit and permissible non-audit services provided by the Company’s principal accountant. Under the policy, the Audit Committee must approve non-audit services prior to the commencement of the specified service. The Company’s principal accountants have verified, and will verify annually, to the Audit Committee that they have not performed, and will not perform any prohibited non-audit service. The Audit Committee had considered whether the provision of services described above is compatible with maintaining BDO’s independence.

Audit Committee Report

In April 2005, the Audit Committee met with management to review and discuss the audited financial statements. The Audit Committee conducted discussions with its independent auditors, BDO Seidman, LLP, regarding the matters required by the Statement on Auditing Standards ("SAS") No. 61. As required by Independence Standards Board Standard No. 1, "Independence Discussion with Audit Committees," the Audit Committee has discussed with, and received the required written disclosures and confirming letter from BDO regarding its independence. Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004.

	Audit Committee of the Board of Directors:
	David A. Buckel (Chairman)
	Alphonse M. Lucchese
	General Merrill A. McPeak

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

Stockholders who wish to present proposals appropriate for consideration at the Company's Annual Meeting of Stockholders for the year ending December 31, 2005 to be held in the year 2006 must submit the proposal in proper form to the Secretary of the Company at its address set forth on the first page of this Proxy Statement (or such other address as then constitutes its executive offices) not later than January 31, 2006 in order for the proposition to be considered for inclusion in the Company's proxy statement and form of proxy relating to such meeting. Such proposals must be presented in a manner consistent with the Company's By-Laws and applicable laws. Any such proposals, and any questions related thereto, should be directed to the Company’s Corporate Secretary at 470 Springpark Place, Suite 900, Herndon, VA 20170.

If a stockholder submits a proposal after the January 31, 2006 deadline but still wishes to present it at the Annual Meeting of Stockholders (but not in the Company's proxy statement) for the year ending December 31, 2005, the proposal (presented in a manner consistent with the Company's By-Laws and applicable law) must be submitted to the Company’s Corporate Secretary in proper form at the address set forth above no later than April 17, 2006.

The Nominating and Corporate Governance Committee will consider nominees for director recommended by the Company’s stockholders provided that the recommendation contains sufficient information for it to assess the suitability of the candidate, including the candidate’s qualifications. Candidates recommended by stockholders that comply with these procedures will receive the same consideration that candidates recommended by the Nominating and Corporate Governance Committee receive. Recommendations must state the name and address of the stockholder who is submitting the recommendation and of the persons being nominated. In addition, recommendations must include information regarding the recommended candidate relevant to a determination of whether the recommended candidate would be barred from being considered independent under NASD Marketplace Rule 4200, or, alternatively, a statement that the recommended candidate would not be so barred. Each nomination is also required to set forth a representation that the stockholder making the nomination is a holder of record of capital stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to vote for the person or persons nominated; a description of all arrangements and understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination was made by the stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated by the Board of Directors; and the consent of each nominee to serve as a director of the Company if elected. A nomination which does not comply with the above requirements or that is not received by the deadline referred to below will not be considered.

The qualities and skills sought in prospective members of the board are determined by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will generally require that director candidates be qualified individuals who, if added to the Board, would require the mix of director characteristics, experience, perspectives and skills appropriate for the Company. Criteria for selection of candidates will include, but not be limited to: (i) business and financial acumen, as determined by the Nominating and Corporate Governance Committee in its discretion; (ii) qualities reflecting a proven record of

accomplishment and ability to work with others; (iii) knowledge of the Company’s industry; (iv) relevant experience and knowledge of corporate governance practices; and (v) expertise in an area relevant to the Company. Such persons should not have commitments that would conflict with the time commitments of a director of the Company.

A stockholder wishing to nominate a candidate for election to the Board of Directors at the Annual Meeting of Stockholders to be held in 2006 is required to give written notice (containing the required information specified above), addressed to the Nominating and Corporate Governance Committee, GigaBeam Corporation, c/o Corporate Secretary, 470 Springpark Place, Suite 900, Herndon, VA 20170, of his or her intention to make such a nomination. Pursuant to the Company’s by-laws, the notice of nomination and other required information must be received by the Company’s Secretary by January 31, 2006.

The Company did not receive notice of any proposed matter to be submitted by stockholders for a vote at this Annual Meeting and, therefore, in accordance with Exchange Act Rule 14a-4(c) any proxies held by persons designated as proxies by the Company's Board of Directors and received in respect of this Annual Meeting will be voted in the discretion of the Company's management on such other matter which may properly come before the Annual Meeting. Moreover, if the Company does not receive notice by April 17, 2006 of a proposed matter to be submitted by a stockholder for stockholders vote at the Annual Meeting of Stockholders for the fiscal year ending December 31, 2005, then, in accordance with Exchange Act Rule 14a-4(c) any proxies held by persons designated as proxies by the Company's Board of Directors in respect of such Annual Meeting of Stockholders may be voted at the discretion of such persons on such matter if it shall properly come before such Annual Meeting of Stockholders.

With respect to the deadlines discussed above, if the date of the Annual Meeting of Stockholders to be held in 2006 is advanced by more than thirty days or delayed (other than as a result of adjournment) by more than thirty days from the anniversary of the Annual Meeting held in 2005, a stockholder must submit any such proposal to the Company no later than the close of business on the sixtieth day prior to the date of the 2006 Annual Meeting.

OTHER INFORMATION

A COPY OF THE COMPANY’S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2004 IS BEING FURNISHED HEREWITH TO EACH STOCKHOLDER OF RECORD AS OF THE CLOSE OF BUSINESS ON MAY 17, 2005.

The Board of Directors is aware of no other matters, except for those incident to the conduct of the Annual Meeting, that are to be presented to stockholders for formal action at the Annual Meeting. If, however, any other matters properly come before the Annual Meeting or any adjournments thereof, it is the intention of the persons named in the proxy to vote the proxy in accordance with their judgment.

		By order of the Board of Directors,

		Louis S. Slaughter
May 31, 2005		Chairman of the Board

APPENDIX A

GIGABEAM CORPORATION AUDIT COMMITTEE CHARTER

Purpose

The Audit Committee (the "Audit Committee") is appointed by the Board of Directors (the "Board") of GigaBeam Corporation (the "Corporation") to assist the Board in fulfilling its responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, reporting practices of the Corporation, and the quality and integrity of the finacial report of the Corporation The Audit Committee's purpose is to:

(A) oversee the accounting processes of the Corporation to assure that an adequate system of internal control is functioning within the Corporation;

(B) oversee the audits of the financial statements of the Corporation;

(C) prepare an audit committee report as required by the SEC's rules to be included in the Company's annual proxy statements, or, if the Company does not file a proxy statement, in the Company's annual report filed on Form 10-K with the SEC.

Composition

The audit committee shall have at least three (3) members as determined by the Board, each of whom must meet the following conditions: (i) be independent as defined under Rule 4200(a)(15) of The Nasdaq Stock Market (except as set forth in Rule 4350 (d)(2)(B)); (ii) meet the criteria for independence set forth in Rule 10A-3(b)(l) under the Securities Exchange Act of 1934 (subject to the exemptions provided in Rule 10A-3(c)); (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (iv) be able to read and understand fundamental financial statements, including a Company's balance sheet, income statement, and cash flow statement. Additionally, at least one member of the audit committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

The members of the Audit Committee have been appointed by the Board and shall continue to serve as members until their successors shall be elected and qualified. The Board shall elect or appoint a chairperson of the audit committee (or, if it does not do so, the audit committee members shall elect a chairperson by vote of a majority of the full committee); the chairperson will have authority to act on behalf of the audit committee between meetings.

Specific Responsibilities and Authority

The specific responsibilities and authority of the audit committee shall be as follows:

(A) be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and each such registered public accounting firm must report directly to the audit committee.

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(B) establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters;

(C) have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties;

(D) receive appropriate funding from the Company, as determined by the audit committee in its capacity as a committee of the Board, for payment of: (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (ii) compensation to any advisers employed by the audit committee; and (iii) ordinary administrative expenses of the audit committee that are necessary or appropriate in carrying out its duties;

(E) ensure its receipt from the outside auditors of a formal written statement delineating all relationships between the auditor and the Company, consistent with Independence Standards Board Standard 1, and actively engaging in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the outside auditor;

(F) report regularly to the Board on the integrity of the Corporation's internal and external financial reporting processes and other matters as appropriate;

(G) make an annual performance evaluation of the audit committee;

(H) review and reassess the adequacy of the audit committee's charter annually and make recommendations to the Board, as conditions dictate, to update or amend the charter;

(I) comply with all preapproval requirements of Section 10A(i) of the Securities Exchange Act of 1934 and all SEC rules relating to the administration by the audit committee of the auditor engagement to the extent necessary to maintain the independence of the auditor as set forth in 17 CFR Part 210.2-0 l(c)(7);

(J) review the Corporation's annual financial statements and any other relevant reports or other financial information and based upon such review, make recommendations to the Board that the Corporations audited financial statements be included in the Corporation's Annual Report on Form 10-K for the last fiscal year for filing with the SEC;

(K) review with management and the independent accountants the Form 10-Q prior to its filing or prior to release of earnings;

(L) maintain minutes or other records of meeting and activities of the Audit Committee; and

(M) take such other actions and make such other recommendations to the Board on such matters, within the scope of its function, the Corporation's Bylaws and applicable law, as may come to its attention and which in its discretion warrant consideration by the Board.

Meetings

The audit committee shall meet at least four times per year on a quarterly basis, or more frequently as circumstances require. One or more meetings may be conducted in whole or in part by telephone conference

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call or similar means if it is impracticable to obtain the personal presence of each audit committee member. The Company shall make available to the audit committee, at its meetings and otherwise, such individuals and entities as may be designated from time to time by the audit committee, such as members of management including (but not limited to) the internal audit and accounting staff, the independent auditors, inside and outside counsel, and other individuals or entities (whether or not employed by the Company and including any corporate governance employees and individuals or entities performing internal audit services as independent contractors).

Delegation

Any duties and responsibilities of the audit committee, including, but not limited to, the authority to preapprove all audit and permitted non-audit services, may be delegated to one or more members of the audit committee or a subcommittee of the audit committee.

Limitations

The audit committee is responsible for the duties and responsibilities set forth in this charter, but its role is oversight and therefore it is not responsible for either the preparation of the Company's financial statements or the auditing of the Company's financial statements. The members of the audit committee are not employees of the Company and may not be accountants or auditors by profession or experts in accounting or auditing. Management has the responsibility for preparing the financial statements and implementing internal controls and the independent auditors have the responsibility for auditing the financial statements and monitoring the effectiveness of the internal controls, subject, in each case, to the oversight of the audit committee described in this charter. The review of the financial statements by the audit committee is not of the same character or quality as the audit performed by the independent auditors. The oversight exercised by the audit committee is not a guarantee that the financial statements will be free from mistake or fraud. In carrying out its responsibilities, the audit committee believes its policies and procedures should remain flexible in order to best react to a changing environment.

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APPENDIX B

GIGABEAM CORPORATION

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Purpose

The Nominating and Corporate Governance Committee (the "Committee") of GigaBeam Corporation (the "Corporation") is appointed by the Board of Directors (the "Board") to assist the Board in carrying out the Board's responsibilities relating to (i) the identification and selection of qualified individuals to become Board members and members of Board committees; (ii) the development, adoption and periodic monitoring/updating of corporate governance principles and policies; and (iii) the oversight of the evaluation of the Board.

The Committee is also responsible for producing a report to enable the Corporation to make the required disclosures in the Corporation's proxy statement, in accordance with applicable rules and regulations, regarding the nominations process and the work of this Committee.

Composition

The Committee shall consist of at least two (2) members as determined by the Board. All members of the Committee must satisfy the independence requirements of The Nasdaq Stock Market and other applicable regulatory requirements.

The Board of Directors shall elect or appoint the members of the Committee. Subject to earlier removal by the Board of Directors, each member shall serve until he or she is no longer a director of the Corporation, and until his or her successor shall have been duly elected and qualified. A Committee member may be removed by Board of Directors at any time in its discretion, whereupon the resulting vacancy shall be filled by the Board of Directors. The Committee members shall elect a chairperson by a vote of a majority of the full Committee, or, if the members have failed to do so, then the Board of Directors shall designate a chairperson.

The Committee may form and delegate authority to subcommittees of this Committee when appropriate.

Structure and Meetings

The chairperson shall, after consultation with the other members of the Committee, (i) determine the dates, times and places for meetings of the Committee, and (ii) set the agenda for each meeting. The Committee shall hold at least two meetings per year, and such additional meetings as the chairperson determines are warranted under the circumstances in order for the Committee to fulfill its mandate. The chairperson of the Committee shall preside at each meeting of the Committee, except that in the absence of the chairperson at any particular meeting, then the Committee member designated by the chairperson shall preside at such meeting. A majority of the total number of Committee members then in office shall constitute a quorum for the transaction of committee business and all matters to be decided by the Committee shall be decided by the affirmative vote of a majority of the members present in person or by proxy at a duly called meeting of the Committee.

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Duties and Responsibilities

The Committee shall have the following power, authority and responsibilities:

1. Identify individuals qualified to become Board members and members of Board committees (including members to fill vacancies), consistent with criteria approved by the Board, and to recommend particular director nominees to the Board (including nominations for re-election of continuing/incumbent directors) for the next annual meeting of shareholders, except if and to the extent the Corporation is legally required by contract or otherwise to provide third parties with the ability to nominate directors (in which case the selection and nomination of such directors need not be subject to action by this Committee). The Committee will seek candidates for the Board that have exhibited strong decision-making ability, substantial business experience, relevant knowledge, skills or technological expertise and exemplary personal integrity and reputation. The Committee will also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors at the Corporation's expense and will have sole authority to approve the any such advisor's fees and other retention terms.

2. Develop and recommend to the Board a set of corporate governance guidelines and principles applicable to the Corporationf, including, without limitation, (i) a requirement that the Corporation's non-management directors meet at regularly scheduled executive sessions without Corporation management, (ii) director qualification standards (including qualification standards for service on Board committees), including independence, (iii) director responsibilities, including attendance at meetings and advance review of materials, (iv) director access to management and independent advisors, (v), general principles for determining the form and amount of director compensation, (vi) director orientation and continuing education; (vii) management succession, including principles for CEO selection and performance review; and (viii) annual evaluation of Board and committee performance].

3. Oversee the evaluation of the Board.

4. Monitor data submitted to the Board by individual directors that may impact independence (such as, for example, data relating to new or changes in affiliations, employment, investments, transactions and relationships) and make recommendations to the Board regarding action, if any, that may be required in view of such data

5. Consider and make recommendations to the Board on membership of Board committees and the responsibilities of those committees to enhance overall Board performance.

6. Develop and promote procedures or programs for orientation of new directors and continuing education of directors.

7. Devise and implement a program or system to evaluate the performance of all directors of the Corporation each year.

8. Make regular reports to the Board, no less often than twice per year.

9. Periodically evaluate and make recommendations with respect to: (i) director qualifications and selection criteria, such as retirement age and experience; and (ii) board size and composition.

10. Periodically review and make recommendations with respect to the corporate governance guidelines and code of ethics.

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11. Review and reassess annually the adequacy of this Charter and recommend to the Board for approval any proposed changes to this Charter.

12. Evaluate annually its own performance and report to the full Board of Directors with respect to the same.

13. Perform such other duties and responsibilities as may be assigned to the Committee from time to time by the Board of Directors.

Operating Policies

1. The Committee will keep the minutes of all Committee meetings (designating in its discretion such individuals to record the minutes) and approve them by subsequent action. The Committee will circulate the approved minutes of the Committee meetings to the full Board for review.

2. The Committee will determine its rules of procedure in accordance with the Corporation's principles of corporate governance and the Corporation's Bylaws.

3. At each regular Board meeting held following a Committee meeting, the chairperson of the Committee will report to the Board regarding the actions taken by and the activities and findings of the Committee since the last Board meeting, as well as any recommendations for action by the Board when appropriate.

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APPENDIX C

GIGABEAM CORPORATION

COMPENSATION COMMITTEE CHARTER

Purpose

The Compensation Committee of GigaBeam Corporation (the "Corporation") is appointed by the Board of Directors to assist the Board in carrying out the Board's responsibilities relating to compensation of the Corporation's directors and officers. The Compensation Committee has overall responsibility for evaluating and approving the director and officer compensation plans, policies and programs of the Corporation.

The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Corporation's proxy statement, in accordance with applicable rules and regulations.

Composition

The Compensation Committee shall consist of no fewer than two members. Each member of the Compensation Committee must (i) be an independent director of the Corporation satisfying the independence requirements of the NASDAQ and other applicable regulatory requirements; (ii) qualify as an "outside director" under Section 162(m) of the Internal Revenue Code, as amended; and (iii) meet the requirements of a "non-employee director" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

The Board of Directors, upon recommendation of the Nominating and Governance Committee, shall appoint the members of the Compensation Committee. Subject to earlier removal by the Board of Directors, each member shall serve until he or she is no longer a director of the Corporation, and until his or her successor shall have been duly elected and qualified. A Compensation Committee member may be removed by Board of Directors at any time in its discretion, whereupon the resulting vacancy shall be filled by the Board of Directors upon recommendation of the Nominating Committee. The Compensation Committee members shall elect a chairperson by a vote of a majority of the full Compensation Committee, or, if the members have foiled to do so, then the Board of Directors shall designate a chairperson.

The Compensation Committee may form and delegate authority to subcommittees of this Compensation Committee when appropriate.

Structure and Meetings

The Compensation Committee shall meet not less than two times per year. The chairperson of the Compensation Committee shall preside at each meeting of the Compensation Committee, except that in the absence of the chairperson at any particular meeting, then the Compensation Committee member designated by the chairperson shall preside at such meeting. The chairperson shall, after consultation with the other members of the Compensation Committee, (i) determine the dates, times and places for meetings of the Compensation Committee, and (ii) set the agenda for each meeting. A majority of the total number of Compensation Committee members then hi office shall constitute a quorum for the transaction of committee business and all matters to be decided by the Compensation Committee shall be decided by the affirmative vote of a majority of the members present in person or by proxy at a duly called meeting of the Compensation Committee.

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Duties and Responsibilities

The Compensation Committee shall have the following power, authority and direct responsibilities:

1. Based upon corporate goals and objectives approved by the full Board of Directors, review and approve annually corporate goals and objectives relevant to the compensation of the Corporation's Chief Executive Officer ("CEO"), annually evaluate the CEO's performance in light of those goals and objectives, and, consistent with the requirements of any employment agreement, recommend the CEO's compensation levels based on this evaluation. The CEO shall not be permitted to be present during voting or deliberations relating to CEO compensation.

2. Make recommendations to the Board with respect to director and non-CEO officer compensation, incentive compensation plans and equity-based plans. The CEO may, at the discretion of the Compensation Committee, be permitted to be present during voting or deliberations relating to non-CEO compensation.

3. Produce a Compensation Committee Report on executive compensation as required by the SEC to be included in the Corporation's annual proxy statement or annual report on Form 10-K filed with the SEC.

4. The Compensation Committee shall annually review and recommend to the Board the following items with respect to the CEO and the executive officers of the Corporation (as defined by Section 16 and Rule 16a-l(f) of the Securities and Exchange Act of 1934): (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance agreements, and change in control agreements/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits, in each case subject to the terms of any existing applicable employment agreement terms.

5. The Compensation Committee shall make regular reports to the Board.

6. The Compensation Committee shall annually review and reassess the adequacy of this Charter and recommend to the Board for approval any proposed changes to this Charter.

7. The Compensation Committee shall perform such other duties and responsibilities as may be assigned to the Compensation Committee from time to time by the Board of Directors, including without limitation:

a. The implementation and administration of the Corporation's incentive and equity-based compensation plans to the extent permitted by such plans;

b. Review and make recommendations to the Board of Directors on (i) the competitiveness of the Corporation's compensation and benefit plans for directors and key management employees and the employee relations policies and procedures applicable to key management employees; and (ii) such other matters relating to the organization of the Corporation and the compensation of executive officers and key management employees as the Compensation Committee may in its own discretion deem desirable.

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Operating Policies

1. The Compensation Committee shall keep the minutes of all Compensation Committee meetings (designating in its discretion an individual to record the minutes) and approve the minutes by subsequent action. The Compensation Committee shall circulate the approved minutes of the Compensation Committee meetings to the full Board of Directors for review.

2. The Compensation Committee shall determine its rules of procedure in accordance with the Corporation's principles of corporate governance and its Bylaws.

3. At each regular meeting of the Board of Directors held following a Compensation Committee meeting, the Compensation Committee shall report to the Board of Directors regarding the actions, activities and findings of the Compensation Committee since the last Board of Directors meeting, as well as any recommendations for action by the Board of Directors, when appropriate.

4. In discharging its responsibilities, the Compensation Committee shall have full access to any relevant records of the Corporation and may also request that any officer or employee of the Corporation or the Corporation's outside counsel meet with members of, or consultants to, the Compensation Committee.

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APPENDIX D

GIGABEAM CORPORATION

2004 STOCK OPTION PLAN

Purpose of Plan

The purpose of this 2004 Stock Option Plan (the “Plan”) is to provide additional incentive to officers, other key employees, and directors of, and important consultants to, GigaBeam Corporation, a Delaware corporation (the “Company”), and each present or future parent or subsidiary corporation, by encouraging them to invest in shares of the Company’s common stock, par value $0.001 (“Common Stock”), and thereby acquire a proprietary interest in the Company and an increased personal interest in the Company’s continued success and progress.

Aggregate Number of Shares

The aggregate number of shares of the Company’s Common Stock that may be issued under this Plan is 390,000. Notwithstanding the foregoing, in the event of any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee (defined in Section 4(a)), deems in its sole discretion to be similar circumstances, the aggregate number and kind of shares which may be issued under this Plan shall be appropriately adjusted in a manner determined in the sole discretion of the Committee. Reacquired shares of the Company’s Common Stock, as well as unissued shares, may be used for the purpose of this Plan. Common Stock of the Company subject to options which have terminated unexercised, either in whole or in part, shall be available for future options granted under this Plan.

Class of Persons Eligible to Receive Options

All officers and key employees of the Company and of any present or future Company parent or subsidiary corporation are eligible to receive an option or options under this Plan. All directors of, and important consultants to, the Company and of any present or future Company parent or subsidiary corporation are also eligible to receive an option or options under this Plan. The individuals who shall, in fact, receive an option or options shall be selected by the Committee, in its sole discretion, except as otherwise specified in Section 4 hereof. No individual may receive options under this Plan for more than 80% of the total number of shares of the Company’s Common Stock authorized for issuance under this Plan.

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Administration of Plan

(a)

This Plan shall be administered by the Company’s Board of Directors; provided, however, that upon the earlier of becoming subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or completing an initial public offering, this Plan shall be administered by a majority of the “Independent Directors,” as such term is defined by Rule 4200(a)(15) of the Nasdaq Stock Market, Inc. Marketplace Rules, or any stock exchange on which the Company’s Common Stock is then listed or admitted for trading (“Independent Directors”), of the Company’s Board of Directors or by the Compensation Committee of the Company’s Board of Directors. Upon becoming subject to the reporting requirements of the Exchange Act, the Committee shall consist of a minimum of two members of the Board of Directors, each of whom shall be a “Non-Employee Director” within the meaning of Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as amended, or any future corresponding rule and also an Independent Director, except that the failure of the Committee for any reason to be composed solely of Non-Employee Directors shall not prevent an option from being considered granted under this Plan. The Committee shall, in addition to its other authority and subject to the provisions of this Plan, determine which individuals shall in fact be granted an option or options, whether the option shall be an Incentive Stock Option or a Non-Qualified Stock Option (as such terms are defined in Section 5(a)), the number of shares to be subject to each of the options, the time or times at which the options shall be granted, the rate of option exercisability, and, subject to Section 5 hereof, the price at which each of the options is exercisable and the duration of the option. The term “Committee,” as used in this Plan and the options granted hereunder, refers to the Board of Directors, a majority of the Independent Directors of the Board of Directors or to the Compensation Committee, whichever is then administering this Plan.

(b)

The Committee shall adopt such rules for the conduct of its business and administration of this Plan as it considers desirable. A majority of the members of the Committee shall constitute a quorum for all purposes. The vote or written consent of a majority of the members of the Committee on a particular matter shall constitute the act of the Committee on such matter. The Committee shall have the right to construe the Plan and the options issued pursuant to it, to correct defects and omissions and to reconcile inconsistencies to the extent necessary to effectuate the Plan and the options issued pursuant to it, and such action shall be final, binding and conclusive upon all parties concerned. No member of the Committee or the Board of Directors shall be liable for any act or omission (whether or not negligent) taken or omitted in good faith, or for the exercise of an authority or discretion granted in connection with the Plan to a Committee or the Board of Directors, or for the acts or omissions of any other members of a Committee or the Board of Directors. Subject to the numerical limitations on Committee membership set forth in Section 4(a) hereof, the Board of Directors may at any time appoint additional members of the Committee and may at any time remove any member of the Committee with or without cause. Vacancies in the Committee, however caused, may be filled by the Board of Directors, if it so desires.

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Incentive Stock Options and Non-Qualified Stock Options

(a)

Options issued pursuant to this Plan may be either Incentive Stock Options granted pursuant to Section 5(b) hereof or Non-Qualified Stock Options granted pursuant to Section 5(c) hereof, as determined by the Committee. An “Incentive Stock Option” is an option which satisfies all of the requirements of Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, and a “Non-Qualified Stock Option” is an option which either does not satisfy all of those requirements or the terms of the option provide that it will not be treated as an Incentive Stock Option. The Committee may grant both an Incentive Stock Option and a Non-Qualified Stock Option to the same person, or more than one of each type of option to the same person. The option price for options issued under this Plan shall be equal at least to the fair market value (as defined below) of the Company’s Common Stock on the date of the grant of the option. The fair market value of the Company’s Common Stock on any particular date shall mean the last reported sale price of a share of the Company’s Common Stock on any stock exchange on which such stock is then listed or admitted to trading, or on the Nasdaq Stock Market, on such date, or if no sale took place on such day, the last such date on which a sale took place, or if the Common Stock is not then listed or admitted to trading on any stock exchange or, quoted on the Nasdaq Stock Market, the average of the bid and asked prices in the over-the-counter market on such date, or if none of the foregoing, a price determined in good faith by the Committee to equal the fair market value per share of the Common Stock.

(b)

Subject to the authority of the Committee set forth in Section 4(a) hereof, Incentive Stock Options issued pursuant to this Plan to officers and employers shall be issued substantially in the form set forth in Appendix I hereof, which form is hereby incorporated by reference and made a part hereof, and shall contain substantially the terms and conditions set forth therein. Incentive Stock Options shall not be exercisable after the expiration of ten years from the date such options are granted, unless terminated earlier under the terms of the option, except that options granted to individuals described in Section 422(b)(6) of the Code shall conform to the provisions of Section 422(c)(5) of the Code. At the time of the grant of an Incentive Stock Option hereunder, the Committee may, in its discretion, amend or supplement any of the option terms contained in Appendix I for any particular optionee, provided that the option as amended or supplemented satisfies the requirements of Section 422(b) of the Code and the regulations thereunder. Each of the options granted pursuant to this Section 5(b) is intended, if possible, to be an “Incentive Stock Option” as that term is defined in Section 422(b) of the Code and the regulations thereunder. In the event this Plan or any option granted pursuant to this Section 5(b) is in any way inconsistent with the applicable legal requirements of the Code or the regulations thereunder for an Incentive Stock Option, this Plan and such option shall be deemed automatically amended as of the date hereof to conform to such legal requirements, if such conformity may be achieved by amendment.

(c)

Subject to the authority of the Committee set forth in Section 4(a) hereof, Non-Qualified Stock Options issued to officers and other key employees pursuant to this Plan shall be issued substantially in the form set forth in Appendix II hereof, which form is hereby incorporated by reference and made a part hereof, and shall contain substantially the terms and conditions set forth therein. Subject to the authority of the Committee set forth in Section 4(a)

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hereof, Non-Qualified Stock Options issued to directors and important consultants pursuant to this Plan shall be issued substantially in the form set forth in Appendix III hereof, which form is hereby incorporated by reference and made a part hereof, and shall contain substantially the terms and conditions set forth therein. Non-Qualified Stock Options shall expire ten years after the date they are granted, unless terminated earlier under the option terms. At the time of granting a Non-Qualified Stock Option hereunder, the Committee may, in its discretion, amend or supplement any of the option terms contained in Appendix II or Appendix III for any particular optionee.

(d)

Neither the Company nor any of its current or future parent, subsidiaries or affiliates, nor their officers, directors, stockholders, stock option plan committees, employees or agents shall have any liability to any optionee in the event (i) an option granted pursuant to Section 5(b) hereof does not qualify as an “Incentive Stock Option” as that term is used in Section 422(b) of the Code and the regulations thereunder; (ii) any optionee does not obtain the tax treatment pertaining to an Incentive Stock Option; or (iii) any option granted pursuant to Section 5(c) hereof is an “Incentive Stock Option.”

(e)

Except as otherwise provided in Section 422 of the Code and regulations thereunder or any successor provision, no Incentive Stock Option granted pursuant to this Plan shall be transferable other than by will or the laws of descent and distribution. Except as otherwise provided by the Rules and Regulations of the Securities and Exchange Commission, the Committee at the time of grant of a Non-Qualified Stock Option may provide that such stock option is transferable to any “family member” of the optionee by gift or qualified domestic relations order. For purposes of this section, a family member includes any child, stepchild, grandchild, parent, step-parent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the grantee) controls the management of assets, and any other entity in which these persons or the grantee own more than 50% of the voting interests.

Amendment, Supplement, Suspension and Termination

Options shall not be granted pursuant to this Plan after the expiration of ten years from the date the Plan is adopted by the Board of Directors of the Company. The Board of Directors reserves the right at any time, and from time to time, to amend or supplement this Plan in any way, or to suspend or terminate it, effective as of such date, which date may be either before or after the taking of such action, as may be specified by the Board of Directors; provided, however, that such action shall not, without the consent of the optionee, affect options granted under the Plan prior to the actual date on which such action occurred. If an amendment or supplement of this Plan is required by the Code or the regulations thereunder or applicable rules of the stock exchange on which the Common Stock is then listed or admitted to trading or if the Common Stock is then quoted on the Nasdaq Stock Market, then the Nasdaq Stock Market, to be approved by the stockholders of the Company in order to permit the granting of Options pursuant to the amended or supplemented Plan, such amendment or supplement shall also be approved by the stockholders of the Company in such manner as is prescribed by the Code and the regulations

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thereunder or applicable rules of the exchange on which the Common Stock is then listed or admitted for trading or the Nasdaq Stock Market. If the Board of Directors voluntarily submits a proposed amendment, supplement, suspension or termination for stockholder approval, such submission shall not require any future amendments, supplements, suspensions or terminations (whether or not relating to the same provision or subject matter) to be similarly submitted for stockholder approval.

Effectiveness of Plan

This Plan shall become effective upon on the date of its adoption by the Company’s Board of Directors, subject however to approval by the holders of the Common Stock in the manner as prescribed in the Code and the regulations thereunder. Options may be granted under this Plan prior to obtaining stockholder approval, provided such options shall not be exercisable until stockholder approval is obtained.

General Conditions

(a)

Nothing contained in this Plan or any option granted pursuant to this Plan shall confer upon any employee the right to continue in the employ of the Company or any affiliated or subsidiary corporation or interfere in any way with the rights of the Company or any affiliated or subsidiary corporation to terminate his employment in any way.

(b)

Nothing contained in this Plan or any option granted pursuant to this Plan shall confer upon any director or consultant the right to continue as a director of, or consultant to, the Company or any affiliated or subsidiary corporation or interfere in any way with the rights of the Company or any affiliated or subsidiary corporation, or their respective stockholders, to terminate the directorship of any such director or the consultancy relationship of any such consultant.

(c)

Corporate action constituting an offer of stock for sale to any person under the terms of the options to be granted hereunder shall be deemed complete as of the date when the Committee authorizes the grant of the option to the such person, regardless of when the option is actually delivered to such person or acknowledged or agreed to by him.

(d)

The terms “parent corporation” and “subsidiary corporation” as used throughout this Plan, and the options granted pursuant to this Plan, shall (except as otherwise provided in the option form) have the meaning that is ascribed to that term when contained in Section 422(b) of the Code and the regulations thereunder, and the Company shall be deemed to be the grantor corporation for purposes of applying such meaning.

(e)

References in this Plan to the Code shall be deemed to also refer to the corresponding provisions of any future United States revenue law.

(f)

The use of the masculine pronoun shall include the feminine gender whenever appropriate.

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Amendments

Approval Date

Section Amended

August 1, 2004

Aggregate Number of Shares

The aggregate number of shares of the Company's Common Stock that may be issued under this Plan is 500,000. Notwithstanding the foregoing, in the event of any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee (defined in Section 4(a)), deems in its sole discretion to be similar circumstances, the aggregate number and kind of shares which may be issued under this Plan shall be appropriately adjusted in a manner determined in the sole discretion of the Committee. Reacquired shares of the Company's Common Stock, as well as unissued shares, may be used for the purpose of this Plan. Common Stock of the Company subject to options which have terminated unexercised, either in whole or in part, shall be available for future options granted under this Plan.

Approval Date

Section Amended

March 21, 2005

Aggregate Number of Shares

The aggregate number of shares of the Company's Common Stock that may be issued under this Plan is 1,100,000. Notwithstanding the foregoing, in the event of any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee (defined in Section 4(a)), deems in its sole discretion to be similar circumstances, the aggregate number and kind of shares which may be issued under this Plan shall be appropriately adjusted in a manner determined in the sole discretion of the Committee. Reacquired shares of the Company's Common Stock, as well as unissued shares, may be used for the purpose of this Plan. Common Stock of the Company subject to options which have terminated unexercised, either in whole or in part, shall be available for future options granted under this Plan.

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APPENDIX I

INCENTIVE STOCK OPTION

To:

Name

Address

Date of Grant:

You are hereby granted an option, effective as of the date hereof, to purchase __________ shares of common stock, par value $0.001 (“Common Stock”), of GigaBeam Corporation, a Delaware corporation (the “Company”), at a price of $_____ per share pursuant to the Company’s 2004 Stock Option Plan (the “Plan”).

This option shall terminate and is not exercisable after ten years from the date of its grant (the “Scheduled Termination Date”), except if terminated earlier as hereafter provided.

Your option may first be exercised on and after ______ year from the date of grant, but not before that time. On and after ______ year and prior to _____ years from the date of grant, your option may be exercised for up to ________ of the total number of shares subject to the option minus the number of shares previously purchased by exercise of the option (as adjusted for any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances). Each succeeding year thereafter your option may be exercised for up to an additional ________ of the total number of shares subject to the option minus the number of shares previously purchased by exercise of the option (as adjusted for any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances). Thus, this option is fully exercisable on and after _______ years after the date of grant, except if terminated earlier as provided herein.

In the event of a “Change of Control” (as defined below) of the Company, your option may, from and after the date which is six months after the Change of Control, and notwithstanding the immediately preceding paragraph, be exercised for up to 100% of the total number of shares then subject to the option minus the number of shares previously purchased upon exercise of the option (as adjusted for any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares,

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recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances) and your vesting date will accelerate accordingly. A “Change of Control” shall be deemed to have occurred upon the happening of any of the following events:

As a result of any transaction, any one stockholder becomes a beneficial owner, directly or indirectly, of securities of the Company representing more than 40% of the Common Stock of the Company or the combined voting power of the Company’s then outstanding securities; or

Any other event deemed to constitute a “Change of Control” by the Committee.

You may exercise your option by giving written notice to the Secretary of the Company on forms supplied by the Company at its then principal executive office, accompanied by payment of the option price for the total number of shares you specify that you wish to purchase. The payment may be in any of the following forms: (a) cash, which may be evidenced by a check and includes cash received from a stock brokerage firm in a so-called “cashless exercise”; (b) (unless prohibited by the Committee) certificates representing shares of Common Stock of the Company, which will be valued by the Secretary of the Company at the fair market value per share of the Company’s Common Stock (as determined in accordance with the Plan) on the date of delivery of such certificates to the Company, accompanied by an assignment of the stock to the Company; or (c) (unless prohibited by the Committee) any combination of cash and Common Stock of the Company valued as provided in clause (b). The use of the so-called attestation procedure to exercise a stock option may be permitted by the Committee. Any assignment of stock shall be in a form and substance satisfactory to the Secretary of the Company, including guarantees of signature(s) and payment of all transfer taxes if the Secretary deems such guarantees necessary or desirable.

Your option will, to the extent not previously exercised by you, terminate three months after the date on which your employment by the Company or a Company subsidiary corporation is terminated (whether such termination be voluntary or involuntary) other than by reason of disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, or death, in which case your option will terminate one year from the date of termination of employment due to disability or death (but in no event later than the Scheduled Termination Date). After the date your employment is terminated, as aforesaid, you may exercise this option only for the number of shares which you had a right to purchase and did not purchase on the date your employment terminated. Provided you are willing to continue your employment for the Company or a successor after a Change of Control at the same compensation you enjoyed immediately prior to such Change of Control, if your employment is involuntarily terminated without cause after a Change of Control, you may exercise this option for the number of shares you would have had a right to purchase on the date of an acceleration event. If you are employed by a Company subsidiary corporation, your employment shall be deemed to have terminated on the date your employer ceases to be a Company subsidiary corporation, unless you are on that date transferred to the Company or another Company subsidiary corporation. Your employment shall not be deemed to have terminated if you are transferred from the Company to a Company subsidiary corporation, or vice versa, or from one Company subsidiary corporation to another Company subsidiary corporation.

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If you die while employed by the Company or a Company subsidiary corporation, your executor or administrator, as the case may be, may, at any time within one year after the date of your death (but in no event later than the Scheduled Termination Date), exercise the option as to any shares which you had a right to purchase and did not purchase during your lifetime. If your employment with the Company or a Company parent or subsidiary corporation is terminated by reason of your becoming disabled (within the meaning of Section 22(e)(3) of the Code and the regulations thereunder), you or your legal guardian or custodian may at any time within one year after the date of such termination (but in no event later than the Scheduled Termination Date), exercise the option as to any shares which you had a right to purchase and did not purchase prior to such termination. Your executor, administrator, guardian or custodian must present proof of his authority satisfactory to the Company prior to being allowed to exercise this option.

In the event of any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances, the number and kind of shares subject to this option and the option price of such shares shall be appropriately adjusted in a manner to be determined in the sole discretion of the Committee.

In the event of a liquidation or proposed liquidation of the Company, including (but not limited to) a transfer of assets followed by a liquidation of the Company, or in the event of a Change of Control (as previously defined) or proposed Change of Control, the Committee shall have the right to require you to exercise this option upon thirty (30) days prior written notice to you. If at the time such written notice is given this option is not otherwise exercisable, the written notice will set forth your right to exercise this option even though it is not otherwise exercisable. In the event this option is not exercised by you within the thirty (30) day period set forth in such written notice, this option shall terminate on the last day of such thirty (30) day period, notwithstanding anything to the contrary contained in this option.

This option is not transferable otherwise than by will or the laws of descent and distribution, and is exercisable during your lifetime only by you, including, for this purpose, your legal guardian or custodian in the event of disability. Until the option price has been paid in full pursuant to due exercise of this option and the purchased shares are delivered to you, you do not have any rights as a stockholder of the Company. The Company reserves the right not to deliver to you the shares purchased by virtue of the exercise of this option during any period of time in which the Company deems, in its sole discretion, that such delivery would violate a federal, state, local or securities exchange rule, regulation or law.

Notwithstanding anything to the contrary contained herein, this option is not exercisable until all the following events occur and during the following periods of time:

(a)

Until the Plan pursuant to which this option is granted is approved by the stockholders of the Company in the manner prescribed by the Code and the regulations thereunder;

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(b)

Until this option and the optioned shares are approved and/or registered with such federal, state and local regulatory bodies or agencies and securities exchanges as the Company may deem necessary or desirable;

(c)

During any period of time in which the Company deems that the exercisability of this option, the offer to sell the shares optioned hereunder, or the sale thereof, may violate a federal, state, local or securities exchange rule, regulation or law, or may cause the Company to be legally obligated to issue or sell more shares than the Company is legally entitled to issue or sell; or

(d)

Until you have paid or made suitable arrangements to pay (which may include payment through the surrender of Common Stock, unless prohibited by the Committee) (i) all federal, state and local income tax withholding required to be withheld by the Company in connection with the option exercise and (ii) the employee's portion of other federal, state and local payroll and other taxes due in connection with the option exercise.

The following two paragraphs shall be applicable if, on the date of exercise of this option, the Common Stock to be purchased pursuant to such exercise has not been registered under the Securities Act of 1933, as amended, and under applicable state securities laws, and shall continue to be applicable for so long as such registration has not occurred:

(a)

The optionee hereby agrees, warrants and represents that he will acquire the Common Stock to be issued hereunder for his own account for investment purposes only, and not with a view to, or in connection with, any resale or other distribution of any of such shares, except as hereafter permitted. The optionee further agrees that he will not at any time make any offer, sale, transfer, pledge or other disposition of such Common Stock to be issued hereunder without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Company to the effect that the proposed transaction will be exempt from such registration. The optionee shall execute such instruments, representations, acknowledgments and agreements as the Company may, in its sole discretion, deem advisable to avoid any violation of federal, state, local or securities exchange rule, regulation or law.

(b)

The certificates for Common Stock to be issued to the optionee hereunder shall bear the following legend:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. The shares have been acquired for investment and may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Company that the proposed transaction will be exempt from such registration.”

The foregoing legend shall be removed upon registration of the shares bearing the legend under the Securities Act of 1933, as amended, and under any applicable state laws or upon receipt of any opinion of counsel acceptable to the Company that said registration is no longer required.

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The sole purpose of the agreements, warranties, representations and legend set forth in the two immediately preceding paragraphs is to prevent violations of the Securities Act of 1933, as amended, and any applicable state securities laws.

It is the intention of the Company and you that this option shall, if possible, be an “Incentive Stock Option” as that term is used in Section 422(b) of the Code and the regulations thereunder. In the event this option is in any way inconsistent with the legal requirements of the Code or the regulations thereunder for an “Incentive Stock Option,” this option shall be deemed automatically amended as of the date hereof to conform to such legal requirements, if such conformity may be achieved by amendment. To the extent that the number of shares subject to this option which are exercisable for the first time exceed the $100,000 limitation contained in Section 422(d) of the Code, this option will not be considered an Incentive Stock Option.

Nothing herein shall modify your status as an at-will employee of the Company. Further, nothing herein guarantees you employment for any specified period of time. This means that either you or the Company may terminate your employment at any time for any reason, with or without cause, or for no reason. You recognize that, for instance, you may terminate your employment or the Company may terminate your employment prior to the date on which your option becomes vested or exercisable.

Any dispute or disagreement between you and the Company with respect to any portion of this option or its validity, construction, meaning, performance or your rights hereunder shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to arbitration you will attempt to resolve any disputes or disagreements with the Company over this option amicably and informally, in good faith, for a period not to exceed two weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, you and the Company may resolve the dispute by settlement. You and the Company shall equally share the costs charged by the American Arbitration Association or its successor, but you and the Company shall otherwise be solely responsible for your own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on you and the Company. Further, neither you nor the Company shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award.

This option shall be subject to the terms of the Plan in effect on the date this option is granted, which terms are hereby incorporated herein by reference and made a part hereof. In the event of any conflict between the terms of this option and the terms of the Plan in effect on the date of this option, the terms of the Plan shall govern. This option constitutes the entire understanding between the Company and you with respect to the subject matter hereof and no amendment, supplement or waiver of this option, in whole or in part, shall be binding upon the Company unless in writing and signed by the President of the Company. This option and the performances of the parties hereunder shall be construed in accordance with and governed by the laws of the State of Delaware.

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Please sign the copy of this option and return it to the Company's Secretary, thereby indicating your understanding of and agreement with its terms and conditions.

	GigaBeam Corporation


	By: _________________________________

I hereby acknowledge receipt of a copy of the foregoing stock option and the Plan, and having read them hereby signify my understanding of, and my agreement with, their terms and conditions. I accept this option in full satisfaction of any previous written or verbal promises made to me by the Company with respect to option grants.

________________________________

______________________________

(Signature)

(Date)

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APPENDIX II

NON-QUALIFIED STOCK OPTION FOR OFFICERS AND OTHER

KEY EMPLOYEES

To:

Name

Address

Date of Grant:

This option shall terminate and is not exercisable after ten years from the date of its grant (the “Scheduled Termination Date”), except if terminated earlier as hereafter provided.

Your option may first be exercised on and after _____ year from the date of grant, but not before that time. On and after ______ year and prior to _______ years from the date of grant, your option may be exercised for up to _______ of the total number of shares subject to the option minus the number of shares previously purchased by exercise of the option (as adjusted for any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances). Each succeeding year thereafter your option may be exercised for up to an additional ______ of the total number of shares subject to the option minus the number of shares previously purchased by exercise of the option (as adjusted for any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances). Thus, this option is fully exercisable on and after ______ years after the date of grant, except if terminated earlier as provided herein.

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Any other event deemed to constitute a “Change of Control” by the Committee.

You may exercise your option by giving written notice to the Secretary of the Company on forms supplied by the Company at its then principal executive office, accompanied by payment of the option price for the total number of shares you specify that you wish to purchase. The payment may be in any of the following forms: (a) cash, which may be evidenced by a check and includes cash received from a stock brokerage firm in a so-called “cashless exercise”; (b) (unless prohibited by the Committee) certificates representing shares of Common Stock of the Company, which will be valued by the Secretary of the Company at the fair market value per share of the Company's Common Stock (as determined in accordance with the Plan) on the date of delivery of such certificates to the Company, accompanied by an assignment of the stock to the Company; or (c) (unless prohibited by the Committee) any combination of cash and Common Stock of the Company valued as provided in clause (b). The use of the so-called attestation procedure to exercise a stock option may be permitted by the Committee. Any assignment of stock shall be in a form and substance satisfactory to the Secretary of the Company, including guarantees of signature(s) and payment of all transfer taxes if the Secretary deems such guarantees necessary or desirable.

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another Company subsidiary corporation. Your employment shall not be deemed to have terminated if you are transferred from the Company to a Company subsidiary corporation, or vice versa, or from one Company subsidiary corporation to another Company subsidiary corporation.

Except for transfers to _____________ under the terms set forth in the Plan, this option is not transferable otherwise than by will or the laws of descent and distribution, and is exercisable during your lifetime only by you, including, for this purpose, your legal guardian or custodian in the event of disability. Until the option price has been paid in full pursuant to due exercise of this option and the purchased shares are delivered to you, you do not have any rights as a stockholder of the Company. The Company reserves the right not to deliver to you the shares purchased by virtue of the exercise of this option during any period of time in which the Company deems, in its sole discretion, that such delivery would violate a federal, state, local or securities exchange rule, regulation or law.

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Notwithstanding anything to the contrary contained herein, this option is not exercisable until all the following events occur and during the following periods of time:

(a)

Until the Plan pursuant to which this option is granted is approved by the stockholders of the Company in the manner prescribed by the Code and the regulations thereunder;

(b)

(c)

(d)

(a)

The optionee hereby agrees, warrants and represents that he will acquire the Common Stock to be issued hereunder for his own account for investment purposes only, and not with a view to, or in connection with, any resale or other distribution of any of such shares, except as hereafter permitted. The optionee further agrees that he will not at any time make any offer, sale, transfer, pledge or other disposition of such Common Stock to be issued hereunder without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Company to the effect that the proposed transaction will be exempt from such registration. The optionee shall execute such instruments, representations, acknowledgements and agreements as the Company may, in its sole discretion, deem advisable to avoid any violation of federal, state, local or securities exchange rule, regulation or law.

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(b)

The certificates for Common Stock to be issued to the optionee hereunder shall bear the following legend:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. The shares have been acquired for investment and may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Company that the proposed transaction will be exempt from such registration."

It is the intention of the Company and you that this option shall not be an "Incentive Stock Option" as that term is used in Section 422(b) of the Code and the regulations thereunder.

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Please sign the copy of this option and return it to the Company's Secretary, thereby indicating your understanding of and agreement with its terms and conditions.

	GigaBeam Corporation



	By:_________________________________

I hereby acknowledge receipt of a copy of the foregoing stock option and, having read it hereby signify my understanding of, and my agreement with, its terms and conditions.

______________________________	_______________________________
(Signature)	(Date)

II-6

APPENDIX III

NON-QUALIFIED STOCK OPTION FOR DIRECTORS

AND IMPORTANT CONSULTANTS

To:

Name

Address

Date of Grant:

This option shall terminate and is not exercisable after ten years from the date of its grant (the “Scheduled Termination Date”), except if terminated earlier as hereafter provided.

Your option may first be exercised on and after ______ year from the date of grant, but not before that time. On and after _____ year and prior to ______ years from the date of grant, your option may be exercised for up to ________ of the total number of shares subject to the option minus the number of shares previously purchased by exercise of the option (as adjusted for any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances). Each succeeding year thereafter your option may be exercised for up to an additional _________ of the total number of shares subject to the option minus the number of shares previously purchased by exercise of the option (as adjusted for any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its sole discretion to be similar circumstances). Thus, this option is fully exercisable on and after __________ years after the date of grant, except if terminated earlier as provided herein.

III-1

Committee deems in its sole discretion to be similar circumstances) and your vesting date will accelerate accordingly. A “Change of Control” shall be deemed to have occurred upon the happening of any of the following events:

Any other event deemed to constitute a “Change of Control” by the Committee.

You may exercise your option by giving written notice to the Secretary of the Company on forms supplied by the Company at its then principal executive office, accompanied by payment of the option price for the total number of shares you specify that you wish to purchase. The payment may be in any of the following forms: (a) cash, which may be evidenced by a check and includes cash received from a stock brokerage firm in a so-called “cashless exercise”; (b) (unless prohibited by the Committee) certificates representing shares of Common Stock of the Company, which will be valued by the Secretary of the Company at the fair market value per share of the Company's Common Stock (as determined in accordance with the Plan) on the date of delivery of such certificates to the Company, accompanied by an assignment of the stock to the Company; or (c) (unless prohibited by the Committee) any combination of cash and Common Stock of the Company valued as provided in clause (b). The use of the so-called attestation procedure to exercise a stock option may be permitted by the Committee. Any assignment of stock shall be in a form and substance satisfactory to the Secretary of the Company, including guarantees of signature(s) and payment of all transfer taxes if the Secretary deems such guarantees necessary or desirable.

Your option will, to the extent not previously exercised by you, terminate three months after the date on which you cease for any reason to be a director of, or consultant to, the Company or a subsidiary corporation (whether by death, disability, resignation, removal, failure to be reappointed, reelected or otherwise, or the expiration of any consulting arrangement, and regardless of whether the failure to continue as a director or consultant was for cause or without cause or otherwise), but in no event later than ten years from the date this option is granted. After the date you cease to be a director or consultant, you may exercise this option only for the number of shares which you had a right to purchase and did not purchase on the date you ceased to be a director or consultant. Provided you are willing to continue your relationship for the Company or a successor after a Change of Control at the same terms you enjoyed immediately prior to such Change of Control, if your relationship is involuntarily terminated without cause after a Change of Control, you may exercise this option for the number of shares you would have had a right to purchase on the date of an acceleration event. If you are a director of, or consultant to, a subsidiary corporation, your directorship or consultancy shall be deemed to have terminated on the date such company ceases to be a subsidiary corporation, unless you are also a director of, or consultant to, the Company or another subsidiary corporation, or on that date became a director of, or consultant to, the Company or another subsidiary corporation. Your directorship or consultancy shall not be deemed to have terminated if you cease being a director of, or consultant to, the Company or a subsidiary corporation but are or concurrently therewith become a director of, or consultant to, the Company or another subsidiary corporation.

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Notwithstanding anything to the contrary contained herein, this option is not exercisable until all the following events occur and during the following periods of time:

(a)

Until the Plan pursuant to which this option is granted is approved by the stockholders of the Company in the manner prescribed by the Code and the regulations thereunder;

(b)

(c)

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(d)

(a)

(b)

The certificates for Common Stock to be issued to the optionee hereunder shall bear the following legend:

It is the intention of the Company and you that this option shall not be an "Incentive Stock Option" as that term is used in Section 422(b) of the Code and the regulations thereunder.

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Nothing herein guarantees your term as a director of, or consultant to, the Company for any specified period of time. This means that either you or the Company may terminate your relationship with the Company at any time for any reason, with or without cause, or for no reason. You recognize that, for instance, the Company may terminate your relationship with the Company prior to the date on which your option becomes vested or exercisable.

Please sign the copy of this option and return it to the Company's Secretary, thereby indicating your understanding of and agreement with its terms and conditions.

	GigaBeam Corporation



	By: _________________________________

III-5

I hereby acknowledge receipt of a copy of the foregoing stock option and, having read it hereby signify my understanding of, and my agreement with, its terms and conditions.

______________________________	_______________________________
(Signature)	(Date)

III-6

GIGABEAM CORPORATION

470 Springpark Place, Suite 900

Herndon, Virginia 20170

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 24, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Louis S. Slaughter and Douglas G. Lockie, and each of them, Proxies, with full power of substitution in each of them, in the name, place and stead of the undersigned, to vote at the Annual Meeting of Stockholders of GigaBeam Corporation on Friday, June 24, 2005, at the Harvard Club of New York City, 35 West 44^th Street, New York, New York 10036, or at any adjournment or adjournments thereof, according to the number of votes that the undersigned would be entitled to vote if personally present, upon the following matters:

ELECTION OF CLASS I DIRECTOR:

FOR the nominee listed below

WITHHOLD AUTHORITY

(except as marked to the contrary below).

to vote for the nominee listed below.

Alphonse M. Lucchese

PROPOSAL TO RATIFY THE AMENDMENT TO THE COMPANY’S 2004 STOCK OPTION PLAN AS MORE FULLY DESCRIBED IN THE COMPANY’S ACCOMPANYING PROXY STATEMENT.

FOR

AGAINST

ABSTAIN

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Continued and to be signed on reverse side)

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.

DATED: _____________________, 2005

Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Signature

Signature if held jointly

Please mark, sign, date and return this proxy card promptly using the enclosed envelope.