SERVICE AGREEMENT BETWEEN
                   PILOT TRAVEL CENTERS LLC AND SIRICOMM, INC.

        THIS SERVICE AGREEMENT ("Agreement") entered into this 27th day of May
2004 between SiriCOMM, Inc. ("SiriCOMM"), a Delaware corporation having its
principal place of business at 2900 Davis Blvd, Suite 130, Joplin, Missouri
64804, and Pilot Travel Centers LLC ("Pilot") a Delaware limited liability
company, having its principal place of business at 5508 Lonas Road, Knoxville,
Tennessee 37909.

        WHEREAS, SiriCOMM is in the process of developing a broadband wireless
network infrastructure for the commercial transportation industry market that,
when developed, will allow users to connect to the SiriCOMM network through
wireless transmission and receiving equipment installed in strategic locations
that will include, but not be limited to, travel centers and weigh stations.

        NOW THEREFORE, for and in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

        1. Method of Operation. Pilot warrants that they are the owner or lessee
of the property or properties listed on Schedule A, attached hereto and
incorporated herein by reference ("Property" or "Properties"), and hereby grants
to SiriCOMM the right to operate and maintain the Equipment (defined below). The
right to maintain the Equipment includes the right to reconstruct, improve,
repair, add to, remove or partially disconnect the Equipment as deemed necessary
by SiriCOMM and approved by Pilot ("Equipment Maintenance"). The rights granted
to SiriCOMM allow any person, firm, or corporation under the employ of or
contract with SiriCOMM that has been given prior approval by Pilot to enter the
Properties, the right to lay cable, conduits, or other Equipment, all in
accordance with designs and specifications that have, in either case, been
approved by Pilot. Pilot hereby further grants 24-hour access to the Properties
for Equipment Maintenance. Pilot will be provided with a report of SiriCOMM' s
site survey and shall, at its sole discretion, give its approval to the
deployment method outlined by SiriCOMM and/or its designates and should the
deployment negatively impact on the current services deployed at the Properties,
then SiriCOMM hereby agrees to amend its deployment method to the satisfaction
of Pilot. Pilot will have a maximum of five (5) business days to inform
SiriCOMM, in writing, regarding any required amendment to the deployment method.

        2. Term. The "Initial Term" shall begin on the date hereof, (the
"Effective Date"), and end upon the completion of sixty (60) months. The
Agreement will automatically expire at the end of the Initial Term unless either
party has delivered written notice of its intent to extend the Agreement at
least ninety (90) days prior to the end of the Initial Term and if such notice
is delivered, then this Agreement shall be extended into a new extended term
("Extended Term") which shall only be extended for a one year basis upon the
expiration of the Initial Term or any Extended Term. Either party may terminate
this Agreement during the Extended Term upon sixty (60) days prior written
notice. Term shall mean the Initial Term and the Extended Term. Pilot hereby
grants SiriCOMM a license and easements (the "License") to erect, install, use
and maintain on the premises, SiriCOMM services (defined below), as provided by
State and Federal

                                     Page 1
<PAGE>

Laws, and Equipment as may be required for the performance by SiriCOMM of its
undertaking as herein set forth during the Initial Term or any Extended Term.
"SiriCOMM's Services" include, but are not limited to, services relating to
Wireless Fidelity ("Wi-Fi"), Wireless Local Area Network ("WLAN") or wireless
access to Internet services and networks; as well as any technologies and/or
network communications (wireline, etc.) required to support SiriCOMM' s wireless
connectivity ("SiriCOMM Services"). Nothing contained herein shall be construed
as (i) granting to SiriCOMM any property or ownership rights in the real or
personal property of Pilot, (ii) granting title to Pilot or any right, or
interest in or to the Equipment, or (iii) creating a partnership, or joint
venture relationship between Pilot and SiriCOMM in fulfillment of SiriCOMM's
obligations under this Agreement. These rights granted do not allow and SiriCOMM
shall not, at any time, record or attempt to record this Agreement, any
memorandum thereof, or any other instrument against the real property of Pilot
or the Properties. The License granted hereby shall also permit SiriCOMM to
utilize the power supplied to the Property to provide power to Equipment
installed by SiriCOMM.

        3. Infrastructure. SiriCOMM shall be responsible for acquisition and
installation of a broadband data network in each of the Pilot Proprieties, all
at its sole expense. Components at each location shall include: a two-way VSAT
dish with receiver/transmitter, satellite router, server, wireless transmission
equipment including Wireless-Fidelity (WiFi) access points, wiring, and all
other necessary equipment and software (the "Equipment") to render the network
serviceable. SiriCOMM will be responsible for satellite carrier transponder
access at its sole expense.

        4. License of Non-Exclusivity. Because multiple wireless networks can
cause conflicts and disrupt or degrade services that are substantially the same
as the SiriCOMM Services, SiriCOMM agrees that the License granted herein is
non-exclusive to SiriCOMM. Pilot has granted a license to other land-based
wireless carrier to provide wireless digital telecommunications services to the
Properties and SiriCOMM hereby acknowledges the grant of such license. Should
Pilot grant an additional license and/or access to the Properties covered under
this Agreement to any other land-based wireless carrier whose services include
or may include the deployment of Wireless Fidelity, wireless digital
telecommunication services or access on the Properties that conflict, disrupt or
degrade SiriCOMM's services or the services of any other service provider,
SiriCOMM shall work with Pilot and any other wireless service provider that may
exist at the Properties to ensure that the technologies deployed can mutually
co-exist at the Properties.

        5. Use of Facilities and Equipment. SiriCOMM shall use the Equipment for
a wireless network to provide communication services to customers for the use in
and around the Property. Except as otherwise provided herein, at no time during
the term hereof will Pilot or any third party have the right to use, alter,
adjust, operate, modify, move, or affect in any way SiriCOMM's Equipment without
the express written consent of SiriCOMM. Pilot acknowledges that the Equipment
shall at all times remain the property of SiriCOMM. SiriCOMM can provide
consulting to Pilot for each Property for installation, equipment and
communication's engineering questions. Pilot must notify SiriCOMM thirty (30)
days prior to any significant modification being done and should the said
modification impact the delivery of the SiriCOMM services to the account holders
or end-users at the Properties, SiriCOMM does have the right to

                                     Page 2
<PAGE>

demand that the Pilot modify the configuration to SiriCOMM's acceptance.
SiriCOMM's Equipment will be installed to enable the Pilot to use bandwidth for
Pilot's own internal use.

        6. Installation/Maintenance/Repair. SiriCOMM agrees to perform all work
in a safe manner consistent with the highest construction standards and any
damage caused to property shall be the responsibility of SiriCOMM. SiriCOMM also
agrees to perform all work in such a way as to minimize interference with the
operation of the Property and Pilot. SiriCOMM will implement a best practices
policy designed to prevent and/or mitigate interference with any other wireless
service, computer network or any other service used by Pilot or its customers.
The risk of loss to the Equipment remains the sole risk and responsibility of
SiriCOMM and SiriCOMM accepts all responsibility of risk of loss of the
Equipment. Pilot shall not be liable for damage thereto from theft,
misappropriation or loss, regardless of the cause thereof, except in case of
negligence, unlawful activity or willful misconduct by Pilot or its employees or
agents. Pilot shall not interfere with SiriCOMM's use, operation or maintenance
of the Equipment. It is anticipated between the parties that network
installation shall commence immediately following the execution of this
Agreement. Consistent with Pilot's prior approval rights contained in Section 1
above, if power is not present or adequate at the Properties parking areas or
interior portion of the Properties, SiriCOMM, shall be solely and exclusively
responsible for making recommendations, touching, advising, adding to or
correcting the current state of power at the Properties parking area or interior
portion of the Pilot's Properties. SiriCOMM is solely responsible for any costs
to ensure the adequacy of power needed for Pilot's Properties parking area or
interior of Pilot's Properties, including but not limited to any
recommendations, modifications or adjustments made to the power by Pilot or
their agents to accommodate the installation of the Equipment. Should Pilot have
or in the future install redundant/auxiliary power back-up facilities at any of
its Proprieties, SiriCOMM shall have access to such facilities. At the
termination of this Agreement, SiriCOMM shall, at its sole cost and expense,
remove the Equipment from the Property, and repair all damage caused by such
removal. All property must be removed by SiriCOMM within a reasonable amount of
time after the termination of this Agreement, not to exceed ninety (90) days.

        7. SiriCOMM's Other Obligations.

                7.1 The Parties agree that while SiriCOMM shall use reasonable
efforts to complete the installation of the SiriCOMM Equipment and SiriCOMM
Services at the Properties pursuant to the terms of this Agreement, SiriCOMM's
obligations to install the SiriCOMM Equipment and SiriCOMM Services at any of
the Properties is subject to:

                        (i) Pilot having ownership or control over the
Properties at the time SiriCOMM commences installation of the SiriCOMM Equipment
and SiriCOMM Services;

                        (ii) Pilot authorizing SiriCOMM to use its standard
construction methods and materials with respect to the installation of the
SiriCOMM Equipment and SiriCOMM Services at Properties;

                        (iii) Completion of satisfactory engineering surveys at
all Properties;

                                     Page 3
<PAGE>

                        (iv) Confirmation that no part of the SiriCOMM Equipment
and SiriCOMM Services crosses a public right of way adjacent to Properties;

                        (v) Receipt from Pilot of all requested maps, blue
prints and other relevant information relating to Properties on a timely basis;
and

                        (vi) SiriCOMM not being able to complete any such
installation because of any of the following: floods, civil unrest, acts of God;
war; governmental interference or embargoes; labor strikes; failure of others to
supply permits, fuel, power, materials or supplies; transportation delays by
third parties; or any other cause beyond the control of SiriCOMM.

                7.2 If a travel center becomes a Property, SiriCOMM, at its sole
cost and expense and in the manner provided herein, shall install and
continually maintain at such Property at which the SiriCOMM Equipment and
SiriCOMM Services is to be installed, equipment consisting of the following;

                        (i) Equipment sufficient to provide the SiriCOMM
Services;

                        (ii) SiriCOMM shall install the Equipment in a
workmanlike and efficient manner, without unreasonable interference with the
operation of the Properties. SiriCOMM shall use its best efforts to minimize the
disruption to traffic flow and parking space availability and complete the
installation of the Equipment at the Properties within thirty (30) days of
commencement of installation of the Equipment.

                7.3 SiriCOMM and Pilot agree that as of the signature date of
this Agreement the radio frequencies and/or spectrum that SiriCOMM is using to
support its wireless Internet connectivity is "unlicensed." However, SiriCOMM
warrants that deployments will only include radio equipment that is certified by
the appropriate federal and state agencies and regulatory agencies. SiriCOMM
shall on a timely basis secure, and continuously maintain in full force and
effect, all licenses, permits and approvals required by governmental authorities
with respect to the installation, operation, and maintenance of the Equipment
providing the SiriCOMM Services. SiriCOMM shall cooperate with Pilot in the
submittal of any plans and permit applications so that Pilot can combine any
permit or plan approval it is seeking with approval of the Equipment
installation plans or permits unless such cooperation will result in the
approval of the plans or permits for the Equipment being delayed and in such
case Pilot and SiriCOMM shall use their reasonable judgment on whether to
continue to connect the joint processing of such plans or permits.

                7.4 SiriCOMM shall maintain a good quality signal and reception
through the SiriCOMM Services comparable to the signal and reception supplied
for regular WI-FI networks and telecommunications services to home consumers.

                7.5 SiriCOMM and Pilot hereby agree that SiriCOMM shall have all
SiriCOMM Services built, fully installed and fully operational at all the
Properties within three (3) months of the date of this Agreement. Pilot agrees
that it will cooperate fully and not otherwise impede the installation of the
SiriCOMM equipment. Should such an impediment be

                                     Page 4
<PAGE>

identified, SiriCOMM will notify Pilot in writing. In the event SiriCOMM fails
to complete installation of the SiriCOMM Services at the Properties within three
(3) months where no such impediment has been identified by SiriCOMM, then Pilot
shall provide SiriCOMM notice of this failure and SiriCOMM shall be given thirty
(30) days to cure such default. In the event SiriCOMM fails to cure such
default, then this Agreement may be immediately terminated, by either party by
giving written notice to the other party in accordance with this Agreement and
after said notice, this Agreement shall be of no further force and effect.

        8. Representations and Warranties of SiriCOMM.

                8.1 SiriCOMM is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has full power
and authority: (i) to enter into this Agreement; and (ii) to carry out the other
transactions and agreements contemplated by this Agreement.

                8.2 The execution, delivery and performance of this Agreement by
SiriCOMM has been duly authorized by all necessary action of SiriCOMM. This
Agreement, and each of the other documents to be executed and delivered by
SiriCOMM pursuant to this Agreement, have been duly executed and delivered by
SiriCOMM and are the valid and binding obligations of SiriCOMM, enforceable in
accordance with their respective terms, subject only as to enforceability
affected by bankruptcy, insolvency or similar laws affecting the rights of
creditors generally and by general equitable principles. The execution, delivery
and performance of this Agreement, and the other documents to be executed,
delivered and performed by SiriCOMM pursuant to this Agreement, will not: (i)
conflict with or violate any provision of SiriCOMM's organizational documents,
or any law, ordinance or regulation, or any decree or order of any court or
administrative or other governmental body, which is either applicable to,
binding upon or enforceable against SiriCOMM; or (ii) result in any breach of,
or default under, or cause the acceleration of performance of any mortgage,
contract, agreement, indenture or other instrument which is either binding upon
or enforceable against SiriCOMM.

                8.3 SiriCOMM is not required to obtain the approval, consent or
waiver of any other person or entity for the execution, delivery or performance
of this Agreement.

                8.4     (i) SiriCOMM warrants that it is experienced in the
SiriCOMM Services to be provided on behalf of Pilot, possesses the skills and
resources to complete the installation of the SiriCOMM Equipment and to provide
the Services. The Services shall be performed in a good and workmanlike manner
by qualified, careful and efficient workers in accordance with this Agreement,
in strict conformity with the best standard practices and in a manner protective
of its employees, the public and the environment.

                        (ii) SiriCOMM will warrant the foregoing warranties in
Section 8.4 (i) above for a period of one (1) year from the date the SiriCOMM
Equipment is completed and accepted by Pilot. In the event the SiriCOMM
Equipment or its installation fails to meet any of the foregoing warranties
within the period specified above, without waiving any other rights or remedies
Pilot may have at law, SiriCOMM agrees forthwith to correct, repair or replace
the

                                     Page 5
<PAGE>

SiriCOMM Equipment and any damage to other work or material at SiriCOMM' s
expense without cost to Pilot.

                        (iii) Labor, equipment and materials furnished by
SiriCOMM pursuant to Section 8.4 (ii) above to correct defects shall be
warranted by SiriCOMM in accordance with the warranties set forth in Section 8.4
(i) and (ii) above for a period of twelve (12) months from the date of
completion of the correction.

                        (iv) In the event SiriCOMM was notified of any failure
of SiriCOMM's foregoing warranties and failed to correct promptly and adequately
such installation, Pilot shall have the right to correct or to have such
installation corrected and Pilot shall be entitled to deduct the cost of such
corrective work from any monies due or becoming due to SiriCOMM under this
Agreement or otherwise. In the event that no monies are due or shall become due
to SiriCOMM under this Agreement then SiriCOMM shall promptly pay Pilot the
costs incurred in correcting such work.

                        (v) In the event ownership of the SiriCOMM Systems are
transferred to Pilot, any warranties made by manufacturers, suppliers,
subcontractors or others acting in the interest of the parties to this
Agreement, shall inure to the benefit of Pilot. All of SiriCOMM's warranties
under this Agreement that are made to Pilot shall inure to the benefit of Pilot.

                8.5 SiriCOMM shall ensure that the network deployment and
service is complimentary and consistent with requirements outlined by industry
associations, certification groups and "standards" committee. Namely SiriCOMM
warrants that authentication for access to the network will be managed by User
Identification and Password codes for manually initiated requests for access as
well as support automated access authorization (based on MAC address
authentication) to support connectivity to the network by industry related
applications and/or third party service providers.

                8.6 All of the information contained in the representations and
warranties of SiriCOMM set forth in this Agreement, or in any of the documents
delivered, or to be delivered herewith or after the execution hereof, as set
forth in any provision of this Agreement, is true, accurate and complete.

        9. Operations. SiriCOMM will be responsible for the activities of the
Network Operations Center (NOC) at its sole expense. The NOC activities shall
include 24 hour x 7 days per week monitoring of SiriCOMM's Service, Equipment,
network maintenance, and a customer service center. Should maintenance personnel
be necessary at a Pilot facility, such maintenance shall be the sole
responsibility of SiriCOMM.

        10. On-Site Tasks. Situations may arise that require on-site attention.
If SiriCOMM is unable to coordinate timely on-site maintenance (meaning within
twenty-four hours after a request by Pilot for maintenance at any Property),
SiriCOMM may call upon third party contractors to perform required tasks. In the
event SiriCOMM has to make use of third party contractors, the complete task
will be monitored and supported at all times by SiriCOMM technical staff and
will be at SiriCOMM's sole cost and expense. SiriCOMM hereby agrees to complete
all on-site maintenance within two business days of request by Pilot, provided,

                                     Page 6
<PAGE>

however, if SiriCOMM is unable to complete such maintenance due to parts
unavailability and no fault of its own, its maintenance obligation shall be
delayed until the parts become available. Then such maintenance shall be
completed in the remaining portion of the two business days. As used here
business days means Monday through Friday of every week.

        11. Emergency Network Service. SiriCOMM shall provide at no cost to
Pilot, emergency network service access (redundancy) as stand-in for Pilot's
terrestrial data network. Pilot will be responsible for all costs associated
with developing such redundancy to include, software and/or hardware that may be
necessary to enable the redundant network capability. However, to the extent
that any software has to be added to the SiriCOMM servers to accomplish the
redundant network capability, such software cost shall be the responsibility of
SiriCOMIVI. SiriCOMM shall provide access to the VSAT-based network with the
goal of the redundancy to be "automated". The goal of the automated capability
is to make the "switch" from the current terrestrial environment to the VSAT
back-up facilities without human intervention. The redundancy provided by
SiriCOMM will be limited to a reasonable amount of time, not to exceed a seventy
(72) hour period for Pilot's terrestrial based network to be repaired and all
services transitioned back to the original form.

        12. Termination.

                12.01. The occurrence of any of the following shall constitute a
material default and breach of this Agreement by SiriCOMM:

                (a) The vacating or abandonment of any Property by SiriCOMM
without Pilot's prior written consent;

                (b) The failure by SiriCOMM to make any payment required to be
made by SiriCOMM hereunder as and when due and such failure continues for a
period of ten (10) days after Pilot notifies SiriCOMM of such failure in
writing;

                (c) The failure by SiriCOMM to observe or perform any other
provision of this Agreement to be observed or performed by SiriCOMM, other than
those described in Section 12.01 (a) and Section 12.01 (b) above, if such
failure continues for thirty (30) days after written notice thereof by Pilot to
SiriCOMM; provided, however, that if the nature of the default is such that it
cannot be cured within the thirty (30) day period, no default shall exist if
SiriCOMM commences the curing of the default within the thirty (30) day period
and thereafter diligently prosecutes the same to completion. The thirty (30) day
notice described herein shall be in lieu of, and not in addition to, any notice
required under any law now or hereafter in effect requiring that notice of
default be given prior to the commencement of an unlawful detainer or other
legal proceeding;

                (d) The making by SiriCOMM of any general assignment or general
arrangement for the benefit of creditors; or the filing by or against SiriCOMM
of a petition to have SiriCOMM adjudged a bankrupt, or a petition or
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against SiriCOMM, the same is dismissed within one
hundred twenty (120) days); or the appointment of a trustee or a receiver to
take possession of substantially all of SiriCOMM's assets or of SiriCOMM's
interest in this

                                     Page 7
<PAGE>

Agreement, where possession is not restored to SiriCOMM within thirty (30) days
of the attachment, execution or other judicial seizure of substantially all of
SiriCOMM's assets or of SiriCOMM's interest in this Agreement, where such
seizure is not discharged in thirty (30) days;

                (e) SiriCOMM's failure to vacate and surrender the Properties as
required by this Agreement upon the expiration of the Term or termination of
this Agreement; and

                (f) SiriCOMM's failure to remove the SiriCOMM Services and
Equipment and related equipment, from the Properties as required by this
Agreement upon the expiration of the Term or termination of this Agreement.

                12.02 Pilot's Right To Terminate Upon SiriCOMM Default. In the
event of any default by SiriCOMM as provided in Section 12.01 above, Pilot shall
have the right to terminate this Agreement and recover possession of the
Properties and purchase for fair market value the Equipment from SiriCOMM if
Pilot shall elects to use the Equipment by giving written notice to SiriCOMM of
Pilot's election to terminate this Agreement, in which event Pilot shall be
entitled to receive from SiriCOMM:

                (a) The worth at the time of termination of any unpaid SiriCOMM
Services which had been earned at the time of such termination; plus

                (b) At Pilot's election, such other amounts in addition to or in
lieu of the foregoing as may be permitted from time to time by applicable law;
and

                (c) At Pilot's election, it shall take possession of the
Equipment and title to the Equipment shall pass to Pilot immediately upon its
taking possession and paying SiriCOMM for the Equipment provided Pilot may
offset against the purchase price any amounts otherwise due from SiriCOMM
hereunder in which case Pilot shall be entitled to all rights of an owner of the
Equipment including the right to continue to perform as contemplated under
Section 12.03 and 12.04 below.

                12.03 Pilot's Right To Continue Agreement Upon SiriCOMM Default.
In the event of a default of this Agreement and abandonment of the Properties by
SiriCOMM, if Pilot does not elect to terminate this Agreement as provided in
Section 12.02 above, Pilot may from time to time, without terminating this
Agreement, enforce all of its rights and remedies under this Agreement. Without
limiting the foregoing, Pilot has the remedy to continue this Agreement in
effect after SiriCOMM's breach and abandonment and recover money due Pilot as it
becomes due.

                12.04 Right of Pilot to Perform. All covenants and agreements to
be performed by SiriCOMM under this Agreement shall be performed by SiriCOMM at
SiriCOMM's sole cost and expense. If SiriCOMM shall fail to pay any sum of money
required to be paid by it hereunder or shall fail to perform any other act on
its part to be performed hereunder, Pilot may, but shall not be obligated to,
make any payment or perform any such other act on SiriCOMM's part to be made or
performed, without waiving or releasing SiriCOMM of its obligations under this
Agreement. Any sums so paid by Pilot and all necessary incidental costs,
together with

                                     Page 8
<PAGE>

interest thereon at the lesser of the maximum rate permitted by law, if any, or
twelve percent (12%) per annum from the date of such payment, shall be payable
to Pilot as additional sums on demand and Pilot shall have the same rights and
remedies in the event of nonpayment as in the case of default by SiriCOMM in the
payment of Rent.

                12.05 Non-Waiver. Nothing in this Article shall be deemed to
affect Pilot's rights to indemnification for liability or liabilities arising
prior to termination of this Agreement for personal injury or property damages
under the indemnification clause or clauses contained in this Agreement. No
acceptance by Pilot of a lesser sum than that then due shall be deemed to be
other than on account of the earliest installment of such rent due, nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment as rent be deemed an accord and satisfaction, and Pilot may accept
such check or payment without prejudice to Pilot's right to recover the balance
of such installment or pursue any other remedy in the Agreement.

                12.06 Cumulative Remedies. The specific remedies to which Pilot
may resort under the terms of this Agreement are cumulative and are not intended
to be exclusive of any other remedies or means of redress to which it may be
lawfully entitled in case of any breach or threatened breach by SiriCOMM of any
provisions of the Agreement. In addition to the other remedies provided in the
Agreement, Pilot shall be entitled to a restraint by injunction of the violation
or attempted or threatened violation of any of the covenants, conditions or
provisions of the Agreement or to a decree compelling specific performance of
any such covenants, conditions or provisions.

                12.07 Re-Entry Not Termination. No re-entry or taking possession
of the Equipment and related equipment, at each Property by Pilot pursuant to
this Section 12 shall be construed as an election to terminate this Agreement
unless a written notice of such intention be given to SiriCOMM or unless the
termination thereof be decreed by a court of competent jurisdiction.

                12.08 Default by Pilot. Pilot's failure to perform or observe
any of its obligations under this Agreement shall constitute a default by Pilot
under this Agreement only if such failure shall continue for a period of thirty
(30) days (or the additional time, if any, that is reasonably necessary to
promptly and diligently cure the failure) after Pilot receives written notice
from SiriCOMM specifying the default. The notice shall give in reasonable detail
the nature and extent of the failure and shall identify the Agreement provisions
containing the obligations. If Pilot shall default in the performance of any of
its obligations under this Agreement (after notice and opportunity to cure as
provided herein), SiriCOMM may pursue any remedies available to it under this
Agreement in law or equity.

                12.09 It is understood and agreed that, in view of the
substantial investment SiriCOMM shall have in the Equipment, if a non-monetary
default of SiriCOMM occurs or relates to a particular Property (e.g., if the
default arises out of the installation or operation of Equipment at a particular
Property as opposed to SiriCOMM's failing to make a monthly payment to Pilot of
Pilot's share of revenues), then this Agreement may be terminated as to the
particular Property in question, but not as to Properties. This provision is
further in recognition of the fact that SiriCOMM will be employing different
contractors in different locations to install

                                     Page 9
<PAGE>

the Equipment and SiriCOMM should not be penalized as to all Properties solely
because of a problem with a contractor at a particular Property. Notwithstanding
the forgoing, in the event there are more than five (5) non-monetary defaults in
any one year of the Term of this Agreement then, if one more non-monetary
default is received in the same year, Pilot shall have the right to declare this
entire Agreement in default provided all the then existing non-monetary defaults
are not cured within thirty (30) days.

                12.10 Notwithstanding anything to the contrary contained in this
Agreement, either party shall have the absolute right to terminate this
Agreement on one hundred eighty (180) days prior written notice.

                12.11 In the event this Agreement is terminated, both parties
agree to use best efforts to manage the transfer of the Virtual Private Network
and Accounts. Month to month support of the Virtual Private Network will be
secured by Pilot so that it will continue after the one hundred eighty (180) day
termination notice until such time as a new provider installs a new Virtual
Private Network at Pilot's Properties. The terms for the month to month support
and service will continue under the current Agreement with SiriCOMM as long as
Pilot continues to allow Accounts to access the SiriCOMM wireless services from
Pilot's locations. The month to month arrangement after the termination period
shall not exceed a period of ninety (90) days.

        13. Indemnification and Waiver.

                13.1. SIRICOMM AGREES TO PROTECT, INDEMNIFY, HOLD HARMLESS, AND
DEFEND PILOT, ITS SUBSIDIARIES AND AFFILIATED COMPANIES, AND THE OFFICERS,
DIRECTORS, EMPLOYEES, WORKMEN, AGENTS, SERVANTS AND INVITEES OF PILOT, ITS
SUBSIDIARIES AND AFFILIATED COMPANIES, FROM AND AGAINST ALL LOSSES, DAMAGES
(INCLUDING PUNITIVE DAMAGES), DEMANDS, CLAIMS, SUITS AND OTHER LIABILITIES,
INCLUDING ATTORNEY FEES AND OTHER EXPENSES OF LITIGATION OR DEFENSE (ALL
HEREINAFTER REFERRED TO AS "CLAIMS"), BECAUSE OF:

                (I) BODILY INJURY, INCLUDING DEATH AT ANY TIME RESULTING
        THEREFROM, (II) DAMAGES TO ALL PROPERTY, INCLUDING LOSS OF USE THEREOF
        AND DOWNTIME,

                (III) CONTAMINATION OF OR ADVERSE EFFECTS ON THE ENVIRONMENT,
        INCLUDING BUT NOT LIMITED TO THE COST OF ASSESSMENT, REMEDIATION AND ALL
        OTHER RELATED ACTIVITIES,

                (IV) VIOLATION OF OR FAILURE TO COMPLY WITH ANY APPLICABLE LAW,
        ORDINANCE, REGULATION, RULE OR ORDER,

                                    Page 10
<PAGE>

                (V) A BREACH BY SIRICOMM, ITS EMPLOYEES, WORKMEN, AGENTS,
        SERVANTS, OR VENDORS, OF ANY TERM, OBLIGATION, DUTY, PROVISION OR
        WARRANTY CONTAINED HEREIN,

        WHICH OCCUR, EITHER DIRECTLY OR INDIRECTLY, 1N CONNECTION WITH
        PERFORMANCE OF THE WORK CONTEMPLATED HEREUNDER OR BY REASON OF SIRICOMM
        AND ITS EMPLOYEES, WORKMEN, AGENTS, SERVANTS, SUBCONTRACTORS AND VENDORS
        BEING PRESENT ON PILOT'S PREMISES, BUT ONLY IN THE CASE OF NEGLIGENCE,
        UNLAWFUL ACTIVITY OR WILLFUL MISCONDUCT BY SIRICOMM AND SUCH OTHER
        PARTIES, EXCEPT TO THE EXTENT THE TOTAL LIABILITY, LOSS OR DAMAGE IS
        ATTRIBUTABLE TO AND CAUSED BY THE SOLE AND EXCLUSIVE NEGLIGENCE OF
        PILOT, OR EXCEPT TO THE EXTENT AS LIMITED BY APPLICABLE LAW, AND

                (VI) INFRINGEMENT OF PATENT OR MISAPPROPRIATION OF TRADE SECRET
        OR PROPRIETARY RIGHTS OF ANY THIRD PARTY BY ANY DEVICE, PROCESS OR
        MATERIAL NOT SPECIFIED BY PILOT.

                13.2 SIRICOMM'S SAID AGREEMENT TO PROTECT, INDEMNIFY, HOLD
HARMLESS AND DEFEND AS SET FORTH IN PARAGRAPH 13.1 ABOVE SHALL NOT BE NEGATED OR
REDUCED BY VIRTUE OF SIRICOMM'S INSURANCE CARRIER'S DENIAL OF INSURANCE COVERAGE
OF THE OCCURRENCE OR EVENT WHICH IS THE SUBJECT MATTER OF THE CLAIMS AND/OR
REFUSAL TO DEFEND SIRICOMM OR PILOT. IN ADDITION, SIRICOMM WILL PAY ALL COSTS
AND EXPENSES, INCLUDING ATTORNEY FEES AND ALL OTHER EXPENSES OF LITIGATION
INCURRED BY PILOT TO ENFORCE THE FOREGOING AGREEMENT TO PROTECT, INDEMNIFY, HOLD
HARMLESS AND DEFEND PILOT.

                13.3 SiriCOMM hereby waives any claims, and releases Pilot, with
respect to any liabilities, costs, damages and expenses of whatever kind arising
directly or indirectly from the operation of the Equipment in the Property,
except as provided in paragraph 6 above and section 13.4 below.

                13.4 Pilot shall indemnify SiriCOMM and shall hold SiriCOMM its
subsidiaries, and affiliated companies, and the officers, directors, employees,
workmen, agents, servants, and invitees of SiriCOMM harmless from any damage to
any property or injury to, or death of, any person arising from any event caused
by the negligence or willful misconduct of Pilot, its agents, employees,
representatives, contractors, servants, or invitees or otherwise arising out of
or relating to the operation of the Properties by Pilot.

                13.5 The foregoing indemnity obligations of SiriCOMM and Pilot
shall include reasonable attorneys' fees, investigation costs and all other
costs and expenses incurred by SiriCOMM or Pilot, as the case may be, from the
first notice that any claim or demand has been made or may be made. The
provisions of this Section 13 shall survive the termination of this Agreement
with respect to any damage, injury or death occurring before such termination.

                                    Page 11
<PAGE>

        14. Insurance.

                14.1 Pilot shall maintain during the Term of this Agreement (or
any renewal term), at their sole cost and expense, comprehensive general
liability insurance in the minimum amount of Two Million Dollars ($2,000,000.00)
and umbrella coverage in the minimum amount of Five Million Dollars ($5,000,000)
providing coverage at each Property at which the SiriCOMM Equipment is installed
against any claims arising out of its own respective negligence and any
liabilities arising out of its respective products and/or services.

                14.2 SiriCOMM shall and it shall cause its subcontractors and
vendors to maintain during the Term of this Agreement (or any renewal term), at
their sole cost and expense, comprehensive general liability insurance in the
minimum amount of Two Million Dollars ($2,000,000.00) and umbrella coverage in
the minimum amount of Five Million Dollars ($5,000,000) providing coverage at
each Property at which the SiriCOMM Equipment is installed against any claims
arising out of its or its subcontractors and vendors performance of the duties
and obligations under this Agreement or their own respective negligence.
SiriCOMM may satisfy its obligations to provide the insurance required by this
Section 14.2 by providing certificates of insurance from the insurance companies
providing insurance to its subcontractors which mention this contractual
obligation to provide insurance and naming SiriCOMM and Pilot as additional
insureds on SiriCOMM's subcontractor's policies.

                14.3 Each party shall ensure that the other party is named as an
additional insured on policies of insurance that benefits such party or is
otherwise covered as its interest may appear. Each party hereto shall provide to
the other party with a certificate of insurance evidencing insurance coverage in
compliance with this Section 13. SiriCOMM and Pilot shall review the amount and
terms of insurance coverage on an annual basis and make such adjustments as may
be reasonably necessary based upon the prior years' claims experience.

        15. Consideration. SiriCOMM, a public company with fully verifiable
financials, will share profits with Pilot through direct profit sharing, equity
participation, and recurring monthly sales commissions as follows:

                15.1 Monthly SiriCOMM shall create a profit sharing pool
of the pre-tax net income from its subscription sales. Distribution of the pool
will be on a pro-rata basis. For example, if SiriCOMM has 400 physical truck
stops and/or travel plaza hot spot locations including 300 Pilot facilities,
then Pilot will receive that percentage of the total distribution. SiriCOMM will
not include facilities outside the truck stop/travel plaza environment in this
formula. Pro forma financials shall be provided as appropriate. Pilot's share of
the profit sharing pool shall be distributed monthly;

                15.2 Pilot will receive warrants to purchase shares of
SiriCOMM's common stock for each Pilot installation. The warrant strike price
shall be equal to the SiriCOMM market price at the close of trading (or previous
day close) on the day the agreement is fully executed by both parties which
shall be the same date as filled-in in the first line of this Agreement;

                15.3 Pilot will receive monthly recurring commission payments
through the SiriCOMM Value-Added Reseller (VAR) program. The wholesale/retail
fleet services

                                    Page 12
<PAGE>

subscription "margin" is estimated to be at least $5.00 per month per truck on
fleet subscription sales; and

                15.4 SiriCOMM will pay Pilot 25% commission for Pilot sales of
SiriCOMM Internet Service Provider (ISP) subscription sales revenue. Earned
sales commissions will be settled monthly within thirty (30) days of close of
each month. Payment method shall be wired to Pilot's account or by check at
Pilot's discretion.

                15.5 To the extent any payment is due under this Agreement, such
payment shall be made on the thirtieth day of month following the month in which
the payment was earned.

                  15.6 It is anticipated by the parties that, from time to time,
they will cooperate to develop new travel center-related software applications
to be launched across the VSAT network. The parties agree to negotiate in good
faith specific revenue sharing provisions for such developments using factors
such as design and development cost, bandwidth requirement, etc., to determine
revenue sharing. This covers the R&D language.

        16. Network Authentication and Standardization. SiriCOMM shall ensure
that the network deployment and service is complimentary and consistent with
requirements outlined by industry associations, certification groups and
"standards" committee. Namely SiriCOMM warrants that authentication for access
to the network will be managed by User Identification and Password codes for
manually initiated requests for access as well as support automated access
authorization (based on MAC address authentication) to support connectivity to
the network by industry related applications and/or third party service
providers.

        17. Steering Committee. SiriCOMM and Pilot shall participate in a
Steering Committee through designated personnel from each company. The Steering
Committee is intended to meet on a set schedule to review the status and
direction of the Parties' relationship, the success of products, product
development, and any issues or concerns of either Party regarding the matters
that are the subject of this Agreement. All details regarding time, manner,
place and agenda for such meetings shall be decided by the Steering Committee.

        18. Pilot and SiriCOMM Account Ownership. An Account or Accounts as
those terms are used herein shall mean any unique active end-user or subscriber
to SiriCOMM's service offering that either purchases services to the network
directly from SiriCOMM or any and/or all of its affiliated agents, sub-agents,
resellers, venue partners, application partners and the like ("Account" or
"Accounts"). Accounts and/or end-user subscriptions are the exclusive property
of SiriCOMM. Marketing Rights and ongoing revenues agreed upon in this Agreement
will be paid to Pilot for as long as the Account continues to use the wireless
services with the unique identification assigned in the initial registration for
the service at the Pilot's Properties. A new account or initial subscription
activation on SiriCOMM's Services is created with a unique identification using
Internet based or Point-of-Sale Terminal (POS) activation facilities. Each
end-user that establishes a unique identification will be compensated for as
long as that unique identification remains valid and in good payment standing
with SiriCOMM. Pilot is entitled to their Accounts information that is gathered
by SiriCOMM with regard to the Accounts usage of the SiriCOMM network. Internal
and external marketing or sale of any Account's information

                                    Page 13
<PAGE>

by Pilot is subject to approval of SiriCOMM. Approval shall not be unreasonably
withheld. SiriCOMM can internally or externally market or sale Account's
information

        19. Hyperlinks. Pilot and SiriCOMM shall enter into a Hyperlink
Agreement as may be agreed through good faith negotiations of the parties
through which Pilot will provide on its Website a link to SiriCOMM's Website and
SiriCOMM will provide on its Website a link to Pilot's Website.

        20. Signage. Pilot, to the extent it may legally do so, will make
available visible space at each of its properties for SiriCOMM to present
signage or other marketing materials related to SiriCOMM Services and network
access.

        21. Marketing. Pilot and SiriCOMM will jointly develop and execute
mutually beneficial marketing, communications, and promotional activities. Such
activities will consist of direct telephone and mail marketing, direct print
advertising in trade journals, Internet advertising, public and media relations,
third party industry analyst briefings and relations, and select trade
conference activities. All such marketing activity shall be at no cost to Pilot
unless otherwise agreed upon by both parties. SiriCOMM may reference Pilot in
marketing literature with prior Pilot review of such usage.

        22. Home Office Equipment. SiriCOMM will provide Pilot, at no cost to
Pilot, any and all necessary equipment so that the Pilot's Corporate Store
Support Center will have the same VSAT network redundancy capabilities that are
available at its Travel Center locations.

        23. Complimentary Accounts. Pilot, its affiliates and contractors
(collectively known as "Pilot") has the right to use the network (herein
referred to as the "Virtual Private Network") for their own internal use at no
cost to Pilot except in the case of augmentation as noted below. This includes
use of the Internet as a communications medium. At each of Pilot's Properties,
Pilot can also augment the Virtual Private Network, routers, and etc. at their
own expense provided that such augmentation does not interfere with the security
and protocols of the Wi-Fi Virtual Private Network. SiriCOMM will allow Pilot's
regional sales representatives, representing approximately two hundred (200)
sales reps, complimentary ISP service within the SiriCOMM network
infrastructure. If roaming agreements are developed as a part of SiriCOMM's
business, the parties will address the situation at that time. Pilot will
provide to SiriCOMM the appropriate information to identify and manage
complimentary accounts. SiriCOMM will provide to Pilot ten (10) free licenses
and copies of the fleet software to test during the term of this Agreement.

        24. Transfer of Properties. If all of Pilot's Properties are sold or
transferred, SiriCOMM will work with transferee ("New Pilot") to consult on the
Virtual Private Network, equipment and installation, the Agreement and any
addendums. The New Pilot may, at its sole option, elect to accept or cancel the
Agreement. If the New Pilot accepts the Agreement, all Accounts assigned to
Pilot's Properties will be transferred to the New Pilot the first full calendar
month following the sale of the Properties. In the event only specific Pilot's
Properties are transferred to a New Pilot, SiriCOMM will work with New Pilot to
consult on the Virtual Private Network, equipment and installation. In no way
will SiriCOMM affect the existing Pilot Virtual Private Network. Should the New
Pilot decide to cancel any Agreement with SiriCO, the Account compensation
attributed to the former Pilot shall be paid to the former Pilot to the extent

                                    Page 14
<PAGE>

earned prior to the effective date of transfer and thereafter the Account
compensation shall be payable to the New Pilot but such payment shall cease at
the cessation of the Agreement.

        25. Confidential Information. Commencing on the Effective Date and
continuing for a period of three (3) years from the termination of this
Agreement, each party shall protect as confidential, and shall not disclose to
any third party, any Confidential Information received by the disclosing party
or otherwise discovered by the receiving party during the term of this
Agreement, including, but not limited to, the pricing and terms of this
Agreement, and any information relating to the disclosing party's technology,
business affairs, and marketing or sales plans (collectively the "Confidential
Information"). The parties shall use Confidential Information only for the
purpose of this Agreement. The foregoing restrictions on use and disclosure of
Confidential Information do not apply to Information that: (a) is in the
possession of the receiving party at the time of its disclosure and is not
otherwise subject to obligations of confidentiality: (b) is or becomes publicly
known, through no wrongful act or omission of the receiving party; (c) is
received without restriction from a third party free to disclose it without
obligation to the disclosing party; (d) is developed independently by the
receiving party without reference to the Confidential Information or (e) is
required to be disclosed by law, regulation, or court or governmental order.

        26. Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SIRICOMM
MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE EQUIPMENT, INCLUDING BUT
NOT LIMITED TO AN IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. Neither party will be liable to the other party for any
indirect, special, punitive or consequential damages, including but not limited
to damages based on loss of service, revenue, profits or business opportunities.

        27. Assignment. Neither party may assign this Agreement or any of its
rights hereunder without the prior written consent of the other party, which
consent shall not be unreasonably withheld.

        28. Service Marks, Trademarks and Publicity. Neither party shall: (a)
use any service mark or trademark of the other party; or (b) refer to the other
party in connection with any advertising, promotion, press release or
publication unless it obtains the other party's prior written approval.

        29. Notice. All notice hereunder shall be in writing and either
transmitted via overnight courier, electronic mail, hand delivery or certified
or registered mail, postage prepaid and return receipt requested to the parties
at the addresses provided on page 1. Notices will be deemed to have been given
three (3) days after mailed if by certified or registered mail and one (1) day
if by overnight courier.

        30. Entire Agreement. This Agreement represents the full understanding
of the parties and cannot be modified or amended except by written addendum(s),
which shall be attached. This Agreement between SiriCOMM and the Pilot includes
Schedules that further

                                    Page 15
<PAGE>

define and outline the relationship between the parties. The terms and
conditions of the attached Schedules do not supercede any conditions or terms of
this Agreement unless specifically stipulated and acknowledged by the Parties as
such. The terms and conditions of these Schedules are executed as of the
signature date of this Agreement. All Schedules are considered in full force and
effect only if initialed and dated by the signatories representing SiriCOMM and
Pilot. The parties hereto confirm that it is their wish that this Agreement, as
well as other documents relating hereto, including notices, have been and shall
be drawn up in the English language.

        31. Compliance with Laws and Regulations. SiriCOMM will fully comply
with all applicable laws and regulations pertaining to working conditions
including, but not limited to, workers' compensation, social security, federal,
state and local income tax withholding, unemployment insurance, the Occupational
Safety and Health Act, the Immigration Reform and Control Act of 1986, the
Americans with Disabilities Act, and all applicable federal, state and local
laws including without limitation those laws affecting employment, business
opportunities and the environment. SiriCOMM is responsible for the timely
payment of any and all employment-related taxes with respect to SiriCOMM
Services performed by SiriCOMM. In the event that SiriCOMM's employees are or
are deemed to be Pilot employees by any government authority, SiriCOMM shall
reimburse Pilot for any corresponding taxes or fees paid by the Pilot.

        32. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon either party hereto shall be cumulative but not restrictive to
those given at law or in equity.

        33. Applicable Law. This Agreement shall be governed by and construed
under the laws of the State of Tennessee. Any action brought to enforce or
interpret this Agreement shall be brought in the court of appropriate
jurisdiction in Knox County, Tennessee including the appropriate Federal
District Court of Tennessee. Should any provision of this Agreement require
judicial interpretation, Pilot and SiriCOMM do hereby agree and stipulate that
the Court interpreting or considering same shall not apply the presumption that
the terms hereof shall be more strictly construed against a party by reason of
any rule or conclusion that a document should be construed more strictly against
the party who itself or through its agent prepared the same, it being agreed
that all parties hereto have participated in the preparation of this Agreement
and that each party had full opportunity to consult legal counsel of its choice
before the execution of this Agreement.

        34. Severability. The parties acknowledge and agree that their
respective interests, rights and obligations under this Agreement are mutually
dependent and are all part of a single, integrated transaction which is not and
shall not be severable in any respect or circumstance. If, however, any portion
of the Agreement should ever be declared invalid for any reason, such invalidity
shall not affect the remaining provisions of the Agreement.

        35. Headings. The section headings contained in this Agreement are for
convenience only and shall not enlarge or limit the scope or meaning of the
various and several sections hereof. Words in the singular number shall be held
to include the plural, unless the context otherwise requires.

        36. Litigation; Prevailing Party. If litigation is brought with regard
to this Agreement, the prevailing party shall be entitled to receive from the
non-prevailing party, and the non-prevailing

                                    Page 16
<PAGE>

party shall immediately pay upon demand, all reasonable fees and expenses of
counsel of the prevailing party.

        37. Counterparts. This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
and all of which together shall constitute one and the same instrument.

        38. Successors and Assigns. The benefits and obligations of this
Agreement shall inure to and be binding upon the successors, assigns, heirs, and
personal representative of the parties.

         IN WITNESS WHEREOF, the parties have executed this Agreement through
their duly authorized representatives as of the date first written above.


SiriCOMM, Inc.

By: /s/ Henry P. Hoffman
-------------------------------
Name: Henry P. (Hank) Hoffman
Title: President and CEO


Pilot Travel Centers LLC

By: /s/ Jeffrey L. Cornish
----------------------------------------
Name: Jeffrey L. Cornish
Title: Senior Vice President, CFO & CIO

                                    Page 17
<PAGE>

                     Schedule A to Service Agreement between
                   Pilot Travel Centers LLC and SiriComm, Inc.

         Insert list of Licensor's Properties Subject to this Agreement



                                    Page 18
<PAGE>
<TABLE>
<CAPTION>
                                            Schedule A


 Store             Address                              City        State     Zip          Phone
<C>      <C>                                          <C>             <C>    <C>      <C>
00100    5868 Nittany Valley Drive                    Mill Hall       PA     17751    (570) 726-7618
00200    2246 State Route 45                          Austinburg      OH     44010    (440) 275-3303
00300    1150 North Canfield-Niles Road               Austintown      OH     44515    (330) 505-3532
00400    39115 Colorado Road                          Avon            OH     44011    (440) 934-0110
00600    61700 Southgate Road                         Cambridge       OH     43725    (740) 439-0989
00800    25600 US 23                                  Circleville     OH     43113    (740) 420-8942
00900    6830 Franklin-Lebanon Road                   Franklin        OH     45005    (937) 746-4488
01100    10920 Market Street                          North Lima      OH     44452    (330) 549-9203
01200    3430 Libbey Road                             Perrysburg      OH     43551    (419) 837-5091
01300    8924 Lake Road                               Seville         OH     44273    (330) 769-4220
01400    7680 East State Route 36                     Sunbury         OH     43074    (740) 965-5540
01500    5820 Hagman Road                             Toledo          OH     43612    (419) 729-3985
01600    5772 US 68 North                             Wilmington      OH     45177    (937) 382-0464
01700    15901 Eleven Mile Road                       Battle Creek    MI     49014    (269) 968-9949
02100    750 Baker Road                               Dexter          MI     48130    (734) 426-4618
02300    7205 South State Road                        Ionia           Ml     48846    (616) 527-6520
02400    1100 North Dixie Highway                     Monroe          MI     48162    (734) 242-9650
02600    6158 US 223                                  Ottawa Lake     MI     49267    (734) 854-1772
02800    15151 Commerce Road                          Daleville       IN     47334    (765) 378-3599
02900    6900 Old US 27                               Fremont         IN     46737    (260) 833-1987
03000    2640 North 600 West                          Greenfield      IN     46140    (317) 894-1910
03100    8150 Indianapolis Boulevard                  Hgihland        IN     46322    (219) 464-1644
03400    4154 West US Highway 24                      Remington       IN     47977    (219) 261-3786
03500    6424 West Brick Road                         South Bend      IN     46628    (574) 272-8212
03600    4105 US 30 East                              Valparaiso      IN     46383    (219) 464-1644
03700    2962 County Road 500 North                   Whiteland       IN     46184    (317) 535-7656
03900    6002 Monee-Manhattan Road                    Monee           IL     60449    (708) 534-2483
04000    2031 West Ryan Road                          Oak Creek       WI     53154    (414) 761-0939
04300    13500 North Plainview Road                   Walcott         IA     52773    (563) 284-4100
04400    1701 Ashley Road                             Boonville       MO     65233    (660) 882-9120
04600    2929 Scottsville Road                        Franklin        KY     42134    (270) 586-4149
04700    259 Cherry Blossom Way                       Georgetown      KY     40324    (502) 868-7427
04800    58 Glendale-Hodgenville Road                 Glendale        KY     42740    (270) 369-7360
04900    8190 Pembroke-Oak Grove Road                 Oak Grove       KY     42262    (270) 439-1776
05000    489 Pendleton Road                           Sulphur         KY     40070    (502) 743-5496
05100    11190 Baileyton Road                         Greeneville     TN     37745    (423) 234-0414
05200    535 Waldron Road                             Lavergne        TN     37086    (615) 793-9856
05300    15559 Highway 13 South                       Hurricane Mills TN     37078    (931) 296-7180
05400    7210 Strawberry Plains Pike                  Knoxville       TN     37914    (865) 637-6878
05500    Rte 2-Box 613, HodgesChapel Rd.              Dunn            NC     28334    (910) 892-7230
05600    2825 Lane Street                             Kannapolis      NC     28083    (704) 938-6800
05700    1342 Trollingwood Road                       Mebane          NC     27302    (919) 563-4999
05800    Route 1 - Box 202                            Pleasant Hill   NC     27866    (252) 537-4476
06000    2064 Homestead Road                          Bowman          SC     29018    (803) 829-3541
06100    12818 Highway 56 North                       Clinton         SC     29325    (864) 833-4555
06200    3006 North Williston Road                    Florence        SC     29506    (843) 662-6972
06300    110 Frontage Road                            Piedmont        SC     29673    (864) 845-8177
06400    1521 North Main Street                       Summerville     SC     29483    (843) 486-5770
06500    4091 Belair Road                             Augusta         GA     30909    (706) 860-6677
06600    5888 Highway 53                              Braselton       GA     30517    (706) 654-2820
06700    968 Cassville-White Road                     Cartersville    GA     30120    (770) 607-7835

                                        Page 1
<PAGE>
<CAPTION>
                                            Schedule A


 Store             Address                              City        State     Zip          Phone
<C>      <C>                                          <C>             <C>    <C>      <C>
06800    2185 US 441                                  Dublin          GA     31021    (478) 275-2143
06900    1960 Whitesvillle Road                       LaGrange        GA     30240    (706) 884-6318
07100    7001 Highway 21                              Port Wentworth  GA     31407    (912) 964-7006
07200    1504 Dean Forrest Road                       Savannah        GA     31408    (912) 964-5280
07300    3495 Madison Highway                         Valdosta        GA     31601    (229) 224-8034
07500    6109 US 43 South                             Satsuma         AL     36572    (251) 679-6260
07600    4416 Skyland Boulevard East                  Tuscaloosa      AL     35405    (205) 553-9710
07700    2520 South Gallatin Street                   Jackson         MS     39204    (601) 968-9491
07900    2601 South Range Avenue                      Denhan Springs  LA     70726    (225) 665-4151
08200    4301 South Main Street                       LaPlace         LA     70068    (985) 652-0531
08300    16901 W. Bert Kouns Industrial Loop          Shrevport       LA     71129    (318) 688-0654
08500    2700 Ruth Street                             Sulphur         LA     70664    (337) 527-0144
08600    1703 1-10                                    Bayton          TX     77521    (281) 426-6569
08700    1050 US 301 South                            Baldwin         FL     32234    (904) 826-3618
08800    4455 King Street                             Cocoa           FL     32926    (321) 639-0346
08900    1526 51st Avenue East                        Ellenton        FL     34222    (941) 729-6288
09000    7300 West Okeechobee Road                    Fort Pierce     FL     34945    (772) 460-0611
09100    1625 County Road 210 West                    Jacksonville    FL     32259    (904) 826-3618
09200    4255 NW Highway 326                          Ocala           FL     34482    (352) 402-9081
09400    26505 Jones Loop Road                        Punta Gorda     FL     33950    (941) 637-3974
09500    493 East State Route 44                      Wildwood        FL     34785    (352) 748-4486
09600    3050 SR 60 Yeehaw Junction                   Yeehaw Junction FL     34972    (407) 436-1224
11800    7801 Alcoa Road                              Benton          AR     72015    (501) 794-5900
13000    5219 Brecksville Road                        Richfield       OH     44286    (330) 659-2020
13900    29025 West Plaza Drive                       Santa Nella     CA     95322    (209) 827-1399
14100    289 Bear River Drive                         Evanston        WY     82930    (307) 783-5930
14400    2975 Gun Club Road                           Augusta         GA     30907    (706) 667-6557
14500    5660 West Sunset Avenue                      Springdale      AR     72762    (479) 872-6100
14700    1200 West Wendover Boulevard                 W. Wendover     NV     89883    (775) 664-3400
15000    11633 Greencastle Pike                       Hagerstown      MD     21740    (301) 582-9004
15200    14013 Memphis Blue Lick Road                 Memphis         IN     47143    (812) 294-4233
15400    14808 Warren Street                          Lost Hills      CA     93249    (661) 797-2122
15700    1200 South Hillcrest                         Sulphur Springs TX     75482    (903) 886-0020
16300    1050 East Motel Drive                        Lordsburg       NM     88045    (505) 542-3100
16400    1101 State Road 82 East                      Mauston         WI     53948    (608) 847-3321
16500    2500 North 3rd Street                        Effingham       IL     62401    (217) 342-3787
16800    30035 County Road 8                          Dunningan       CA     95937    (530) 724-3060
17000    2 Industrial Park Drive                      Bringhamton     NY     13904    (607) 651-9153
17400    500 State Highway 15 South                   New Albany      MS     38652    (662) 539-0222
19200    4431 Old Union Road                          Tifton          GA     31794    (229) 382-7295
19500    91485 Biggs Rufus Highway                    Wasco           OR     97065    (541) 739-2174
19600    Route 1 - Box 999                            Roland          OK     74954    (918) 427-0895
19900    490 North Elm Street                         Haughton        LA     71037    (318) 390-9709
20000    5725 Highway 58                              Boron           CA     93516    (760) 762-0041
20600    1201 1-20 West                               Weatherford     TX     76087    (817) 341-4600
20900    501 Van Horn Drive                           Van Horn        TX     79855    (915) 283-8067
21100    14750 South Highway 95                       Lake Havasu     AZ     86404    (928) 764-2410
21300    3600 Interchange Road                        Columbus        OH     43204    (614) 308-9198
21900    7200 Straw Plains Pike                       Knoxville       TN     37914    (865) 523-0348
22400    304 Howard Baker Highway                     Pioneer         TN     37847    (423) 562-5000
22600    505 Patriot Drive                            Dandridge       TN     37725    (865) 397-3547

                                        Page 2
<PAGE>
<CAPTION>
                                            Schedule A


 Store             Address                              City        State     Zip          Phone
<C>      <C>                                          <C>             <C>    <C>      <C>
23100    311 West Cumberland Gap Pkwy.                Corbin          KY     40701    (606) 528-0631
23200    653 East Idaho Avenue                        Ontario         OR     97914    (541) 889-9070
23300    800 John Long Road                           Oakland         OR     97462    (541) 849-2133
23400    639 State Highway 75 North                   Huntsville      TX     77320    (936) 291-1125
23600    301 Ridge Road                               Minooka         IL     60447    (815) 467-4416
23700    951 Work Street                              Salinas         CA     93901    (831) 775-0380
24300    4304 First Avenue                            Nitro           WV     25143    (304) 755-8654
24500    17961 Linglestown Road                       Harrisburg      PA     17112    (717) 545-5507
24900    820 Edwardsville Road                        Troy            IL     62294    (618) 667-0946
25300    600 Pennsville-Auburn Road                   Carneys Point   NJ     08069    (856) 299-5700
25400    650 Highway 299                              Wildwood        GA     30757    (706) 820-7353
25500    433 Old Gate Lane                            Milford         CT     06460    (203) 876-1266
25800    2966 Lee Highway South                       Troutville      VA     24175    (540) 992-2805
26500    1111 South Jefferson                         Cookeville      TN     38501    (931) 528-7100
26600    2681 West Amador                             Las Cruces      NM     88005    (505) 523-2700
26700    2965 Highway 247C                            Byron           GA     31008    (478) 956-5316
26800    2975 North Plainview Road                    Walcott         IA     52773    (563) 284-5074
27000    314 Lovell Road                              Knoxville       TN     37922    (865) 966-0445
27100    2501 Burr Street                             Gary            IN     46406    (219) 844-2661
27200    800 Martin Luther King Drive                 West Memphis    AR     72301    (870) 732-1272
27400    2112 Rees Street                             Breaux Bridge   LA     70517    (337) 332-1253
27500    3807 Statesville Avenue                      Charlotte       NC     28206    (704) 358-1006
27800    118 Richwood Road                            Walton          KY     41094    (859) 485-6100
27900    769 East Frontage Road                       Rio Rico        AZ     85648    (520) 377-0001
28000    979 Route 173                                Bloomsbury      NJ     08804    (908) 479-6443
28100    2786 Salt Springs Road                       Girard          OH     44420    (330) 530-8500
28200    2591 Commerce Parkway                        Barstow         CA     92311    (760) 253-2861
28400    1200 Nadeau Road                             Monroe          MI     48161    (734) 457-3500
28500    10258 Lancaster Road SW                      Hebron          OH     43025    (740) 928-5588
28600    6141 US 127 North                            Eaton           OH     45320    (937) 456-6303
28700    10048 Avon Lake Road                         Burbank         OH     44214    (330) 948-4571
28900    3001 Milwaukee Road                          Beloit          WI     53511    (608) 364-3644
29000    31 Heather Lane                              Perryville      MD     21903    (410) 642-2883
29100    23845 Rogers Clark Boulevard                 Ruther Glen     VA     22546    (804) 448-0102
29200    130 West Trinity Lane                        Nashville       TN     37207    (615) 226-6393
29300    2020 SW 135th Street                         Ocala           FL     34476    (352) 347-8555
29400    1670 West 12th Street                        MSC             UT     84404    (801) 731-2900
29600    195 Baker Road                               Dexter          MI     48130    (734) 426-0065
29700    5555 E. Margaret Avenue                      Terre Haute     IN     47803    (812) 877-9977
29800    Route 2, Box 301                             Drums           PA     18222    (570) 788-3262
29900    1522 West Market Street                      Bloomington     IL     61701    (309) 827-7867
30000    2111 SW Railroad Avenue                      Hammond         LA     70403    (985) 345-5476
30100    917 East Elm Street                          Marston         MO     63866    (573) 643-2320
30200    6955 Theodore Dawes Road                     Theodore        AL     36582    (251) 653-8834
30500    I-40, Exit 39 - PO Box 960                   Jamestown       NM     87347    (205) 722-6655
30600    5619 1-10 East                               San Antonio     TX     78219    (210) 661-5353
30700    6605 N. Indian Canyon Drive/POBox 581236     Palm Springs    CA     92258    (760) 329-5562
30800    1564 McCue Street                            Laramie         WY     82072    (307) 742-6443
30900    44133 Fairground Road                        Caldwell        OH     43724    (740) 732-5656
31000    1405 East Main Street                        Duncan          SC     29334    (864) 433-1221
31100    8035 Perry Highway                           Erie            PA     16509    (814) 864-8536

                                        Page 3
<PAGE>
<CAPTION>
                                            Schedule A


 Store             Address                              City        State     Zip          Phone
<C>      <C>                                          <C>             <C>    <C>      <C>
31200    882 Georgia Highway 100                      Tallapoosa      GA     30176    (770) 574-9922
31600    4640 Steele Street                           Denver          CO     80216    (303) 292-6303
31700    Route 5, Box 700                             Joplin          MO     64804    (417) 781-0255
31800    4607 South Harding Street                    Indianapolis    IN     46217    (317) 783-1033
31900    244 Connector 3 SW                           Dalton          GA     30720    (706) 277-7934
32100    11229 Frontage Road                          Walton          KY     41094    (859) 485-1327
32400    13712 Northwestern Avenue                    Franksville     WI     53126    (262) 835-2292
32700    7150 Okeechobee Road                         Fort Pierce     FL     34945    (772) 460-5777
32800    1201 West Main Street                        Quartzsite      AZ     85359    (928) 927-7777
32900    2647 South 24th Street                       Council Bluffs  IA     51501    (712) 322-0088
33100    2605 Bouldercrest                            Atlanta         GA     30316    (404) 212-8733
33200    3300 Highway 391 North                       N. Little Rock  AR     72117    (501) 945-2226
33500    103 Grimshaw Street                          Rayville        LA     71269    (318) 728-4100
33600    RR 3 - Route 219N                            DuBois          PA     15801    (814) 375-6046
33700    2015 West Lucas Street                       Florence        SC     29501    (843) 662-2646
33800    3008 Highway 321                             Cayce           SC     29033    (803) 739-2921
33900    16502 North State Road 63                    Covington       IN     47932    (765) 763-7307
34000    465 Pilot Road                               Fernley         NV     89408    (775) 575-5115
34100    3812 East Craig Road                         N. Las Vegas    NV     89031    (702) 644-1600
34200    1165 Harrisburg Pike                         Carlisle        PA     15801    (814) 375-6046
34400    4600 South Atlanta Road                      Smyrna          GA     30080    (770) 434-9949
34600    522 Highway 601 South                        Lugoff          SC     29078    (803) 438-5175
34800    205 Wilson Road                              Bentleyville    PA     15314    (724) 239-5855
34900    5301 North Cliff Avenue                      Sioux Falls     SD     57104    (605) 332-7611
35000    1050 Highway 20                              Mountain Home   ID     83647    (208) 587-4465
35200    6050 Plaza Drive                             Fort Myers      FL     33905    (239) 693-6868
35300    110 Triport Road                             Georgetown      KY     40324    (502) 863-2708
35400    819 Buck Creek Road                          Simpsonville    KY     40067    (502) 722-5636
35600    2050 East Blue Lick Road                     Shephersville   KY     40165    (502) 955-5049
35800    5353 Cairo Road                              Paducah         KY     42001    (270) 443-2044
35900    2071 Main Street (PO Box 159)                Charleston      MO     63834    (573) 683-6056
36000    11471 State Route 613W                       Findlay         OH     45840    (419) 299-3381
36200    7455 South State Rd. 13                      Pendleton       IN     46064    (317) 485-6211
36300    5021 Highway 78                              Memphis         TN     38118    (901) 366-0337
36400    750 N. Carol Malone Blvd.                    Grayson         KY     41143    (606) 474-6009
36500    22717 Avenue 18 1/2                          Madera          CA     93637    (559) 673-3878
36900    901 Bankhead Highway West                    Birmingham      AL     35204    (205) 324-4532
37000    417 Route 315                                Pittson         PA     18640    (570) 655-4116
37300    11957 Douglas Avenue                         Des Moines      IA     50322    (515) 276-1509
37400    2209 Highway 71                              Marianna        FL     32448    (850) 482-2148
37700    1101 Uniroyal Drive                          Laredo          TX     78045    (956) 717-5006
37900    2766 US Highway 17 South                     Brunswick       GA     31520    (912) 264-2777
38000    107 Seventh North Street                     Liverpool       NY     13088    (315) 424-0124
38100    8701 Highway 395                             Hesperia        CA     92345    (760) 956-2844
38200    2008 State Highway 206 South                 Bordentown      NJ     08505    (609) 324-1005
38300    210 Patton Street                            Houston         TX     77009    (713) 694-9898
38600    4220 Brooklake Road                          Brooks          OR     97305    (503) 463-1114
38700    791 Tenth Street                             Carlin          NV     89822    (775) 754-6384
38900    1512 Highway 97                              Ellensburg      WA     98926    (509) 925-5200
39000    2115 Highway 295                             Stanfield       OR     97875    (541) 449-1403
39100    1600 East Pine Street                        Central Point   OR     97502    (541) 664-7001

                                        Page 4
<PAGE>
<CAPTION>
                                            Schedule A


 Store             Address                              City        State     Zip          Phone
<C>      <C>                                          <C>             <C>    <C>      <C>
39300    3712 Crabtree Road                           Waynesville     NC     28786    (828) 627-8611
39400    239 Route 17K                                Newburgh        NY     12550    (845) 567-1722
39500    I-64 & US 41 (Exit 25B)                      Haubstadt       IN     47639    (812) 768_5838
39600    3541 Lee Jackson Highway                     Staunton        VA     24401    (540) 324-0714
39700    5115 North 300 East                          Whiteland       IN     46184    (317) 535-8686
40300    1915 East Raccoon Valley Road                Heiskel         TN     37754    (865) 938-1439
40500    4949 Lamar Ave                               Memphis         TN     38118    (901) 202-5520
40600    9211 Lewisburg Highway                       Cornersville    TN     37047    (931) 363-3290
40900    2320 Highway 46 South                        Dickson         TN     37055    (615) 446-4600
41100    921 Murfreesboro                             Lebanon         TN     37090    (615) 453-8866
41200    3624 Roy Messer Highway                      White Pine      TN     37890    (865)674-8570
41500    319 Deer Head Cover Road                     Rising Fawn     GA     30738    (706) 462-2455
41600    2201 East 16 Avenue                          Cordele         GA     31015    (229) 271-5775
41700    625 Carrollton Street                        Temple          GA     30179    (770) 562-9773
42000    1881 Eatonton Road                           Madison         GA     30650    (706) 343-1455
42100    142 Carbondale Road                          Dalton          GA     30721    (706) 370-4060
42200    1645 South Highway 29                        Newnan          GA     30263    (770) 252-3551
42400    4032 West Highway 326                        Ocala           FL     34482    (352) 867-8300
42500    33333 Blue Star Highway                      Midway          FL     32343    (850) 576-3200
42600    123 Lobdell Highway                          Port Allen      LA     70767    (225) 388-9913
42700    1018 Martha Herbert Road                     Breaux Bridge   LA     70517    (337) 332-6608
42800    300 Well Road                                West Monroe     LA     71292    (318) 329-3590
42900    1100 Martin Luther King Boulevard            West Memphis    AR     72301    (870) 732-1202
43000    215 SR 331 North                             Russellville    AR     72802    (479) 967-7414
43100    2205 North Highway 62                        Orange          TX     77630    (409) 745-1124
43200    8055 South 1-35                              Robinson        TX     76706    (254) 662-4771
43300    8787 South Lancaster Road                    Dallas          TX     75241    (972) 228-2467
43400    2400 Alliance Gateway                        Fort Worth      TX     76178    (817) 337-5324
43500    2015 Antonio Street                          Anthony         TX     79821    (915) 886-3090
43600    1715 South Lakeside Drive                    Amarillo        TX     79118    (806) 335-3323
43700    481 West Highway 92                          Williamsburg    KY     40769    (606) 549-0162
43800    Highway 100 & 1-65, Exit 6                   Franklin        KY     42134    (270) 586-9544
43900    12900 Fort Campbell Boulevard                Oak Grove       KY     42262    (270) 439-0153
44000    205 Pendleton Road                           Pendleton       KY     40055    (502) 743-5222
44100    3240 Point Mallard Parkway                   Priceville      AL     35603    (256) 353-5252
44200    1701 Highway 84 East                         Hayti           MO     63851    (573) 359-2007
44300    6676 Highway 13                              Higginsville    MO     64037    (660) 584-8484
44400    4376 North SR 59                             Brazil          IN     47834    (812) 446-9400
44500    243 Melton Road                              Burns Harbor    IN     46304    (219) 787-5705
44600    15876 West Commerce Road                     Daleville       IN     47334    (765) 378-0246
44700    Route 2, Box 109E                            Haubstadt       IN     47639    (812) 868-1048
44800    18011 Colorado Street                        Hebron          IN     46341    (219) 696-8265
45000    730 Highway 890 East                         Flowood         MS     39208    (601) 420-8324
45100    11332 Cedar Lake Road                        Biloxi          MS     39532    (228) 396-5646
45300    909 Hyatt Street                             Gaffney         SC     29341    (864) 206-0050
45400    1365 SR 42 NE                                London          OH     43140    (614) 879-4128
45500    488 State Route 61                           Marengo         OH     43334    (419) 253-1400
45700    427 East Main Street                         Beaver Dam      OH     45808    (419) 643-6023
45800    619 South Sunshine Boulevard                 Eloy            AZ     85231    (520) 466-7550
45900    1900 North 99th Avenue                       Avondale        AZ     85323    (623) 936-0900
46000    400 South Morgan Road                        Oklahoma City   OK     73128    (405) 440-1048
</TABLE>
                                        Page 5

<PAGE>

SiriCOMM initials                                  Licensor initials _________

Date:_______day of___________, 2004                Date: 1st day of June , 2004



Page 19