LOAN AGREEMENT

         This Loan Agreement (the "Agreement") is entered into as of December
21, 2005, by and between SiriCOMM, Inc., a Delaware corporation (the "Company")
and Sunflower Capital, LLC, a Missouri limited liability company ("Sunflower").

         WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Company is issuing that certain Convertible Promissory Note (the
"Note") attached hereto as Exhibit A to Sunflower in the principal amount of
$500,000, payable to Sunflower in cash or convertible into equity of the Company
in the manner and under the terms set forth therein and Sunflower is loaning the
Company $500,000; and

         WHEREAS, as consideration for Sunflower making the loan to the Company,
the Company has agreed to contemporaneously with the execution and delivery of
this Agreement issue to Sunflower a warrant to purchase 200,000 shares of the
Company's common stock (the "Warrant").

         WHEREAS, the Company and Sunflower wish to set forth the nature of the
consideration Sunflower is providing to the Company in exchange for the Note and
Warrant and to acknowledge delivery and receipt thereof.

         NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Sunflower hereby agree as follows:

1. Purchase and Sale of Note. Subject to all of the terms and conditions of this
Agreement and in reliance on the representations and warranties set forth
herein, the Company proposes to borrow from Sunflower $500,000 pursuant to the
terms of the Note and issue the Warrant in exchange for the consideration
described in Section 2 hereof.

2. Consideration for Loan. Upon and in exchange for the Company's issuance of
the Note and Warrant to Sunflower, Sunflower shall loan and deliver to the
Company, and by signing below, the Company hereby accepts and acknowledges
receipt of, immediately available funds in the amount of $500,000.

3. Representations and Warranties.

         (a) Company. The Company represents and warrants to Sunflower as
follows:

                  (i)      Organization. The Company and each of its
                           Subsidiaries, if any, are duly organized and validly
                           existing corporations in good standing under the laws
                           of the jurisdiction of incorporation. The Company and
                           each of its Subsidiaries, if any, is duly qualified
                           to do business as a foreign corporation and is in
                           good standing in each jurisdiction in which it does
                           business, except where the failure to so qualify
                           would not have a material adverse effect. For the
                           purposes of this Agreement, the term "Subsidiary"
                           shall mean with respect to any person, any

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<PAGE>

                           corporation, limited liability company, partnership,
                           joint venture, trust or estate of which, or in which,
                           more than 50% of (i) the issued and outstanding
                           capital stock having ordinary voting power to elect a
                           majority of the Board of Directors of such
                           corporation, (ii) the interest in capital or profits
                           of such limited liability company, partnership or
                           joint venture, or (iii) the beneficial interest in
                           such trust or estate, is at the time directly or
                           indirectly owned or controlled by such person, by
                           such person and one or more of its subsidiaries, or
                           by one or more of such person's other subsidiaries.

                  (ii)     Corporate Power, Authorization. The Company has all
                           necessary corporate power and authority to enter into
                           and perform this Agreement and its obligations under
                           the Warrant and Note, and to carry on the business
                           now conducted or presently proposed to be conducted
                           by it. All corporate actions on the part of the
                           Company necessary for the due authorization,
                           execution and delivery of this Agreement and the
                           consummation of the transactions contemplated herein,
                           and for the due authorization and issuance of the
                           Warrant and Note have been taken. This Agreement, the
                           Note and Warrant are legally binding on the Company,
                           enforceable in accordance with their terms. The
                           execution, delivery and performance by the Company of
                           this Agreement, the borrowing contemplated hereby and
                           the issuance of the Note and Warrant will not result
                           in any violation of or be in conflict with, or result
                           in a breach of or constitute a default under, any
                           term or provision of the Company's certificate of
                           incorporation, by-laws or any contract to which the
                           Company is a party or by which it is bound, except
                           where such violation, conflict, breach or default
                           would not have a material adverse effect on the
                           Company.

                  (iii)    No Insolvency. The Company is not insolvent.
                           Insolvent means any of the following:

                           A.       the Company shall have (a) applied for or
                                    consented to the appointment of a receiver,
                                    trustee, liquidator or custodian of itself
                                    or of all or a substantial part of its
                                    property, (b) made a general assignment for
                                    the benefit of its creditors, (c) been
                                    dissolved or liquidated in full or in part,
                                    or (d) commenced a voluntary case or other
                                    proceeding seeking liquidation,
                                    reorganization or other relief with respect
                                    to itself or its debts under any bankruptcy,
                                    insolvency or other similar law now or
                                    hereafter in effect or consent to any such
                                    relief or to the appointment of or taking
                                    possession of its property by any official
                                    in an involuntary case or other proceeding
                                    commenced against it;

                           B.       proceedings for the appointment of a
                                    receiver, trustee, liquidator or custodian
                                    of the Company or all or a substantial part

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<PAGE>

                                    of the property thereof, or an involuntary
                                    case or other proceedings seeking
                                    liquidation, reorganization or other relief
                                    with respect to Company or the debts thereof
                                    under any bankruptcy, insolvency or other
                                    similar law now or hereafter in effect shall
                                    have been commenced and such proceeding
                                    shall not have been dismissed, discharged or
                                    stayed; or

                           C.       the Company is unable to pay in full and in
                                    a timely manner its debts due and payable in
                                    the ordinary course of business.

                  (iv)     Capitalization. The Company has delivered to
                           Sunflower a schedule (the "Capitalization Schedule")
                           detailing the capitalization of the Company as of the
                           date hereof. On the date hereof, the Company has no
                           outstanding capital stock except as listed on the
                           Capitalization Schedule. All of the outstanding
                           shares of capital stock have been offered and sold in
                           compliance with applicable federal and state
                           securities laws. No Subsidiary has any outstanding
                           capital stock except for shares of capital stock
                           owned beneficially and of record by the Company, all
                           of which are duly authorized, validly issued, fully
                           paid and non-assessable. Other than as set forth on
                           the Capitalization Schedule, neither the Company nor
                           any Subsidiary has outstanding (a) any rights (either
                           preemptive or otherwise) or options to subscribe for
                           or purchase, or any warrants or other agreements
                           providing for or requiring the issuance of, any
                           capital stock or any securities convertible into or
                           exchangeable for its capital stock, (b) any
                           obligation to repurchase or otherwise acquire or
                           retire any of its capital stock, any securities
                           convertible into or exchangeable for its capital
                           stock or any rights, options or warrants with respect
                           thereto, (c) any rights that require it to register
                           the offering of any of its securities under the
                           Securities Act of 1933, as amended or (d) any
                           restrictions on voting any of its securities.

                  (v)      SEC Documents; Financial Statements. Since June 30,
                           2005 the Company has timely filed all reports,
                           schedules, forms, statements and other documents
                           required to be filed by it with the SEC pursuant to
                           the reporting requirements of the Securities Exchange
                           Act of 1934, as amended (the "1934 Act") (all of the
                           foregoing filed prior to the date hereof and all
                           exhibits included therein and financial statements
                           and schedules thereto and documents (other than
                           exhibits to such documents) incorporated by reference
                           therein, being hereinafter referred to herein as the
                           "SEC Documents"). As of their respective dates, the
                           SEC Documents complied in all material respects with
                           the requirements of the 1934 Act and the rules and
                           regulations of the SEC promulgated thereunder
                           applicable to the SEC Documents, and none of the SEC
                           Documents, at the time they were filed with the SEC,
                           contained any untrue statement of any material fact
                           or omitted to state any material fact required to be
                           stated therein or necessary in order to make the
                           statements therein, in light of the circumstances
                           under which they were made, not misleading. As of

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<PAGE>

                           their respective dates, the financial statements of
                           the Company included in the SEC Documents complied as
                           to form in all material respects with applicable
                           accounting requirements and the published rules and
                           regulations of the SEC with respect thereto. Such
                           financial statements have been prepared in accordance
                           with United States generally accepted accounting
                           principles, consistently applied, during the periods
                           involved (except (i) as may be otherwise indicated in
                           such financial statements or the notes thereto, or
                           (ii) in the case of unaudited interim statements, to
                           the extent they may not include footnotes or may be
                           condensed or summary statements) and fairly present
                           in all material respects the consolidated financial
                           position of the Company and its consolidated
                           Subsidiaries as of the dates thereof and the
                           consolidated results of their operations and cash
                           flows for the periods then ended (subject, in the
                           case of unaudited statements, to normal year-end
                           audit adjustments). Except as set forth in the
                           financial statements of the Company included in the
                           SEC Documents, the Company has no liabilities,
                           contingent or otherwise, other than (i) liabilities
                           incurred in the ordinary course of business
                           subsequent to June 30, 2005 and (ii) obligations
                           under contracts and commitments incurred in the
                           ordinary course of business and not required under
                           generally accepted accounting principles to be
                           reflected in such financial statements, which,
                           individually or in the aggregate, are not material to
                           the financial condition or operating results of the
                           Company.

                  (vi)     Legal Proceedings. Except as set forth in the
                           Company's SEC Documents, there is no action, suit or
                           proceeding pending or to the Company's knowledge
                           currently threatened against the Company or any of
                           subsidiaries. Neither the Company nor any of its
                           subsidiaries is a party or subject to the provisions
                           of any order, writ, injunction, judgment or decree of
                           any court or governmental agency or instrumentality.
                           There is no action suit or proceeding by the Company
                           or any of its subsidiaries currently pending or which
                           the Company or its subsidiaries intend to initiate.

                  (vii)    Proprietary Rights. To its knowledge, the Company
                           owns all patents trademarks, service marks,
                           tradenames, copyrights trade secrets, licenses,
                           information and proprietary rights and processes
                           which it currently uses or are necessary for its
                           business without any conflict with, or infringement
                           of the rights of others. The Company has not received
                           any communication alleging that the Company has
                           violated or, by conducting its business, would
                           violate any of the patents trademarks service marks
                           tradenames copyrights, trade secrets or other
                           proprietary rights or processes of any other person
                           or entity.

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<PAGE>

                  (viii)   Compliance with Other Instruments. (a) To the actual
                           knowledge of the President of the Company, the
                           Company is not in any material violation or default
                           of any provisions of its Articles of Incorporation,
                           as amended, or Bylaws or of any instrument, judgment,
                           order, writ, decree or contract to which it is a
                           party or by which it is bound or, to the actual
                           knowledge of the President of the Company, of any
                           material provision of federal or state statute, rule
                           or regulation applicable to the Company. The
                           execution, delivery and performance of the Agreements
                           and the consummation of the transactions contemplated
                           hereby or thereby will not result in any such
                           material violation or materially conflict with or
                           constitute, with or without the passage of time and
                           giving of notice, either a material default under any
                           such provision, instrument, judgment, order, writ,
                           decree or contract or an event which results in the
                           creation of any material lien, charge or encumbrance
                           upon any assets of the Company other than (i)
                           carriers', warehousemen's, mechanics', materialmen's
                           and repairmen's liens, and other like encumbrances
                           imposed by applicable law, arising in the ordinary
                           course of business in connection with activities
                           properly undertaken in the Company's business; (ii)
                           easements, zoning restrictions, rights-of-way,
                           reservations, restrictions and other similar
                           encumbrances on real property imposed by law that do
                           not secure any monetary obligations and do not
                           materially detract from the value of the affected
                           property or interfere with the ordinary conduct of
                           business, (iii) liens, charges or encumbrances for
                           taxes, assessments or governmental charges not yet
                           due and payable, (iv) inchoate statutory and common
                           law liens, charges or encumbrances for which payment
                           is not delinquent, and (v) minor defects,
                           irregularities, liens, and clouds on title which do
                           not materially impair or materially adversely affect
                           the value of the assets, financial condition,
                           operating results, or business of the Company
                           (collectively, "Permitted Encumbrances").

                           (b) To the actual knowledge of the Company's
                           President, the Company has not performed any act, the
                           occurrence of which would result in the Company's
                           loss of any material right granted under any license,
                           distribution agreement or other agreement.

                  (ix)     No Conflict of Interest. Except as contemplated by
                           this loan, the Company is not indebted, directly or
                           indirectly, to any of its officers or directors or to
                           their respective spouses or children, in any amount
                           whatsoever other than in connection with expenses or
                           advances of expenses incurred in the ordinary course
                           of business of the Company or relocation expenses of
                           employees. None of the Company's officers or
                           directors, or any members of their immediate
                           families, are, directly or indirectly, indebted to
                           the Company (other than in connection with purchases
                           of the Company's capital stock) or have any direct or
                           indirect ownership interest in any firm or

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                           corporation with which the Company is affiliated or
                           with which the Company has a business relationship,
                           or any firm or corporation which competes with the
                           Company except that officers, directors and/or
                           stockholders of the Company may own stock in (but not
                           exceeding five percent (5%) of the outstanding
                           capital stock of) any publicly traded companies that
                           are affiliated with the Company, with which the
                           Company has a business relationship, or which may
                           compete with the Company. To the actual knowledge of
                           the President of the Company none of the Company's
                           officers or directors or any members of their
                           immediate families are, directly or indirectly,
                           interested in any material contract or proposed
                           contract with the Company. The Company is not a
                           guarantor or indemnitor of any indebtedness of any
                           other person, firm or corporation.

                  (x)      Title to Property and Assets. The Company owns its
                           property and assets free and clear of all
                           encumbrances, except for (1) encumbrances that may
                           appear in the Financial Statements, or (2) any
                           Permitted Encumbrances. With respect to the property
                           and assets it leases, the Company is in material
                           compliance with such leases and, to the actual
                           knowledge of the Company's President, such leases are
                           valid and effective in accordance with their
                           respective terms, except as limited by applicable
                           bankruptcy, insolvency, reorganization, moratorium,
                           fraudulent conveyance, or other laws and judicial
                           decisions of general application relating to or
                           affecting enforcement of creditors' rights generally,
                           by laws relating to the availability of specific
                           performance, injunctive relief, or other equitable
                           remedies and with respect to indemnification
                           provisions contained therein, or principles of public
                           policy.

                  (xi)     Changes. Since June 30, 2005, there has not been:

                           (a)      any material change in the assets,
                                    liabilities, financial condition or
                                    operating results of the Company from that
                                    reflected in the Financial Statements,
                                    except changes in the ordinary course of
                                    business, that have not been material and
                                    adverse;

                           (b)      any damage, destruction or loss, whether or
                                    not covered by insurance, materially and
                                    adversely affecting the business,
                                    properties, prospects, or financial
                                    condition of the Company;

                           (c)      any waiver or compromise by the Company of a
                                    valuable right or of a material debt owed to
                                    it that would have an adverse affect;

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<PAGE>

                           (d)      any satisfaction or discharge of any liens,
                                    claim, or encumbrance of payment of any
                                    obligation by the Company, except in the
                                    ordinary course of business and that is not
                                    material and adverse to the business,
                                    properties, prospects or financial condition
                                    of the Company;

                           (e)      any material change to a material contract
                                    or agreement by which the Company or any of
                                    its assets is bound or subject;

                           (f)      any material change in any compensation
                                    arrangement or agreement with any employee,
                                    officer, director or stockholder;

                           (g)      any sale, assignment or transfer of any
                                    patents, trademarks, copyrights, trade
                                    secrets or other intangible assets other
                                    than in the ordinary course of business;

                           (h)      any resignation or termination of employment
                                    of any officer or key employee of the
                                    Company; and the President of the Company
                                    has no actual knowledge of any impending
                                    resignation or termination of employment of
                                    any such officer or key employee;

                           (i)      any mortgage, pledge, transfer of a security
                                    interest in, or lien, created by the
                                    Company, with respect to any of its material
                                    properties or assets, except liens for taxes
                                    not yet due or payable;

                           (j)      any loans or guarantees made by the Company
                                    to or for the benefit of its employees,
                                    officers or directors, or any members of
                                    their immediate families, other than travel
                                    advances and other advances made in the
                                    ordinary course of its business;

                           (k)      any declaration, setting aside or payment or
                                    other distribution in respect to any of the
                                    Company's capital stock; or any direct or
                                    indirect redemption, purchase, or other
                                    acquisition of any such stock by the
                                    Company;

                           (l)      to the actual knowledge of the officers and
                                    directors of the Company, any other event or
                                    condition of any character that might
                                    materially and adversely affect the
                                    business, properties or financial condition
                                    of the Company, except as disclosed; or

                           (m)      any arrangement or commitment by the Company
                                    to do any of the things described in this
                                    Section 3(a)(xi).

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<PAGE>

                  (xii)    Tax Returns and Payments. The Company has filed all
                           tax returns and reports as required by applicable
                           law. These returns and reports are true and correct
                           in all material respects. The Company has paid all
                           taxes and other assessments due except those being
                           contested in good faith.

                  (xiii)   Insurance. The Company and each of its Subsidiaries
                           are insured by insurers of recognized financial
                           responsibility against such losses and risks and in
                           such amounts as management of the Company believes to
                           be prudent and customary in the businesses in whch
                           the Company and its Subsidiaries are engaged. Neither
                           the Company nor any such Subsidiary has any reason to
                           believe that it will not be able to renew its
                           existing insurance coverage as and when such coverage
                           expires or to obtain similar coverage from similar
                           insureres as may be necessary to continue its
                           business at a cost that would not have a material
                           adverse effect.

                  (xiv)    Permits. The Company has all franchises, permits,
                           licenses and any similar authority necessary for the
                           conduct of its business, the lack of which could
                           materially and adversely affect the business,
                           properties, prospects, or financial condition of the
                           Company. The Company is not in default in any
                           material respect under any of such franchises,
                           permits, licenses or other similar authority that
                           would materially and adversely affect the Company's
                           business.

                  (xv)     Disclosure. It has been fully disclosed to the
                           Compnay that William P. Moore, who is a director of
                           the Company, is also a principal of Sunflower, and
                           that William P. Moore abstained from voting on the
                           approval of the transactions contemplated by this
                           Agreement.

         (b) Sunflower.

                  (i)      Sunflower represents and warrants to the Company that
                           Sunflower is making this loan and accepting the
                           Warrant, Note and the underlying securities for
                           Sunflower's own account for investment only and not
                           with a view to distribution or resale of the Warrant,
                           Note or underlying securities. Sunflower represents
                           that it is an "accredited investor" as such term is
                           defined in Rule 501 under the Act. Sunflower
                           understands that the Warrant, Note and the underlying
                           securities are being issued to Sunflower pursuant to
                           an exemption from the registration requirements of
                           the Act and, accordingly, must be held indefinitely
                           by Sunflower unless later transferred in transactions
                           that are either registered under the Act or exempt
                           from registration.

                  (ii)     Sunflower represents and warrants to the Company that
                           Sunflower has such knowledge and experience in
                           financial and business matters as to be capable of

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<PAGE>

                           evaluating the merits and risks of making the loan
                           under the Note and any investments in the underlying
                           securities and that Sunflower is able to incur a
                           complete loss of Sunflower's investment and to bear
                           the risk of such a loss for an indefinite period of
                           time. Sunflower understands that the Warrant, Note
                           and any securities acquired upon exercise or
                           conversion are a risky and speculative investment.

4. Covenants of the Company. The Company covenants that from and after the date
hereof and for so long as the Note remains outstanding:

         (a)      Penalty Warrants. In the event the private offering described
                  in the Note does not close on or prior to January 13, 2006,
                  the Company shall issue to Sunflower 25,000 Warrants identical
                  to the Warrants described herein for each month (prorated, if
                  necessary) the offering is delayed.

         (b)      Dividends and Distributions. The Company shall not, and shall
                  cause each of its Subsidiaries not to, directly or indirectly,
                  (i) declare or pay any dividend or (ii) make any distribution
                  in cash or property to holders of Capital Stock of the Company
                  or any Subsidiary of the Company.

         (c)      Compliance with Laws. The Company will, and will cause each of
                  its Subsidiaries to, comply with all applicable Laws with
                  respect to the conduct of its business and the ownership of
                  its properties, including without limitation, compliance with
                  the reporting requirements of all applicable securities Laws;
                  provided that the Company shall not be deemed to be in
                  violation of this Section 4(c) as a result of any failure to
                  comply with any provisions of any such Laws, the noncompliance
                  with which would not, individually or in the aggregate, have
                  or reasonably be expected to have a material adverse effect or
                  have a materially adverse effect on the ability of the holder
                  of any Securities to sell such Securities.

         (d)      Limitation of Agreements. The Company will not, and will not
                  permit any Subsidiary to, enter into any Contract, or any
                  amendment, modification, extension or supplement to any
                  existing Contract, which contractually prohibits the Company
                  from paying interest on, or principal of, the Note, effecting
                  the conversion of the Note or exercising the Warrant.

         (e)      Preservation of Franchises and Existence. The Company will
                  maintain and cause each Subsidiary to maintain its corporate
                  existence, rights and franchises in full force and effect,
                  provided that nothing in this Section 4(e) shall prevent the
                  Company or any Subsidiary from discontinuing its operations in
                  any particular state or at any particular location or
                  locations within a state.

         (f)      Payment of Taxes and Other Charges. The Company will pay or
                  discharge, and will cause each Subsidiary to pay or discharge,
                  before the same shall become delinquent, (i) all Taxes imposed

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<PAGE>

                  upon it or any of its properties or income, and (ii) all
                  claims of materialmen, mechanics, landlords and other like
                  Persons which, in the case of either clause (i) or clause
                  (ii), if unpaid, might result in the creation of a material
                  lien upon any of its properties, provided, however, that the
                  Company shall not be required to pay or discharge or cause to
                  be paid or discharged any such Tax or claim whose amount,
                  applicability or validity is being contested in good faith
                  pursuant to appropriate proceedings.

         (g)      Lost, Stolen, Damaged and Destroyed Securities. Upon receipt
                  of evidence reasonably satisfactory to the Company of the
                  loss, theft, destruction or mutilation of any certificate
                  representing shares of Common Stock, the Warrant, the Note and
                  in the case of loss, theft or destruction, upon delivery of an
                  indemnity satisfactory to the Company (which, in the case of
                  Sunflower, may be an undertaking by Sunflower to so indemnify
                  the Company and which, in the case of any Person other than
                  Sunflower, shall be delivery of an indemnity bond), or, in the
                  case of mutilation, upon surrender and cancellation thereof,
                  the Company will issue a new share certificate of like tenor
                  for a number of shares of Common Stock equal to the number of
                  shares of such stock represented by the certificate lost,
                  stolen, destroyed or mutilated, or a new Note of like tenor in
                  an amount equal to the amount of such Note and Warrant lost,
                  stolen, destroyed or mutilated.

         (h)      Notice of Breach. As promptly as practicable, and in any event
                  not later than five Business Days after senior management of
                  the Company becomes aware thereof, the Company shall provide
                  Sunflower with written notice of any breach by the Company of
                  any provision of this Agreement, including, without
                  limitation, this Article 4, specifying the nature of such
                  breach and any actions proposed to be taken by the Company to
                  cure such breach.

5. Notices. Any notice, request or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
sent via facsimile or overnight or second day delivery service, to the
respective addresses and/or facsimile numbers of the parties as set forth below:

If to the Company:                  SiriCOMM, Inc.
                                    2900 Davis Boulevard, Suite 130
                                    Joplin, Missouri 64804
                                    Attn: Henry P. Hoffman, President and CEO
                                    Facsimile No: (417) 782-0475

With a copy to:                     Sommer & Schneider LLP
                                    595 Stewart Avenue, Suite 710
                                    Garden City, New York  11530
                                    Attn:  Joel C. Schneider
                                    Facsimile No:  (516) 228-8211

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<PAGE>

If to Sunflower:                    Sunflower Capital, LLC
                                    10801 Mastin, Suite 920
                                    Overland Park, KS
                                    Attn:  William P. Moore
                                    Facsimile No: (___) __________

With a copy to:                     Husch & Eppenberger, LLC
                                    1200 Main, Suite 1700
                                    Kansas City, MO 64105
                                    Attn:  Chris Kirley, Esq.
                                    Facsimile No: (816) 421-0596

Any party hereto may by notice so given change its address for future notice
hereunder. Notice shall conclusively be deemed to have been given upon confirmed
receipt of delivery.

6. Successors and Assigns; Assignment. The terms and conditions of the Note, the
Warrant and this Agreement shall inure to the benefit of and be binding upon the
respective executors, administrators, heirs, successors and permitted assigns of
the parties. Neither party hereto may assign any of its rights or obligations
hereunder without the prior written consent of the other party.

7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri without reference to conflict
of laws principles.

8. Headings. The headings contained in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.

9. Further Assurances. The Company will take such further action, and will
execute and deliver to Sunflower all such further financing statements,
certificates, and other documents as Sunflower may reasonably request from time
to time in order to give full effect to this Agreement and to secure the rights
of Sunflower hereunder.

10. Entire Agreement. This Agreement and the Note of even date herewith, from
Sunflower and acknowledged by the Company constitute the entire agreement of the
parties with respect to the subject matter hereof and thereof and supersede all
prior and contemporaneous understandings, whether written or oral.

11. Media Releases. All media releases and public announcements or disclosures
by either party relating to this Agreement and the Note or the business
relationship between the parties contemplated by those documents shall be
coordinated with and approved by the other party in writing prior to the release
thereof.

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<PAGE>

12. Jurisdiction. The Company consents to and agrees that it is subject to the
jurisdiction of the Courts in the State of Missouri with respect to any
litigation in connection with this Agreement. The Company will also reimburse
Sunflower for any legal fees it incurred in enforcing Sunflower's rights under
this Agreement.

         IN WITNESS WHEREOF, the Company and Sunflower have caused this
Agreement to be executed as of the date first set forth above.

                                                     SIRICOMM, INC.



                                                     By:   /s/ Henry P. Hoffman
                                                        ------------------------
                                                        Henry P. Hoffman, CEO

                                                     SUNFLOWER CAPITAL, LLC



                                                     By:  /s/ William P. Moore
                                                        ------------------------
                                                        William P. Moore, Member

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