THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACCEPTED FOR INVESTMENT PURPOSES ONLY
AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN
COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE "ACT"). THIS LEGEND
SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR
THIS CONVERTIBLE PROMISSORY NOTE.

                                 SIRICOMM, INC.

                                December 21, 2005


                                                                     $500,000.00
                           CONVERTIBLE PROMISSORY NOTE

                                Due July 1, 2006

         SIRICOMM, INC., a Delaware corporation (the "Company"), for value
received, hereby promises to pay to Sunflower Capital, LLC or order (the
"Holder") on the 10th day of December, 2010 (the "Maturity Date") at the offices
of the Holder as identified in Article 9 below, the principal sum of FIVE
HUNDRED THOUSAND DOLLARS ($500,000.00) in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts and to pay simple interest on said principal
sum at the rate of eight percent (8%) per annum from the date hereof through the
Maturity Date. Interest on the principal balance of this Convertible Promissory
Note ("Note") shall be payable on the Maturity Date.

         1. Registered Owner. The Company may consider and treat the person in
whose name this Note shall be registered as the absolute owner thereof for all
purposes whatsoever (whether or not this Note shall be overdue) and the Company
shall not be affected by any notice to the contrary. Subject to the provisions
hereof, the registered owner of this Note shall have the right to transfer it by
assignment and the transferee thereof, upon his registration as owner of this
Note, shall become vested with all the powers and rights of the transferor.
Registration of any new owner shall take place upon presentation of this Note to
the Company at its offices together with the Note Assignment Form attached
hereto duly executed. In case of transfers by operation of law, the transferee
shall notify the Company of such transfer and of his address, and shall submit
appropriate evidence regarding the transfer so that this Note may be registered
in the name of the transferee. This Note is transferable only on the books of
the Company by the Holder on the surrender hereof, duly endorsed. Communications
sent to any registered owner shall be effective as against all holders or
transferees of this Note not registered at the time of sending the

<PAGE>

communication. In the event of the assignment of a portion of the principal
amount of this Note, the transferee thereof shall not have the right to elect an
Optional Conversion (as hereinafter defined) unless the entire remaining
principal portion of this Note is converted simultaneously therewith.

         2. Conversion.

                  2.1 Mandatory Conversion. The company is in the process of
raising capital through a private offering of 4,700,000 units (the "Units").
Each Unit consists of one share of the Company's common stock ("Common Stock")
and one redeemable common stock purchase warrant (the "Warrants") at a price of
$1.15 per Unit. Each Warrant entitles the holder to purchase one share of Common
Stock at $1.50 per share during the period commencing on the date of issuance
and expiring on the fifth anniversary of such issuance. The Units are being
offered through Sanders Morris Harris, Inc. as placement agent ("Placement
Agent") on a best efforts basis up to 4,700,000 Units. The minimum number of
Units that must be sold for that Offering to close is 2,000,000 (the "Minimum").
Upon closing of the Minimum, this Note shall be automatically converted into
such number of Units calculated by dividing $1.15 into the principal and accrued
interest at the date of conversion.

                  2.2 Optional Conversion. At any time after the above private
offering has been terminated without closing on the Minimum, the Holder shall
have the right to convert the then-outstanding principal amount of this Note,
together with accrued interest thereon (an "Optional Conversion") into shares of
Common Stock and Common Stock Purchase Warrants of the Company ("Conversion
Securities") at a variable conversion price determined by taking the value
weighted average price ("VWAP") of the Company's Common Stock for the 20 trading
days prior to the date the Conversion Notice is sent by the Holder to the
Company via facsimile. In addition, the Company shall issue to the Holder such
number of warrants equal to the number of shares being issued upon conversion.
The exercise price of such warrant shall be equal to the conversion price plus
$.25. The Warrants will be exercisable for a period of five years from the date
of issuance.

                  2.3 Anti-Dilution Provisions.

                           2.3.1 Adjustments for Stock Dividends; Combinations,
Etc. (a) In the event that the Company, at any time or from time to time
hereafter, shall (i) declare any dividend or other distribution on its Common
Stock payable in Common Stock of the Company or in securities convertible into
or exchangeable for Common Stock, including without limitation rights; (ii)
effect a subdivision of its outstanding Common Stock into a greater number of
shares of Common Stock by reclassification, stock split or otherwise than by
payment of a dividend in shares of Common Stock; (iii) affect a combination or
consolidation of its outstanding Common Stock into a lesser number of shares of
Common Stock by reclassification, reverse split or otherwise; (iv) issue by
reclassification, exchange or substitution of its Common Stock any shares of
capital stock of the Company; or (v) affect any other transaction having similar
effect, then the Conversion Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding before such
event and of which the denominator shall be the number of shares of Common Stock
outstanding after such event, including the maximum number of shares of Common

                                       2
<PAGE>

Stock into which the convertible securities, including rights (provided for in
clause (i) hereof) may be converted or for which the exchangeable securities
(provided for in clause (i) hereof) may be exchanged. The purpose of the
adjustment shall be that, in the event of a conversion at any time after the
occurrence of any event described in (i) through (v) above, the Holder shall be
entitled to receive the shares of Conversion Stock (or other securities) to
which such Holder would have been finally entitled, after giving effect to the
occurrence of such event, as if such Holder had converted this Note immediately
prior to the occurrence of such event. An adjustment made pursuant to this
Section 2.3.1 shall become effective immediately after the record date in the
case of a dividend or other distribution and shall become effective immediately
upon the effective date in the case of a subdivision, combination,
reclassification, exchange or substitution. The Corporation shall take no such
action with respect to the Common Stock unless the Corporation shall
simultaneously reserve out of the authorized, unissued and unreserved shares of
common stock a sufficient number of shares of Common Stock to be available for
full conversion of this Note at the new Conversion Price.

                           2.3.2 Adjustment for Consolidation or Merger. In case
of any consolidation or merger to which the Company is a party, other than a
merger or consolidation in which the Company is the surviving or continuing
corporation and which does not result in any reclassification of, or change
(other than a change in par value or from par value to no par value or from no
par value to par value, or as a result of a subdivision or combination) in,
outstanding Common Stock, then, as part of and as a condition to such
transaction, provision shall be made so that, in the event of a conversion, the
Holder of this Note, shall receive, in lieu of the securities and property
receivable upon the conversion of this Note prior to consummation of the
transaction, the kind and amount of shares or other securities and property
receivable upon such consolidation or merger by a holder of the number of shares
of Common Stock into which this Note would have been converted immediately prior
to such consolidation or merger had the conversion occurred, all subject to
further adjustment as provided in Section 2.3.1; in each such case, the terms of
this Note shall be applicable to the securities or property receivable upon the
conversion of this Note after such consummation. In any such case, appropriate
adjustment shall be made in the application of this Section 2 with respect to
the rights of the Holder of this Note after the transaction to the end that the
provisions of this Section 2 shall be applicable after that event. The
Corporation shall take no such action with respect to the Common Stock unless
the Corporation shall simultaneously reserve out of the authorized, unissued and
unreserved shares of such class or series into which the Common Stock has been
changed a sufficient number of shares of such class or series into which the
Common Stock has been changed to be available for full conversion of this Note
at the new Conversion Price.

                  2.4 Reservation of Shares. The Company will at all times
reserve and keep available out of its authorized and unissued Common Stock,
solely for issuance and delivery upon conversion of this Note, free of
preemptive or rights of purchase, the number of shares of Conversion Stock

                                       3
<PAGE>

issuable upon conversion of this Note at the minimum Conversion Price. The
Company covenants that all shares of Common Stock that shall be so issuable
shall, upon issue, be duly and validly authorized, issued and fully paid and
nonassessable.

                  2.5 Fractional Shares. The Company shall not be required to
issue certificates representing fractions of shares, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests, it being the intent of
the Company and the Holder that all fractional interests shall be eliminated and
that all issuances of Common Stock be rounded up to the nearest whole share.

                  2.6 Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder of the Company, either at law
or in equity, and the rights of the Holder are limited to those expressed in
this Note.

                  2.7 Certificate. When the Conversion Price is adjusted
pursuant to the provisions hereof, the Company shall file with its official
corporate records a certificate of its chief financial or accounting officer
setting forth in detail the facts requiring such adjustment, the computation
thereof and the adjusted Conversion Price, and shall mail a copy of the
certificate to the Holder.

         3. Redemption. This Note may not be prepaid in whole or in part without
the written consent of the Holder.

         4. Defaults. If any one or more of the following ("Events of Default")
shall occur:

                  (a) the Company shall fail to perform any obligation contained
herein as and when required;

                  (b) the Company shall (i) admit in writing its inability to
pay its debts generally as they mature; (ii) make a general assignment for the
benefit of creditors; (iii) fail or be unable to pay its debts as they mature
iv) be adjudicated a bankrupt or insolvent; (v) file a voluntary petition in
bankruptcy or a petition or an answer seeking an arrangement with creditors;
(vi) take advantage of any bankruptcy, insolvency or readjustment of debt law or
statute or file an answer admitting the material allegations of a petition filed
against it in any proceeding under any such law; (vii) apply for or consent to
the appointment of a receiver, trustee or liquidation for all or a substantial
portion of its assets; (viii) have an involuntary case commenced against it
under the Federal bankruptcy laws, which case is not dismissed or stayed within
thirty (30) days; or (viii) fail to pay its taxes on a timely basis; ix) violate
any covenant provided for in this Note, in the Registration Rights Agreement
(the Registration Rights Agreement) and/or the Note Purchase Agreement (the Note
Purchase and Security Agreement) between the Company and the Holder of even date
herewith and such violation shall continue unremedied for a period of fifteen
(15) days following the giving of written notice thereof from the Holder;

                                       4
<PAGE>

                  (b) any of the representations of the Company contained herein
or in the Registration Rights Agreement or in the Note Purchase Agreement or the
Company's certification as to veterinary clinics are false and misleading in any
material respect;

                  (c) any judgment is entered against the Company which is not
bonded or discharged within 30 days;

                  (d) a levy of any sort is made on or against some or all of
the assets of the Company.

Then this Note shall be in default and, at any time thereafter and unless such
Event of Default shall have been cured or shall have been waived in writing by
the Holder (which waiver shall not be deemed a waiver of any subsequent
default), at the option of the Holder and in the Holder's sole discretion, the
Holder may, by written notice to the Company, declare the entire unpaid
principal amount of this Note then outstanding, together with accrued interest
thereon, to be forthwith due and payable, whereupon the same shall become
forthwith due and payable and/or exercise any and all other rights available at
law or in equity.

         5. Investment Intent. The Holder, by its acceptance hereof, hereby
represents and warrants that this Note is being accepted, and the Conversion
Stock issuable upon the conversion of this Note will be acquired, for investment
purposes only and without a view to the distribution thereof, and may be
transferred only in compliance with the Act. Unless, prior to the conversion of
this Note, the issuance of the Conversion Stock has been registered with the
Securities and Exchange Commission pursuant to the Act, the Note Conversion Form
shall be accompanied by a representation of the Holder to the Company to the
effect that such securities are being acquired for investment and not with a
view to the distribution thereof, and such other representations and
documentation as may be reasonably required by the Company, unless in the
opinion of counsel to the Company such representations or other documentation
are not necessary to comply with the Act.

         6. Default Rate of Interest; Costs of Collection. In the event the
Company shall default in the payment of this Note when due, then (i) effective
with such date of default, the interest rate payable hereunder shall be
increased to eighteen percent (18%) per annum ("Default Rule") and (ii) the
Company agrees to pay, in addition to unpaid principal and interest, all the
costs and expenses incurred in effecting collection hereunder or enforcing the
terms of this Note and the Security Agreement, including reasonable attorneys'
fees.

         7. Applicable Law. This Note is issued under and shall for all purposes
be governed by and construed in accordance with the laws of the State of
Missouri.

         8. Representations and Warranties. The Company represents and warrants
that the authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, $.001 par value, of which 20,132,950 shares are outstanding and

                                       5
<PAGE>

5,000,000 shares of Preferred Stock, no par value, authorized, of which 213,417
shares of Series A Preferred Stock are outstanding. As of December 1, 2005 the
Company had outstanding 7,148,573 warrants and options.

                                       6
<PAGE>

         9. Notices. Any notice required or permitted to be given pursuant to
this Note shall be deemed to have been duly given when delivered by hand or sent
by certified or registered mail, return receipt requested and postage prepaid,
overnight mail or telecopier as follows:

         If to the Holder:

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

         Copy to:

                  Husch & Eppenberger, LLC
                  1200 Main, Suite 1700
                  Kansas City, MO 64105
                  Attn: Chris Kirley, Esq.
                  Facsimile: (816) 421-0596

         If to the Company:

                  SiriCOMM, Inc.
                  2900 Davis Boulevard, Suite 130
                  Joplin, MO 64804
                  Attn: Henry P. Hoffman, CEO
                  Facsimile No.: (417) 782-0475

         Copy to:

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

or at such other address as the Holder or the Company shall designate by notice
to the other given in accordance with this Section 9.

                                       7
<PAGE>

         10. Miscellaneous.

                  (a) This Note constitutes the rights and obligations of the
Holder and the Company. No provision of this Note may be modified except by an
instrument in writing signed by the party against whom the enforcement of any
modification is sought.

                  (b) The Company shall not take any action that would impair
the rights and privileges of the Holder herein or avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times act in good faith to assist in
carrying out the provisions of this Note, including the Conversion rights
provided in paragraph 2 herein and will take all such action as may be necessary
or appropriate in order to protect the conversion rights of the Holder of the
Note.

                  (c) The waiver by the Holder of a breach of any provision of
this Note shall not operate or be construed as a waiver of any subsequent
breach.

                  (d) If any provision, or part thereof, of this Note shall be
held to be invalid or unenforceable, such invalidity or unenforceability shall
attach only to such provision and shall not in any way affect or render invalid
or unenforceable any other provisions of this Note, and this Note shall be
carried out as if such invalid or unenforceable provision, or part thereof, had
been reformed, and any court of competent jurisdiction is authorized to so
reform such invalid or unenforceable provision, or part thereof, so that it
would be valid, legal and enforceable to the fullest extent permitted by
applicable law.

                  (e) In no event shall the rate of interest payable hereunder
exceed the maximum rate permitted by applicable law.

                  (f) No provision of this Note shall alter or impair the
absolute and unconditional obligation of the Company to pay the principal of,
and interest on, this Note in accordance with the provisions hereof.

                  (g) The Company agrees that irreparable damage would occur in
the event that any of the provisions of this Note were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that, except with respect to the payment of the amounts due
hereunder, the Holder of this Note shall be entitled to swift specific
performance, injunctive relief or other equitable remedies to prevent or cure
breaches of the provisions of this Note and to enforce specifically the terms
and provisions hereof, this being in addition to any other remedy to which the
Holder may be entitled under this Note.

                  (h) If Holder is required to pursue only legal action as a
result of any Event of Default herein _____________ by Company, Company shall be
obligated to immediately pay Holder its reasonable attorneys fees incurred in

                                       8
<PAGE>

connection with any such action, and in the event Company fails to do so, such
amounts shall be added to the principal balance hereof and shall bear interest
at the Default Rate.

         IN WITNESS WHEREOF, the Company has caused this Note to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.

                                                       SIRICOMM, INC.



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

                                       9
<PAGE>

                                 SIRICOMM, INC.

                           CONVERTIBLE PROMISSORY NOTE

                                DUE JULY 1, 2006

                              NOTE CONVERSION FORM

         The undersigned hereby irrevocably elects to convert the within
Convertible Promissory Note to the extent of $________ in principal amount
thereof, together with accrued interest thereon.


If the Holder is an individual:      If the Holder is not an individual:
------------------------------       ----------------------------------


---------------------------------    -------------------------------------------
Name(s) of Holder                    Name of Holder


                                     By
---------------------------------    -------------------------------------------
Signature of Holder                  Signature of Authorized Representative


---------------------------------    -------------------------------------------
Signature, if jointly held           Name and Title of Authorized Representative


---------------------------------    -------------------------------------------
Address(es) of Holder                Address of Holder


---------------------------------    -------------------------------------------
Social Security Number of Holder     Taxpayer Identification Number of Holder


---------------------------------    -------------------------------------------
Date                                 Date

<PAGE>

                                 SIRICOMM, INC.

                           CONVERTIBLE PROMISSORY NOTE

                                DUE JULY 1, 2006

                              NOTE ASSIGNMENT FORM

                               FOR VALUE RECEIVED

                           The undersigned _____________________________________
(please print or typewrite name of assignor) hereby sells, assigns and transfers
unto ____________________________________________________________ (please print
or typewrite name, address and social security or taxpayer identification
number, if any, of assignee) the within Convertible Promissory Note of SiriCOMM,
Inc. in the original principal amount of $_______ and hereby authorizes the
Company to transfer this Note on its books.


If the Holder is an individual:      If the Holder is not an individual:
------------------------------       ----------------------------------


---------------------------------    -------------------------------------------
Name(s) of Holder                    Name of Holder

                                     By
---------------------------------    -------------------------------------------
Signature of Holder                  Signature of Authorized Representative

---------------------------------    -------------------------------------------
Signature, if jointly held           Name and Title of Authorized Representative

---------------------------------    -------------------------------------------
Date                                 Date



                            (Signature(s) guaranteed)