INTELLECTUAL PROPERTY SECURITY AGREEMENT

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

         This Intellectual Property Security Agreement (as amended, supplemented
or otherwise modified from time to time, this "Agreement"), dated as of March
14, 2007, is by and between SiriCOMM, Inc., a Delaware corporation ("Assignor"),
and Sunflower Capital, LLC, a Missouri limited liability company ("Assignee").

         WHEREAS, Assignee has agreed to make a loan (the "Loan") to Assignor,
pursuant to that certain Loan Agreement, dated as of the date hereof, by and
between Assignor and Assignee (the "Loan Agreement"); and

         WHEREAS, in order to induce Assignee to enter into the Loan Agreement
and to make the Loan, Assignor agreed to grant a continuing Lien in the
Collateral (as defined below) to secure the Obligations (as defined below);

         NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

         1. Defined Terms. All capitalized terms used but not defined herein
(including the recitals hereto) have the meanings ascribed to them in the Loan
Agreement. All other terms, unless the context otherwise requires, have the
meanings provided by the Uniform Commercial Code to the extent the same are used
or defined therein.

         2. Assignment, Patent Mortgage and Grant of Security Interest. As
collateral security for the prompt and complete payment and performance of all
of Assignor's present or future indebtedness, obligations and liabilities of
every kind and character owed to Assignee arising out of the Loan Documents (the
"Obligations"), Assignor hereby grants a security interest and mortgage to
Assignee, as security, in Assignor's entire right, title and interest in, to and
under the following (the "Collateral"):

                  (a) any and all copyright rights, copyright applications,
         copyright registrations and like protections in each work or authorship
         and derivative work thereof, whether published or unpublished and
         whether or not the same also constitutes a trade secret, now or
         hereafter existing, created, acquired or held, including without
         limitation those set forth on Exhibit "A" attached hereto
         (collectively, the "Copyrights");

                  (b) any and all trade secrets, proprietary information,
         customer lists, manufacturing techniques, formulas, know-how, product
         formulations, and any and all intellectual property rights in computer
         software and computer software products, now or hereafter existing,
         created, acquired or held;

                  (c) any and all design rights which may be available to
         Assignor now or hereafter existing, created, acquired or held;

                  (d) all patents, patent applications and like protections
         including, without limitation, improvements, divisions, continuations,
         renewals, reissues, extensions and continuations-in-part of the same,
         now or hereafter existing, created, acquired or held, including without
         limitation the patents and patent applications set forth on Exhibit "B"
         attached hereto (collectively, the "Patents");

                   (e) any trademark and servicemark rights, whether registered
         or not, applications to register and registrations of the same and like
         protections, all trade names, trade styles, designs, and the like, and
         all elements of package or trade dress of goods, now or hereafter
         existing, created, acquired or held, and the entire goodwill of the
         business of Assignor connected with and symbolized by such trademarks,
         including without limitation those set forth on Exhibit "C" attached
         hereto (collectively, the "Trademarks");

                  (f) any and all claims for damages by way of past, present and
         future infringement of any of the rights included above, with the
         right, but not the obligation, to sue for and collect such damages for
         said use or infringement of the intellectual property rights identified
         above;

                  (g) all licenses or other rights to use any of the Copyrights,
         Patents or Trademarks, and all license fees and royalties arising from
         such use;

                  (h) all amendments, extensions, renewals and extensions of any
         of the Copyrights, Trademarks or Patents; and

                  (i) all proceeds and products of the foregoing, including
         without limitation all payments under insurance or any indemnity or
         warranty payable in respect of any of the foregoing.

         3. Authorization and Request. Assignor authorizes and requests that the
Register of Copyrights and the Commissioner of Patents and Trademarks record
this Agreement. Assignor hereby authorizes Assignee to file with the appropriate
filing office, now or hereafter from time to time, financing statements,
continuation statements, and amendments thereto, naming Assignor as debtor
covering all assets of Assignor, including but not limited to any specific
listing, identification, or type of all or any portion of assets of Assignor.
Assignor acknowledges and agrees by evidence of its signature below, this
authorization is sufficient to satisfy the requirements of Revised Article 9 of
the Uniform Commercial Code, July 1, 2001 revisions.

         4. Covenants and Warranties. Assignor represents, warrants, covenants
and agrees as follows:

                  (a) Assignor is the sole and lawful owner of the Collateral,
         except for non-exclusive licenses granted by Assignor to its customers
         in the ordinary course of business and except for Permitted
         Encumbrances.

                   (b) Performance of this Agreement does not conflict with or
         result in a breach of any agreement to which Assignor is a party or by
         which Assignor is bound.

                  (c) During the term of this Agreement, Assignor will not
         transfer or otherwise encumber any interest in the Collateral, except
         for licenses granted by Assignor in the ordinary course of business and
         for Permitted Encumbrances.

                  (d) Each of the Patents is valid and enforceable, and no part
         of the Collateral has been judged invalid or unenforceable, in whole or
         in part, and no claim has been made that any part of the Collateral
         violates the rights of any third party.

                   (e) Assignor shall promptly advise Assignee of any material
         change in the composition of the Collateral, including but not limited
         to any subsequent ownership right of Assignor in or to any Trademark,
         Patent or Copyright not specified in this Agreement,

                  (f) Assignor shall at its expense (i) protect, defend and
         maintain the validity and enforceability of the Trademarks, Patents and
         Copyrights, (ii) use its best efforts to detect infringements of the
         Trademarks, Patents and Copyrights and promptly advise Assignee in
         writing of material infringements detected and (iii) not allow any
         Trademarks, Patents or Copyrights to be abandoned, forfeited or
         dedicated to the public without the written consent of Assignee, which
         shall not be unreasonably withheld,

                  (g) Assignor shall promptly register the most recent version
         of any of Assignor's Copyrights, if not so already registered, and
         shall, from time to time, execute and file such other instruments, and
         take such further actions a