SECURITY AGREEMENT

SECURITY AGREEMENT

This Security Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April ____, 2007, is by and between SiriCOMM, Inc., a Delaware corporation with its chief executive office and principal place of business located at 4710 East 32nd Street, Joplin, Missouri 64804 (“Debtor”), and Quest Capital Alliance II, L.L.C., as agent for the Investors listed on Schedule 1 (the “Investors”) with an office at 3140 E. Division Street, Springfield, MO 65808 (“Secured Party”).

WHEREAS, Secured Party has agreed to make a loan (the “Loan”) to Debtor, pursuant to that certain Securities Purchase Agreement and Secured Convertible Debenture, dated as of the date hereof, by and between Debtor and Investor (the “Transaction Documents”); and

WHEREAS, in order to induce Secured Party to enter into the Transaction Documents and to make the Loan, Debtor agreed to grant a continuing Lien in the Collateral (as defined below) to secure the Obligations;

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 Transaction Documents. 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.             Grant of Security Interest . To secure Debtor’s full and timely payment and performance of the Obligations to Secured Party pursuant to the Secured Convertible Debenture, Debtor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Secured Party a continuing first-priority security interest (the “Security Interest”) in and to all of the property described on Exhibit ”A” to this Agreement (the “Collateral”).

(a)           Other Liens . Except for liens in favor of Secured Party (the “Permitted Liens”), Debtor owns all right, title and interest in the Collateral (or has appropriate rights to use in the case of property subject to leases, licenses or similar arrangements in which Debtor is the licensee or lessee) and will not permit the Collateral to be subject to any adverse lien, security interest or encumbrance (other than Permitted Liens), and Debtor will defend the Collateral against the claims and demands of all persons at any time claiming the same or any interest therein. No financing statements covering any Collateral or any proceeds thereof are on file in any public office except for financing statements filed by Secured Party.

(b)           Further Documentation . At any time and from time to time, at the sole expense of Debtor, Debtor will promptly and duly execute and deliver such further instruments and documents and take such further action as Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and

of the rights and powers herein granted. Debtor hereby authorizes Secured Party to file with the appropriate filing office, now or hereafter from time to time, financing statements, continuation statements and amendments thereto, naming the undersigned as debtor and covering all assets of the undersigned, including but not limited to any specific listing, identification or type of all or any portion of the assets of the undersigned. The undersigned acknowledges and agrees, by evidence of its signature below, that this authorization is sufficient to satisfy the requirements of Revised Article 9 of the Uniform Commercial Code, July 1, 2001 revisions.

(c)           Indemnification . Debtor agrees to defend, indemnify and hold harmless Secured Party against any and all liabilities, costs and expenses (including, without limitation, all reasonable legal fees and expenses): (i) with respect to, or resulting from, any delay in paying any and all excise, sales or other taxes which may be payable or are determined to be payable with respect to any of the Collateral; (ii) with respect to, or resulting from, any delay in complying with any law, rule, regulation or order of any governmental authority applicable to any of the Collateral or (iii) in connection with any of the transactions contemplated by this Agreement; provided , however , that this indemnification shall not extend to any damages caused by the gross negligence or willful misconduct of Secured Party.

(d)           Change of Jurisdiction of Organization; Relocation of Business or Collateral . Debtor shall not change its jurisdiction of organization, relocate its chief executive office, principal place of business or its records or allow the relocation of any Collateral (unless such relocation is in the ordinary course of business) without thirty days’ prior written notice to Secured Party.

(e)           Limitations on Modifications of Accounts, Etc . Upon the occurrence and during the continuance of any Event of Default, without Secured Party’s prior written consent, Debtor shall not grant any extension of the time of payment of any of the accounts, chattel paper, instruments or amounts due under any contract or document, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof, or allow any credit or discount whatsoever thereon other than trade discounts and rebates granted in the ordinary course of Debtor’s business.

(f)                              Insurance . Debtor shall maintain insurance policies insuring the Collateral against loss or damage from such risks and in such amounts and forms and with such companies as required by the Loan Agreement.

(g)           Authority . Debtor has all requisite power and authority to execute this Agreement and to perform all of its obligations hereunder, and this Agreement has been duly executed and delivered by Debtor and constitutes the legal, valid and binding obligation of Debtor, enforceable in accordance with its terms. The execution, delivery and performance by Debtor of this Agreement have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any

order, writ, injunction or decree presently in effect, having applicability to Debtor or the articles of incorporation or by-laws of Debtor, or (iii) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which Debtor is a party or by which it or its properties may be bound or affected.

(h)           Defense of Intellectual Property . Debtor shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its material copyrights, patents, trademarks and trade secrets, (ii) use commercially reasonable efforts to detect infringements of its copyrights, patents, trademarks and trade secrets and promptly advise Secured Party in writing of material infringements detected and (iii) not allow any copyrights, patents, trademarks or trade secrets material to Debtor’s business to be abandoned, forfeited or dedicated to the public without the written consent of Secured Party.

(i)            Maintenance of Records . Debtor will keep and maintain at its own cost and expense satisfactory and complete records of the Collateral.

(j)            Inspection Rights . Secured Party will have full access during normal business hours, and upon reasonable prior notice, to all of the books, correspondence and other records of Debtor relating to the Collateral, and Secured Party or its representatives may examine such records and make photocopies or otherwise take extracts from such records, subject to Debtor’s reasonable confidentiality requirements. Debtor agrees to render to Secured Party, at Debtor’s expense, such clerical and other assistance as may be reasonably requested with regard to the exercise of its rights pursuant to this paragraph.

(k)           Compliance with Laws, Etc . Debtor shall comply in all material respects with all laws, rules, regulations and orders of any governmental authority applicable to any part of the Collateral or to the operation of Debtor’s business; provided , however , that Debtor may contest any such law, rule, regulation or order in any reasonable manner which does not, in the reasonable opinion of Debtor, adversely affect Secured Party’s rights or the priority of its liens on the Collateral.

(l)            Payment of Obligations . Debtor shall pay before delinquency all obligations associated with the Collateral, including license fees, taxes, assessments and governmental charges or levies imposed upon the Collateral or with respect to any of its income or profits derived from the Collateral; as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if (i) the validity or amount of such charge is being contested in good faith by appropriate proceedings, (ii) such proceedings do not involve any material danger of the sale, forfeiture or loss of any of the Collateral or any interest in the Collateral and (iii) such charge is adequately reserved against on Debtor’s books in accordance with generally accepted accounting principles. The obligation of Debtor to repay the Loan, together with all interest accrued thereon, is absolute and unconditional, and there exists no right of set off or recoupment, counterclaim or defense of any nature whatsoever to payment of the Loans.

(m)          Limitations on Liens on Collateral . Debtor shall not create, incur or permit to exist, shall defend the Collateral against and shall take such other action as is necessary to remove, any lien or claim on or to the Collateral, other than the Permitted L