WARRANT PURCHASE AGREEMENT

Exhibit 10.4

WARRANT PURCHASE AGREEMENT

WARRANT PURCHASE AGREEMENT, dated April 11, 2005, by and between

SIRICOMM, INC., a Delaware corporation having its principal office at 2900 Davis

Boulevard, Suite 130, Joplin, Missouri 64804 (the "Company") and Sunflower

Capital, LLC, having an office at 10801 Mastin, Suite 920, Overland Park, Kansas

(the "Purchaser").

BACKGROUND INFORMATION

This Agreement sets forth the terms and conditions upon which Purchaser

is acquiring from the Company and the Company is selling and delivering to the

Purchaser, Four Hundred Thirteen Thousand Six Hundred and Five (413,605)

five-year warrants to purchase a like number of shares of the Company's common

stock for $3.00 per share (the "Warrants").

OPERATIVE PROVISIONS

ARTICLE 1

Purchase and Sale of Shares

1.1 Warrants to be Sold. Subject to the terms and conditions of this

Agreement, at the Closing referred to in Section 1.4 hereof, the Company shall

sell and deliver to the Purchaser good, valid and marketable title to the

Warrants by delivering to the Purchaser the Warrants registered in the name of

the Purchaser and executed by the Company.

1.2 Purchase Price of the Shares. The purchase price to be paid by the

Purchaser to the Company for the Warrants shall be Fifty Three Thousand Three

Hundred and Thirty Three and No/100 Dollars ($53,333.00) (the "Purchase Price").

1.3 Payment of Purchase Price. Subject to the terms and conditions of

this Agreement, in reliance on the representations, warranties and agreements of

the Company contained herein, and in consideration of the sale and delivery of

the Warrants, the Purchaser shall pay the Purchase Price at the Closing by

delivery of a certified or cashier's check, made payable to the Company, or by

wire transfer to a bank account designated by the Company.

1.4 Closing. The closing of the sale and purchase of the Warrants shall

take place at such time and place as may be agreed to by the parties but no

later than April 15, 2005 (the "Closing"). At the Closing, the Company shall

deliver to the Purchaser the Warrants. Simultaneously with such delivery, the

Purchaser shall deliver the Purchase Price to the Company. Each party shall be

responsible for all fees and costs incurred by it or on its behalf in connection

with the negotiation of this Agreement and the Closing.

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If at the Closing the Company shall fail to tender the Warrants, or if

any of the conditions specified hereunder shall not have been fulfilled, the

Purchaser shall, at its option, be relieved of its obligations under this

Agreement without thereby waiving any rights it may have by reason of such

failure or non-fulfillment. Conversely, if the Purchaser fails to close the

transactions herein contemplated for any reason other than a default or breach

occasioned by the Company under the terms hereof, or a failure of performance of

any of the conditions recited in Article 2 below, the Company may pursue any

legal rights or remedies then available to it, expressly including the right to

require the Purchaser's specific performance of this Agreement.

ARTICLE 2

Representations and Warranties of the Company

The Company represents, warrants and agrees as follows:

2.1 Organization and Standing of the Company. The Company is a

corporation duly organized, validly existing and in good standing under the laws

of the State of Delaware and has all requisite corporate power and authority to

own and operate its properties and to carry on its business as now conducted and

as proposed to be conducted.

2.2 Authorization. When executed and delivered by the Company, this

Agreement will constitute the valid and binding obligation of the Company,

enforceable in accordance with its terms.

2.3 Securities Exchange Act Reports. All reports filed by the Company

pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as

amended, are true and correct and contain no material misstatements or

omissions.

2.4 Consent. No consent, approval or authorization of or registration,

qualification, designation, declaration or filing with any governmental

authority or private person or entity on the part of the Company is required in

connection with the execution and delivery of this Agreement or the consummation

of any other transaction contemplated hereby, except as shall have been duly

taken or effected prior to the Closing.

2.5 Reservation and Authorization of Warrants and Common Stock. The

Warrants have been duly authorized and upon payment of Purchase Price will be

validly issued, fully paid and non-assessable. The shares of Common Stock

underlying the Warrants have been duly authorized and, upon payment of the

exercise price will be validly issued, fully paid and non-assessable. From and

after the Closing, the Company shall at all times reserve and keep available for

issue upon the exercise of the Warrants such number of its authorized but

unissued shares of Common Stock as will be sufficient to permit the exercise in

full of the Warrants.

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2.6 Compliance with Laws. The Company is and will be at Closing in

compliance with all applicable federal, state and local laws and the Company is

current in all of its reports required to be filed pursuant to Section 13 or

15(d) of the Securities Exchange Act of 1934, as amended.

2.7 Litigation. Except as otherwise disclosed in the Company's reports

filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as

amended, the Company is not a party or is not threatened to be made a party to

any action, suit, proceeding, hearing, or investigation of, in, or before any

court or agency of any federal, state or local jurisdiction or before any

arbitrator.

2.8 SEC Filings. The Company has furnished or made available to the

Buyer true and correct copies of the SEC Documents. The SEC Documents are the

only filings made by the Company since January 1, 2003 pursuant to Sections

13(a), 13(c), 14 and 15(d) of the Exchange Act or pursuant to the Securities

Act. The Company has filed all reports, schedules, forms, statements and other

documents required to be filed by it under Sections 13(a), 13(c), 14 and 15(d)

of the Exchange Act since January 1, 2003 and prior to the date of this

Agreement.

2.9 Available Information. The Company has not provided to the Buyer

any information which according to applicable law, rule or regulation, should

have been disclosed publicly prior to the date hereof by the Company but which

has not been so disclosed. As of their respective dates, the SEC Documents

complied, and all similar documents filed with the SEC prior to the Closing will

comply, in all material respects with the requirements of the Securities Act or

the Exchange Act, as the case may be, and rules and regulations of the SEC

promulgated thereunder and other federal, state and local laws, rules and

regulations applicable to such SEC Documents, and no document similar to the SEC

Documents filed by the Company with the SEC prior to the Closing will contain,

any untrue statement of a material fact or omitted to state a 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. The financial statements of the Company included in the SEC

Documents, as of the dates thereof, complied, and all similar documents filed

with the SEC prior to the Closing will comply, as to form in all material

respects with applicable accounting requirements and the published rules and

regulations of the SEC and other applicable rules and regulations with respect

thereto. Such financial statements were prepared in accordance with generally

accepted accounting principles applied on a consistent basis 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

as permitted by Form 10-Q as promulgated by the SEC) and fairly present in all

material respects the financial position of the Company and its consolidated

subsidiaries as of the dates thereof and the consolidated results of operations

and cash flows for the periods then ended (subject, in the case of unaudited

statements, to normal year-end audit adjustments)

2.10 Taxes.

(i) All federal, state, local and foreign tax returns and

reports required to be filed to date, and which are

properly open for examination under applicable

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statutes of limitation, with respect to the operation

of the Company have been accurately prepared and duly

filed, and all taxes shown as payable on such returns

and report have been paid when due, including,

without limitation income, withholding, payroll,

sales and use, and real and personal property taxes;

and

(ii) The Company has not executed or filed with any taxing

authority any agreement extending the period for

assessment or collection of any tax to a date

subsequent to the date hereof; and

(iii) No issue has been raised by any federal, state, local

or foreign taxing authority in connection with an

audit or examination of the tax returns, business or

properties of the Company that has not been settled