Collateral Assignment With Directruck LLC

COLLATERAL ASSIGNMENT OF AGREEMENT


This COLLATERAL ASSIGNMENT OF AGREEMENT (this " Assignment" ) is dated as of the 14th day of March, 2007, by SIRICOMM, INC., a Delaware corporation (" Borrower" ) in favor of SUNFLOWER CAPITAL, LLC, a Missouri limited liability company (" Lender" ).


WHEREAS, Borrower and Lender entered that certain Loan Agreement, dated as of March 14, 2007 (the " Loan Agreement" ), pursuant to which Lender agreed to make certain advances to Borrower of up to $500,000 (the " Loan" );


WHEREAS, Borrower entered into that certain Agreement, dated as of March 15, 2006, by and between DirecTruck, L.L.C. (" DirecTruck" ) and Borrower (the " Agreement" ), pursuant to which Borrower purchased the rights to DirecTruck' s wireless truck data gathering service;


WHEREAS, Lender has required, as additional security for performance of Borrower' s obligations under the Loan Documents (as defined in the Loan Agreement), timely payment of the Loan and any other indebtedness, obligations and liabilities of Borrower to Lender, assignment to Lender by Borrower of all right, title and interest of Borrower in, to and under the Agreement.


NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:


1. Definitions . Unless otherwise defined herein, all terms used herein shall have the meanings ascribed thereto under the Loan Agreement.

2. Assignment and Grant of Security Interest . Borrower hereby grants, transfers and assigns to Lender a first priority security interest in all of Borrower' s right, title and interest in and to the Agreement. This Assignment is made for the purpose of securing the payment and performance of Borrower' s obligations arising under and pursuant to the Loan Documents and is for collateral security purposes only. As long as no Event of Default exists under the Loan Agreement, Borrower shall maintain any and all rights related to the Agreement. By virtue of this Assignment, Lender shall not obtain rights against DirecTruck greater than the rights Borrower has ...