MEMORANDUM OF UNDERSTANDING

This Memorandum of  Understanding  between Q Comm, Inc. ("Q Comm"),  and WGR LTD
("WGR") is for the purpose of  documenting  the terms and conditions of services
to be  provided  by Q Comm to WGR.  In  general,  such  services  relate  to the
delivery and operation of  "Qxpress(TM)"  terminals and data base software to be
provided  by Q Comm.  This  Memorandum  of  Understanding  is  intended to be an
interim  document;  a final  contract must be signed by both parties  before the
agreement  can be  initiated.  The  following  is an  outline  of such terms and
conditions.

1. Terms
   -----
     1.1  Five (5) year exclusive  distribution  agreement for deployment in the
          U.K. and other  countries  TBD. Each target  represents  the number of
          installed units per period.  If at any time installed units fall below
          the target,  exclusivity is terminated.  However, Q Comm is willing to
          support current  terminals at the time of exclusivity  termination and
          all   additionally   installed   terminals   in  the  same  manner  as
          termination.  At the completion of the five year  exclusive  agreement
          and if the minimum  installed unit targets have been met, an extension
          to that  agreement  will be  negotiated  by the parties with terms set
          forth at that time.
     1.2  Exclusivity  Table  will be based  on each  country  with a  quarterly
          qualification:
     1.3  Prices are F.O.B. Utah.
     1.4  In the event of  non-performance on either party, the agreement may be
          canceled 30 days after notification.

2. Payment
   -------
     2.1  Qxpress  terminal  orders  require a 50% deposit  secured by letter of
          credit. Balance due upon transfer of shipment from Q Comm.
     2.2  An irrevocable  letter of credit will established for the benefit of Q
          Comm and will remain in place for the duration of the  agreement.  The
          letter  of  credit  may  be  accessed  in the  event  of  default  for
          transaction  fee payments.  The amount of the letter of credit will be
          established   as  the  greater  of  $10,000  or   one-week's   average
          transaction processing fees.
     2.3  Payment in U.S.D

3.Warranty
  --------
     3.1  Ninety (90) day warranty  covering parts and labor,  excluding failure
          resulting from abuse.
     3.2  F.O.B destination.
     3.3  The above warranty period may be extended to one year at a cost of $22
          per terminal, paid at the time of terminal delivery.

4. Terminal
   --------
     4.1  Terminals  will be  configured  to have screen  display in language of
          choice.
     4.2  Terminals  will  display  the name and logo of Q Comm unless a private
          label agreement is reached between the parties.
     4.3  Private label cards are available.
     4.4  Cards  for use in  terminals  may be  provided  by Q Comm  subject  to
          consideration.
     4.5  Terminals  will be ready for  shipment  to WGR  approximately  60 days
          after receipt by Q Comm of this agreement.


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5. Hardware Pricing
   ----------------
     5.1  All exchanges of monies  between WGR and Q Comm will be in the form of
          United  States  Dollars  ("USD").  The  Qxpress(TM)  hardware  pricing
          schedules are subject to change with a thirty (30) day written  notice
          and will be determined based on volume by country.

6. DataCenter
   ----------
     6.1  Software Suite:
          a.   Database and Database interface module
          b.   Card-back design module
          c.   Terminal programming module
     6.2  Non-transferable  site  license to use Q Comm's  enterprise  data base
          software   will   be   granted.   Hardware   requirements,    terminal
          communication configuration, and user manuals are included in the site
          license.
     6.3  All documentation of such software will be in English.
     6.4  Q Comm has no  liability  for the use of its  software or terminals or
          for  products  sold  other  than as  expressly  provided  in the final
          agreement.
     6.5  Q Comm will enable all Qxpress(TM)units to call a WGR server of choice

7. Reporting
   ---------
     7.1  Three standard reports will be provided by Q Comm;  Merchant,  Broker,
          Operator/Carrier.
     7.2  Custom report creation available.

8. Training
   --------
     8.1  Training and data base support is available TBD.
     8.2  Custom software is available for consideration.

9. Transaction Fees
   ----------------
     9.1  Transaction processing will apply dependent on transaction volume.
     9.2  Funds transfer services may apply dependent on transaction volume.

          Transaction Fee
          Weekly/Volume Tiers

                            0-1k         TBD
                            1-3k         TBD
                            3-5k         TBD
                           5-10k         TBD
                          10-15k         TBD
                          15-25k         TBD
                             25k         TBD

10. Communication
    -------------
     10.1 Within two weeks of the signing of this memorandum of  understanding Q
          Comm will distribute a press release regarding this agreement.



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Stephen C. Flaherty                           Peter Holmes

President                                     Managing Director
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Date January 16, 2002                         Date January 16, 2002