**Exhibit
        10.12**
 
 **EMPLOYMENT
        AGREEMENT**
 
 THIS
        EMPLOYMENT AGREEMENT (the “ Agreement ”)
        is
        made as of July 1, 2005 (the “ Effective
        Date ”),
        by
        and between Q COMM INTERNATIONAL, INC., a Utah corporation (the “ Company ”),
        having its principal place of business at 510 East Technology Ave. Building
        C,
        Orem, Utah 84097, and MARK ROBINSON, residing at 11027 Tall Pines Way, Sandy,
        UT
        84092 (the “Executive”).
 
 **W
        I T N E S S E T H:**
 
 
 **WHEREAS** ,
        the
        Company, recognizing the unique skills and abilities of the Executive, wishes
        to
        hire the Executive on a permanent and full-time basis; and
 
 **WHEREAS** ,
        the
        Executive desires to be employed by the Company; and
 
 **WHEREAS** ,
        the ** Company
        and the Executive desire to set forth the terms and conditions ** of
        their
        employment relationship.
 
 **NOW,
        THEREFORE** ,
        in
        consideration of the foregoing and the mutual covenants in this Agreement,
        the
        Company and the Executive agree as follows
 
 
 **1.** **Employment
        as Chief Financial Officer.** The
        Company hereby employs the Executive as its Chief Financial Officer on the
        terms
        and conditions provided in this Agreement and Executive agrees to accept
        such
        employment subject to the terms and conditions of this Agreement. The Executive
        shall be the chief financial and chief accounting officer of the Company
        and
        shall perform the duties and responsibilities that are customary for a chief
        financial officer of a public company, including maintaining the books and
        records of the Company, supervising the collection of revenues and payments
        of
        expenses, preparing reports and statements for management and the stockholders
        of the Company, preparing the Company’s quarterly and annual reports to be filed
        with the United States Securities and Exchange Commission, representing the
        Company to the financial community and structuring and executing financing
        and
        capital-raising activities on behalf of the Company, and such other duties
        and
        responsibilities that are determined from time to time by the Company’s Chief
        Executive Officer and Board of Directors (the “ Board ”).
        The
        Executive reports to and is supervised by the Chief Executive Officer and
        the
        Board.
 
  
  
 
 **2.** **Other
        Directorships and Activities.**  The
        Executive agrees to devote substantially all of his attention and time during
        normal business hours to the business and affairs of the Company and to use
        his
        reasonable best efforts to perform faithfully and efficiently the duties
        and
        responsibilities of his position and to accomplish the goals and objectives
        of
        the Company as may be established from time to time by the Chief Executive
        Officer and the Board. The Executive may engage in the following activities
        (and
        shall be entitled to retain all economic benefits thereof including fees
        paid in
        connection therewith) as long as they do not interfere in any material respect
        with the performance of the Executive's duties and responsibilities hereunder:
        (i) serve on corporate, civic, religious, educational and/or charitable boards
        or committees, provided that the Executive shall not serve on any board or
        committee of any corporation or other business which competes with the Business
        (as defined in Section 11(a) below); (ii) deliver lectures, fulfill speaking
        engagements or teach on a part-time basis at educational institutions; and
        (iii)
        make investments in businesses ** or
        enterprises and manage his personal investments; provided that with respect
        to
        such activities Executive shall comply with any business conduct and ethics
        policy applicable to employees of the Company.
 
 **3.** **Place
        of Performance** .
        In
        connection with the Executive’s employment by the Company and unless the parties
        hereto mutually agree otherwise, the Executive shall be based at the Company’s
        Offices in Orem, Utah, or such other location within the Wasatch Front, except
        for required travel on Company business.
 
 **4.** **Term** .
        The
        term of this Agreement commenced on July 1, 2005 (the “ Commencement
        Date ”),
        and
        shall terminate on December 6, 2006, unless extended or earlier terminated
        in
        accordance with the terms of this Agreement (the “ Termination
        Date ”).
        This
        Agreement shall renew automatically for successive one-year periods unless
        either party notifies the other in writing at least 90 days before the
        Termination Date, or any anniversary of the Termination Date, as the case
        may
        be, that he or it chooses not to extend the Employment Term. The period
        beginning on the Commencement Date and ending on the Termination Date is
        herein
        referred to as the “Employment Term.”
 
 **5.** **Compensation** .
        As
        compensation for performing the services required by this Agreement, and
        during
        the term of this Agreement, the Executive shall be compensated as
        follows:
 
 **(a)** **Base
        Compensation** .  The
        Company shall pay to the Executive an annual salary of $155,000 (the
“ Base
        Compensation ”).
        The
        Base Compensation shall be payable in equal installments pursuant to the
        Company's customary payroll procedures in effect for its executive personnel
        at
        the time of payment, but in no event less frequently than monthly, subject
        to
        withholding for applicable federal, state, and local income and employment
        related taxes.
 
 **(b)** **Cash
        Bonuses** .
        In
        addition to the Base Compensation, the Executive will be eligible to receive
        additional compensation in an amount of up to 30% of the Base Compensation
        (the
“Cash Bonus”) beginning January 1, 2006. The Cash Bonus will be adjusted based
        on whether and to what extent the Company achieves or falls short of certain
        operational and/or financial targets (the “ Targets ”)
        set
        forth in a business plan adopted and approved by the Board and the Executive.
        The Cash Bonus shall be paid to the Executive by March 31 of the year following
        the year in which they were earned and shall be subject to applicable
        withholding for federal, state and local income and employment related taxes.
        Subject to the terms of the Termination provision below, should Executive’s
        employment termination result in a partial year of employment, Executive
        shall
        be entitled to his Cash Bonus on a pro  rata basis.
 
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 **(c)** **Stock
        Options** .
        Subject
        to the approval of the Board and the Company's stockholders, the Company
        shall
        grant Executive stock options covering 60,000 shares of the Company's common
        stock, the vesting and exercisability of which shall be set forth in a separate
        stock option agreement, substantially in the form of Exhibit A hereto (the
        “ Stock
        Option Agreement ”).
 
 **6.** **Employee
        Benefits** .
        During
        the Employment Term the Executive and his eligible dependants shall be entitled
        to such benefits (including but not limited to, the right ** to ** participate
        in any retirement plans (qualified and non-qualified), pension, insurance,
        health, disability or other benefit plan or program that has been or is
        hereafter adopted by the Company (or in which the Company participates),
        as
        shall be determined by the Board from time to time; provided, however, that
        the
        Executive shall always be entitled to such benefits as are generally made
        available to the senior executives of the Company. The Company shall, in
        accordance with standard Company policy and practices in effect from time
        to
        time, reimburse the Executive for all reasonable business expenses incurred
        by
        him in connection with the performance of his duties hereunder.
 
 **7.** **Personal
        Time Off** .
        The
        Executive shall be entitled to the normal and customary amount of paid vacation,
        sick leave, and personal days (vacation, sick leave, personal days collectively
        referred to as “PTO”) provided to senior executive officers of the Company.
        Executive agrees to give reasonable notice of his PTO scheduling requests,
        which
        shall be allowed subject to the Company’s reasonable business needs. Executive’s
        PTO shall be limited to 18 business days per calendar year. (For this purpose,
        2005 shall be counted as a partial year and prorated accordingly). Upon any
        termination of this Agreement for any reason whatsoever, any accrued and
        unused
        vacation shall be dealt with in accordance with Company policy.
 
 **8.** **Indemnification** .
        The
        rights of the Executive to indemnification from the Company for acts or
        omissions in connection with his employment by the Company are set forth
        in the
        Indemnification Agreement, dated July 1, 2005, between the Company and the
        Executive (the “ Indemnification
        Agreement ”).
 
 **9.** **Termination
        and Termination Benefits** .
 
 **(a)** **Termination
        by the Company** .
 
 **(i)** **For
        Cause** .
        Notwithstanding any provision contained herein, the Company may terminate
        this
        Agreement at any time during the Employment Term for “Cause.” For purposes of
        this subsection 9(a)(i), “Cause” shall mean (w) if the Company fails to achieve
        a majority of the Targets by 30% or more in any calendar year; (x) the willful
        failure by the Executive to substantially perform his duties hereunder for
        any
        reason other than total or partial incapacity due to physical or mental illness;
        (y) a conviction (or plea of no contest) of Executive of any crime (other
        than a
        routine traffic violation) that constitutes a felony in the jurisdiction
        in
        which the crime was committed or the conviction (or plea of no contest) of
        Executive of any act that constitutes moral turpitude; or (z) Executive having
        committed any act constituting fraud, theft or conversion of property as
        determined by a court of competent jurisdiction or by the reasonable judgment
        of
        a majority of the Board after a good faith investigation. Termination pursuant
        to this subsection 9(a)(i) shall be effective immediately upon the delivery
        of
        written notice thereof from the Company to the Executive specifying the acts
        or
        omissions constituting the failure and requesting that they be remedied;
        provided, however, that in the case of a termination pursuant to clause (x)
        the
        Executive shall have 15 days from the date of such notice to cure the failure
        specified in such notice and termination shall occur immediately upon the
        expiration of such 15-day cure period if the Executive has not cured such
        failure in the good faith judgment of a majority of the Board. In the event
        of a
        termination pursuant to this subsection 9(a)(i), the Executive shall be entitled
        to payment of his Base Compensation and the benefits pursuant to Section
        6
        hereof up to the effective date of such termination.
  
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 **(ii)** **Disability** .
        If due
        to illness, physical or mental disability, or other incapacity *,* the
        Executive shall fail, for a total of any six consecutive months (“ Disability ”),
        to
        substantially perform the principal duties required by this Agreement as
        determined in good faith by a majority of the Board, the Company may terminate
        this Agreement upon 30 days' written notice to the Executive. In such event,
        the
        Executive shall (A) be paid his Base Compensation and pro rata Cash Bonus
        until
        the Termination Date, and (B) be provided with employee benefits pursuant
        to
        Section 6 (other than transportation and hotel accommodations), to the extent
        available, for the remainder of the Employment Term; provided , however ,
        that
        any compensation to be paid to the Executive pursuant to this subsection
        9(a)(ii) shall be offset against any payments received by the Executive pursuant
        to any policy of disability insurance, the premiums of which are paid for
        by the
        Company under normal Company policies.
 
 **(iii)** **Without
        Cause** .
        The
        Company may terminate the Executive's employment hereunder at any time without
        Cause. If the Company terminates the Executive's employment hereunder without
        Cause, other than due to death or Disability, the Executive shall (i) be
        paid
        the Base Compensation and the target annual Cash Bonus to which he would
        have
        been entitled had the Company not terminated this Agreement and (ii) be provided
        with the employee benefits pursuant to Section 6, to the extent available,
        for a
        period ending on the later of (A) the one-year anniversary of the Termination
        Date or (B) the date on which the Employment Term would have terminated had
        the
        Company not terminated this Agreement without Cause (the “ Benefit
        Period ”);
        provided, however, if the Executive obtains new employment and such employment
        makes the Executive eligible for health and welfare or long-term disability
        benefits which are equal to or greater in scope than the benefits then being
        offered by the Company, then the Company shall no longer be required to provide
        such benefits to the Executive pursuant to Section 6.
 
 **(b)** **Termination
        by the Executive** .
        The
        Executive may terminate this Agreement at any time upon ninety (90) days
        prior
        written notice to the Company. Unless such termination is for Good Reason
        (as
        defined below), in such event the Company's sole obligation to the Executive
        shall be to pay the Executive the Base Compensation and the benefits described
        in Section 9 hereof, up to the date of such termination. In addition, the
        Executive shall be entitled to receive a pro rata portion (computed on a
        per
        diem basis) of the Cash Bonus he would have received had he not terminated
        this
        Agreement. If the Executive terminates this Agreement for Good Reason, such
        termination shall be treated as if the Company had terminated this Agreement
        without Cause and the provisions of Section 9(a)(iii) shall apply.
 
 As
        used
        herein, “ Good
        Reason ”
        means
        and shall be deemed to exist if, without the prior express written consent
        of
        the Executive, (a) the Company breaches this Agreement in any material respect;
        (b) the Company fails to obtain the full assumption of this Agreement by
        a
        successor; (c) the Company employs another senior executive and requests
        that
        the Executive report to such officer; (d) the Company materially reduces
        the
        Executive's responsibilities, as set forth herein; (e) the Company reduces
        the
        Base Compensation without the Executive's prior consent; or (f) the Company
        materially reduces the benefits to which the executive is entitled to pursuant
        to Section 6 of this Agreement as of the  date
        hereof, except if such reduction  applies
        to all senior executives of the Company; provided, however, that with respect
        to
        items (a) - (f) above, within fifteen (15) days of written notice of termination
        by the Executive, the Company has not cured, or commenced to cure, such failure
        or breach.
  
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 **(c)** **Vesting
        of Stock Grants and Stock Options** .
        In the
        event of any termination of this Agreement, Executive's rights with regard
        to
        any stock grants or stock options shall be as set forth in the respective
        agreement containing the terms and conditions pertaining thereto.
        Notwithstanding the foregoing, in the event that the Executive is ** terminated
        for reasons other than for “Cause,” or in the event the Executive terminates
        this Agreement for “Good Reason,” or in the event this Agreement is terminated
        by reason of Executive's death, any stock ** options
        then held by the Executive shall immediately vest in the Executive and shall
        remain exercisable for the period specified in the grant agreement.
 
 **(d)** **Death
        Benefit** .
        Notwithstanding any other provision of this Agreement, this Agreement shall
        terminate on the date of the Executive's death. In such event, any stock
        options
        granted to the Executive that have previously vested or that would have
        vested ** before
        the end of the calendar year in which his death occurs, shall immediately
        vest
        in the executive's estate and shall remain exercisable for the period specified
        in the Stock Option Agreement notwithstanding any provision therein to the
        contrary *,* and
        the
        Base Compensation and Cash Bonus that would have been payable to the Executive
        through the end of the calendar year in which his death occurs shall be payable
        to his estate. Any benefits to which members of the Executive's immediate
        family
        would have been entitled by reason of kinship shall continue to be provided
        to
        them through the end of the calendar year in which his death
        occurs.
 
 **10.** **Company
        Property** .
        All
        advertising, promotional, sales, suppliers, manufacturers and other materials
        or
        articles or information, including without limitation data processing reports,
        customer lists, customer sales analyses, invoices, product lists, price lists
        or
        information, samples, or any other materials or data of any kind furnished
        to
        the Executive by the Company or developed by the Executive on behalf of the
        Company or at the Company's direction or for the Company's use or otherwise
        in
        connection with the Executive's employment hereunder, are and shall remain
        the
        sole and confidential property of the Company. If the Company requests the
        return of such materials at any time during or at or after the termination
        of
        the Executive's employment, the Executive shall immediately deliver the same
        to
        the Company.
 
 **11.** **Covenant
        Not To Compete** .
 
 **(a)** **Covenants
        against Competition** .
        As of
        the date of this Employment Agreement (i) the Company is engaged in the business
        of selling prepaid products and services, providing electronic
        transaction ** processing
        for prepaid products and services, ** and
        selling or licensing an ** integrated
        electronic point of sale activation system or any other related areas into
        which
        the Company may expand (the “ Business ”);
        (ii)
        the Company's Business is conducted currently throughout the United
        States *,* Canada
        and in certain countries in ** Europe
        and Asia and may be expanded to other locations; (iii) ** the
        Executive’s employment with the Company will have given him access to
        confidential information concerning the ** Company;
        and (iv) the ** agreements
        and covenants contained in this Agreement are essential to protect the business
        and goodwill of the Company. Accordingly, the Executive covenants and agrees
        as
        follows:
  
  5
  
 
 **(i)** **Non-Compete** .
        Without
        the prior written consent of the Board, the Executive shall not during the
        Restricted Period (as defined below) within the Restricted Area (as defined
        below) (except in the Executive's capacity as an officer of the Company or
        any
        of its affiliates), (a) engage or participate in the Business; (b) enter
        the
        employ of, or render any services (whether or not for a fee or other
        compensation) to, any person engaged in the Business; or (c) acquire an equity
        interest in any such person; provided, however, that during the Restricted
        Period the Executive may own, directly or indirectly, up to 1%, solely as
        a
        passive investment, of the securities of any company traded on any national
        securities exchange or on the National Association of Securities Dealers
        Automated Quotation System.
 
 As
        used
        herein, “ Restricted
        Period ”
        shall
        mean the period commencing on the Effective Date and ending on the second
        anniversary of the Executive's termination of employment. In the event the
        Company elects not to renew the Agreement, pursuant to Section 4, above,
        the
        Restricted Period shall be shortened to the period commencing on the Effective
        Date and ending on the first anniversary of the Executive’s termination of
        employment.
 
 “ Restricted
        Area ”
        shall
        mean any geographic area in which the Company is conducting its Business
        or is
        actively seeking to conduct its Business
 
 **(ii)** **Confidential
        Information; Personal Relationships** .
        The
        Executive acknowledges that the Company has a legitimate and continuing
        proprietary interest in the protection of its confidential information and
        has
        invested substantial sums and will continue to invest substantial sums to
        develop, maintain and protect its confidential information. The Executive
        agrees
        that, without the prior written consent of the Board, the Executive shall
        keep
        secret, shall retain in strictest confidence, and shall not knowingly use
        for
        the benefit of himself or others all confidential matters relating to the
        Company's business including, without limitation, operational methods, marketing
        or development plans or strategies, business acquisition plans, joint venture
        proposals or plans, and new personnel acquisition plans, learned by the
        Executive heretofore or hereafter (such information shall be referred to
        herein
        collectively as “ Confidential
        Information ”);
        provided, that nothing in this Agreement shall prohibit the Executive from
        disclosing or using any Confidential Information (A) in the performance of
        his
        duties hereunder, (B) as required by applicable law, (C) in connection with
        the
        enforcement of his rights under this Agreement or any other agreement with
        the
        Company, or (D) in connection with the defense or settlement of any claim,
        suit,
        or action brought or threatened against the Executive by or in the right
        of the
        Company. Notwithstanding any provision contained herein to the contrary,
        the
        term Confidential Information shall not be deemed to include any general
        knowledge, skills, or experience acquired by the Executive or any knowledge
        or
        information known or available to the public in general. Moreover, the Executive
        shall be permitted to retain copies of, or have access to, all such Confidential
        Information relating to any disagreement, dispute, or litigation (pending
        or
        threatened) involving the Executive.
 
 **(iii)** **Employees
        of the Company and its Affiliates** .
        During
        the Restricted Period, without the prior written consent of the Board, the
        Executive shall not, directly or indirectly, hire or solicit, or cause others
        to
        hire or solicit, for employment by any person other than the Company or any
        affiliate or successor thereof, any employee of, or person employed within
        the
        two years preceding the Executive's hiring or solicitation of such person
        by,
        the Company and its affiliates or successors or encourage any such employee
        to
        leave his employment. For this purpose, any person whose employment has been
        terminated involuntarily by the Company shall he excluded from those persons
        protected by this Section for the benefit of the Company.
 
  6
  
 
 **(iv)** **Business
        Relationships** .
        During
        the Restricted Period, the Executive shall not, directly or indirectly, request
        or advise a person that has a business relationship with the Company to curtail
        or cancel such person's business relationship with the Company.
 
 **(b)** **Rights
        and Remedies upon Breach** .
        If the
        Executive breaches, threatens to commit a breach of, any of the provisions
        contained in Section 11 of this Agreement (the “ Restrictive
        Covenants ”),
        the
        Company shall have the following rights and remedies, each of which rights
        and
        remedies shall be independent of the others and severally enforceable, and
        each
        of which is in addition to, and not in lieu of, any other rights and remedies
        available to the Company under law or in equity:
 
 **(i)** **Specific
        Performance and Injunctive Relief** .
        The
        right and remedy to have the Restrictive Covenants specifically enforced
        by any
        court of competent jurisdiction, it being agreed that any breach or threatened
        breach of the Restrictive Covenants would cause irreparable injury to the
        Company and that money damages would not provide an adequate remedy to the
        Company. Therefore, Executive agrees that the Company shall be entitled to
        an
        injunction, restraining order or such other equitable relief (without the
        requirement to post bond) as a court of competent jurisdiction may
        deem
        necessary or appropriate to restrain Executive from committing any violation
        of
        the Restrictive Covenants. These injunctive remedies are cumulative and in
        addition to any other rights and remedies the Company may have.
 
 **(ii)** **Accounting** .
        The
        right and remedy to require the Executive to account for and pay over to
        the
        Company all compensation, profits, monies, accruals, increments or other
        benefits derived or received by the Executive as the result of any action
        constituting a breach of Restrictive Covenants.
 
 **(c)** **Severability
        of Covenants** .
        The
        Executive acknowledges and agrees that the Restrictive Covenants are reasonable
        and valid in duration and geographical scope and in all other respects. If
        any
        court determines that any of the Restrictive Covenants, or any part thereof,
        is
        invalid or unenforceable, the remainder of the Restrictive Covenants shall
        not
        thereby be affected and shall be given full effect without regard to the
        invalid
        portions. The provisions set forth in this Section 11 above shall be in addition
        to any other provisions of the business conduct and ethics policy applicable
        to
        employees of the Company and its subsidiaries during the term of Executive's
        employment.
 
 **(d)** **Saving
        Clause** .
        If the
        period of time or the area specified in subsection (a) above should be adjudged
        unreasonable in any proceeding, then the period of time shall be reduced
        by such
        number of months or the area shall be reduced by the elimination of such
        portion
        thereof or both so that such restrictions may be enforced in such area and
        for
        such time *as
        is* adjudged
        to be reasonable.
 
 **12.** **Executive's
        Representation and Warranties** .
        Executive represents and warrants that he has the full right and authority
        to
        enter into ** this
        Agreement and fully perform his obligations ** hereunder,
        that he is not subject to any non-competition agreement other than with the
        Company, and that his past, present and anticipated future ** activities
        have not ** and
        will
        not infringe on the ** proprietary
        rights of others. Executive further represents and warrants that he is not
        obligated under any contract (including, but not limited to, licenses, covenants
        or commitments of any nature) or other agreement or ** subject
        to any judgment, ** decree
        or
        order of any court or administrative agency which would conflict with his
        obligation to use his best efforts to perform his duties hereunder or which
        would conflict with the Company's business and operations as presently
        conducted ** or
        proposed to be conducted. The Executive has provided the Company with an
        accurate and complete list of all boards of directors, boards of
        trustees, ** boards
        of
        advisors and committees thereof of which he is a member as of the date hereof.
        Neither the execution nor delivery of this Agreement, nor the carrying on
        of the
        Company's business as officer and employee by Executive will conflict with
        or
        result in a breach of the terms, conditions or provisions of or constitute
        a
        default under any contract, covenant or instrument to which Executive is
        currently a party.
  
  7
  
 
 **13.** **Miscellaneous** .
 
 **(a)** **Integration;
        Amendment** .
        This
        Agreement, the Stock Option Agreement and the Indemnification Agreement are
        the
        only agreements between the parties hereto with respect to the matters set
        forth
        herein and supersede and render of no force and effect all prior understandings
        and agreements between the parties with respect to the matters set forth
        herein.
        No amendments or additions to this Agreement shall be binding unless in writing
        and signed by both parties.
 
 **(b)** **Severability** .
        If any
        part of this Agreement is contrary to, prohibited by, or deemed invalid under
        applicable law or regulations, such provision shall be inapplicable and deemed
        omitted to the extent so contrary, prohibited, or invalid, but the remainder
        of
        this Agreement shall not be invalid and shall be given full force and effect
        so
        far as possible.
 
 **(c)** **Waivers** .
        The
        failure or delay of any party at any time to require performance by the other
        party of any provision of this Agreement, even if known, shall not affect
        the
        right of such party to require performance of that provision or to exercise
        any
        right, power, or remedy hereunder, and any waiver by any party of any breach
        of
        any provision of this Agreement shall not be construed as a waiver of any
        continuing or succeeding breach of such provision, a waiver of the provision
        itself, or a waiver of any right, power, or remedy under this Agreement.
        No
        notice to or demand on any party in any case shall, of itself, entitle such
        party to other or further notice or demand in similar or other
        circumstances.
 
 **(d)** **Power
        and Authority** .
        The
        Company represents and warrants to the Executive that it has the requisite
        corporate power to enter into this Agreement and perform the terms hereof;
        that
        the execution, delivery and performance of this Agreement by it has been
        duly
        authorized by all appropriate corporate action; and that this Agreement
        represents the valid and legally binding obligation of the Company and is
        enforceable against it in accordance with its terms.
 
 **(e)** **Successors
        and Assigns; Survival** .
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective heirs, executors, personal and legal representatives,
        successors and assigns. In addition to, and not in limitation of, anything
        contained in this Agreement, it is expressly understood and agreed that Sections
        9-13 above, shall survive any termination of this Agreement.
 
 **(f)** **Governing
        Law; Headings** .
        This
        Agreement and its construction, performance, and enforceability shall be
        governed by, and construed in accordance with, the laws of the State of Utah.
        Headings and titles herein are included solely for convenience and shall
        not
        affect, or be used in connection with, the interpretation of this
        Agreement.
  
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 **(g)** **Jurisdiction** .
        Except
        as otherwise provided for herein, each of the parties (a) submits to the
        exclusive jurisdiction of any state court sitting in Utah County, Utah or
        federal court sitting in Utah in any action or proceeding arising out of
        or
        relating to this Agreement, (b) agrees that all claims in respect of the
        action
        or proceeding may be heard and determined in any such court and (c) agrees
        not
        to bring any action or proceeding arising out of or relating to this Agreement
        in any other court. Each of the parties waives any defense of inconvenient
        forum
        to the maintenance of any action or proceeding so brought and waives any
        bond,
        surety or other security that might be required of any other party with respect
        thereto. Any party may make service on another party by sending or delivering
        a
        copy of the process to the party to be served at the address and in the manner
        provided for giving of notices in Section 13(h). Nothing in this Section,
        however, shall affect the right of any party to serve legal process in any
        other
        manner permitted by law.
 
 **(h)** **Notices** .
        All
        notices called for under this Agreement shall be in writing and shall be
        deemed
        given upon receipt if delivered personally or by confirmed facsimile
        transmission and followed promptly by mail, or mailed by registered or certified
        mail (return receipt requested), postage prepaid, to the parties at their
        respective addresses as set forth in the preamble to this Agreement or to
        any
        other address or addressee as any party entitled to receive notice under
        this
        Agreement shall designate, from time to time, to others in the manner provided
        in this ** subsection
        13(h) for the service of notices.
 
 Any
        notice delivered to the party hereto to whom it is addressed shall be deemed
        to
        have been given and received on the day it was received; provided , however ,
        that if
        such day *is* not
        a
        business day then the notice shall be deemed to have been given and received
        on
        the business day next following such day. Any notice sent by facsimile
        transmission shall be deemed to have been given and received on the business
        day
        next following the day of transmission.
  **(i)** **Number
        of Days** .
        In
        computing the number of days for purposes of this Agreement, all days shall
        be
        counted, including Saturdays, Sundays and holidays; provided , however ,
        that if
        the final day of any time period falls on a Saturday, Sunday or holiday on
        which
        federal banks are or may elect to be closed, then the final day shall be
        deemed
        to be the next day which is not a Saturday, Sunday or such holiday.
 
 **(j)** **Construction** .
        The
        Parties have participated jointly in the negotiation and drafting of this
        Agreement. In the event an ambiguity or question of intent or interpretation
        arises, this Agreement shall be construed as if drafted jointly by the Parties
        and no presumption or burden of proof shall arise favoring or disfavoring
        any
        Party by virtue of the authorship of any of the provisions of this Agreement.
        Any reference to any federal, state, local, or foreign statute or law shall
        be
        deemed also to refer to all rules and regulations promulgated thereunder,
        unless
        the context requires otherwise. The word “including” shall mean including
        without limitation.
 
 **IN
        WITNESS WHEREOF** ,
        the
        parties have duly executed this Agreement as of the date first above
        written.
   **Q
                  COMM INTERNATIONAL, INC.**By:
              /s/
                Michael D.
                KeoughName:
                  Michael D. KeoughTitle:
                  CEO/President/s/
                Mark
                Robinson**MARK
                  ROBINSON**
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