Exhibit 10.19

             CONFIDENTIAL INFORMATION OF Q Comm International, Inc.

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion, which has been omitted herein and replaced with an
asterisk  [***],  has been filed  separately  with the  Securities  and Exchange
Commission.]


                                 August 23, 2004

Doug Pfeiffer
POSA TECH, Inc.
2745 East Oakland Park Blvd.
Suite 100
Ft. Lauderdale, FL  33306

     Re: Letter Agreement for Purchase of Merchant Accounts

Dear Doug:

     This letter  describes  the terms of our agreement to acquire the servicing
rights of 347 Q Comm merchant accounts that are serviced by POSA Tech under that
certain Memorandum of Agreement,  dated August 23, 2002 (the "Memorandum").  The
347 merchant accounts (the "Acquired  Accounts") are listed on Exhibit A to this
letter agreement.

     The terms of the  purchase of the  Acquired  Accounts are set forth in that
certain  Term Sheet for  Purchase of POSA Tech Broker  Accounts,  dated July 23,
2004 (the "Term  Sheet"),  which is  attached  as  Exhibit B hereto.  Q Comm has
completed the closing contingencies described in the Term Sheet, and is prepared
to complete the transaction.

     In addition to the items described in the Term Sheet,  the parties agree as
follows:

     1.   The broker  relationship  described in the Memorandum will continue to
be in full  force and  effect,  and POSA  Tech  agrees to  continue  to  develop
merchant  accounts  thereunder  on  behalf of Q Comm,  but will no  longer  have
servicing obligations, or receive any compensation, for the Acquired Accounts.

     2.   As contemplated  in the Memorandum,  the parties will proceed to enter
into a definitive  agreement that will replace and supercede the  Memorandum.  Q
Comm intends to propose a form of Broker and  Servicing  Agreement to you in the
next couple of weeks, and you agree to negotiate in good faith with Q Comm in an
effort to complete and sign the agreement.

     3.   The initial  payment of $200,000  under the Term Sheet will be paid by
wire  transfer upon your  execution and return of this letter  agreement and our
receipt of your desired wiring instructions. The four quarterly earnout payments
will be also be paid by wire  transfer on or about  December  5, 2004,  March 5,
2005,  June 5,  2005 and  September  5,  2005.  These  payments  will  cover the
three-month  periods  immediately  prior to the  month of  payment,  and will be
supported by a written Notice of Earnout Amount sent to you on about the time of
the payment that  calculates  the average  weekly net revenues  during each such
three-month  period,  as well as any  reductions  in the payment due to revenues
from the Acquired Accounts falling below the earnout targets.

     4.   Similarly,  on or about  September  5, 2005,  Q Comm will provide POSA
Tech with a written Notice of Earnout Shares, accompanied by a stock certificate
for the number of shares of Q Comm common stock earned by POSA Tech  pursuant to
the  terms of the Term  Sheet.  This  notice  will  calculate  the basis for any
reduction in the number of share due to failure to achieve the


<PAGE>

             CONFIDENTIAL INFORMATION OF Q Comm International, Inc.

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion, which has been omitted herein and replaced with an
asterisk  [***],  has been filed  separately  with the  Securities  and Exchange
Commission.]


earnout targets, or any increase in the shares due to Q Comm's stock price being
less than $4 per share. The price per share  determination  will be based on the
average  closing  price of Q Comm's  stock  during the last five trading days of
August 2005.

     5.   Q Comm will terminate  payments to POSA Tech for the Acquired Accounts
on the day following wire transfer of the initial payment.

     6.   POSA Tech  shall  notify Q Comm in  writing if it desires to amend the
list of Acquired Accounts in Exhibit A to include additional  merchant accounts,
and Q Comm  agrees to  approve or  disapprove  of any such  requested  additions
within a reasonable  time  thereafter.  Any such accounts  added to the Acquired
Accounts for this purpose fall under the same terms as the Acquired Accounts and
Q Comm will  terminate  payments to POSA Tech for the added  accounts on the day
following the date of transfer.

     7.   POSA Tech agrees to cooperate fully with Q Comm in the transfer of the
servicing of the Acquired Accounts to Q Comm or its designee, and to not solicit
the business of the Acquired Accounts for prepaid wireless,  phone,  credit card
or other  products or  point-of-sale  terminals for a period of three years from
the date of your acceptance  hereof, and that POSA Tech will speak favorably and
not  disparage Q Comm in any of its  communications  and  interactions  with the
Acquired Accounts.

     8.   This letter  agreement  is not  assignable  without the prior  written
consent of the other party.  This letter and the attached  exhibits embodies the
entire  agreement and  understanding  of the parties  hereto and  supersedes all
prior agreements and  understandings,  written or oral,  relating to the subject
matter  hereof,  and may not be  modified  or amended  or any term or  provision
hereof waived or discharged, except in writing, signed by the party against whom
such  modification,  waiver or discharge  is sought to be  enforced.  Failure to
enforce any  provision of this letter shall not  constitute a waiver of any term
hereof. All rights and obligations in connection  herewith shall be interpreted,
construed and enforced in accordance with and governed by the applicable laws of
the State of Utah.

     If the terms set forth above are acceptable, please countersign this letter
agreement below and return a signed copy to the undersigned.

                                Very truly yours,

                                Q COMM INTERNATIONAL, INC.

                                By:
                                   --------------------------------------
                                      Terry Kramer, CEO
Acknowledged and Agreed:

POSA TECH, INC.

By:
   -------------------------------------
Its:
    ------------------------------------
Date:
     -----------------------------------


<PAGE>

             CONFIDENTIAL INFORMATION OF Q Comm International, Inc.

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion, which has been omitted herein and replaced with an
asterisk  [***],  has been filed  separately  with the  Securities  and Exchange
Commission.]

                                    Exhibit A
                                    ---------
                                Acquired Accounts

                                      [***]













<PAGE>

             CONFIDENTIAL INFORMATION OF Q Comm International, Inc.

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion, which has been omitted herein and replaced with an
asterisk  [***],  has been filed  separately  with the  Securities  and Exchange
Commission.]

                                    Exhibit B
                                   -----------
                                   Term Sheet

                           Q Comm International, Inc.
              Term Sheet for Purchase of POSA Tech Broker Accounts
                                  July 23, 2004


POSA Tech will sell their  broker  accounts  currently  serviced  through Q Comm
International,  Inc. (Q Comm). The following  represents the primary elements of
the transaction:

Number of Accounts:         347

Purchase Price:             $300,000  to  be  paid  by  $200,000   cash  payment
                            immediately upon closing;  $50,000 in quarterly cash
                            payments  of  $12,500  each  provided  the  earn-out
                            criteria are met; and $50,000 in Q Comm common stock
                            transferred  one-year  after  closing  based  on the
                            share price at the time of closing.  The shares will
                            be held in escrow until the time of disbursement. If
                            the  price  per  share of stock  falls  below $4 per
                            share at the time the  shares are  released,  Q Comm
                            will  increase the number of shares to equal $50,000
                            in value at $4 per share.

Earn out Criteria:          The  accounts  currently  provide  to POSA  Tech net
                            revenues  of  approximately  [***] per week.  If the
                            average weekly net revenues for the four-week period
                            immediately preceding a quarterly payment fall below
                            [***], which is 90% of the current net revenue,  the
                            earn out for that  quarter is reduced by 25%. If the
                            average weekly net revenues for the four-week period
                            immediately preceding a quarterly payment fall below
                            [***], which is 85% of the current net revenues, the
                            earn out for that  quarter is reduced by 50%. If the
                            average weekly net revenues for the four-week period
                            immediately preceding a quarterly payment fall below
                            [***] which is 80% of the current net revenues,  the
                            earn out for that quarter is  eliminated.  POSA Tech
                            has the right to add new accounts  that they service
                            as  the  broker  to  the   account   base  used  for
                            calculating net revenues in order to ensure that the
                            desired performance is met. If any such accounts are
                            transferred,  POSA  Tech  agrees to  relinquish  any
                            rights to their future cash flows from the accounts.

                            The  annual  earn out for the  value of the stock is
                            similarly  indexed.  If the  annual  average  weekly
                            revenues  fall below 90%,  the value of the stock is
                            reduced  by  25%.  If  the  annual   average  weekly
                            revenues  fall below 85%,  the value of the stock is
                            reduced  by  50%.  If  the  annual   average  weekly
                            revenues   fall  below  80%,  no  stock  payment  is
                            required.


<PAGE>

             CONFIDENTIAL INFORMATION OF Q Comm International, Inc.

[*Confidential  treatment  has been  requested  as to certain  portions  of this
document.  Each such portion, which has been omitted herein and replaced with an
asterisk  [***],  has been filed  separately  with the  Securities  and Exchange
Commission.]

Freedom to Speak:           POSA Tech agrees that whenever a merchant desires to
                            sell the  Freedom to Speak  product,  or any similar
                            product  POSA Tech  develops,  and if that  merchant
                            does not at that time have a point of sale  terminal
                            device  installed,  that Freedom to Speak or similar
                            product  will  only  be sold  by  installation  of a
                            terminal provided by Q Comm.

Items Contingent
to Close:                   This  transaction  is dependent on Q Comm  receiving
                            approval  from  its  Board  of  Directors.   Q  Comm
                            management  cannot  offer  any  assurance  of  Board
                            approval.  Q Comm  has the  right  to  complete  due
                            diligence procedures that it deems necessary and may
                            contact  any of the  accounts  directly  in order to
                            complete  such  due   diligence.   Closing  of  this
                            transaction  is dependent on the  completion  of due
                            diligence   procedures  and  the  results  of  those
                            procedures.