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                                                                     Exhibit 4.3

                    FORM OF 12% SECURED CONVERTIBLE DEBENTURE

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               THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
               NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
               AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE
               SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
               EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
               UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM,
               SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL
               IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT
               REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO
               RULE 144 UNDER SAID ACT.


                          SECURED CONVERTIBLE DEBENTURE

Orem, Utah
__________, 2003                                            $________________


         FOR VALUE RECEIVED, Q COMM INTERNATIONAL, INC., a Utah corporation
(hereinafter called the "Borrower"), hereby promises to pay to the order of
___________________________ or registered assigns (the "Holder") the sum of
__________________ Dollars ($___________), on March 31, 2004 (the "Maturity
Date"), and to pay interest on the unpaid principal balance hereof at the rate
of twelve percent (12%) per annum (the "Initial Interest Rate") from
________________, 2003 (the "Issue Date") until the same becomes due and
payable, whether at maturity or upon acceleration or by prepayment or otherwise.
Any amount of principal or interest on this Debenture which is not paid when due
shall bear interest at the rate of fifteen percent (15%) per annum from the due
date thereof until the same is paid ("Default Interest"). The Initial Interest
Rate shall be reduced to prime upon the Company transferring the Cash Collateral
(as defined in the Cash Collateral Escrow Agreement of even date herewith). For
purposes hereof, "prime" shall mean the "prime rate" as announced by Citibank on
the day the Cash Collateral is transferred. Interest shall commence accruing on
the issue date, shall be computed on the basis of a 365-day year and the actual
number of days elapsed and shall be payable, at the Maturity Date, or at the
time of conversion of the principal to which such interest relates in accordance
with Article I below. All payments due hereunder (to the extent not converted
into common stock, par value $0.001 per share, of the Borrower (the "Common
Stock") in accordance with the terms hereof) shall be made in lawful money of
the United States of America or, at the option of the Holder, in whole or in
part, in shares of Common Stock of the Borrower valued at the then applicable
Conversion Price (as defined herein). All payments shall be made at such address
as the Holder shall hereafter give to the Borrower by written notice made in
accordance with the provisions of this Debenture. Whenever any amount expressed
to be due by the terms of this Debenture is due on any day which is not a
business day, the same shall instead be due on the next succeeding day which is
a business day. As used in this Debenture, the term "business day" shall mean
any day other than a Saturday, Sunday or a day on which commercial banks in the
city of New York, New York are authorized or required by law or executive order
to remain closed. This Debenture shall be secured pursuant to the terms of that
certain Security Agreement by and between the Borrower and the Holder and that
certain Guaranty and Pledge Agreement by and between the Chief Executive Officer
of Borrower and the Holder, both of even date herewith. Each capitalized term
used herein, and not otherwise defined, shall have the meaning ascribed thereto
in that certain Securities Purchase Agreement, dated _____________, 2003,
pursuant to which this Debenture was originally issued (the "Purchase
Agreement").


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                  The following terms shall apply to this Debenture:

                          ARTICLE I. CONVERSION RIGHTS

                  1.1      Conversion Right.

                           (a) Conversion. Subject to Section 1.1(b), the Holder
shall have the right at any time, and from time to time, on or prior to the
earlier of (i) the Maturity Date and (ii) the date of payment of (A) the
Optional Prepayment Amount (as defined in Section 5.1) or (B) any payments
pursuant to Section 1.7, each in respect of the remaining outstanding principal
amount and accrued and unpaid interest thereon of this Debenture, to convert all
or any part of the outstanding and unpaid principal amount of this Debenture
into fully paid and non-assessable shares of Common Stock (the "Conversion
Shares"), as such Common Stock exists on the Issue Date, or any shares of
capital stock or other securities of the Borrower into which such Common Stock
shall hereafter be changed or reclassified at the Conversion Price (as defined
below) determined as provided herein (a "Conversion"); provided, however, that
in no event shall the Holder be entitled to convert any portion of this
Debenture in excess of that portion of this Debenture upon conversion of which
the sum of (1) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of the
Debentures or the unexercised or unconverted portion of any other security of
the Borrower (including, without limitation, the warrants issued by the Borrower
pursuant to the Purchase Agreement) subject to a limitation on conversion or
exercise analogous to the limitations contained herein) and (2) the number of
Conversion Shares issuable upon the conversion of the portion of this Debenture
with respect to which the determination of this proviso is being made, would
result in beneficial ownership by the Holder and its affiliates of more than
4.9% of the outstanding shares of Common Stock. For purposes of the proviso to
the immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulations 13D-G thereunder, except as otherwise provided in
clause (1) of such proviso. The Holder of this Debenture may waive the
limitations set forth herein by written notice of not less than sixty (60) days
to the Company. The number of Conversion Shares to be issued upon each
conversion of this Debenture shall be determined by dividing the Conversion
Amount (as defined below) by the applicable Conversion Price in effect on the
date of the notice of conversion, in the form attached hereto as Exhibit A (the
"Notice of Conversion"), is delivered to the Borrower by the Holder in
accordance with Section 1.4 below. (the "Conversion Date"). The term "Conversion
Amount" means, with respect to any conversion of this Debenture, the sum of (1)
the principal amount of this Debenture to be converted in such conversion plus
(2) accrued and unpaid interest, if any, on such principal amount at the
interest rates provided in this Debenture to the Conversion Date plus (3)
Default Interest, if any, on the amounts referred to in the immediately
preceding clauses (1) and/or (2) plus (4) at the Holder's option, any amounts
owed to the Holder pursuant to this Debenture (including, without limitation
Section 1.6 hereof) or pursuant to Section 2(b) of that certain Registration
Rights Agreement, dated as of February 12, 2003, executed in connection with the
initial issuance of this Debenture and the other Debentures issued on the Issue
Date (the "Registration Rights Agreement").

                           (b) Prepayment in Lieu of Conversion.

                                     (i) Borrower's Prepayment Option.
Notwithstanding anything to the contrary contained in Section 1.1(a), at
Borrower's option at any time commencing nine months following the Issue Date,
upon ninety days prior written notice subject to the effectiveness, at such
time, of a registration statement for the resale of the Conversion Shares (and
the Shares and Warrant Shares as those terms are defined in the Purchase
Agreement), the Borrower shall have the right to prepay the entire principal
amount of the Debenture (the "Prepayment Option"). Unless the Holder shall have
previously converted the entire principal amount of this Debenture, then on the
91st day following such notice, the Borrower shall make payment to the Holder,
or instruct the Cash Collateral Escrow Agent (as defined in the Cash Collateral
Escrow Agreement) to make payment to the Holder, of an amount in cash equal to
the sum of (w) the principal amount of the Debenture outstanding on such day
plus (x) accrued and unpaid interest on such unpaid principal amount plus (y)
Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus
(z) any amounts owed to the Holder pursuant to this Debenture (including,
without limitation Section 1.6 hereof) or pursuant to Section 2(b) of the
Registration Rights Agreement (the "Prepayment Amount"). If the Borrower fails
to make such payment within one (1) business day of such date the Borrower shall
be subject to a penalty of .005 multiplied by the Prepayment Amount for every
additional business day on which such payment is not made.


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                  Notwithstanding the foregoing, upon the Borrower's failure to
complete the Paulson Offering (as defined in the Purchase Agreement) by August
15, 2003 (the "Outside Date"), the Borrower may exercise the Prepayment Option
upon sixty days prior written notice, subject to the effectiveness, at such
time, of a registration statement for the resale of the Conversion Shares (and
the Shares and Warrant Shares as those terms are defined in the Purchase
Agreement).

                                    (ii) Holder's Prepayment Option.
Notwithstanding anything to the contrary, contained in Section 1.1(a), at
Holder's option, Holder shall have the right at any time to be prepaid, in whole
or in part, any amounts due under the terms of the Debenture from the proceeds
of any underwritten public offering of the Borrower's securities resulting in
gross proceeds of $5 million or more. In order to exercise such right, Holder
shall deliver a written notice of prepayment to the Transfer Agent pursuant to
the terms of the Cash Collateral Escrow Agreement. The Transfer Agent shall make
payment to the Holder of an amount in cash equal to the sum indicated in such
notice within three (3) business days following the date on which notice of
prepayment is delivered.

                  1.2      Conversion Price.

                           (a) Calculation of Conversion Price. The Conversion
Price shall be the lesser of: (i) $0.65 per share, or (ii) an amount equal to
the result obtained by dividing the public offering price per unit in the
Paulson Offering by the number of shares of Common Stock included in such unit
(the "Conversion Price"); provided, however, upon the Borrower's failure to
complete the Paulson Offering by the Outside Date, the Conversion Price shall be
reduced to the lesser of 70% of the Conversion Price, or 70% of the Lowest Bid
Price on the last Trading Day, immediately prior to the date of conversion;
provided further, however, that for a period of one hundred and twenty days
following the failure to complete the Paulson Offering in no event shall the
Conversion Price be less than $0.50 ( the "Interim Minimum Conversion Price").
The Conversion Price and the Interim Minimum Conversion Price shall be subject,
in each case, to equitable adjustments for stock splits, reverse stock splits,
stock dividends or rights offerings by the Borrower relating to the Borrower's
securities or the securities of any subsidiary of the Borrower, combinations,
recapitalization, reclassifications, extraordinary distributions and similar
events. "Lowest Bid Price" means, for any security as of any date, the lowest
bid price on the Over-the-Counter Bulletin Board (the "OTCBB") as reported by
Bloomberg Financial Markets or an equivalent, reliable reporting service
mutually acceptable to and hereafter designated by Holders of a majority in
interest of the Debentures and the Borrower ("Bloomberg") or, if the OTCBB is
not the principal trading market for such security, the lowest bid price of such
security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg or, if no lowest bid price
of such security is available in any of the foregoing manners, the average of
the bid prices of any market makers for such security that are listed in the
"pink sheets" by the National Quotation Bureau, Inc. If the Lowest Bid Price
cannot be calculated for such security on such date in the manner provided
above, the Lowest Bid Price shall be the fair market value as mutually
determined by the Borrower and the holders of a majority in interest of the
Debentures being converted for which the calculation of the Lowest Bid Price is
required in order to determine the Conversion Price of such Debentures. "Trading
Day" shall mean any day on which the Common Sock is traded for any period on the
OTCBB, or on the principal securities exchange or other securities market on
which the Common Stock is then being traded.


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                          (b) Conversion Price During Major Announcements.
Notwithstanding anything contained in Section 1.2(a) to the contrary, in the
event the Borrower (i) makes a public announcement that it intends to
consolidate or merge with any other corporation (other than a merger in which
the Borrower is the surviving or continuing corporation and its capital stock is
unchanged) or sell or transfer all or substantially all of the assets of the
Borrower or (ii) any person, group or entity (including the Borrower) publicly
announces a tender offer to purchase 50% or more of the Borrower's Common Stock
(or any other takeover scheme) (the date of the announcement referred to in
clause (i) or (ii) is hereinafter referred to as the "Announcement Date"), then
the Conversion Price shall, effective upon the Announcement Date and continuing
through the Adjusted Conversion Price Termination Date (as defined below), be
equal to the lower of (x) the Conversion Price which would have been applicable
for a Conversion occurring on the Announcement Date and (y) the Conversion Price
that would otherwise be in effect. From and after the Adjusted Conversion Price
Termination Date, the Conversion Price shall be determined as set forth in this
Section 1.2(b). For purposes hereof, "Adjusted Conversion Price Termination
Date" shall mean, with respect to any proposed transaction or tender offer (or
takeover scheme) for which a public announcement as contemplated by this Section
1.2(b) has been made, the date upon which the Borrower (in the case of clause
(i) above) or the person, group or entity (in the case of clause (ii) above)
consummates or publicly announces the termination or abandonment of the proposed
transaction or tender offer (or takeover scheme) which caused this Section
1.2(b) to become operative.

                          (c) Deficiency Upon Conversion. Upon Conversion,
in the event of any deficiency of any amounts due Holder hereunder, Borrower
agrees to pay Holder, at Holder's option any such deficiency in either cash or
additional shares of Common Stock. If the Holder elects to be paid such
deficiency in Common Stock, such Common Stock shall be valued at the Conversion
Price, then in effect.

                  1.3 Authorized Shares. The Borrower covenants that during the
period the conversion right exists, the Borrower will reserve from its
authorized and unissued Common Stock a sufficient number of shares, free from
preemptive rights, to provide for the issuance of Common Stock upon the full
conversion of this Debenture and the other Debentures issued pursuant to the
Purchase Agreement. As of the date of issuance of this Debenture, 9,692,314
authorized and unissued shares of Common Stock have been duly reserved for
issuance upon conversion of this Debenture and the other Debentures issued
pursuant to the Purchase Agreement (the "Reserved Amount"). The Reserved Amount
shall be increased from time to time in accordance with the Borrower's
obligations pursuant to Section 4(h) of the Purchase Agreement. The Borrower
represents that upon issuance, such shares will be duly and validly issued,
fully paid and non-assessable. In addition, if the Borrower shall issue any
securities or make any change to its capital structure which would change the
number of shares of Common Stock into which the Debentures shall be convertible
at the then current Conversion Price, the Borrower shall at the same time make
proper provision so that thereafter there shall be a sufficient number of shares
of Common Stock authorized and reserved, free from preemptive rights, for
conversion of the outstanding Debentures. The Borrower (i) acknowledges that it
has irrevocably instructed its transfer agent to issue certificates for the
Common Stock issuable upon conversion of this Debenture, and (ii) agrees that
its issuance of this Debenture shall constitute full authority to its officers
and agents who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Common Stock in
accordance with the terms and conditions of this Debenture.

                  If, at any time a Holder of this Debenture submits a Notice of
Conversion, and the Borrower does not have sufficient authorized but unissued
shares of Common Stock available to effect such conversion in accordance with
the provisions of this Article I (a "Conversion Default"), subject to Section
4.8, the Borrower shall issue to the Holder all of the shares of Common Stock
which are then available to effect such conversion. The portion of this
Debenture which the Holder included in its Conversion Notice and which exceeds
the amount which is then convertible into available shares of Common Stock (the
"Excess Amount") shall, notwithstanding anything to the contrary contained
herein, not be convertible into Common Stock in accordance with the terms hereof
until (and at the Holder's option at any time after) the date additional shares
of Common Stock are authorized by the Borrower to permit such conversion. The
Borrower shall use its best efforts to authorize a sufficient number of shares
of Common Stock as soon as practicable following the earlier of (i) such time
that the Holder notifies the Borrower or that the Borrower otherwise becomes
aware that there are or likely will be insufficient authorized and unissued
shares to allow full conversion thereof and (ii) a Conversion Default. The
Borrower shall send notice to the Holder of the authorization of additional
shares of Common Stock, and the Authorization Date.


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                  Nothing herein shall limit the Holder's right to pursue actual
damages for the Borrower's failure to maintain a sufficient number of authorized
shares of Common Stock, and each holder shall have the right to pursue all
remedies available at law or in equity (including degree of specific performance
and/or injunctive relief).

                  1.4      Method of Conversion.

                           (a) Mechanics of Conversion. Subject to Section 1.1,
this Debenture may be converted by the Holder in whole or in part at any time
from time to time after the Issue Date, by (A) submitting to the Transfer Agent
a Notice of Conversion (by facsimile or other reasonable means of communication
dispatched on the Conversion Date prior to 5:00 p.m., New York, New York time)
and (B) subject to Section 1.4(b), surrendering this Debenture at the principal
office of the Transfer Agent.

                           (b) Surrender of Debenture Upon Conversion.
Notwithstanding anything to the contrary set forth herein, upon conversion of
this Debenture in accordance with the terms hereof, the Holder shall not be
required to physically surrender this Debenture to the Transfer Agent unless the
entire unpaid principal amount of this Debenture is so converted. The Transfer
Agent shall maintain records showing the principal amount so converted and the
dates of such conversions or shall use such other method, reasonably
satisfactory to the Holder and the Borrower, so as not to require physical
surrender of this Debenture upon each such conversion. In the event of any
dispute or discrepancy, such records of the Transfer Agent shall be controlling
and determinative in the absence of manifest error. Notwithstanding the
foregoing, if any portion of this Debenture is converted as aforesaid, the
Holder may not transfer this Debenture unless the Holder first physically
surrenders this Debenture to the Transfer Agent, whereupon the Transfer Agent
will forthwith issue and deliver upon the order of the Holder a new Debenture of
like tenor, registered as the Holder (upon payment by the Holder of any
applicable transfer taxes) may request, representing in the aggregate the
remaining unpaid principal amount of this Debenture.

         THE HOLDER AND ANY ASSIGNEE, BY ACCEPTANCE OF THIS DEBENTURE,
ACKNOWLEDGE AND AGREE THAT, BY REASON OF THE PROVISIONS OF THIS PARAGRAPH,
FOLLOWING CONVERSION OF A PORTION OF THIS DEBENTURE, THE UNPAID AND UNCONVERTED
PRINCIPAL AMOUNT OF THIS DEBENTURE REPRESENTED BY THIS DEBENTURE MAY BE LESS
THAN THE AMOUNT STATED ON THE FACE HEREOF.

                           (c) Payment of Taxes.The Borrower shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock or other securities or
property on conversion of this Debenture in a name other than that of the Holder
(or in street name), and the Transfer Agent shall not be required to issue or
deliver any such shares or other securities or property unless and until the
person or persons (other than the Holder or the custodian in whose street name
such shares are to be held for the Holder's account) requesting the issuance
thereof shall have paid to the Transfer Agent the amount of any such tax or
shall have established to the satisfaction of the Transfer Agent that such tax
has been paid.

                           (d) Delivery of Common Stock Upon Conversion. Upon
receipt by the Transfer Agent from the Holder of a facsimile transmission (or
other reasonable means of communication) of a Notice of Conversion meeting the
requirements for conversion as provided in this Section 1.4, the Transfer Agent
shall issue and deliver or cause to be issued and delivered to or upon the order
of the Holder certificates for the Common Stock issuable upon such conversion
within two (2) business days after such receipt (and, solely in the case of
conversion of the entire unpaid principal amount hereof, surrender of this
Debenture) in accordance with the terms hereof and the Purchase Agreement
(including, without limitation, in accordance with the requirements of Section
2(g) of the Purchase Agreement that certificates for shares of Common Stock
issued on or after the effective date of the Registration Statement upon
conversion of this Debenture shall not bear any restrictive legend).


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                           (e) Obligation of Transfer Agent to Deliver Common
Stock. Upon receipt by the Transfer Agent of a Notice of Conversion, the Holder
shall be deemed to be the Holder of record of the Common Stock issuable upon
such conversion, the outstanding principal amount and the amount of accrued and
unpaid interest on this Debenture shall be reduced to reflect such conversion,
and, unless the Borrower defaults on its obligations under this Article I, all
rights with respect to the portion of this Debenture being so converted shall
forthwith terminate except the right to receive the Common Stock or other
securities, cash or other assets, as herein provided, on such conversion. If the
Holder shall have given a Notice of Conversion as provided herein, the Transfer
Agent's obligation to issue and deliver the certificates for Common Stock shall
be absolute and unconditional, irrespective of the absence of any action by the
Holder to enforce the same, any waiver or consent with respect to any provision
thereof, the recovery of any judgment against any person or any action to
enforce the same, any failure or delay in the enforcement of any other
obligation of the Borrower to the holder of record, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the
Holder of any obligation to the Borrower, and irrespective of any other
circumstance which might otherwise limit such obligation of the Borrower to the
Holder in connection with such conversion. The Conversion Date with respect to a
Notice of Conversion shall be the date on which the Notice of Conversion is
given so long as the Notice of Conversion is received by the Transfer Agent
before 5:00 p.m., New York, New York time, on such date; or if received after
5:00 p.m. New York, New York time the Conversion Date shall be the following
date.

                  1.5 Concerning the Shares. The shares of Common Stock issuable
upon conversion of this Debenture may not be sold or transferred unless (i) such
shares are sold pursuant to an effective registration statement under the Act or
(ii) the Borrower or its transfer agent shall have been furnished with an
opinion of counsel (which opinion shall be in form, substance and scope
customary for opinions of counsel in comparable transactions) to the effect that
the shares to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration or (iii) such shares are sold or transferred
pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv)
such shares are transferred to an "affiliate" (as defined in Rule 144) of the
Borrower who agrees to sell or otherwise transfer the shares only in accordance
with this Section 1.5 and who is an Accredited Investor (as defined in the
Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and
subject to the removal provisions set forth below), until such time as the
shares of Common Stock issuable upon conversion of this Debenture have been
registered under the Act as contemplated by the Registration Rights Agreement or
otherwise may be sold pursuant to Rule 144 without any restriction as to the
number of securities as of a particular date that can then be immediately sold,
each certificate for shares of Common Stock issuable upon conversion of this
Debenture that has not been so included in an effective registration statement
or that has not been sold pursuant to an effective registration statement or an
exemption that permits removal of the legend, shall bear a legend substantially
in the following form, as appropriate:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES
         MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION
         OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF
         COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED
         UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

                  The legend set forth above shall be removed and the Borrower
shall issue to the Holder a new certificate therefor free of any transfer legend
if (i) the Borrower or its transfer agent shall have received an opinion of
counsel, in form, substance and scope customary for opinions of counsel in
comparable transactions, to the effect that a public sale or transfer of such
Common Stock may be made without registration under the Act, including the
provisions of Rule 144 and the shares are so sold or transferred, or (ii) in the
case of the Common Stock issuable upon conversion of this Debenture, such
security is registered for sale by the Holder under an effective registration
statement filed under the Act or otherwise may be sold pursuant to Rule 144
without any restriction as to the number of securities as of a particular date
that can then be immediately sold. Nothing in this Debenture shall (i) limit the
Borrower's obligation under the Registration Rights Agreement or (ii) affect in
any way the Holder's obligations to comply with applicable prospectus delivery
requirements upon the resale of the securities referred to herein.
<PAGE>

                  1.6      Effect of Certain Events.

                           (a) Effect of Merger, Consolidation, Etc. Except as
otherwise previously publicly disclosed, at the option of the Holder, the sale,
conveyance or disposition of all or substantially all of the assets of the
Borrower, the effectuation by the Borrower of a transaction or series of related
transactions in which more than 50% of the voting power of the Borrower is
disposed of, or the consolidation, merger or other business combination of the
Borrower with or into any other Person (as defined below) or Persons when the
Borrower is not the survivor shall either: (i) be deemed to be an Event of
Default (as defined in Article III) or (ii) be treated pursuant to Section
1.6(b) hereof. "Person" shall mean any individual, corporation, limited
liability company, partnership, association, trust or other entity or
organization.

                           (b) Adjustment Due to Merger, Consolidation, Etc. If,
at any time when this Debenture is issued and outstanding and prior to
conversion of all of the Debentures, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event, as
a result of which shares of Common Stock of the Borrower shall be changed into
the same or a different number of shares of another class or classes of stock or
securities of the Borrower or another entity, or in case of any sale or
conveyance of all or substantially all of the assets of the Borrower other than
in connection with a plan of complete liquidation of the Borrower, then the
Holder of this Debenture shall thereafter have the right to receive upon
conversion of this Debenture, upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock immediately
theretofore issuable upon conversion, such stock, securities or assets which the
Holder would have been entitled to receive in such transaction had this
Debenture been converted in full immediately prior to such transaction (without
regard to any limitations on conversion set forth herein), and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the Holder of this Debenture to the end that the provisions hereof (including,
without limitation, provisions for adjustment of the Conversion Price and of the
number of shares issuable upon conversion of the Debenture) shall thereafter be
applicable, as nearly as may be practicable in relation to any securities or
assets thereafter deliverable upon the conversion hereof. The Borrower shall not
effect any transaction described in this Section 1.6(b) unless (a) it first
gives, to the extent practicable, thirty (30) days prior written notice (but in
any event at least fifteen (15) days prior written notice) of the record date of
the special meeting of stockholders to approve, or if there is no such record
date, the consummation of, such merger, consolidation, exchange of shares,
recapitalization, reorganization or other similar event or sale of assets
(during which time the Holder shall be entitled to convert this Debenture) and
(b) the resulting successor or acquiring entity (if not the Borrower) assumes by
written instrument the obligations of this Section 1.6(b). The above provisions
shall similarly apply to successive consolidations, mergers, sales, transfers or
share exchanges.

                           (c) Adjustment Due to Distribution. If the Borrower
shall declare or make any distribution of its assets (or rights to acquire its
assets) to holders of Common Stock as a dividend, stock repurchase, by way of
return of capital or otherwise (including any dividend or distribution to the
Borrower's shareholders in cash or shares (or rights to acquire shares) of
capital stock of a subsidiary (i.e., a spin-off)) (a "Distribution"), then the
Holder of this Debenture shall be entitled, upon any conversion of this
Debenture after the date of record for determining shareholders entitled to such
Distribution, to receive the amount of such assets which would have been payable
to the Holder with respect to the shares of Common Stock issuable upon such
conversion had such Holder been the holder of such shares of Common Stock on the
record date for the determination of shareholders entitled to such Distribution.


<PAGE>

                           (d) Purchase Rights. If, at any time when any
Debentures are issued and outstanding, the Borrower issues any convertible
securities or rights to purchase stock, warrants, securities or other property
(the "Purchase Rights") pro rata to the record holders of its Common Stock, then
the Holder of this Debenture will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such
Holder could have acquired if such Holder had held the number of shares of
Common Stock acquirable upon complete conversion of this Debenture (without
regard to any limitations on conversion contained herein) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase
Rights or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.

                           (e) Notice of Adjustments. Upon the occurrence of
each adjustment or readjustment of the Conversion Price as a result of the
events described in the second sentence of Section 1.2(a) and/or this Section
1.6, the Borrower, at its expense, shall promptly compute such adjustment or
readjustment and prepare and furnish to the Holder of a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Borrower shall, upon the written
request at any time of the Holder, furnish to such Holder a like certificate
setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at
the time in effect and (iii) the number of shares of Common Stock and the
amount, if any, of other securities or property which at the time would be
received upon conversion of the Debenture.

                  1.7 Trading Market Limitations. Unless permitted by the
applicable rules and regulations of the principal securities market on which the
Common Stock is then listed or traded, in no event shall the Borrower issue upon
conversion of or otherwise pursuant to this Debenture and the other Debentures
issued pursuant to the Purchase Agreement more than the maximum number of shares
of Common Stock that the Borrower can issue pursuant to any rule of the
principal United States securities market on which the Common Stock is then
traded (the "Maximum Share Amount"), subject to equitable adjustment from time
to time for stock splits, reverse stock splits, stock dividends, combinations,
capital reorganizations and similar events relating to the Common Stock
occurring after the date hereof. Once the Maximum Share Amount has been issued
(the date of which is hereinafter referred to as the "Maximum Conversion Date"),
if the Borrower fails to eliminate any prohibitions under applicable law or the
rules or regulations of any stock exchange, interdealer quotation system or
other self-regulatory organization with jurisdiction over the Borrower or any of
its securities on the Borrower's ability to issue shares of Common Stock in
excess of the Maximum Share Amount (a "Trading Market Prepayment Event"), in
lieu of any further right to convert this Debenture, and in full satisfaction of
the Borrower's obligations under this Debenture, the Borrower shall pay to the
Holder, within fifteen (15) business days of the Maximum Conversion Date (the
"Trading Market Prepayment Date"), an amount equal to 135% times the sum of (a)
the then outstanding principal amount of this Debenture immediately following
the Maximum Conversion Date, plus (b) accrued and unpaid interest on the unpaid
principal amount of this Debenture to the Trading Market Prepayment Date, plus
(c) Default Interest, if any, on the amounts referred to in clause (a) and/or
(b) above, plus (d) any optional amounts that may be added thereto at the
Maximum Conversion Date by the Holder in accordance with the terms hereof (the
then outstanding principal amount of this Debenture immediately following the
Maximum Conversion Date, plus the amounts referred to in clauses (b), (c) and
(d) above shall collectively be referred to as the "Remaining Convertible
Amount"). With respect to each Holder of Debentures, the Maximum Share Amount
shall refer to such Holder's pro rata share thereof determined in accordance
with Section 4.8 below. In the event that the sum of (x) the aggregate number of
shares of Common Stock issued upon conversion of this Debenture and the other
Debentures issued pursuant to the Purchase Agreement plus (y) the aggregate
number of shares of Common Stock that remain issuable upon conversion of this
Debenture and the other Debentures issued pursuant to the Purchase Agreement,
represents at least one hundred percent (100%) of the Maximum Share Amount (the
"Triggering Event"), the Borrower will use its best efforts to seek and obtain
Stockholder Approval (or obtain such other relief as will allow conversions
hereunder in excess of the Maximum Share Amount) as soon as practicable
following the Triggering Event and before the Maximum Conversion Date. As used
herein, "Stockholder Approval" means approval by the stockholders of the
Borrower to authorize the issuance of the full number of shares of Common Stock
which would be issuable upon full conversion of the then outstanding Debentures
but for the Maximum Share Amount.


<PAGE>

                  1.8 Status as Stockholder. Upon submission of a Notice of
Conversion by a Holder, (i) the shares covered thereby (other than the shares,
if any, which cannot be issued because their issuance would exceed such Holder's
allocated portion of the Reserved Amount or Maximum Share Amount) shall be
deemed converted into shares of Common Stock and (ii) the Holder's rights as a
Holder of such converted portion of this Debenture shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock
and to any remedies provided herein or otherwise available at law or in equity
to such Holder because of a failure by the Borrower to comply with the terms of
this Debenture. Notwithstanding the foregoing, if a Holder has not received
certificates for all shares of Common Stock prior to the tenth (10th) business
day after the expiration of the Deadline with respect to a conversion of any
portion of this Debenture for any reason, then (unless the Holder otherwise
elects to retain its status as a holder of Common Stock by so notifying the
Borrower) the Holder shall regain the rights of a Holder of this Debenture with
respect to such unconverted portions of this Debenture and the Borrower shall,
as soon as practicable, return such unconverted Debenture to the Holder or, if
the Debenture has not been surrendered, adjust its records to reflect that such
portion of this Debenture has not been converted. In all cases, the Holder shall
retain all of its rights and remedies (including, without limitation, (i) the
right to receive Conversion Default Payments pursuant to Section 1.3 to the
extent required thereby for such Conversion Default and any subsequent
Conversion Default and (ii) the right to have the Conversion Price with respect
to subsequent conversions determined in accordance with Section 1.3) for the
Borrower's failure to convert this Debenture.


                          ARTICLE II. CERTAIN COVENANTS

                  2.1 Distributions on Capital Stock. So long as the Borrower
shall have any obligation under this Debenture, the Borrower shall not without
the Holder's written consent (a) pay, declare or set apart for such payment, any
dividend or other distribution (whether in cash, property or other securities)
on shares of capital stock other than dividends on shares of Common Stock solely
in the form of additional shares of Common Stock or (b) directly or indirectly
or through any subsidiary make any other payment or distribution in respect of
its capital stock except for distributions pursuant to any shareholders' rights
plan which is approved by a majority of the Borrower's disinterested directors.

                  2.2 Restriction on Stock Repurchases. So long as the Borrower
shall have any obligation under this Debenture, the Borrower shall not without
the Holder's written consent redeem, repurchase or otherwise acquire (whether
for cash or in exchange for property or other securities or otherwise) in any
one transaction or series of related transactions any shares of capital stock of
the Borrower or any warrants, rights or options to purchase or acquire any such
shares.

                  2.3 Borrowings. So long as the Borrower shall have any
obligation under this Debenture, the Borrower shall not, without the Holder's
written consent, create, incur, assume or suffer to exist any liability for
borrowed money, except (a) borrowings in existence or committed on the date
hereof and of which the Borrower has informed Holder in writing prior to the
date hereof, (b) indebtedness to trade creditors or financial institutions
incurred in the ordinary course of business or (c) borrowings, the proceeds of
which shall be used to repay this Debenture.

                  2.4 Sale of Assets. So long as the Borrower shall have any
obligation under this Debenture, the Borrower shall not, without the Holder's
written consent, sell, lease or otherwise dispose of any significant portion of
its assets outside the ordinary course of business. Any consent to the
disposition of any assets may be conditioned on a specified use of the proceeds
of disposition.

                  2.5 Advances and Loans. So long as the Borrower shall have any
obligation under this Debenture, the Borrower shall not, without the Holder's
written consent, lend money, give credit or make advances to any person, firm,
joint venture or corporation, including, without limitation, officers,
directors, employees, subsidiaries and affiliates of the Borrower, except loans,
credits or advances (a) in existence or committed on the date hereof and which
the Borrower has informed Holder in writing prior to the date hereof or (b) made
in the ordinary course of business.


<PAGE>

                  2.6 Contingent Liabilities. So long as the Borrower shall have
any obligation under this Debenture, the Borrower shall not, without the
Holder's written consent, assume, guarantee, endorse, contingently agree to
purchase or otherwise become liable upon the obligation of any person, firm,
partnership, joint venture or corporation, except by the endorsement of
negotiable instruments for deposit or collection and except assumptions,
guarantees, endorsements and contingencies (a) in existence or committed on the
date hereof and which the Borrower has informed Holder in writing prior to the
date hereof, and (b) similar transactions in the ordinary course of business.

                         ARTICLE III. EVENTS OF DEFAULT

                  If any of the following events of default (each, an "Event of
Default") shall occur:

                  3.1 Failure to Pay Principal or Interest. The Borrower fails
to pay the principal hereof or interest thereon when due on this Debenture,
whether at maturity, upon a Trading Market Prepayment Event pursuant to Section
1.7, upon acceleration or otherwise.

                  3.2 Conversion and the Shares. The Borrower fails to issue
shares of Common Stock to the Holder (or announces or threatens that it will not
honor its obligation to do so) upon exercise by the Holder of the conversion
rights of the Holder in accordance with the terms of this Debenture (for a
period of at least sixty (60) days, if such failure is solely as a result of the
circumstances governed by Section 1.3 and the Borrower is using its best efforts
to authorize a sufficient number of shares of Common Stock as soon as
practicable), fails to transfer or cause its transfer agent to transfer any
certificate for shares of Common Stock issued to the Holder upon conversion of
or otherwise pursuant to this Debenture as and when required by this Debenture
or the Registration Rights Agreement, or fails to remove any restrictive legend
(or to withdraw any stop transfer instructions in respect thereof) on any
certificate for any shares of Common Stock issued to the Holder upon conversion
of or otherwise pursuant to this Debenture as and when required by this
Debenture or the Registration Rights Agreement (or makes any announcement,
statement or threat that it does not intend to honor the obligations described
in this paragraph) and any such failure shall continue uncured (or any
announcement, statement or threat not to honor its obligations shall not be
rescinded in writing) for ten (10) days after the Borrower shall have been
notified thereof in writing by the Holder.

                  3.3 Failure to Effect Registration. The Borrower fails to: (i)
file with the Securities and Exchange Commission (the "SEC") the Registration
Statement within 10 business days following the SEC declaring effective the
Paulson Registration Statement or July 15, 2003 (provided, however, if Borrower
fails to file the Paulson Registration Statement on or before April 15, 2003,
then the Borrower will file the Registration Statement on or before June 1,
2003), whichever is earlier; (ii) obtain effectiveness with the SEC of the
Registration Statement within 120 days after filing; or (iii) such Registration
Statement lapses in effect (or sales cannot otherwise be made thereunder
effective, whether by reason of the Borrower's failure to amend or supplement
the prospectus included therein in accordance with the Registration Rights
Agreement or otherwise) for more than thirty (30) consecutive days or sixty (60)
days in any twelve month period after the Registration Statement becomes
effective.

                  Notwithstanding the foregoing, in the event the Paulson
Registration Statement is withdrawn prior to the filing of the Registration
Statement, Borrower shall have a period of 90 days from the date of withdrawal
to file the Registration Statement.

                  3.4 Breach of Covenants. The Borrower breaches any material
covenant or other material term or condition contained in Sections 1.3, 1.6 or
1.7 of this Debenture, Sections 4(c), 4(e), 4(h), 4(i), 4(j) or 5 of the
Purchase Agreement or any of the other Transaction Documents, and such breach
continues for a period of ten (10) days after written notice thereof to the
Borrower from the Holder.


<PAGE>

                  3.5 Breach of Representations and Warranties. Any
representation or warranty of the Borrower made herein or in any agreement,
statement or certificate given in writing pursuant hereto or in connection
herewith (including, without limitation, the Purchase Agreement, the
Registration Rights Agreement or any of the other Transaction Docuemnts), shall
be false or misleading in any material respect when made and the breach of which
has (or with the passage of time will have) a material adverse effect on the
rights of the Holder with respect to this Debenture, the Purchase Agreement or
the Registration Rights Agreement or any of the other Transaction Documents;

                  3.6 Receiver or Trustee. The Borrower or any subsidiary of the
Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial
part of its property or business, or such a receiver or trustee shall otherwise
be appointed;

                  3.7 Judgments. Any money judgment, writ or similar process
shall be entered or filed against the Borrower or any subsidiary of the Borrower
or any of its property or other assets for more than $200,000, and shall remain
unvacated, unbonded or unstayed for a period of twenty (20) days unless
otherwise consented to by the Holder, which consent will not be unreasonably
withheld;

                  3.8 Bankruptcy. Bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the relief of debtors shall be instituted by or against the
Borrower or any subsidiary of the Borrower and if instituted against Borrower is
not dismissed within sixty (60) days; or

                  3.9 Delisting of Common Stock. The Borrower shall fail to
maintain the listing of the Common Stock on at least one of the OTCBB, the
Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange,
or the American Stock Exchange.


                            ARTICLE IV. MISCELLANEOUS

                  4.1 Failure or Indulgence Not Waiver. No failure or delay on
the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges. All rights and
remedies existing hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

                  4.2 Notices. Any notice herein required or permitted to be
given shall be in writing and may be personally served or delivered by courier
or sent by United States mail and shall be deemed to have been given upon
receipt if personally served (which shall include telephone line facsimile
transmission) or sent by courier or three (3) days after being deposited in the
United States mail, certified, with postage pre-paid and properly addressed, if
sent by mail. For the purposes hereof, the address of the Holder shall be as
shown on the records of the Borrower; and the address of the Borrower shall be
1145 South 1680 West, Orem, Utah 84058. Both the Holder and the Borrower may
change the address for service by service of written notice to the other as
herein provided.

                  4.3 Amendments. This Debenture and any provision hereof may
only be amended by an instrument in writing signed by the Borrower and the
Holder. The term "Debenture" and all reference thereto, as used throughout this
instrument, shall mean this instrument (and the other Debentures issued pursuant
to the Purchase Agreement) as originally executed, or if later amended or
supplemented, then as so amended or supplemented.

                  4.4 Assignability. This Debenture shall be binding upon the
Borrower and its successors and assigns, and shall inure to be the benefit of
the Holder and its successors and assigns. Each transferee of this Debenture
must be an "accredited investor" (as defined in Rule 501(a) of the 1933 Act).
Notwithstanding anything in this Debenture to the contrary, this Debenture may
be pledged as collateral in connection with a bona fide margin account or other
lending arrangement.


<PAGE>

                  4.5 Cost of Collection. If default is made in the payment of
this Debenture, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys' fees.

                  4.6 Governing Law. THIS DEBENTURE SHALL BE ENFORCED, GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS DEBENTURE, THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE
THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS DEBENTURE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
DISPUTE.

                  4.7 Certain Amounts. Whenever pursuant to this Debenture the
Borrower is required to pay an amount in excess of the outstanding principal
amount (or the portion thereof required to be paid at that time) plus accrued
and unpaid interest plus Default Interest on such interest, the Borrower and the
Holder agree that the actual damages to the Holder from the receipt of cash
payment on this Debenture may be difficult to determine and the amount to be so
paid by the Borrower represents stipulated damages and not a penalty and is
intended to compensate the Holder in part for loss of the opportunity to convert
this Debenture and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Debenture at a price in excess of the price
paid for such shares pursuant to this Debenture. The Borrower and the Holder
hereby agree that such amount of stipulated damages is not plainly
disproportionate to the possible loss to the Holder from the receipt of a cash
payment without the opportunity to convert this Debenture into shares of Common
Stock.

                  4.8 Allocations of Maximum Share Amount and Reserved Amount.
The Maximum Share Amount and Reserved Amount shall be allocated pro rata among
the Holders of Debentures based on the principal amount of such Debentures
issued to each Holder. Each increase to the Maximum Share Amount and Reserved
Amount shall be allocated pro rata among the Holders of Debentures based on the
principal amount of such Debentures held by each Holder at the time of the
increase in the Maximum Share Amount or Reserved Amount. In the event a Holder
shall sell or otherwise transfer any of such Holder's Debentures, each
transferee shall be allocated a pro rata portion of such transferor's Maximum
Share Amount and Reserved Amount. Any portion of the Maximum Share Amount or
Reserved Amount which remains allocated to any person or entity which does not
hold any Debentures shall be allocated to the remaining Holders of Debentures,
pro rata based on the principal amount of such Debentures then held by such
Holders.

                  4.9 Damages Shares. The shares of Common Stock that may be
issuable to the Holder pursuant to this Debenture (including, without limitation
Section 1.6 hereof) and pursuant to Section 2(b) of the Registration Rights
Agreement ("Damages Shares") shall be treated as Common Stock issuable upon
conversion of this Debenture for all purposes hereof and shall be subject to all
of the limitations and afforded all of the rights of the other shares of Common
Stock issuable hereunder, including without limitation, the right to be included
in the Registration Statement filed pursuant to the Registration Rights
Agreement.

<PAGE>

                  4.10 Denominations. At the request of the Holder, upon
surrender of this Debenture, the Borrower shall promptly issue new Debentures in
the aggregate outstanding principal amount hereof, in the form hereof, in such
denominations as the Holder shall request.

                  4.11 Purchase Agreement. By its acceptance of this Debenture,
each Holder agrees to be bound by the applicable terms of the Purchase
Agreement.

                  4.12 Notice of Corporate Events. Except as otherwise provided
below, the Holder of this Debenture shall have no rights as a Holder of Common
Stock unless and only to the extent that it converts this Debenture into Common
Stock. The Borrower shall provide the Holder with prior notification of any
meeting of the Borrower's shareholders (and copies of proxy materials and other
information sent to shareholders). In the event of any taking by the Borrower of
a record of its shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any right to
subscribe for, purchase or otherwise acquire (including by way of merger,
consolidation, reclassification or recapitalization) any share of any class or
any other securities or property, or to receive any other right, or for the
purpose of determining shareholders who are entitled to vote in connection with
any proposed sale, lease or conveyance of all or substantially all of the assets
of the Borrower or any proposed liquidation, dissolution or winding up of the
Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20)
days prior to the record date specified therein (or thirty (30) days prior to
the consummation of the transaction or event, whichever is earlier), of the date
on which any such record is to be taken for the purpose of such dividend,
distribution, right or other event, and a brief statement regarding the amount
and character of such dividend, distribution, right or other event to the extent
known at such time. The Borrower shall make a public announcement of any event
requiring notification to the Holder hereunder substantially simultaneously with
the notification to the Holder in accordance with the terms of this Section
4.12.

                  4.13 Remedies. The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder, by
vitiating the intent and purpose of the transaction contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Debenture will be inadequate and agrees, in the event of
a breach or threatened breach by the Company of the provisions of this
Debenture, that the Holder shall be entitled, in addition to all other available
remedies at law or in equity, and in addition to the penalties assessable
herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Debenture and to enforce specifically the terms and provisions
thereof, without the necessity of showing economic loss and without any bond or
other security being required.

                  4.14 Termination of Certain Provisions. Upon the Buyers
Registration Statement (as defined in the Purchase Agreement) being declared
effective by the SEC and upon the Company transferring the Cash Collateral to
the Cash Collateral Escrow Agent (as those terms are defined in the Cash
Collateral Escrow Account), the provisions of Sections 1.2(b), 1.2(c), 1.6, 1.7,
2.2, 2.3, 2.4, 2.5 and 2.6 shall thereafter be of no further force and effect.



<PAGE>

                         ARTICLE V. OPTIONAL PREPAYMENT

                  5.1. Optional Prepayment. Notwithstanding anything to the
contrary contained in this Article V, so long as (i) no Event of Default or
Trading Market Prepayment Event shall have occurred and be continuing, (ii) the
Registration Statement is then in effect and has been in effect and sales can be
made thereunder for at least twenty (20) days prior to the Optional Prepayment
Date (as defined below) and (iii) the Borrower has a sufficient number of
authorized shares of Common Stock reserved for issuance upon full conversion of
the Debentures, then at any time after the Issue Date, the Borrower shall have
the right, exercisable on not less than ten (10) Trading Days prior written
notice to the Holders of the Debentures (which notice may not be sent to the
Holders of the Debentures until the Borrower is permitted to prepay the
Debentures pursuant to this Section 5.1), to prepay all of the outstanding
Debentures in accordance with this Section 5.1. Any notice of prepayment
hereunder (an "Optional Prepayment") shall be delivered to the Holders of the
Debentures at their registered addresses appearing on the books and records of
the Borrower and shall state (1) that the Borrower is exercising its right to
prepay all of the Debentures issued on the Issue Date and (2) the date of
prepayment (the "Optional Prepayment Notice"). On the date fixed for prepayment
(the "Optional Prepayment Date"), the Borrower shall make payment of the
Optional Prepayment Amount (as defined below) to or upon the order of the
Holders as specified by the Holders in writing to the Borrower at least one (1)
business day prior to the Optional Prepayment Date. If the Borrower exercises
its right to prepay the Debentures, the Borrower shall make payment to the
holders of an amount in cash (the "Optional Prepayment Amount") equal to 135%
multiplied by the sum of (w) the then outstanding principal amount of this
Debenture plus (x) accrued and unpaid interest on the unpaid principal amount of
this Debenture to the Optional Prepayment Date plus (y) Default Interest, if
any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed
to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section
2(c) of the Registration Rights Agreement (the then outstanding principal amount
of this Debenture to the date of payment plus the amounts referred to in clauses
(x), (y) and (z) shall collectively be known as the "Optional Prepayment Sum").
If the Borrower delivers an Optional Prepayment Notice and fails to pay the
Optional Prepayment Amount due to the Holders of the Debentures within two (2)
business days following the Optional Prepayment Date, the Borrower shall forever
forfeit its right to redeem the Debentures pursuant to this Section 5.1.

                  IN WITNESS WHEREOF, Borrower has caused this Debenture to be
signed in its name by its duly authorized officer this ____ day of
______________, 2003.


                                 Q COMM INTERNATIONAL, INC.



                                 By:      ______________________________
                                          Paul Hickey
                                          Chief Executive Officer



<PAGE>




EXHIBIT A

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
                                        in order to Convert the Debentures)

                  The undersigned hereby irrevocably elects to convert
$________principal amount of the Debenture (defined below) into shares of common
stock, par value $0.001 per share ("Common Stock"), of Q Comm International,
Inc., a Utah corporation (the "Corporation") according to the conditions of the
convertible debentures of the Corporation dated as of ____________, 2003 (the
"Debentures"), as of the date written below. If securities are to be issued in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto and is delivering herewith such
certificates. No fee will be charged to the Holder for any conversion, except
for transfer taxes, if any. A copy of each Debenture is attached hereto (or
evidence of loss, theft or destruction thereof).

                  The undersigned hereby requests that the Corporation issue a
certificate or certificates for the number of shares of Common Stock set forth
below (which numbers are based on the Holder's calculation attached hereto) in
the name(s) specified immediately below or, if additional space is necessary, on
an attachment hereto:

         Name:
                 ------------------------------------------------------------
         Address:
                 ------------------------------------------------------------

                  The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable to the undersigned upon
conversion of the Debentures shall be made pursuant to registration of the
securities under the Securities Act of 1933, as amended (the "Act"), or pursuant
to an exemption from registration under the Act.

                  Date of Conversion:_________________________________
                  Applicable Conversion Price:________________________
                  Number of Shares of Common Stock to be Issued:______
                  Pursuant to Conversion of the Debentures:___________
                  Signature:__________________________________________
                  Name:_______________________________________________
                  Address:____________________________________________