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NKO [LOGO]
MEGAHERTZ - NKO, INC.

                   AUTHORIZED DISTRIBUTOR AGREEMENT - PrePaid

      This Agreement is made and entered into in Jacksonville, Florida between
MegaHertz-NKO Inc., a Delaware corporation authorized to do business in the
State of Florida and the distributor, QCOMM INC, a corporation whose address is:
1135 South 1680 WEST, OREM UT 84058 telephone is 801-226-4222, fax 801-222-9555.

                             ARTICLE I - DEFINITIONS

      As used in this Agreement, the capitalized terms appearing in this Article
I shall be defined as set forth below:

      Section 1.1.    "Distributor" means the Distributor is authorized to
                      represent and sell Services on behalf of the Company.

      Section 1.2.    "Agreement" means this contract, and any attachment or
                      exhibit hereto, as the same may be amended from time to
                      time.

      Section 1.3.    "Company" means MegaHertz-NKO, Inc. of Jacksonville,
                      Florida and any parent, subsidiary or affiliate thereof.

      Section 1.4.    "Customer" means any third party which contracts with
                      the Distributor for the purchase, use or lease of any of
                      the Products or Services of the Company.

      Section 1.5.    "Distributor" means QCOMM INC. and any parent, subsidiary
                      or affiliate thereof.

      Section 1.6.    "Effective Date" means that the date that this Agreement
                      shall become effective, which date shall be the date on
                      which the Company signs and dates this Agreement below.

      Section 1.7.    "Products" means the Company's products sold or consigned
                      to the Distributor pursuant to this Agreement, and which
                      are more fully described in Attachment 1 to this
                      Agreement.

      Section 1.8.    "Sales Location" means the location of a sales office
                      operated by the Distributor under the terms of this
                      Agreement.

      Section 1.9.    "Service Activation" means the date upon which the
                      Customer is capable of transmitting data over the
                      Company's network.

      Section 1.10.   "Services" means the Company's services rendered to the
                      Distributor and/or the Customer by the Company, and which
                      are more fully described in Attachment 1 to this
                      Agreement.

      Section 1.11.   "Territory" means the channels of distribution and
                      specific customers pursued described in Attachment 2.


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                      to the Company, with a combined single limit of not less
                      than $1,000,000 for bodily injury or death and for
                      property damage. The Distributor also shall procure and
                      maintain, in full force and effect, worker s compensation
                      insurance, within the limits required by applicable
                      Federal and state statutes. Such policies shall provide
                      that they shall not be canceled or altered without at
                      least thirty (30) days prior written notice to the
                      Company. Within ten (10) days after submitting this
                      Agreement, the Distributor shall furnish the Company with
                      a certificate or certificates of such policies, together
                      with satisfactory evidence that the premiums therefor have
                      been paid. Maintenance of such insurance and the
                      performance by the Distributor of its obligations under
                      this paragraph shall not relieve Distributor of liability
                      under the indemnity provisions set forth above.

               ARTICLE III - TERM AND TERMINATION OF THE AGREEMENT

      Section 3.1.    Term. This Agreement shall commence as of the Effective
                      Date, and shall remain in effect for an initial period of
                      one year. The Agreement automatically shall renew on each
                      anniversary of the Effective Date unless either party
                      gives sixty (60) days prior, written notice to the other
                      of its intention to terminate the Agreement at the end of
                      the term.

      Section 3.2.    Termination for Cause. Notwithstanding Section 3.1, the
                      Company may immediately terminate this Agreement for
                      "cause" upon written notice to the Distributor. For
                      purposes of this Section, "cause" shall be determined by
                      the Company and shall include, without limitation, a
                      breach of this Agreement or any action on the part of the
                      Distributor or its employees or Distributors that might
                      discredit the good name and goodwill of the Company.
                      Unless otherwise expressly agreed to in writing by the
                      Company, any such termination automatically shall operate,
                      as of the effective date thereof, as a cancellation of any
                      further deliveries of Products to the Distributor, and as
                      a cancellation of all purchase orders of the Distributor
                      for Products, whether or not any such orders previously
                      have been accepted by the Company. The termination of this
                      Agreement shall not release either party form any
                      obligation which, pursuant to these terms, is to survive
                      or be performed thereafter except in regards to the
                      existing hone card pins which will remain active; and all
                      commissions due will continue to be paid to QComm as
                      agreed. Neither party shall, by reason of the termination
                      of this Agreement, or the associated cancellation of any
                      undelivered orders, in accordance with these terms, be
                      liable to the other for compensation, reimbursement or for
                      any damages on account of the loss of profits or
                      prospective profits on anticipated sales, or on
                      commitments in connection with the business or goodwill of
                      either party or otherwise, or for direct, special,
                      incidental, indirect or consequential damages, nor shall
                      either party have the right to any equitable remedies by
                      reason of such termination. However, the Distributor shall
                      remain obligated to the Company after any such termination
                      for any unpaid invoices for Products ordered and
                      delivered.

      Section 3.3.    Company's Repurchase Right. The Company shall have the
                      option (but not the obligation), in its sole and absolute
                      discretion, exercisable upon written notice to the
                      Distributor mailed within fourteen (14) days following the
                      mailing of a notice of termination of this Agreement to
                      repurchase from the Distributor, or from the Distributor's
                      legal representatives (in the event of the insolvency or
                      other such situations), all or any part of the
                      Distributor's inventory of Products existing on the
                      effective date of such termination for cause, at a price
                      equal to the Distributor's net purchase price therefor
                      from the Company, or the Company's price for Products to
                      its authorized Distributors of the Products at the time of
                      such repurchase, whichever price is lower. If the Company
                      elects, in its sole and absolute discretion, to purchase
                      Products which are not then on the Company's current price
                      sheet or which are damaged or not in their original
                      containers, the parties hereto agree to negotiate the
                      price thereof in good faith. In the event the


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                      Company exercises its option to repurchase all or any part
                      of the Distributor's inventory of the Products, the
                      Distributor hereby agrees to sell to the Company that
                      portion of its inventory of Products as the Company elects
                      to purchase, as of the effective date of termination of
                      this Agreement, and to immediately deliver the same to the
                      Company at the Distributor's sole cost and expense, at
                      such time(s) and to such place(s) as the Company shall
                      have the right to designate, free and clear of any liens
                      or encumbrances thereon. The Company shall have the right
                      to offset against any monies payable to the Distributor
                      under this paragraph any monies that are due and owing
                      from the Distributor to the Company as of the date any
                      such payment is due.


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              ARTICLE IV - OBLIGATION AND RIGHTS OF THE DISTRIBUTOR

      Section 4.1.    Right to Purchase. As an authorized Distributor of the
                      Products, the Distributor shall have the non-assignable
                      and non-transferable right to purchase the Products from
                      the Company upon such terms and conditions, and at such
                      prices, as may be established or modified by the Company
                      from time to time. The pricing and terms of purchase are
                      contained as Attachment 3 to this Agreement.

      Section 4.2.    Maintenance of Inventory. The Distributor agrees, while an
                      authorized Distributor for the Products, to purchase from
                      the Company, and to maintain in inventory at all times, a
                      quantity of Products sufficient for and consistent with
                      the needs of the Distributor's Customers

      Section 4.3.    Promotion of Products. The Distributor agrees to promote,
                      display and demonstrate the Products in a manner which is
                      attractive and consistent with the Product's reputation
                      for high quality, and which is at least equivalent to the
                      Distributor's promotion, display and demonstration of
                      other products sold by the Distributor;

      Section 4.4.    Purchase Orders. The Company agrees that the
                      Distributor may submit orders on the Distributor's
                      purchase order form, if any, provided however that the
                      terms and conditions provided in this Agreement shall
                      solely govern the sale, delivery and warranty of the
                      Products, and that any printed terms of the Distributor's
                      purchase order, and any other terms in the Distributor's
                      purchase order which vary from, or are inconsistent with,
                      contrary to, or in addition to, these terms and conditions
                      shall be null and void. Any purchase order submitted to
                      the Company by the Distributor shall be subject to the
                      Company's confirmation, and upon confirmation by the
                      Company, shall be firm and non-cancelable, and shall not
                      be subject to rescheduling by Distributor except upon the
                      written consent of the Company.

      Section 4.5.    Shipment Dates. Delivery dates set forth in any
                      confirmation of purchase order shall be deemed to be
                      estimated delivery dates only, and the Company shall not
                      be liable to the Distributor or the Customers for any
                      losses or damages whatsoever, including, without
                      limitation, direct, indirect, special, consequential or
                      incidental damages, that may arise out of the failure by
                      the Company to deliver, or the prevention of, or delay in,
                      the delivery of any Product shipment or any part thereof,
                      due to any cause or reason whatsoever.

                      The Company shall make reasonable efforts to timely fill
                      and ship the Distributor's orders for Products. However,
                      the Company shall not be liable in any respect for any
                      failure or delay in any delivery due in whole or in part
                      to such matters as shortage or curtailment of material,
                      labor, transportation or utility services, or failure or
                      delay by the Company's suppliers in making deliveries to
                      it, whether due to labor or production difficulty or other
                      causes or due to any other cause beyond the Company's
                      reasonable control or without the Company's fault or
                      negligence.

      Section 4.6.    Shipping Risk of Loss. The risk of loss on all shipments
                      of Products to the Distributor shall pass to the
                      Distributor at the Company's shipping point. The
                      Distributor shall be solely responsible to insure the risk
                      of loss or damage to such Products at the Distributor's
                      own expense and shall be solely responsible to pursue any
                      claim against the carriers for negligent delivery of the
                      Products.

      Section 4.7.    Payment for Products. The Distributor shall pay each
                      Company invoice for Products according to its terms,
                      without any set-off or claim, except in the


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                      amounts of any written credit memorandum issued by the
                      Company to the Distributor prior to the due date of the
                      outstanding invoice. Payment terms will be set forth on
                      the Company's invoices and may be changed from time to
                      time without the approval of, or prior notice to, the
                      Distributor. Each shipment of the Products to the
                      Distributor shall constitute a separate sale, obligating
                      the Distributor to pay therefor, whether any such shipment
                      be in complete or partial fulfillment of any purchase
                      order of the Distributor.

      Section 4.8.    Price Changes. If the Company shall have the right, in the
                      Company's sole and absolute discretion, during the term of
                      this Agreement, announce any change, to include increase,
                      decrease or modification, in the Distributor price for any
                      Product except existing phone card pins which will remain
                      at the activated price and rate plan as agreed herein.

      Section 4.9.    Quantity Limitations. In the event that product demand
                      exceeds product availability, the Company shall have the
                      right to limit the quantity of Products to be sold to the
                      Distributor hereunder in such manner as the Company
                      believes to be appropriate, in the Company's sole and
                      absolute discretion.

                             ARTICLE V - WARRANTIES

      Section 5.1.    Return of Defective Products. If any Products furnished
                      the Distributor are defective at the time of delivery, the
                      Distributor's sole remedy shall be to return the defective
                      Products to the Company only if a MegaHertz-NKO, Inc.
                      Return Authorization Form is approved. The foregoing
                      constitutes the Distributor's and Customers sole remedy
                      with respect to initially defective Products. The
                      Distributor shall have no right to reject all, or any part
                      of, a shipment of Products furnished hereunder because any
                      or all such Products may be initially defective. The
                      Distributor shall accept all Products, even if initially
                      defective, and be compensated solely through the Company's
                      issuance of a written credit memorandum.

      Section 5.2.    Printed Warranties. The Company shall deliver to the
                      Distributor with the Products such printed warranties or
                      guarantees with respect to the Products as shall be
                      afforded by the Company to the Customers of the Products.
                      The Distributor shall not provide or advertise any
                      warranties or guarantees with respect to the Products
                      which purport to obligate the Company other than as
                      provided in the aforesaid printed warranties and
                      guarantees furnished by the Company for the Products. The
                      Distributor shall ensure that the foregoing printed
                      warranties or guarantees are delivered to the Customers of
                      the Products at the time of purchase by the Customer.

      Section 5.3.    Disclaimer of Warranties. THE WARRANTIES SET FORTH IN THIS
                      ARTICLE V ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
                      WARRANTIES, OTHER THAN WARRANTY OF TITLE, WHETHER ORAL OR
                      WRITTEN, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
                      MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE,
                      ALL OF WHICH ARE HEREBY WAIVED BY THE DISTRIBUTOR. The
                      employees and Distributors of the Company are not
                      authorized to make modifications to such warranties, or
                      provide additional warranties binding on the Company
                      unless such modifications or additions are in writing, and
                      signed by an officer of the Company. Any such unauthorized
                      statements, whether oral or written, do not constitute
                      warranties and should not be relied upon by the
                      Distributor or its Customers. The Company's liability
                      under its warranties shall be limited solely to the cost
                      of any necessary repairs or replacement of the Products,
                      or refund of the Distributor's purchase price for the
                      Products, and the Company assumes no risk of, and shall
                      not in any case be liable for, any other damages,
                      including, without limitation, any special, incidental,
                      consequential or


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                      punitive damages, arising from breach of warranty or
                      contract, negligence or any other legal theory, including,
                      without limitation, loss of goodwill, profits or revenue,
                      loss of use of the Products or any associated equipment,
                      cost of capital, cost of any substitute equipment,
                      facilities or services, downtime costs, or claims of any
                      party dealing with the Distributor for such damages.

                      ARTICLE VI - SALE OF COMPANY SERVICES

      Section 6.1.    Appointment as Service Distributor. In accordance with
                      this Agreement, the Distributor shall be an authorized
                      Distributor of the Services offered by the Company
                      contained in Attachment 1, and shall have a non-assignable
                      and non-transferable right to sell the Services to
                      Customers upon such terms and conditions, and at such
                      prices, as may be established or modified by the Company
                      from time to time..

      Section 6.4.    Approval of Customers. The Company shall have the sole and
                      exclusive right to determine suitability of Customers to
                      use the Services.

                       ARTICLE VII - INTELLECTUAL PROPERTY

      Section 7.1.    Trademarks. The Distributor acknowledges that the Company
                      has retained the full and exclusive rights to, and
                      ownership in, the trademarks, "MegaHertz-NKO", "FaxJack",
                      and "FaxJet Service", and any and all other trademarks and
                      tradenames applicable to the Company and its Products
                      ("Trademarks and Tradenames"). Such rights and ownership
                      interests of the Company shall at no time be contested by
                      the Distributor. The Distributor hereby is granted a
                      non-exclusive right to use the Trademarks and Tradenames
                      in connection with the conduct of its business under this
                      Agreement, but only in such connection, and it is agreed
                      by the Distributor that such right shall terminate when
                      this Agreement shall terminate, however such termination
                      might be occasioned. None of the Trademarks or Tradenames
                      (and service marks), nor any coined words or combination
                      of words, including the Trademarks or Tradenames, or any
                      substantial part of any of the same, shall be used in the
                      corporate, business or tradename of the Distributor
                      without the prior written approval of the Company. Any
                      particular use thereof shall be discontinued upon notice
                      to the Distributor. The Distributor shall promptly report
                      to the Company any use of the Trademarks and Tradenames
                      and any and all other trademarks and tradenames applicable
                      to the Company and its Products, by any person, firm or
                      corporation, in connection with the distribution of the
                      Products, Services or otherwise, which comes to the
                      attention of the Distributor and which the Distributor
                      believes is unauthorized. The Distributor will comply with
                      all requests for cooperation in connection with the
                      investigation of or legal action to prevent unauthorized
                      uses.

      Section 7.2.    Removal, Alteration or Placement of Marks. The Distributor
                      agrees that it shall not remove or alter any Mark or any
                      other trademark, tradename, service mark, logotype or
                      other proprietary mark belonging to the Company
                      (collectively, the "Marks"), which are affixed to the
                      Products or the packaging therefor. Unless consented to in
                      writing, in advance by the Company, the Distributor shall
                      not affix any additional trademarks or trade designations
                      to any Products or the packaging therefor which bear any
                      Mark. The Distributor agrees to submit to the Company for
                      the Company's prior written approval, any advertising or
                      other printed material employing any Mark, prior to any
                      use thereof by the Distributor.


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      Section 7.3.    Cost of Printing Marks. The Distributor is authorized, but
                      not required, to refer to and advertise itself as an
                      authorized Distributor of the Products in the Territory.
                      Any use of the name "MegaHertz-NKO" by the Distributor in
                      connection with its promotion or sale of the Products or
                      advertising of the same shall be at the Distributor's sole
                      cost and expense.

      Section 7.4.    Use of Marks After Termination. Upon termination of its
                      appointment hereunder for any reason, the Distributor
                      shall immediately refrain thereafter from any and all use
                      of the trademarks, tradenames and service mark of the
                      Company, and shall refrain from the use of any marks
                      confusingly similar thereto in connection with any
                      products whatsoever, and shall immediately refrain from
                      referring to itself as a Distributor of the Products or
                      Services. The Distributor shall remove from public view
                      any signs, banners, wall charts, certificates, plaques or
                      ornamentations stating or suggesting that the Distributor
                      is authorized by the Company to sell, promote or install
                      the Products or Services.

                          ARTICLE VIII - MISCELLANEOUS

      Section 8.1.    Compliance with Laws. The Distributor agrees that it shall
                      not participate in the transfer, by any means, of any
                      commodity or technical data acquired from the Company (i)
                      in violation of the Export Administration Act ("Act") or
                      any regulation, order or license issued under the Act, or
                      (ii) with the knowledge or with reason to know that a
                      violation of the Act, a regulation, an order or a license
                      has occurred, is about to occur, or is intended to occur
                      with respect to any such commodity or technical data.

      Section 8.2.    Confidential Information. The Distributor agrees to keep
                      confidential and proprietary information received by the
                      Distributor in connection with its sale of the Products
                      and/or Services, including the Company's marketing
                      strategies and techniques, pricing and discount
                      structures, and technical data regarding the Products and
                      Services.

      Section 8.3.    Assignment Prohibited. This Agreement may not be assigned,
                      by operation of law or otherwise, by the Distributor
                      without the Company's prior written consent. The Company
                      has relied on the personal qualifications and attributes
                      of the owners and officers of the Distributor as they
                      existed at the time of this Agreement, to properly
                      represent the Distributor in the sale of the Products
                      and/or Services. The Distributor shall immediately notify
                      the Company in writing of any material change in the
                      ownership structure or officer representation of the
                      Company.

      Section 8.4.    Complete Agreement. This Agreement contains all of the
                      terms and conditions with respect to the appointment of
                      the Distributor as an authorized Distributor for the
                      Products and/or Services and there are no representations,
                      warranties, covenants, agreements or collateral
                      understandings, oral or otherwise, express or implied,
                      affecting this Agreement not expressly set forth herein.

      Section 8.5.    Written Modifications. None of the terms, conditions or
                      provisions hereof may be, nor shall they be held, deemed
                      or construed to have been, changed, waived, varied,
                      modified or altered by any act or with the knowledge of
                      either party, their respective Distributors, servants or
                      employees, and the terms of the Agreement may not be
                      changed, waived, varied, modified or altered except in
                      writing signed by an officer or principal of both parties.


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      Section 8.6.    Effect of Delays. No delay on the part of either party in
                      exercising any of their respective rights hereunder or the
                      failure to exercise the same, shall operate as a waiver of
                      such rights except in the specific instance.

      Section 8.7.    Governing Law. The entire transaction contemplated
                      hereunder shall be governed by the laws of the State of
                      Florida without regard to its conflict-of-laws rules. Any
                      dispute arising under this Agreement shall be resolved
                      exclusively in the state courts located in Duval County,
                      Florida or the federal courts located in Jacksonville,
                      Florida.

      Section 8.8.    Arbitration. Any controversy or claims arising out of or
                      related to the Agreement, or the breach thereof, shall be
                      settled by arbitration in accordance with the Commercial
                      Arbitration Rules of the American Arbitration Association,
                      but in any such arbitration (i) the decision of the
                      arbitrators shall be determined under the laws of the
                      State of Florida, (ii) the Florida Rules of Civil
                      Procedure with regard to discovery and the Florida
                      Evidence Code shall be followed, and (iii) the arbitrators
                      shall prepare a written decision setting forth their
                      findings of fact and rulings of law. Judgment upon the
                      award rendered by the arbitrator or arbitrators may be
                      entered in any court having jurisdiction thereof.

      Section 8.9.    Fees and Costs. If any legal action or other proceeding is
                      brought for the enforcement of this Agreement, or because
                      of an alleged dispute, breach, default or
                      misrepresentation in connection with any provisions of
                      this Agreement, the successful or prevailing party shall
                      be entitled to recover reasonable attorneys' and
                      paralegals' fees, court costs and all expenses even if not
                      taxable as court costs (including, without limitation, all
                      such fees, costs and expenses incident to appeals),
                      incurred in that action or proceeding, in addition to any
                      other relief to which such party may be entitled.

      Section 8.10.   Notices. Any notices, consents or written communications
                      between the parties shall be hand delivered or mailed
                      first class, postage prepaid, to the following address:

                      To Company:       MegaHertz-NKO, Inc.
                                        8160 Baymeadows Way West, Suite 220
                                        Jacksonville, Florida 32256
                                        p - 904-730-0050
                                        f - 904-730-0051

                      To Distributor:   QCOMM INC.
                                        -----------------------------------
                                        1135 South 1680 West
                                        -----------------------------------
                                        Orem, UT 84058
                                        -----------------------------------
                                        P: 801-226-4222
                                        -----------------------------------
                                        F: 801-222-9555
                                        -----------------------------------

                                        -----------------------------------

      Either party may modify their address for purposes of this Section by
      mailing a notice to the other party in accordance with this Section.

                                              COMPANY: MegaHertz-NKO, Inc.

Dated: August 5, 1999


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      "Effective Date"                    By:
      ---------------------------------

                                     Its:
                                         ---------------------------------------

                                     DISTRIBUTOR:

Dated: August 5, 1999

                                     By: /s/ Stephen C. [ILLEGIBLE]
                                        ----------------------------------------
                                     Its: President
                                         ---------------------------------------


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                       ATTACHMENT 1 - Prepaid Phone Cards

PRODUCTS/SERVICES:

Prepaid Phone Cards

The sale and distribution of the MegaHertz-NKO Prepaid Phone Cards

REQUIRED:

Federal Employer Identification Number (FEIN): 840584930
                                               ---------------------------------

Certificate of Resale: A Copy of your Certificate of Resale must accompany this
contract.


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                            ATTACHMENT 2 - TERRITORY

List channels of distribution and specific Customer(s) pursued:

      Direct Sales Force

            =     All High Transaction/High Volume Retailers

      Distributor/Resellers

            =     2500 + Nationwide/Retailer, Personal, Activity


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                   ATTACHMENT 3 - Terms & Conditions & Pricing

Outline terms and conditions here.

Use MegaHertz-NKO, Inc. generic prepaid phone cards Payment - upon activation

See attached pricing program

      Zero Balance/Debit Card

            =     no charge for pins

            =     NKO pays QCOMM the agreed upon rate commission

            =     Commission to be paid QCOMM by the 10th of the month following
                  activations/recharges.

            =     40% commission

            =     7.9 rate; 6 sec increment; 49(cents) connect with Int'l rates
                  as per sent/attached.

            =     Monthly reporting as agreed to by QCOMM Inc & NKO.


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