Exhibit 10.10


    
      

      

    

    

      Exhibit
        10.10

      


      EMPLOYMENT
        AGREEMENT

      


      


      


      THIS
        EMPLOYMENT AGREEMENT (the "Agreement") is made as of November 30, 2004 (the
        "Effective Date"), by and between Q COMM INTERNATIONAL, INC., a Utah corporation
        (the "Company"), having its principal place of business at 510 East Technology
        Ave. Building C, Orem, Utah 84097, and MICHAEL D. KEOUGH, residing at 2512
        Haven
        Lane, Salt Lake City, UT 84117 (the "Executive"). 

      


      W
        I T N E
        S S E T H:

      


      


      WHEREAS,
        the Company, recognizing the unique skills and abilities of the Executive,
        wishes to hire the Executive on a permanent and full-time basis;
        and

      WHEREAS,
        the Executive desires to be employed by the Company; and

      


      WHEREAS,
        the Company and the Executive desire to set forth the terms and conditions
        of
        their employment relationship. 

      


      NOW,
        THEREFORE, in consideration of the foregoing and the mutual covenants in
        this
        Agreement, the Company and the Executive agree as follows:

      


      1. 
Employment
        as Chief Executive Officer/President - Elect. The Company hereby employs
        the
        Executive as its Chief Executive Officer/President - Elect for a period of
        17
        days, commencing on November 30, 2004 and terminating on December 16, 2004
        on
        the terms and conditions provided in this Agreement and Executive agrees
        to
        accept such employment subject to the terms and conditions of this Agreement.
        During this period, the Executive shall work directly with the current CEO,
        Terry Kramer, in the transitioning of the duties and responsibilities of
        the
        CEO/President from Kramer to the Executive. 

      


      2. 
Employment
        as Chief Executive Officer/President. Effective as of December 17, 2004,
        the
        Company shall employ the Executive as its Chief Executive Officer/President
        on
        the terms and conditions provided in this Agreement and Executive agrees
        to
        accept such employment subject to the terms and conditions of this Agreement.
        The Executive shall be responsible for the overall management and operations
        of
        the Company and shall perform the duties and responsibilities as are customary
        for the officer of a corporation in such positions and perform such other
        duties
        and responsibilities as are reasonably determined from time to time by the
        Company's Board of Directors (the "Board"). The Executive shall report to
        and be
        supervised by the Board. 

      


      3.    
Other
        Directorships and Activities. The Executive may engage in the following
        activities (and shall be entitled to retain all economic benefits thereof
        including fees paid in connection therewith) as long as they do not interfere
        in
        any material respect with the performance of the Executive's duties and
        responsibilities hereunder: (i) serve on corporate, civic, religious,
        educational and/or charitable boards or committees, provided that the Executive
        shall not serve on any board or committee of any corporation or other business
        which competes with the Business (as defined in Section 12(a) below); (ii)
        deliver lectures, fulfill speaking engagements or teach on a part-time basis
        at
        educational institutions; and (iii) make investments in businesses or
        enterprises and manage his personal investments; provided that with respect
        to
        such activities Executive shall comply with any business conduct and ethics
        policy applicable to employees of the Company. During the Employment Term
        the
        Executive may not join the board of directors of any company or any committee
        appointed by the board of directors of any company without the prior consent
        of
        a majority of the Board, which consent may not be unreasonably withheld.
        The
        Executive has provided the Company with a list of entities on whose boards
        he
        serves and the Company agrees that he may continue to serve on these boards.
        

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      4. 
Place
        of
        Performance. In connection with the Executive's employment by the Company
        and
        unless the parties hereto mutually agree otherwise, the Executive shall be
        based
        at the Company's Offices in Orem, Utah, or such other location within the
        Wasatch Front, except for required travel on Company business. 

      


      5. 
Term.
        The
        term of this Agreement shall commence on November 30, 2004 (the "Commencement
        Date"), and shall terminate on December 31, 2006, unless extended or earlier
        terminated in accordance with the terms of this Agreement (the "Termination
        Date"). This Agreement shall renew automatically for successive one-year
        periods
        unless either party notifies the other in writing at least 90 days before
        the
        Termination Date, or any anniversary of the Termination Date, as the case
        may
        be, that he or it chooses not to extend the Employment Term. The period
        beginning on the Commencement Date and ending on the Termination Date is
        herein
        referred to as the "Employment Term."

      


      6. 
Compensation.
        As compensation for performing the services required by this Agreement, and
        during the term of this Agreement, the Executive shall be compensated as
        follows:

      


      (a)    Base
        Compensation. The Company shall pay to the Executive an annual salary of
        $200,000 (the "Base Compensation"). The Base Compensation shall be payable
        in
        equal installments pursuant to the Company's customary payroll procedures
        in
        effect for its executive personnel at the time of payment, but in no event
        less
        frequently than monthly, subject to withholding for applicable federal, state,
        and local income and employment related taxes.

      


      (b)    Cash
        Bonuses. In addition to the Base Compensation, the Executive will be eligible
        to
        receive additional compensation in an amount equal to 75% of the Base
        Compensation (the "Cash Bonus"). The Cash Bonus will be adjusted based on
        whether and to what extent the Company achieves or falls short of certain
        operational and/or financial targets (the "Targets") set forth in a business
        plan adopted and approved by the Board and the Executive. All Cash Bonuses
        shall
        be paid to the Executive by March 31 of the year following the year in which
        they were earned and shall be subject to applicable withholding for federal,
        state and local income and employment related taxes. Subject to the terms
        of the
        Termination provision below, should Executive's employment termination result
        in
        a partial year of employment, Executive shall be entitled to his Cash Bonus
        on a
        pro rata basis.

      


      (c)    Stock
        Options. Subject to the approval of the Board and the Company's stockholders,
        on
        December 6, 2004, the Company shall grant Executive stock options covering
        150,000 shares of the Company's common stock, the vesting and exercisability
        of
        which shall be set forth in a separate stock option agreement, substantially
        in
        the form of Exhibit A hereto (the "Stock Option Agreement").

      


      



      
        
           

        

        
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      7. 
Employee
        Benefits. During the Employment Term the Executive and his eligible dependants
        shall be entitled to such benefits (including but not limited to, the right
        to
        participate in any retirement plans (qualified and non-qualified), pension,
        insurance, health, disability or other benefit plan or program that has been
        or
        is hereafter adopted by the Company (or in which the Company participates),
        as
        shall be determined by the Board from time to time; provided, however, that
        the
        Executive shall always be entitled to such benefits as are generally made
        available to the senior executives of the Company. The Company shall, in
        accordance with standard Company policy and practices in effect from time
        to
        time, reimburse the Executive for all reasonable business expenses incurred
        by
        him in connection with the performance of his duties hereunder.

      


      8. 
Personal
        Time Off. The Executive shall be entitled to the normal and customary amount
        of
        paid vacation, sick leave, and personal days (vacation, sick leave, personal
        days collectively referred to as "PTO") provided to senior executive officers
        of
        the Company. Executive agrees to give reasonable notice of his PTO scheduling
        requests, which shall be allowed subject to the Company's reasonable business
        needs. Executive's PTO shall be limited to 22 business days per calendar
        year.
        (For this purpose, 2004 shall be counted as a partial year and prorated
        accordingly). Upon any termination of this Agreement for any reason whatsoever,
        any accrued and unused vacation shall be dealt with in accordance with Company
        policy.

      


      9. 
Indemnification.
        The rights of the Executive to indemnification from the Company for acts
        or
        omissions in connection with his employment by the Company are set forth
        in the
        Indemnification Agreement, dated November 30, 2004, between the Company and
        the
        Executive ( the "Indemnification Agreement").

      


      10.    Termination
        and Termination Benefits.

      


      (a)    Termination
        by the Company.

      


      (i)    For
        Cause.
        Notwithstanding any provision contained herein, the Company may terminate
        this
        Agreement at any time during the Employment Term for "Cause." For purposes
        of
        this subsection 10(a)(i), "Cause" shall mean (w) if the Company fails to
        achieve
        a majority of the Targets by 30% or more in any calendar year; (x) the willful
        failure by the Executive to substantially perform his duties hereunder for
        any
        reason other than total or partial incapacity due to physical or mental illness,
        (y) a conviction (or plea of no contest) of Executive of any crime (other
        than a
        routine traffic violation) that constitutes a felony in the jurisdiction
        in
        which the crime was committed or the conviction (or plea of no contest) of
        Executive of any act that constitutes moral turpitude or (z) Executive having
        committed any act constituting fraud, theft or conversion of property as
        determined by a court of competent jurisdiction or by the reasonable judgment
        of
        a majority of the Board after a good faith investigation. Termination pursuant
        to this subsection 10(a)(i) shall be effective immediately upon the delivery
        of
        written notice thereof from the Company to the Executive specifying the acts
        or
        omissions constituting the failure and requesting that they be remedied;
        provided, however, that in the case of a termination pursuant to clause (x)
        the
        Executive shall have 15 days from the date of such notice to cure the failure
        specified in such notice and termination shall occur immediately upon the
        expiration of such 15-day cure period if the Executive has not cured such
        failure in the good faith judgment of a majority of the Board. In the event
        of a
        termination pursuant to this subsection 10(a)(i), the Executive shall be
        entitled to payment of his Base Compensation and the benefits pursuant to
        Section 7 hereof up to the effective date of such termination.

      


      



      
        
           

        

        
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      (ii)    Disability.
        If due to illness, physical or mental disability, or other incapacity, the
        Executive shall fail, for a total of any six consecutive months ("Disability"),
        to substantially perform the principal duties required by this Agreement
        as
        determined in good faith by a majority of the Board, the Company may terminate
        this Agreement upon 30 days' written notice to the Executive. In such event,
        the
        Executive shall (A) be paid his Base Compensation and pro rata Cash Bonus
        until
        the Termination Date, and (B) be provided with employee benefits pursuant
        to
        Section 7 (other than transportation and hotel accommodations), to the extent
        available, for the remainder of the Employment Term; provided, however, that
        any
        compensation to be paid to the Executive pursuant to this subsection 10(a)(ii)
        shall be offset against any payments received by the Executive pursuant to
        any
        policy of disability insurance, the premiums of which are paid for by the
        Company under normal Company policies.

      


      (iii)    Without
        Cause. The Company may terminate the Executive's employment hereunder at
        any
        time without Cause. If the Company terminates the Executive's employment
        hereunder without Cause, other than due to death or Disability, the Executive
        shall (i) be paid the Base Compensation and the target annual Cash Bonus
        to
        which he would have been entitled had the Company not terminated this Agreement
        and (ii) be provided with the employee benefits pursuant to Section 7, to
        the
        extent available, for a period ending on the later of (A) the one-year
        anniversary of the Termination Date or (B) the date on which the Employment
        Term
        would have terminated had the Company not terminated this Agreement without
        Cause (the "Benefit Period"); provided, however, if the Executive obtains
        new
        employment and such employment makes the Executive eligible for health and
        welfare or long-term disability benefits which are equal to or greater in
        scope
        than the benefits then being offered by the Company, then the Company shall
        no
        longer be required to provide such benefits to the Executive pursuant to
        Section
        7.

      


      (b)    Termination
        by the Executive. The Executive may terminate this Agreement at any time
        upon
        ninety (90) days prior written notice to the Company. Unless such termination
        is
        for Good Reason (as defined below), in such event the Company's sole obligation
        to the Executive shall be to pay the Executive the Base Compensation and
        the
        benefits described in Section 10 hereof, up to the date of such termination.
        In
        addition, the Executive shall be entitled to receive a pro rata portion
        (computed on a per diem basis) of the Cash Bonus he would have received had
        he
        not terminated this Agreement. If the Executive terminates this Agreement
        for
        Good Reason, such termination shall be treated as if the Company had terminated
        this Agreement without Cause and the provisions of Section 10(a)(iii) shall
        apply.

      


      As
        used
        herein, "Good Reason" means and shall be deemed to exist if, without the
        prior
        express written consent of the Executive, (a) the Company breaches this
        Agreement in any material respect; (b) the Company fails to obtain the full
        assumption of this Agreement by a successor; (c) the Company employs another
        senior executive and requests that the Executive report to such officer;
        (d) the
        Company materially reduces the Executive's responsibilities, as set forth
        herein; (e) the Company reduces the Base Compensation without the Executive's
        prior consent; or (f) the Company materially reduces the benefits to which
        the
        executive is entitled to pursuant to Section 10 of this Agreement as of the
        date
        hereof, except if such reduction applies to all senior executives of the
        Company; provided, however, that with respect to items (a) - (f) above, within
        fifteen (15) days of written notice of termination by the Executive, the
        Company
        has not cured, or commenced to cure, such failure or breach.

      


      



      
        
           

        

        
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      (c)    Vesting
        of Stock Grants and Stock Options. In the event of any termination of this
        Agreement, Executive's rights with regard to any stock grants or stock options
        shall be as set forth in the respective agreement containing the terms and
        conditions pertaining thereto. Notwithstanding the foregoing, in the event
        that
        the Executive is terminated for reasons other than for "Cause," or in the
        event
        the Executive terminates this Agreement for "Good Reason," or in the event
        this
        Agreement is terminated by reason of Executive's death, any stock options
        then
        held by the Executive shall immediately vest in the Executive and shall remain
        exercisable for the period specified in the grant agreement.

      


      (d)    Death
        Benefit. Notwithstanding any other provision of this Agreement, this Agreement
        shall terminate on the date of the Executive's death. In such event, any
        stock
        options granted to the Executive that have previously vested or that would
        have
        vested before the end of the calendar year in which his death occurs, shall
        immediately vest in the executive's estate and shall remain exercisable for
        the
        period specified in the Stock Option Agreement notwithstanding any provision
        therein to the contrary, and the Base Compensation and Cash Bonus that would
        have been payable to the Executive through the end of the calendar year in
        which
        his death occurs shall be payable to his estate. Any benefits to which members
        of the Executive's immediate family would have been entitled by reason of
        kinship shall continue to be provided to them through the end of the calendar
        year in which his death occurs.

      


      11. 
Company
        Property. All advertising, promotional, sales, suppliers, manufacturers and
        other materials or articles or information, including without limitation
        data
        processing reports, customer lists, customer sales analyses, invoices, product
        lists, price lists or information, samples, or any other materials or data
        of
        any kind furnished to the Executive by the Company or developed by the Executive
        on behalf of the Company or at the Company's direction or for the Company's
        use
        or otherwise in connection with the Executive's employment hereunder, are
        and
        shall remain the sole and confidential property of the Company. If the Company
        requests the return of such materials at any time during or at or after the
        termination of the Executive's employment, the Executive shall immediately
        deliver the same to the Company.

      


      12. 
Covenant
        Not To Compete.

      


      (a)     Covenants
        Against Competition. As of the date of this Employment Agreement (i) the
        Company
        is engaged in the business of selling prepaid products and services, providing
        electronic transaction processing for prepaid products and services, and
        selling
        or licensing an integrated electronic point of sale activation system or
        any
        other related areas into which the Company may expand (the "Business"); (ii)
        the
        Company's Business is conducted currently throughout the United States, Canada
        and in certain countries in Europe and Asia and may be expanded to other
        locations; (iii) the Executive's employment with the Company will have given
        him
        access to confidential information concerning the Company; and (iv) the
        agreements and covenants contained in this Agreement are essential to protect
        the business and goodwill of the Company. Accordingly, the Executive covenants
        and agrees as follows:

      


      (i)    Non-Compete.
        Without the prior written consent of the Board, the Executive shall not during
        the Restricted Period (as defined below) within the Restricted Area (as defined
        below) (except in the Executive's capacity as an officer of the Company or
        any
        of its affiliates), (a) engage or participate in the Business; (b) enter
        the
        employ of, or render any services (whether or not for a fee or other
        compensation) to, any person engaged in the Business; or (c) acquire an equity
        interest in any such person; provided, however, that during the Restricted
        Period the Executive may own, directly or indirectly, up to 1%, solely as
        a
        passive investment, of the securities of any company traded on any national
        securities exchange or on the National Association of Securities Dealers
        Automated Quotation System.

      


      



      
        
           

        

        
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      As
        used
        herein, "Restricted Period" shall mean the period commencing on the Effective
        Date and ending on the second anniversary of the Executive's termination
        of
        employment. In the event the Company elects not to renew the Agreement, pursuant
        to Section 5, above, the Restricted Period shall be shortened to the period
        commencing on the Effective Date and ending on the first anniversary of the
        Executive's termination of employment.

      


      "Restricted
        Area" shall mean any geographic area in which the Company is conducting its
        Business or is actively seeking to conduct

      its
        Business

      


      (ii)    Confidential
        Information; Personal Relationships. The Executive acknowledges that the
        Company
        has a legitimate and continuing proprietary interest in the protection of
        its
        confidential information and has invested substantial sums and will continue
        to
        invest substantial sums to develop, maintain and protect its confidential
        information. The Executive agrees that, without the prior written consent
        of the
        Board, the Executive shall keep secret, shall retain in strictest confidence,
        and shall not knowingly use for the benefit of himself or others all
        confidential matters relating to the Company's business including, without
        limitation, operational methods, marketing or development plans or strategies,
        business acquisition plans, joint venture proposals or plans, and new personnel
        acquisition plans, learned by the Executive heretofore or hereafter (such
        information shall be referred to herein collectively as "Confidential
        Information"); provided, that nothing in this Agreement shall prohibit the
        Executive from disclosing or using any Confidential Information (A) in the
        performance of his duties hereunder, (B) as required by applicable law, (C)
        in
        connection with the enforcement of his rights under this Agreement or any
        other
        agreement with the Company, or (D) in connection with the defense or settlement
        of any claim, suit, or action brought or threatened against the Executive
        by or
        in the right of the Company. Notwithstanding any provision contained herein
        to
        the contrary, the term Confidential Information shall not be deemed to include
        any general knowledge, skills, or experience acquired by the Executive or
        any
        knowledge or information known or available to the public in general. Moreover,
        the Executive shall be permitted to retain copies of, or have access to,
        all
        such Confidential Information relating to any disagreement, dispute, or
        litigation (pending or threatened) involving the Executive.

      


      (iii)    Employees
        of the Company and its Affiliates. During the Restricted Period, without
        the
        prior written consent of the Board, the Executive shall not, directly or
        indirectly, hire or solicit, or cause others to hire or solicit, for employment
        by any person other than the Company or any affiliate or successor thereof,
        any
        employee of, or person employed within the two years preceding the Executive's
        hiring or solicitation of such person by, the Company and its affiliates
        or
        successors or encourage any such employee to leave his employment. For this
        purpose, any person whose employment has been terminated involuntarily by
        the
        Company shall he excluded from those persons protected by this Section for
        the
        benefit of the Company.

      


      (iv)    Business
        Relationships. During the Restricted Period, the Executive shall not, directly
        or indirectly, request or advise a person that has a business relationship
        with
        the Company to curtail or cancel such person's business relationship with
        the
        Company.

      


      



      
        
           

        

        
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      (b)    Rights
        and
        Remedies Upon Breach. If the Executive breaches, threatens to commit a breach
        of, any of the provisions contained in Section 12 of this Agreement (the
        "Restrictive Covenants"), the Company shall have the following rights and
        remedies, each of which rights and remedies shall be independent of the others
        and severally enforceable, and each of which is in addition to, and not in
        lieu
        of, any other rights and remedies available to the Company under law or in
        equity: 

      


      (i)    Specific
        Performance and Injunctive Relief. The right and remedy to have the Restrictive
        Covenants specifically enforced by any court of competent jurisdiction, it
        being
        agreed that any breach or threatened breach of the Restrictive Covenants
        would
        cause irreparable injury to the Company and that money damages would not
        provide
        an adequate remedy to the Company. Therefore, Executive agrees that the Company
        shall be entitled to an injunction, restraining order or such other equitable
        relief (without the requirement to post bond) as a court of competent
        jurisdiction may deem necessary or appropriate to restrain Executive from
        committing any violation of the Restrictive Covenants. These injunctive remedies
        are cumulative and in addition to any other rights and remedies the Company
        may
        have.

      


      (ii)    Accounting.
        The right and remedy to require the Executive to account for and pay over
        to the
        Company all compensation, profits, monies, accruals, increments or other
        benefits derived or received by the Executive as the result of any action
        constituting a breach of Restrictive Covenants.

      (c)    Severability
        of Covenants. The Executive acknowledges and agrees that the Restrictive
        Covenants are reasonable and valid in duration and geographical scope and
        in all
        other respects. If any court determines that any of the Restrictive Covenants,
        or any part thereof, is invalid or unenforceable, the remainder of the
        Restrictive Covenants shall not thereby be affected and shall be given full
        effect without regard to the invalid portions. The provisions set forth in
        this
        Section 12 above shall be in addition to any other provisions of the business
        conduct and ethics policy applicable to employees of the Company and its
        subsidiaries during the term of Executive's employment.

      


      (d)    Saving
        Clause. If the period of time or the area specified in subsection (a) above
        should be adjudged unreasonable in any proceeding, then the period of time
        shall
        be reduced by such number of months or the area shall be reduced by the
        elimination of such portion thereof or both so that such restrictions may
        be
        enforced in such area and for such time as is adjudged to be
        reasonable.

      


      13.  
Executive's
        Representation and Warranties. Executive represents and warrants that he
        has the
        full right and authority to enter into this Agreement and fully perform his
        obligations hereunder, that he is not subject to any non-competition agreement
        other than with the Company, and that his past, present and anticipated future
        activities have not and will not infringe on the proprietary rights of others.
        Executive further represents and warrants that he is not obligated under
        any
        contract (including, but not limited to, licenses, covenants or commitments
        of
        any nature) or other agreement or subject to any judgment, decree or order
        of
        any court or administrative agency which would conflict with his obligation
        to
        use his best efforts to perform his duties hereunder or which would conflict
        with the Company's business and operations as presently conducted or proposed
        to
        be conducted. The Executive has provided the Company with an accurate and
        complete list of all boards of directors, boards of trustees, boards of advisors
        and committees thereof of which he is a member as of the date hereof. Neither
        the execution nor delivery of this Agreement, nor the carrying on of the
        Company's business as officer and employee by Executive will conflict with
        or
        result in a breach of the terms, conditions or provisions of or constitute
        a
        default under any contract, covenant or instrument to which Executive is
        currently a party.

      


      



      
        
           

        

        
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      14. 
Miscellaneous.

      


      (a)    Integration;
        Amendment. This Agreement, the Stock Option Agreement and the Indemnification
        Agreement are the only agreements between the parties hereto with respect
        to the
        matters set forth herein and supersede and render of no force and effect
        all
        prior understandings and agreements between the parties with respect to the
        matters set forth herein. No amendments or additions to this Agreement shall
        be
        binding unless in writing and signed by both parties.

      


      (b)    Severability.
        If any part of this Agreement is contrary to, prohibited by, or deemed invalid
        under applicable law or regulations, such provision shall be inapplicable
        and
        deemed omitted to the extent so contrary, prohibited, or invalid, but the
        remainder of this Agreement shall not be invalid and shall be given full
        force
        and effect so far as possible.

      


      (c)    Waivers.
        The failure or delay of any party at any time to require performance by the
        other party of any provision of this Agreement, even if known, shall not
        affect
        the right of such party to require performance of that provision or to exercise
        any right, power, or remedy hereunder, and any waiver by any party of any
        breach
        of any provision of this Agreement shall not be construed as a waiver of
        any
        continuing or succeeding breach of such provision, a waiver of the provision
        itself, or a waiver of any right, power, or remedy under this Agreement.
        No
        notice to or demand on any party in any case shall, of itself, entitle such
        party to other or further notice or demand in similar or other
        circumstances.

      


      (d)    Power
        and
        Authority. The Company represents and warrants to the Executive that it has
        the
        requisite corporate power to enter into this Agreement and perform the terms
        hereof; that the execution, delivery and performance of this Agreement by
        it has
        been duly authorized by all appropriate corporate action; and that this
        Agreement represents the valid and legally binding obligation of the Company
        and
        is enforceable against it in accordance with its terms.

      


      (e)    Successors
        and Assigns; Survival. This Agreement shall be binding upon and inure to
        the
        benefit of the parties hereto and their respective heirs, executors, personal
        and legal representatives, successors and assigns. In addition to, and not
        in
        limitation of, anything contained in this Agreement, it is expressly understood
        and agreed that Sections 10-14 above, shall survive any termination of this
        Agreement.

      


      (f)    Governing
        Law; Headings. This Agreement and its construction, performance, and
        enforceability shall be governed by, and construed in accordance with, the
        laws
        of the State of Utah. Headings and titles herein are included solely for
        convenience and shall not affect, or be used in connection with, the
        interpretation of this Agreement.

      


      (g)    Jurisdiction.
        Except as otherwise provided for herein, each of the parties (a) submits
        to the
        exclusive jurisdiction of any state court sitting in Utah County, Utah or
        federal court sitting in Utah in any action or proceeding arising out of
        or
        relating to this Agreement, (b) agrees that all claims in respect of the
        action
        or proceeding may be heard and determined in any such court and (c) agrees
        not
        to bring any action or proceeding arising out of or relating to this Agreement
        in any other court. Each of the parties waives any defense of inconvenient
        forum
        to the maintenance of any action or proceeding so brought and waives any
        bond,
        surety or other security that might be required of any other party with respect
        thereto. Any party may make service on another party by sending or delivering
        a
        copy of the process to the party to be served at the address and in the manner
        provided for giving of notices in Section 14(h). Nothing in this Section,
        however, shall affect the right of any party to serve legal process in any
        other
        manner permitted by law.

      


      



      
        
           

        

        
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      (h)    Notices.
        All notices called for under this Agreement shall be in writing and shall
        be
        deemed given upon receipt if delivered personally or by confirmed facsimile
        transmission and followed promptly by mail, or mailed by registered or certified
        mail (return receipt requested), postage prepaid, to the parties at their
        respective addresses as set forth in the preamble to this Agreement or to
        any
        other address or addressee as any party entitled to receive notice under
        this
        Agreement shall designate, from time to time, to others in the manner provided
        in this subsection 14(h) for the service of notices.

      


      Any
        notice delivered to the party hereto to whom it is addressed shall be deemed
        to
        have been given and received on the day it was received; provided, however,
        that
        if such day is not a business day then the notice shall be deemed to have
        been
        given and received on the business day next following such day. Any notice
        sent
        by facsimile transmission shall be deemed to have been given and received
        on the
        business day next following the day of transmission.

      


      (i)    Number
        of
        Days. In computing the number of days for purposes of this Agreement, all
        days
        shall be counted, including Saturdays, Sundays and holidays; provided, however,
        that if the final day of any time period falls on a Saturday, Sunday or holiday
        on which federal banks are or may elect to be closed, then the final day
        shall
        be deemed to be the next day which is not a Saturday, Sunday or such
        holiday.

      


      (j)    Construction.
        The Parties have participated jointly in the negotiation and drafting of
        this
        Agreement. In the event an ambiguity or question of intent or interpretation
        arises, this Agreement shall be construed as if drafted jointly by the Parties
        and no presumption or burden of proof shall arise favoring or disfavoring
        any
        Party by virtue of the authorship of any of the provisions of this Agreement.
        Any reference to any federal, state, local, or foreign statute or law shall
        be
        deemed also to refer to all rules and regulations promulgated thereunder,
        unless
        the context requires otherwise. The word "including" shall mean including
        without limitation.

      


      IN
        WITNESS WHEREOF, the parties have duly executed this Agreement as of the
        date
        first above written.

      


      Q
        COMM
        INTERNATIONAL, INC.

      


      


      
        	 	 	 
	
                 

              	
                By:  
                  

              	 
	
                 

              	 	 
	 	 	
                Name:
                  William K. Jurika

              
	
                 

              	 	
                Title:
                  Chairman of the Board

              
	 	 	 
	 	 	 
	 	 	 
	
                 

              	 	
                 

              
	
                 

              	 	
                MICHAEL
                  D. KEOUGH

              
	 	 	 


      


     

     

     

    
9