CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                                                                   Exhibit 10.19

                CELLULAR PREPAID PRODUCTS DISTRIBUTION AGREEMENT


         THIS CELLULAR PREPAID PRODUCTS DISTRIBUTION AGREEMENT (this
"Agreement"), effective as of March 1, 2005 (the "Effective Date"), sets forth
the mutual covenants and obligations of CRICKET COMMUNICATIONS, INC., a Delaware
corporation, with offices at 10307 Pacific Center Court, San Diego, CA 92121
("Cricket"), and Q COMM INTERNATIONAL INC., a Utah corporation, with offices at
510 East Technology Ave., Building C, Orem, Utah 84097, (hereinafter referred to
as "Distributor").

                                    RECITALS

         WHEREAS, Cricket is a provider of wireless telecommunications services
and wireless phones via Cricket's network of direct-owned stores ("Cricket
Locations") and authorized third party dealers or payment locations that
contract directly with Cricket ("Dealers") in the markets identified on Exhibit
A attached hereto (the "Area"). Cricket desires to sell Wireless Services
(defined below) on a prepaid basis by means of selling electronic Pins under the
registered trademark Cricket(R) and the trademark Jump by CricketTM, pursuant to
which Consumers may, by purchasing such Pins, have access to such fixed amounts
of Cricket's Wireless Services as are designated and encoded by Cricket to
correspond with such pins.

         WHEREAS, Distributor is in the business of, among other things,
providing order processing, pin distribution, delivery, management, marketing
and merchandising services, and selling a variety of prepaid products and
services to end-users through Distributor's electronic point-of-sale activation
terminal, trademarked as the q xpress 200(TM), or through other terminals or
devices Distributor may provide to dispense prepaid products and services (the
"POS Terminal"), which is the front end of Distributor's full-range electronic
activation, pin distribution, and reporting system for prepaid products.

         WHEREAS, Cricket desires to authorize Distributor to implement and
manage the distribution of POS Terminals to certain Cricket-designated stores
and to sell Pins (as defined below) via such POS Terminals in accordance with
the terms and conditions hereinafter set forth.

         NOW THEREFORE, in consideration of the mutual promises and obligations
contained in this Agreement, the parties agree as follows:

1.       DEFINITIONS.
         ------------

         1.1      "Area" shall mean the markets set forth on Exhibit A to this
Agreement as amended from time to time.

         1.2      "Cricket" shall have the meaning set forth in the first
paragraph of this Agreement.

         1.3      "Cricket Locations" shall have the meaning set forth in the
first Recital above, and specifically shall include only Cricket-owned retail
stores in the Area.

         1.4      "Consumer" means any end-user who purchases or otherwise
receives a Pin sold or distributed under this Agreement.


<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


         1.5      "Contracted Dealer" means any Dealer or other third party that
has a contractual relationship with Distributor to possess a POS Terminal and
sell Pins.

         1.6      "Cricket Functionality" shall mean programs for the POS
Terminals that are specific to and that facilitate the sale of Cricket Pins or
Wireless Services.

         1.7      "Dealers" shall have the meaning set forth in the Recitals of
this Agreement.

         1.8      "Distributor" shall have the meaning set forth in the first
paragraph of this Agreement.

         1.9      "Distribution Fees" shall have the meaning as set forth in
Exhibit D hereto.

         1.10     "Due Date" shall have the meaning set forth in Section 5.1 of
this Agreement.

         1.11     "Effective Date" shall have the meaning set forth in the first
paragraph of this Agreement.

         1.12     "Indemnifying Party" shall have the meaning set forth in
Section 16.1 of this Agreement.

         1.13     "Information" shall have the meaning set forth in Section 10.1
of this Agreement.

         1.14     "Loss Event" shall have the meaning set forth in Section 7.4
of this Agreement.

         1.15     "Marks" shall mean any and all trademarks, service marks,
trade names, insignia, symbols, logos, decorative designs, and/or other
identifying insignia that either Cricket or the Distributor owns or is licensed
or sublicensed to use in connection with its services or products relating
thereto, and which each party, in its sole discretion, with respect to its
marks, determines from time to time that the other party is authorized to use.

         1.16     "Owning Party" shall have the meaning set forth in Section
11.2 of this Agreement.

         1.17     "Pins" shall refer to electronic prepaid pin numbers provided
by Cricket that correspond to and grant the end-user holder thereof access to
such fixed amounts of Cricket's Wireless Services as are designated and encoded
by Cricket to correspond with such pins.

         1.18     "POS Terminal" shall have the meaning set forth in the
Recitals of this Agreement.

         1.19     "3rd Party Products and Services" shall mean the products and
services offered from service providers other than Cricket.

         1.20     "Unit Denomination" shall refer to the dollar value
measurement specified by Cricket for the Wireless Services represented by a Pin,
equal to the "face value" of the Pin. Current Unit Denominations are $15, $25,
$35, and $50. Each Pin purchased by Consumers shall contain a specified Unit
Denomination as the suggested retail value, not including taxes, equal to the
face value of the Pin. The Unit Denomination of Pins under this Agreement may
vary from market to market and from time to time during the term of this
Agreement, as determined by Cricket, provided, however, that in no instance will


                                      -2-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


this Agreement cover the distribution of Pins with a face value of less than $15
unless Cricket so decides in its sole discretion. Cricket shall determine and
disclose to Distributor the per minute rates associated with local and long
distance calling and roaming charges equating to the Unit Denomination, which
may vary from market to market and from time to time during the term of this
Agreement, as determined by Cricket.

         1.21     "Wireless Services" shall refer to all wireless services
offered by Cricket to its customers, including without limitation voice
telecommunications (local, long distance and international calling) and the sale
of ringtones and other data for use with wireless phones.


2.       TERM OF AGREEMENT
         -----------------

         This Agreement shall become effective on the Effective Date and shall
continue in full force and effect for two (2) years (the "Initial Term"), unless
otherwise terminated pursuant to the provisions of this Agreement. Thereafter,
this Agreement shall automatically renew for successive one (1) year periods (or
any other term to which the parties mutually agree in writing) unless one party
gives the other party written notice of its intention to terminate this
Agreement at least sixty (60) days prior to the expiration of the Initial Term
or any subsequent annual term.


3.       GENERAL PROVISONS APPLICABLE TO DISTRIBUTION ARRANGEMENT
         --------------------------------------------------------

         3.1      General Description of Distribution Arrangement. Cricket shall
provide Pins electronically in various quantities and denominations to
Distributor for distribution and sale through the POS Terminals. Distributor
shall provide POS Terminals with Cricket Functionality only to locations
approved in advance by Cricket and set forth specifically on Exhibit C hereto
("Approved Locations"). Cricket may unilaterally designate Approved Locations
and add them to Exhibit C, and Distributor shall have no right to refuse to
place a POS Terminal in Approved Locations, subject to Distributor's standard
credit checks; provided however, that if an Approved Location is not acceptable
to Distributor for any reason, then Distributor shall only be required to place
a POS Terminal at that Approved Location if Cricket agrees in writing to assume
any credit risk of such Approved Location. Distributor shall in all cases
contract directly with the owner/operators of all Approved Locations (other than
Cricket Locations), whereupon they shall become Contracted Dealers hereunder.
Such contract shall provide for the terms of leasing the POS Terminal, selling
the Pins to Consumers only, remittance of amounts collected from the sale of
Pins, and for the rights of Cricket as a third party beneficiary and to require
termination of the Cricket Functionality on the POS Terminal in Cricket's sole
discretion exercised only after giving prior notice to Distributor and at least
30 days to the applicable Contract Dealer to cure any problems that Cricket
believes are giving rise to its request to terminate. Upon any termination of
Cricket Functionality on a POS Terminal, Distributor shall take prompt action to
remove the green POS Terminal bearing Cricket's Mark(s) and replace such POS
Terminal with Distributor's red POS Terminal not bearing any Cricket Marks. To
the extent such contract is with an existing Dealer, such contract shall not in
any way prohibit Cricket from contracting directly with such Dealer to place
other methods of selling Wireless Services in their locations. To the extent
that Cricket introduces Distributor in writing to any Contracted Dealer with
whom Distributor had no prior relationship pertaining to prepaid products,
Distributor shall not require such Contracted Dealer to sell prepaid products or
services exclusively through Distributor. Distributor shall enable the POS
Terminals to print the Pins on thermally printable cards bearing the Cricket
trademark and such other terms, conditions or provisions as are reasonably and
technologically feasible and specified by Cricket from time-to-time. Distributor


                                      -3-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


shall provide full management of Contracted Dealers, including without
limitation, contract management, credit approval and management, collection of
Pin purchase price, training on POS Terminal use, and services required for the
placement, activation, maintenance and deactivation of POS Terminals and Cricket
Functionality.

         3.2      Independent Contractor. Distributor is an independent
contractor and is not Cricket's agent, partner, employee or legal representative
for any purpose. Nothing herein shall be construed in such a manner so as to
constitute Distributor an agent, partner, employee or legal representative of
Cricket. Distributor shall not make any warranty or representation or incur any
obligation, liability or indebtedness whatsoever on Cricket's behalf or on
behalf of any affiliate of Cricket. It is agreed that the relationship of the
parties hereto is that of a vendor and a vendee. Distributor shall conduct its
business for its own interest and all persons employed in the conduct of
Distributor's business shall be Distributor's employees or agents. Distributor
shall be solely responsible for the withholding and payment of all federal,
state, and local taxes, social security, unemployment, sickness, disability, and
worker's compensation insurance and other payroll taxes with respect to its
business, employees and agents. Each of Distributor and Cricket respectively
will retain sole responsibility for directing their own respective day-to-day
business operations. Each party shall pay its own business expenses. Neither
party, nor any of their respective employees, shall be entitled to any employee
benefits from the other party.

         3.3      Distributor Appointment; Non-Exclusive Nature of Agreement.
Cricket hereby appoints Distributor as a non-exclusive distributor to distribute
Pins within the Area pursuant to this Agreement. Distributor's appointment shall
continue until the termination or expiration of this Agreement. During the term
of this Agreement and thereafter, Cricket reserves the right without obligation
or liability to Distributor to market Wireless Services, Pins and related
services and products, prepaid or otherwise, in the same geographical areas
served by Distributor, whether through Cricket own representatives or through
others including, but not limited to authorized agents, limited agents,
retailers, resellers and distributors. Therefore, it is expressly understood and
agreed by Distributor that this Agreement does not grant Distributor an
exclusive privilege to sell Cricket Wireless Services or the Pins, and Cricket
may, in its sole discretion, appoint other dealers or distributors of the
Wireless Services and Pins in the Area. Distributor acknowledges that Cricket
actively markets and sells Cricket's Wireless Services and Pins directly and
indirectly in the Area, in other geographic locations, via the Internet, or
otherwise in Cricket's sole discretion. Distributor shall have no power or
authority to appoint any other person or firm as a distributor or dealer of the
Wireless Services or Pins, except as specifically authorized by Cricket.

         3.4      No Franchise or Joint Venture. Distributor acknowledges and
agrees that Cricket has not required Distributor to pay any direct or indirect
franchise fee or other payment, or to commit to pay any such fee or other
payment as a condition of the execution of this Agreement, and that the laws and
regulations, whether federal, state or local, pertaining to a franchises do not
govern the interpretation, enforceability or termination of this Agreement in
any manner whatsoever. Distributor represents and warrants to Cricket that
Distributor does not and shall not deem or claim itself to be a franchisee of
Cricket under any applicable law or regulation. Nothing in this Agreement shall
be deemed to establish or otherwise create a relationship of
franchisor/franchisee between Cricket and Distributor, nor does this Agreement
create any joint venture or partnership between Cricket and Distributor.

         3.5      Ownership of POS Terminals. The parties to this Agreement
acknowledge and agree that all of the right, title and interest to POS Terminals
shall remain with Distributor, and Cricket specifically agrees that it has no


                                      -4-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


interest in the POS Terminals (except in the intellectual property of Cricket
contained in or on the POS Terminals).


4.       SPECIFIC DUTIES AND OBLIGATIONS OF THE PARTIES
         ----------------------------------------------

         4.1      During the term of this Agreement, Cricket shall:

                  (a) supply Distributor with Pins electronically in quantities
                      and denominations or types as mutually agreed by the
                      parties, and shall coordinate with Distributor regarding
                      the activation of the Pins following sale to Consumers;

                  (b) provide Distributor with all required packaging (i.e.,
                      receipt or card holders), Cricket-specific point of
                      purchase materials, including, without limitation, copies
                      of applicable terms and conditions of service, which
                      Distributor acknowledges shall be subject to change in
                      form and substance from time to time at the discretion of
                      Cricket);

                  (c) provide to Consumers the Wireless Services corresponding
                      to Pins sold by Distributor and subject to this Agreement
                      and the terms and conditions of service established by
                      Cricket, which terms and conditions of service may vary
                      from market to market within the Area and from time to
                      time during the term of this Agreement;

                  (d) provide necessary support to Consumers to facilitate the
                      activation and reasonably required customer service
                      support and training;

                  (e) at the reasonable discretion of Cricket, provide regional
                      and/or market level sales support in accordance with any
                      mutually agreed upon prepaid launch program or market
                      maintenance program;

                  (f) pay Distributor the Distribution Fees as set forth in
                      Exhibit D hereto as Distributor's sole compensation for
                      all of the products and services provided by Distributor
                      hereunder. Such payment may be accomplished by permitting
                      Distributor to retain the appropriate percentage
                      Distribution Fee as set forth on Exhibit D and thereafter
                      to remit the balance to Cricket;

                  (g) permit Distributor to sell 3rd Party Products and Services
                      via POS Terminals with Cricket Functionality, but only in
                      non-Cricket Locations and non-Dealer locations, and
                      subject to Distributor's prompt payment to Cricket of the
                      fees described in Section 4.2(s) below and on Exhibit B.

                  (h) materially comply with all applicable federal, state and
                      local laws and regulations of the respective regulatory
                      bodies having jurisdiction over the Wireless Services,
                      Cricket and the sale of the Pins.

         4.2      During the term of this Agreement, Distributor shall:

                  (a) use its reasonable best efforts to promote, market and
                      sell the Pins in the Area via the POS Terminals pursuant


                                      -5-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                      to the terms and conditions of this Agreement and as
                      otherwise established by Cricket;

                  (b) submit all promotional, marketing, sales and informational
                      materials regarding the Pins or Cricket Wireless Services,
                      or bearing any Cricket trademarks, to Cricket for its
                      written approval prior to public release, except that
                      prior written approval shall not be required for any
                      preauthorized Cricket promotional materials approved by
                      Cricket for general use from time-to-time, subject to any
                      Cricket-designated expiration date thereof;

                  (c) deliver the POS Terminals and associated collateral and
                      promotional material as directed by Cricket to the Cricket
                      Locations and other authorized locations that constitute
                      Contracted Dealers as set forth on Exhibit C hereto;

                  (d) permit the POS Terminals in Cricket Locations to sell only
                      the Pins for Cricket's Wireless Services, unless Cricket
                      agrees otherwise in writing, and permit Dealer locations
                      to sell only the Pins for Cricket's Wireless Services
                      unless (i) Distributor was already selling other pre-paid
                      products or services through one or more POS Terminals at
                      the applicable Dealer location prior to the date of this
                      Agreement, or (ii) Cricket agrees otherwise in writing;

                  (e) customize Distributor's standard POS Terminal in
                      accordance with Cricket's previously approved
                      specifications for color, design and logos, which Cricket
                      acknowledges that Distributor has already accomplished;

                  (f) provide telephone training to employees at the Cricket
                      Locations and Contracted Dealers in the proper operation
                      of the POS Terminals;

                  (g) provide first-line customer support for all POS Terminal
                      issues and questions via a toll free line available to
                      Cricket and Contracted Dealers from 7am-6pm MST on Monday
                      through Friday and from 9am-3pm MST on Saturday. In
                      addition, Distributor will provide after-hours technical
                      support seven days a week during all hours other than
                      those set forth above;

                  (h) provide information to Consumers as supplied by Cricket on
                      how to use the Pins and on how to contact Cricket's
                      customer service for additional Pins and account balance;

                  (i) assume all of Distributor's costs associated with its
                      obligations hereunder, including costs of soliciting for
                      locations to place POS Terminals, and marketing and
                      distributing POS Terminals and cards in the Area pursuant
                      to this Agreement. Distributor shall not solicit orders,
                      market or distribute the POS Terminals with Cricket
                      Functionality outside of the Area. Cricket reserves the
                      right to prohibit the placement by Distributor of Cricket
                      Functionality on POS Terminals to any distribution channel
                      not in the Area, that may be inconsistent with Cricket'
                      goals or corporate ethics, or that is otherwise designated
                      by Cricket as ineligible to sell Pins in Cricket's sole
                      discretion;

                  (j) remit to Cricket daily via ACH transaction a sum equal to
                      the Unit Denomination of Pins supplied by Cricket to


                                      -6-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                      Distributor that are either activated on the Cricket
                      network or sold via the POS Terminals since the most
                      recent remittance required by Cricket, without regard to
                      how any such Pin is activated or whether the Contracted
                      Dealer remits sums collected therefore from Consumer to
                      Distributor, less Distribution Fees. Distributor
                      acknowledges and agrees that it shall be solely
                      responsible for noncollection of amounts remitted or
                      indicated by POS Terminals as remitted by Consumers
                      (whether such noncollection is caused by loss of cash,
                      NSF, chargeback, fraud, etc.), and Cricket shall be
                      indemnified from such losses by Distributor and shall have
                      no responsibility for the collection of any amounts due
                      from third parties to Distributor;

                  (k) use commercially reasonable efforts at all times to give
                      prompt, courteous and efficient service and deal with
                      third party purchases of Pins with the highest standards
                      of honesty, integrity and fair dealing, and do nothing
                      which would be likely to discredit, dishonor, reflect
                      adversely upon or in any manner injure the reputation and
                      goodwill of Cricket and/or of the Wireless Services;

                  (l) train its staff and account representatives in the sale of
                      the Wireless Services, pursuant to information provided to
                      Distributor by Cricket;

                  (m) use commercially reasonable efforts to cause each
                      Contracted Dealer that sells Pins to promote, market and
                      sell the Pins only to Consumers under the terms and
                      conditions established by Cricket and Distributor. If
                      Distributor learns that any Pin sales locations are (i)
                      not abiding by any of the provisions of this section or
                      the contract between it and Distributor, (ii) not at all
                      times giving prompt, courteous and efficient service to
                      the Consumers and dealing with Consumers with the highest
                      standards of honesty, integrity and fair dealing, and
                      doing nothing that would tend to discredit, dishonor,
                      reflect adversely upon or in any manner injure the
                      reputation and goodwill of Cricket and/or of the Wireless
                      Services, and/or (iii) not abiding by Sections 11 and 12
                      of this Agreement, relating to the use and return of
                      Cricket's Information and Marks, as if the sales location
                      itself was a party to this Agreement, Distributor shall
                      promptly give notice of such non-compliance to Cricket. At
                      Cricket's option, Distributor shall use commercially
                      reasonable efforts to remove any POS Terminal and
                      promotional materials associated therewith from such
                      locations;

                  (n) maintain detailed and accurate books and records of
                      account with respect to activities undertaken in respect
                      of this Agreement for a period of three (3) years beyond
                      the expiration or termination of this Agreement, and
                      provide daily online reports to Cricket in the ATG APL
                      Sales Feed Specification format provided by Cricket prior
                      to the execution of this Agreement;

                  (o) at the request of Cricket during the term of this
                      Agreement, such request to be made with at least 30 days'
                      prior written notice to Distributor, Distributor will
                      terminate the Cricket Functionality on such specific POS
                      Terminals as shall be designated by Cricket in its sole
                      discretion. Upon termination of this Agreement for any
                      reason or upon expiration of this Agreement, Distributor
                      will terminate the Cricket Functionality on all POS
                      Terminals;


                                      -7-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                  (p) provide all services and obligations hereunder with
                      workmanship and skill reasonably required by the industry
                      and in accordance with such additional provisions and
                      service level agreements set forth on Exhibit E hereto.

                  (q) be at all times responsible for (and shall bear the risk
                      of loss of) the Pins following transmission thereof from
                      Cricket to Distributor, title to the Pins to transfer to
                      Distributor only just prior to the sale of such Pin to a
                      Consumer via a POS Terminal, whereupon title to such Pin
                      shall vest with Consumer;

                  (r) materially comply with all applicable federal, state and
                      local laws and regulations of the respective regulatory
                      bodies having jurisdiction over the Pins, Distributor or
                      the subject matter of this Agreement, including the
                      procurement of occupational licenses, solicitation
                      licenses, and business licenses or permits that may be
                      required to perform Distributor's obligations under this
                      Agreement;

                  (s) pay to Cricket in accordance with the terms of Exhibit B a
                      fee for all 3rd Party Products and Services sold through a
                      POS Terminal that has been customized for Cricket and that
                      has Cricket Functionality; and

                  (t) in cases where 3rd Party Products and Services are sold
                      via a POS Terminal, Distributor shall require all
                      Contracted Dealers to not use Cricket-branded thermal
                      cards for such sales.

5.       PAYMENT OF DISTRIBUTION FEES.
         -----------------------------

         5.1      Distributor may retain the appropriate Distribution Fees from
amounts collected from POS Terminal sales of Pins, provided that if Cricket
determines any discrepancy, Cricket shall invoice Distributor for same,
designating such discrepancy in detail and providing supporting information and
documentation relating to such discrepancy, and Distributor shall pay such
invoice no later than forty-five (45) calendar days after the date thereof (the
"Due Date"). If payment is not made by the Due Date, interest will accrue from
the Due Date at the rate of 1.5 percent (1.5%) per month on the unpaid amount.
Application of interest shall not limit Cricket's other remedies. If Distributor
fails to pay all past-due amounts under this Agreement within thirty (30) days
after its receipt of written notice from Cricket demanding payment of such
amounts, Cricket may thereupon: (1) terminate all future transmissions of Pins
to Distributor, (2) recover from Distributor all amounts due under this
Agreement plus all costs of collection, including, without limitation,
attorneys' fees and costs; and (3) pursue any other legal or equitable remedy.

         5.2      Each party hereto agrees that it must notify the other of any
discrepancy between: (i) the amounts referenced on any of the invoices; and (ii)
payments made or received in connection with such invoices, within ninety (90)
calendar days of the Due Date, or any claim relating to such discrepancy shall
be deemed to be waived.

         5.3      In the event of a dispute between Cricket and Distributor,
over the Pin proceeds, or other amounts due Cricket under this Agreement,
Cricket agrees that it shall not permit any such dispute to affect the delivery
of Cricket's Wireless Services to any existing, bona fide Consumers.


                                      -8-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


6.       PIN SUPPLY, ORDERING PROCEDURES AND RETURNS.
         --------------------------------------------

         6.1      Distributor may request as many Pins from Cricket as
Distributor desires; provided however that (i) Distributor's order must be
within the credit limit, if any, Cricket has established for Distributor, and
(ii) Cricket shall not be obligated to accept any request for additional Pins
from Distributor if Cricket believes that such additional Pins are for
quantities that are in excess of what Cricket reasonably estimates Distributor
is able to sell in a two-month period.

         6.2      Distributor acknowledges that while Cricket will make
commercially reasonable efforts to promptly deliver additional Pins requested
hereunder, all such requests are subject to availability of Pins.

         6.3      Distributor shall not modify, mislabel or re-brand any
promotional materials, point of purchase materials, receipt/card holders, terms
and conditions of service or other items provided by Cricket, and Distributor
also agrees to use commercially reasonable efforts to cause Contracted Dealers
to (i) comply with the immediately preceding sentence, and (ii) not use any
promotional or point of sale materials if they have been tampered with or
modified from their original condition.

         6.4      If a Consumer desires to return a Pin to a sales location,
then Distributor shall take steps to advise the Consumer, via the Contracted
Dealers, that returns are not permitted by Cricket.

         6.5      On a quarterly basis, Distributor has the right to return to
Cricket any undistributed Pins from its electronic inventory; provided, however,
that, except as provided elsewhere in this Agreement, Distributor may only
return unused Pins.


7.       DELIVERY, TITLE, RISK OF LOSS, SECURITY AND FRAUD CONTROL.
         ----------------------------------------------------------

         7.1      Distributor shall be responsible for all losses, damages,
claims resolution and liability caused by or related to the following security,
risk of loss and fraud control obligations:

                  (a) Distributor shall be responsible for the proper handling,
                      all risks of physical damage, protection from theft and
                      security of the Pins upon the electronic transmission of
                      the Pins to Distributor or its agent.

                  (b) Subject to the provisions of Section 7.4, Distributor
                      shall be responsible for fraud, theft or misuse of the
                      Pins by employees of Distributor and fraud, theft or
                      misuse occurring due to matters with Distributor's
                      reasonable control.

                  (c) Distributor shall provide to Cricket at all times during
                      the term of this Agreement, and for 60 days following any
                      expiration or termination of this Agreement, a cash
                      security deposit or equivalent letter of credit or
                      performance bond, in a form satisfactory to Cricket, equal
                      to the greater of (i) Forty Thousand Dollars ($40,000.00),
                      or (ii) an amount equal to four (4) days' sales of PINs
                      via POS Terminals at non-Cricket Locations, such amount to
                      be determined quarterly beginning on July 1, 2005 based on
                      the average day sales over the previous calendar quarter
                      (the "Security Deposit"), as security for the performance
                      of all of Distributor's obligations hereunder.
                      Notwithstanding the above, the initial Security Deposit


                                      -9-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                      shall equal $40,000 and shall be submitted to Cricket
                      within fifteen (15) days after execution of this
                      Agreement. Any subsequent changes in the amount of the
                      required Security Deposit shall be reflected in new
                      letters of credit or performance bonds, which shall be
                      submitted to Cricket within ten (10) business days of
                      Cricket's determination of the new Security Deposit
                      amount.

         7.2      Cricket shall be responsible for all losses, damages, claims
resolution and liability caused by or related to the following security, risk of
loss and fraud control obligations:

                  (a) Cricket shall be responsible for the proper security and
                      authorized use only by Cricket employees and/or agents of
                      Pins prior to electronic transmission of the Pins to
                      Distributor or its agent.

                  (b) Cricket shall be responsible for fraud, theft or misuse of
                      the products by Cricket employees or agents, or fraud,
                      theft or misuse occurring prior to or in the course of the
                      electronic transmission of Pins to Distributor or its
                      agent.

         7.3      Without any liability to Distributor, Cricket shall have the
right to immediately deactivate particular Pins, or batches of Pins in the event
Cricket reasonably believes these Pins have been improperly activated,
compromised or are the subject of fraud.

         7.4      Distributor expressly covenants and agrees to notify Cricket
of any fraud, loss, theft or misuse of any Pins (a "Loss Event") as soon as
practicable following learning of such an event. Distributor further agrees to
use commercially reasonable efforts to cause the Contracted Dealers to notify
Distributor or Cricket of any Loss Event as soon as practicable following
learning of such an event. Cricket hereby acknowledges its duty to undertake
diligent efforts to effect the deactivation of any Pins subject to a Loss Event
promptly following notice of such a Loss Event. If Cricket declines to
deactivate Pins after receipt of written notice of such a Loss Event,
Distributor shall be relieved of responsibility for all remaining activated
units on previously unused Pins which have not been deactivated.

         7.5      For a period of twelve (12) months after the termination of
this Agreement, Cricket shall have the right to audit Distributor's books and
records pertaining to transactions under this Agreement for purposes of
substantiating the funds received and deductions made by Distributor.
Distributor shall make such invoices, books and records available for review by
Cricket or Cricket's outside auditors, upon reasonable prior notice and during
customary business hours; provided that the purpose of such audit shall be only
for verification of Distributor's proper performance of it obligations hereunder
it being expressly understood that Distributor shall not be required to divulge
salary and overhead data or other internal cost information. The costs
associated with any such audit shall be borne by Cricket unless such audit
demonstrates that Distributor's fees collected exceeded the proper and accurate
amount of such fees by Five percent (5%), in which case Distributor shall bear
all costs associated with the audit. Distributor shall immediately refund any
overcharges to Cricket. For a period of twelve (12) months after the termination
of this Agreement, Distributor shall have the right to audit Cricket's books and
records pertaining to transactions under this Agreement for purposes of
clarifying any disputed amounts owing from Cricket or substantiating the funds
received and any discrepancies claimed by Cricket between amounts it has
received and amounts it believes it is owed.


8.       TAXES / SURCHARGES / FEES AND COSTS.
         ------------------------------------


                                      -10-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


         8.1      Distributor shall be responsible for any applicable state and
local taxes imposed on the distribution of Pins distributed hereunder. Cricket
shall not be responsible for those taxes that retailers and Distributor
customers are legally required under state and local law to collect from
Consumers at the point of sale.

         8.2      Each party will indemnify and hold the other harmless for,
from and against any liability resulting from any taxes, penalties and interest
relating to or arising out of the indemnifying party's failure to pay any tax as
required hereunder. Either party shall, at its option and expense have the right
to seek administrative relief, a ruling, judicial review or other appropriate
review (in a manner deemed appropriate by the party seeking such determination),
as to the applicability of any tax, penalty or interest, or to protest any
assessment and control any legal challenge to such assessment, but shall be
liable hereunder for any such amount ultimately determined to be due and all
reasonable costs and attorneys' fees incurred by the other party in connection
therewith.

         8.3      Distributor shall provide Cricket with valid and appropriate
resale tax exemption certificates and other similar documentation to demonstrate
under applicable law that Pins delivered under this Agreement to Distributor or
their customers are delivered for resale in the ordinary course of business and
therefore not subject to sales tax, if any, at the time of sale to Distributor
by Cricket.

         8.4      The parties agree to cooperate and provide reasonable
documentation of the facts upon any tax audits conducted by government taxing
authorities relating to purchases under this Agreement.


9.       TERMINATION/EXPIRATION.
         -----------------------

         9.1      Either party may terminate this Agreement, upon written notice
to the other party that such other party has failed to cure a material breach of
its obligations hereunder within thirty (30) calendar days after the delivery of
written notice describing such material breach. Either party hereto may
terminate this Agreement immediately upon written notice to the other party if
the other party commits a material breach which by its nature is incurable. This
Agreement shall terminate automatically upon Cricket' or Distributor's cessation
of business, election to dissolve, dissolution, insolvency, failure in business,
general assignment for the benefit of creditors, or filing of any petition in
bankruptcy or for relief under the provisions of the bankruptcy laws.

         9.2      In the event of termination or expiration of this Agreement:

                  (a) Cricket's obligations, if any, to deliver requested Pins
                      to Distributor shall immediately terminate and Distributor
                      shall promptly return all unsold Pins, but Cricket's
                      obligations to provide Wireless Services to Consumers that
                      purchased Pins from POS Terminals prior to termination or
                      expiration shall be a surviving and continuing obligation
                      of Cricket subject to the terms and conditions of service
                      applicable thereto.

                  (b) Distributor shall immediately cease operating as a
                      distributor of the Pins, and shall terminate all Cricket
                      Functionality on all POS Terminals. Distributor shall
                      further make all good faith efforts to recover and
                      exchange out all Cricket-specific or labeled POS Terminals
                      from the Contracted Dealers, or shall facilitate such
                      utilizing Cricket market personnel. Cricket Locations


                                      -11-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                      shall promptly return all POS Terminals to Distributor.

                  (c) Distributor shall pay to Cricket no later than 5:00PM on
                      the business day that is 30 days following the date of
                      termination or expiration of this Agreement all
                      outstanding amounts owed to Cricket relating to Pins sold
                      through the date of termination or expiration.


10.      CONF1DENTIALITY/PROPRIETARY INFORMATION/NONDIVERSION.
         -----------------------------------------------------

         10.1     Any specifications, drawing, sketches, models, samples, data,
computer programs or documentation, or technical or sales or business
information ("Information") furnished or disclosed in furtherance of this
Agreement shall be deemed the exclusive property of the disclosing party and,
when in tangible form, shall be returned to the disclosing party upon expiration
or termination of this Agreement, and when in intangible form, shall be
destroyed within five (5) calendar days after expiration or termination of this
Agreement. Unless such Information was previously known to the non-disclosing
party, free of any obligation to keep it confidential, or has been disclosed in
public domain, or has been or is subsequently made public by the disclosing
party or a third party, it should be held in confidence by the non-disclosing
party, shall be used only for the purposes hereunder, and may be used for other
purposes only upon such terms and conditions as may be mutually agreed upon in
writing. Distributor agrees to use its commercially reasonable efforts to cause
Contracted Dealers to comply with this Section 10.1 with regard to Cricket
Information provided to the sales locations.

         10.2     The parties agree that monetary damages for breach of
obligations under this section may not be adequate and that the non-breaching
party shall be entitled to injunctive relief with respect thereto without the
need to post a bond.

         10.3     During the term of this Agreement and for a period of two (2)
years after termination or expiration of this Agreement (whether voluntary or
involuntary, with or without cause), Distributor, its officers, directors,
employees, agents and any successor entity to Distributor shall not at any time
(i) request directly or indirectly any Cricket customer to curtail or cancel its
business with Cricket, (ii) otherwise solicit, divert or attempt to divert any
such customer from patronizing Cricket or its services, or (iii) following
knowledge that a Consumer using a POS Terminal is a Cricket customer by virtue
of the Consumer attempting to purchase a Cricket Pin using a POS Terminal,
Distributor will cause the POS Terminal to not offer or advertise any
non-Cricket wireless telephone services to such Consumer.









                                      -12-
<PAGE>

             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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



11.      TRADENAMES AND TRADEMARKS.
         --------------------------

         11.1     Periodically Cricket will publish a list of Marks that
Distributor and/or the Contracted Dealers are licensed to use under the
Agreement. Such list will also be supplemented with reasonable rules and
regulations pertaining to the Marks, which Distributor agrees to follow and to
use commercially reasonable efforts to cause the Contracted Dealers to follow.
Distributor acknowledges its right to use the Marks is derived solely from the
Agreement and is limited to the identification of Distributor as distributors of
Cricket Prepaid Wireless Services. Distributor agrees to comply, and to use
commercially reasonable efforts to cause the Contracted Dealers to comply, with
all reasonable rules and procedures pertaining to such Marks prescribed by
Cricket from time to time during the term of this Agreement.

         11.2     Each party acknowledges and agrees that: (i) the Marks of the
other party (the "Owning Party") are owned by the Owning Party, (ii) it will do
nothing inconsistent with such ownership, (iii) all use of the Marks of the
Owning Party by it shall inure to the benefit of and be on behalf of the Owning
Party, (iv) nothing in this grant shall give it any right, title or interest in
Owning Party's Marks other than the right to use the Owning Party's Marks in
accordance herewith and in furtherance of their respective obligations under
this Agreement, (v) it will not attack the Owning Party's title to the Owning
Party's Marks or the validity of this grant, and (vi) it will use the Owning
Party's Marks only in the form and manner prescribed from time to time by the
Owning Party, and not use other trademarks or service marks in combination with
any Owning Party Marks without the prior written approval of the Owning Party.
Distributor further agrees it will cause the Contracted Dealers to comply with
this Section 11.2 with regard to the use of Cricket Marks.

         11.3     This grant of a limited, nonexclusive authorization may not be
assigned to any other entity or party without the prior written approval of the
Owning Party.

         11.4     Each party agrees, at its own expense, to defend, indemnify
and hold the Owning Party harmless for, from and against any and all claims,
suits, actions, proceedings, judgments, damages, liabilities, costs and expenses
(including attorneys' fees) arising either from use of the Owning Party's Marks
by the indemnifying party, its agent or any third party authorized by the
indemnifying party (including the Contracted Dealers), or advertising claims
made in connection therewith, other than a claim based on an assertion by a
third party either that the Owning Party does not own the Marks and/or does not
have the right to grant the authorization provided heroin, or that the substance
of an advertising claim approved by the Owning Party is materially false or
misleading.

         11.5     Upon termination of this Agreement any permission or right to
use Distributor Marks or Cricket Marks granted hereunder will cease to exist and
the parties will immediately cease any use and Distributor shall use
commercially reasonable efforts to cause the sales locations to cease any use,
of such marks, and Distributor shall immediately cease referring to themselves
as a distributor for Cricket.


12.      ADVERTISING AND SALES COLLATERAL.
         ---------------------------------

         12.1     Sales Collateral. Cricket will provide Distributor with
collateral containing point of sale disclosure information, which will vary from
market to market and from time to time during the term of this Agreement.
Distributor agrees to use best efforts to cause all sales locations selling
products in accordance with this Agreement to display such collateral in a
conspicuous location and to ensure that copies of such collateral will be
provided by store personnel to all Consumers purchasing products. For the


                                      -13-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


purpose of the immediately preceding sentence best efforts shall mean (unless
the parties otherwise agree in writing) (i) delivering letters provided by
Cricket to every sales location that orders products hereunder instructing the
stores on how to display such collateral and the need to prominently display
such collateral in a conspicuous location; (ii) ensuring that such collateral,
including brochures, will be timely provided to the sales locations for
distribution to Consumers; and (iii) using best efforts to call each sales
location that orders products hereunder every three (3) weeks to inquire about
such sales locations need for additional point of sale disclosure brochures or
other disclosure materials. Distributor also agrees to use commercially
reasonable efforts to cause such collateral and point of sale information to be
removed from the sales locations, at Cricket's election, upon termination of
this Agreement.


13.      ADVERTISING REVIEW.
         -------------------

         Each party shall submit to the other party for review and approval, no
less than seventy-two (72) hours prior to the decision deadline, all
advertising, claims language and marketing materials (including but not limited
to business letterhead, business pins, print, radio or television advertising,
press releases, flyers, brochures, posters) and associated time frames that
reference either parties Marks, tradenames, or logos of Cricket. No response
shall be deemed to be a refusal to authorize.


 14.     PUBLICITY AND USE OF PARTY'S NAME.
         ----------------------------------

         Each party agrees that it shall not, without the prior written consent
of the other party, make any news release or public announcement, confirmation
or denial with respect to the use of either party's name or Marks or the
existence of the terms and conditions of all or any part of this Agreement or
any discussions or negotiations culminating herein, or the herein, or the fact
or nature of their participation hereunder, or any phase of any services
provided or activity conducted hereunder.


 15.     DISCLAIMER OF WARRANTY.
         -----------------------

         15.1     CRICKET MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED IN
FACT OR BY LAW, WHETHER OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE
OR OTHERWISE, CONCERNING ANY OF THE WIRELESS SERVICES, PINS, OR ANY MATERIALS TO
BE PROVIDED HEREUNDER.

         15.2     DISTRIBUTOR GRANTS A WARRANTY OF SIX (6) MONTHS ON THE POS
TERMINALS REGARDING FUNCTIONAL CAPABILITY AND STANDARD PERFORMANCE. EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, DISTRIBUTOR GRANTS NO ADDITIONAL
WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE POS TERMINALS OR ANY
SOFTWARE EMBEDDED THEREIN OR ANY OTHER PRODUCTS OR SERVICES IT PROVIDES,
INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, OR FREEDOM FROM COMPUTER VIRUS.


                                      -14-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


 16.     INDEMNIFICATION/LIMITATION OF LIABILITY
         ---------------------------------------

         16.1     Cricket on the one hand and Distributor on the other (each, an
"Indemnifying Party") agrees to indemnify, defend and hold harmless the other
party, its parent company, subsidiaries, affiliates, franchisees, employees,
partners, agents, and assigns for, from and against any and all liability to
third parties (including but not limited to liabilities, judgments, damages,
losses, claims, costs and expenses, including reasonable attorneys' fees)
arising from: (i) a breach by the Indemnifying Party of its obligations under
this Agreement, (ii) the acts, errors, representations, misrepresentations, or
negligence of the Indemnifying Party or its employees and agents; (iii) the
breach of any warranty, representation, law or ordinance by the Indemnifying
Party in connection with this Agreement; or (iv) the violation by the
Indemnifying Party of a third party's trade secrets, proprietary information,
trademarks, copyright or patent rights in connection with the performance of
services under this Agreement. Cricket's indemnity hereunder does not extend to
the acts or omissions of an original equipment manufacturer. This Section shall
survive the expiration or termination of this Agreement.

         16.2     Notwithstanding anything to the contrary herein, Distributor,
at its sole expense, shall indemnify, defend and hold Cricket, its parent
company, subsidiaries, affiliates, employees, partners, agents and assigns
harmless for, from and against any and all claims or actions brought against any
of them to the extent such claim or action is based on a claim that any of the
POS Terminals, Distribution Services or any intellectual property or processes
used in such POS Terminals or the delivery of the Pins via the POS Terminals
infringes any patent, copyright, trademark, service mark, trade secret, trade
name or other legally protected proprietary right of any third party. In such
cases, Distributor shall pay all costs, fees (including reasonable attorneys'
fees) and damages which may be incurred by Cricket and its parent company,
subsidiaries, affiliates, employees, partners, agents and assigns in connection
with any such claim or action, including but not limited to the settlement
thereof, and the cost of a license to continue the parties' use of such third
party's intellectual property if made available by such third party.

         16.3     EXCEPT WITH REGARD TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS
RELATING TO THIRD PARTY CLAIMS: (I) CRICKET'S LIABILITY FOR ANY CLAIMS BY
DISTRIBUTOR HEREUNDER, WHETHER OR NOT BASED IN WHOLE OR PART ON NEGLIGENCE,
SHALL NOT EXCEED THE PURCHASE PRICE HEREUNDER OF THE PRODUCTS IN RESPECT OF
WHICH THE CLAIM IS MADE, IF APPLICABLE; AND (II) NEITHER PARTY SHALL BE LIABLE
TO THE OTHER FOR ANY LOSS OF PROFIT, SPECIAL EXEMPLARY, PUNITIVE, INCIDENTAL OR
CONSEQUENTIAL DAMAGES THAT SUCH PARTY, ITS EMPLOYEES, AGENTS OR ASSIGNS, MAY
SUFFER WHICH ARE CAUSED BY OR RESULT FROM THE PERFORMANCE OR NON-PERFORMANCE OF
THIS AGREEMENT.


 17.     ARBITRATION/GOVERNING LAW.
         --------------------------

         17.1     Any claim, controversy or dispute between the parties that
cannot be settled by private negotiation shall be resolved by final and binding
arbitration. Such arbitration shall be conducted by a single arbitrator familiar
with the wireless telecommunications industry, in accordance with the
then-current Rules of Conciliation and Arbitration of the American Arbitration
Association. The arbitrator shall be bound to apply the laws of the State of New
York and, where applicable, federal statutory law. The arbitrator shall have
authority to award compensatory damages only. The arbitrator's award shall be
final and binding and may be entered in any court having jurisdiction thereof.
Each party shall bear its own costs and attorney's fees. Notwithstanding
anything to the contrary herein, neither party is precluded from seeking
injunctive relief in any court of competent jurisdiction.


                                      -15-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


         17.2     This Agreement, including all matters relating to the
validity, construction, performance and enforcement thereof, shall be governed
by the laws of the State of New York without giving reference to its principles
of conflicts of laws.


 18.     INSURANCE.
         ----------

         During the term of this Agreement, each party shall keep in force
adequate commercial general liability insurance, written on an occurrence basis,
with both product and contractual liability coverage of $3,000,000 in the
aggregate and per claim amounts of not less than $2,000,000.


19.      FORCE MAJEURE.
         --------------

         No party shall be deemed to be in default under this Agreement for any
delay or failure to perform (other than the payment of money due) resulting
from: (i) accidents, fire, labor disputes, acts of nature or other causes beyond
its reasonable control and without its fault or negligence; (ii) acts or
omissions of the other party; or (iii) compliance with any law, regulation
ruling, order or requirement of any federal, state or municipal government or
department or agency or court of competent jurisdiction. Any delay resulting
there from shall extend performance accordingly or excuse performance, in whole
or in part, as may be reasonable.


 20.     ASSIGNMENT.
         -----------

         Distributor may not assign or transfer this Agreement, without the
prior written consent of Cricket, which consent shall not be unreasonably
withheld. Cricket may assign this Agreement to any affiliate or to any successor
in interest to Cricket's business in one or more markets contained in the Area
with Distributor's consent not unreasonably withheld.


 21.     SEVERABILITY.
         -------------

         If any part of this Agreement proves to be invalid or unenforceable for
any reason, such invalidity will affect only the portion of this Agreement which
is invalid. In all other respects this Agreement will stand as if such invalid
or unenforceable provision had not been a part thereof and the remainder of this
Agreement shall remain in full force and effect.


 22.     WAIVER.
         -------

         Failure on the part of any party to complain of any act or failure to
act of any other party or to declare any party in default, irrespective of the
duration of such failure, shall not constitute a waiver of rights hereunder. No
waiver hereunder will be effective unless it is in writing and executed by the
party waiving the breach or default.


 23.     THIRD PARTY BENEFICIARIES.
         --------------------------


                                      -16-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


         This Agreement shall not provide any person or entity not a party to
this Agreement with any benefit, remedy, claim, liability, reimbursement, and
cause of action or other right. Consumers and Contracted Dealers shall in no way
be considered as third party beneficiaries or as parties under this Agreement.


 24.     NOTICES.
         --------

         Any notice to be given by the parties must be in writing, and shall be
deemed to have been given if delivered personally, or if sent by registered or
certified mail or overnight courier of delivery service to the parties at the
following addresses or such other address designated by notice. All notices
required to be delivered by the provisions of this Agreement shall be deemed so
delivered on the earlier of the date actually received or three (3) business
days after placement in the United States certified or registered mail, postage
prepaid and addressed to the party to be notified at its most current principal
business address of which the notifying party bas been notified.

         Notices to Cricket shall be addressed to:

                  Cricket Communications, Inc.
                  10307 Pacific Center Court
                  San Diego, CA 92121
                  Attn: General Counsel

         Notices to Distributor shall be addressed to:

                  Q Comm International, Inc.
                  510 E. Technology Ave., Bldg C
                  Orem, UT 84097


 25.     NON-EXCLUSIVE REMEDIES.
         -----------------------

         Except as provided in this Agreement, the parties' rights and remedies
under this Agreement will be cumulative and non-exclusive of any other rights or
remedies which either party may have by operation of law or otherwise.


26.      REPRESENTATION AND WARRANTY OF DISTRIBUTOR
         ------------------------------------------

         Distributor represents that it has all right and authorities required
to operate its business and that it has the authority to enter into this
Agreement without breaching any obligation or duty owed to any third party.
Distributor represents and warrants that it has all the necessary rights in and
to all software and processes used in the performance of it obligations
hereunder, in the POS Terminals and in the associated documentation in order to
grant the rights so granted hereunder and to perform its obligations hereunder
without violating the rights of any third party.


                                      -17-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


 27.     ENTIRE AGREEMENT.
         -----------------

         This Agreement, including all Exhibits, constitutes the entire
Agreement between the parties pertaining to the subject matter contained in it
and supersedes all prior and contemporaneous, written or oral, agreements,
representations and understandings of the parties. The parties acknowledge and
agree that there are no other representations, agreements and understandings
pertaining to the subject matter herein that the parties have relied on in
entering into this Agreement other than those stated in this Agreement. This
Agreement may be amended only by the mutual written agreement of the parties,
signed by an authorized officer or representative of each party and it shall not
be deemed to have been amended or any rights waived by any course of dealing or
course of performance between the parties.


 28.     COUNTERPARTS.
         -------------

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same document.

         IN WITNESS WHEREOF, the parties execute this Agreement, effective as of
the date set forth above.

CRICKET COMMUNICATIONS, INC.              Q COMM INTERNATIONAL, INC.


By:                                       By:
   -----------------------------------       ----------------------------------
       Authorized Signature                      Authorized Signature

Name:                                     Name:
     ---------------------------------         --------------------------------

Title:                                    Title:
      --------------------------------          -------------------------------












                                      -18-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                                    EXHIBIT A

                             Area (Cricket Markets)
                             ----------------------

                                      [***]












































                                      -19-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                                    EXHIBIT B

               Fees To Cricket For 3rd Party Products And Services
               ---------------------------------------------------

                                      [***]












































                                      -20-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                                    EXHIBIT C

         Approved Locations for POS Terminals with Cricket Functionality
         ---------------------------------------------------------------


                                      [***]

















































                                      -21-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                                    EXHIBIT D

                                Distribution Fees
                                -----------------

                                      [***]









































                                      -22-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                                    EXHIBIT E

                          Additional Obligations; SLAs
                          ----------------------------

                                      [***]






























































                                      -23-
<PAGE>


             CONFIDENTIAL INFORMATION OF Q COMM INTERNATIONAL, INC.

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


                              ESCALATION CONTACTS:


                                      [***]










































                                      -24-