Exhibit 10.2

                           Q COMM INTERNATIONAL, INC.
                           --------------------------

                          REGISTRATION RIGHTS AGREEMENT



                                  April 7, 2005
















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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Section 1 Definitions.........................................................1

        1.1   Certain Definitions.............................................1

Section 2 Registration Rights.................................................3

        2.1   Company Registration............................................3
        2.2   Registration on Form S-3........................................4
        2.3   Expenses of Registration........................................6
        2.4   Registration Procedures.........................................6
        2.5   Indemnification.................................................7
        2.6   Information by Holder...........................................9
        2.7   Restrictions on Transfer........................................9
        2.8   Rule 144 Reporting.............................................11
        2.9   Delay of Registration..........................................11
        2.10  Transfer or Assignment of Registration Rights..................11
        2.11  Limitations on Subsequent Registration Rights..................11
        2.12  Termination of Registration Rights.............................12

Section 3 Miscellaneous......................................................12

        3.1   Amendment......................................................12
        3.2   Notices........................................................12
        3.3   Governing Law..................................................13
        3.4   Successors and Assigns.........................................13
        3.5   Entire Agreement...............................................13
        3.6   Delays or Omissions............................................13
        3.7   Severability...................................................13
        3.8   Titles and Subtitles...........................................13
        3.9   Counterparts...................................................13
        3.10  Telecopy Execution and Delivery................................13
        3.11  Jurisdiction; Venue............................................14
        3.12  Further Assurances.............................................14
        3.13  Attorneys' Fees................................................14
        3.14  Aggregation....................................................14
        3.15  Obligation of Company..........................................14







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                           Q COMM INTERNATIONAL, INC.


                          REGISTRATION RIGHTS AGREEMENT


         This  Regstration  Rights  Agreement  (this  "Agreement")  is made  and
entered  into as of April 7, 2005,  by and among Q Comm  International,  Inc., a
Utah  corporation  (the  "Company"),  and the persons  and  entities  (each,  an
"Investor" and collectively, the "Investors") listed on Exhibit A hereto. Unless
otherwise  defined  herein,  capitalized  terms used in this  Agreement have the
meanings ascribed to them in Section 1.

                                    Recitals

         Whereas the Company has sold Shares of the  Company's  Common  Stock to
the Investors  listed on Exhibit A hereto  pursuant to the Purchase  Agreements;
and

         Whereas,  in  connection  with the sale of these  Shares,  the  Company
desires  to grant  registration  rights to the  Investors,  which will allow the
Investors to resell the shares in the public market upon certain conditions;

         NOW,  THEREFORE:  In consideration of the mutual promises and covenants
set forth herein, and other consideration,  the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:

                                    Section 1
                                   Definitions
                                   -----------

       1.1    Certain  Definitions.  As used in this  Agreement,  the  following
terms shall have the meanings set forth below:

         (a)      "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

         (b)      "Common Stock" means the Common Stock of the Company.

         (c)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
as  amended,  or any  similar  successor  federal  statute  and  the  rules  and
regulations  thereunder,  all as the same shall be in effect  from time to time.


         (d)      "Holder"  shall  mean  any  Investor  who  holds   Registrable
Securities  and any holder of  Registrable  Securities to whom the  registration
rights  conferred by this  Agreement  have been duly and validly  transferred in
accordance with Section 2.10 of this Agreement.

         (e)      "Indemnified  Party"  shall  have  the  meaning  set  forth in
Section 2.5(c) hereto.

         (f)      "Indemnifying  Party"  shall  have the  meaning  set  forth in
Section 2.5(c) hereto.

         (g)      "Investors"  shall mean the  persons  and  entities  listed on
Exhibit A hereto.


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         (h)      "Purchase   Agreements"   shall   mean  the   Stock   Purchase
Agreements,  dated the same date as this Agreement,  that have been entered into
severally between the Company and each of the Investors.

         (i)      "Registrable Securities" shall mean (i) shares of Common Stock
issued pursuant to the Purchase Agreements and (ii) any Common Stock issued as a
dividend  or  other  distribution  with  respect  to or in  exchange  for  or in
replacement  of the shares  referenced  in (i) above;  provided,  however,  that
Registrable Securities shall not include any shares of Common Stock described in
clause (i) or (ii) above which have  previously  been  registered  or which have
been sold to the public either pursuant to a registration statement or Rule 144,
or which  have  been  sold in a private  transaction  in which the  transferor's
rights under this  Agreement are not validly  assigned in  accordance  with this
Agreement.

         (j)      The terms "register,"  "registered" and  "registration"  shall
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement in compliance  with the Securities  Act and the  applicable  rules and
regulations thereunder,  and the declaration or ordering of the effectiveness of
such registration statement.

         (k)      "Registration  Expenses"  shall mean all expenses  incurred in
effecting  any  registration  pursuant  to this  Agreement,  including,  without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, blue sky fees and expenses,  and expenses of any regular or special
audits incident to or required by any such  registration,  but shall not include
Selling Expenses and the compensation of regular employees of the Company.

         (l)      "Restricted  Securities" shall mean any Registrable Securities
required to bear the legend set forth in Section 2.7(c) hereof.

         (m)      "Rule  144"  shall  mean  Rule  144  as   promulgated  by  the
Commission  under the  Securities  Act, as such Rule may be amended from time to
time, or any similar successor rule that may be promulgated by the Commission.

         (n)      "Rule  145"  shall  mean  Rule  145  as   promulgated  by  the
Commission  under the  Securities  Act, as such Rule may be amended from time to
time, or any similar successor rule that may be promulgated by the Commission

         (o)      "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended,  or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.

         (p)      "Selling  Expenses"  shall  mean all  underwriting  discounts,
selling  commissions,  and  stock  transfer  taxes  applicable  to the  sale  of
Registrable Securities and fees and disbursements of counsel for any Holder.

         (q)      "Shares"  shall  mean the  shares of Common  Stock held by the
Investors.


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                                   Section 2

                               Registration Rights
                               -------------------

       2.1    Company Registration.

         (a)      Company  Registration.  If  the  Company  shall  determine  to
register  any of its  securities  either for its own account or the account of a
security  holder or holders,  other than a registration  pursuant to Section 2.2
herein, a registration relating solely to employee benefit plans, a registration
relating to the offer and sale of debt securities,  a registration relating to a
corporate reorganization or other Rule 145 transaction, or a registration on any
registration form that does not permit secondary sales, the Company will:

                  (i)      promptly   give   written   notice  of  the  proposed
registration to all Holders; and


                  (ii)     use its  reasonable  best  efforts to include in such
registration  (and  any  related  qualification  under  blue  sky  laws or other
compliance),   except  as  set  forth  in  Section  2.1(b)  below,  and  in  any
underwriting  involved  therein,  all  of  such  Registrable  Securities  as are
specified  in a written  request  or  requests  made by any  Holder  or  Holders
received by the Company  within fifteen (15) days after such written notice from
the Company is mailed or  delivered.  Such written  request may specify all or a
part of a Holder's Registrable Securities for inclusion in such registration.

                  (b)      Underwriting.   If  the  registration  of  which  the
Company  gives  notice  is  for  a  registered  public  offering   involving  an
underwriting,  the Company  shall so advise the Holders as a part of the written
notice  given  pursuant to Section  2.1(a)(i).  In such event,  the right of any
Holder to  registration  pursuant to this Section 2.1 shall be conditioned  upon
such  Holder's  participation  in such  underwriting  and the  inclusion of such
Holder's  Registrable  Securities  in the  underwriting  to the extent  provided
herein.  All Holders  proposing  to  distribute  their  securities  through such
underwriting  shall  (together  with  the  Company  and  the  other  holders  of
securities of the Company proposing to distribute their securities  through such
underwriting)  enter into an  underwriting  agreement in customary form with the
representative of the underwriter or underwriters selected by the Company.

         Notwithstanding  any  other  provision  of  this  Section  2.1,  if the
underwriters  advise the Company in writing  that  marketing  factors  require a
limitation  on the number of shares to be  underwritten,  the  underwriters  may
(subject to the  limitations  set forth below)  limit the number of  Registrable
Securities  to be included in the  registration  and  underwriting.  The Company
shall so advise  all  holders of  securities  requesting  registration,  and the
number  of  shares  of  securities  that  are  entitled  to be  included  in the
registration and underwriting shall be allocated,  as follows: (i) first, to the
Company for  securities  being sold for its own  account,  (ii)  second,  to the
Holders  requesting  to  include  Registrable  Securities  in such  registration
statement  based on the pro rata  percentage of Registrable  Securities  held by
such  Holders,  (iii) third,  to the other  selling  stockholders  requesting to
include  other  shares  in such  registration  statement  based  on the pro rata
percentage of other shares held by such other selling stockholders.  If a person
who has  requested  inclusion in such  registration  as provided  above does not
agree to the terms of any such underwriting,  such person shall also be excluded
therefrom by written notice from the Company or the underwriter. Any Registrable
Securities  or other  securities  excluded or withdrawn  from such  underwriting
shall also be withdrawn from such registration.  If shares are so withdrawn from
the  registration  and if the number of shares of  Registrable  Securities to be
included in such  registration  was previously  reduced as a result of marketing


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factors pursuant to Section 2.1(b),  the Company shall then offer to all persons
who have retained the right to include  securities in the registration the right
to include  additional  securities in the  registration  in an aggregate  amount
equal to the number of shares so  withdrawn,  with such  shares to be  allocated
among the persons requesting additional inclusion in the manner set forth above.

                  (c)      Right to Terminate  Registration.  The Company  shall
have the right to terminate or withdraw any  registration  initiated by it under
this Section 2.1 prior to the effectiveness of such registration, whether or not
any Holder has elected to include securities in such registration.

       2.2    Registration on Form S-3.

         (a)      Request for Form S-3  Registration.  The Company shall use its
reasonable  best efforts to qualify itself to register it securities on Form S-3
or any comparable or successor form or forms of the  Commission.  Subject to the
conditions  set forth in this Section 2.2, if the Company  shall  receive from a
Holder or Holders of Registrable  Securities a written  request that the Company
effect any  registration  on Form S-3 or any  similar  short  form  registration
statement with respect to all or part of the Registrable  Securities  (with such
request stating the number of shares of Registrable Securities to be disposed of
and the  intended  methods  of  disposition  of such  shares  by such  Holder or
Holders), the Company will:

                  (i)      promptly   give   written   notice  of  the  proposed
registration to all other Holders; and

                  (ii)     as soon as  practicable,  file and use its reasonable
best efforts to effect such registration (including,  without limitation, filing
post-effective amendments,  appropriate qualifications under applicable blue sky
or other state securities  laws, and appropriate  compliance with the Securities
Act) and to  permit  or  facilitate  the sale  and  distribution  of all or such
portion  of such  Registrable  Securities  as are  specified  in  such  request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written  request  received
by the  Company  within  twenty  (20) days after such  written  notice  from the
Company is mailed or delivered.

         If, at the time the Holder(s) make a request for a registration on Form
S-3  pursuant to this  Section 2.2, the Company does not qualify to use Form S-3
pursuant the  qualification  requirements of that form (or cannot  reasonably be
expected to so qualify within sixty (60) days of such request), then the Company
shall be required to file a  registration  on Form S-1 or such other form of the
Commission that would allow the Holders to sell the Registrable  Securities in a
registered  offering.  In such instance,  all the provisions of this Section 2.2
shall continue to apply to such alternative form of registration.

         (b)      Limitations on Form S-3 Registration. The Company shall not be
obligated  to  effect,  or take any  action  to  effect,  any such  registration
pursuant to this Section 2.2:

                  (i)      Prior to one hundred  and eighty  (180) days from the
date of this Agreement

                  (ii)     In any particular  jurisdiction  in which the Company
would be  required  to  execute a general  consent  to  service  of  process  in
effecting such registration, qualification, or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;


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                  (iii)    If the  Holders,  together  with the  holders  of any
other  securities  of the Company  entitled to inclusion  in such  registration,
propose to sell  Registrable  Securities  and such other  securities (if any) on
Form S-3 at an aggregate price to the public of less than Five Hundred  Thousand
Dollars ($500,000); or

                  (iv)     If,  in any  twelve-month  period,  the  Company  has
already effected two (2) such registrations in such period.

         (c)      Deferral.  If (i) in the good faith  judgment  of the Board of
Directors of the Company (the "Board"),  the filing of a registration  statement
covering the  Registrable  Securities  would be  materially  detrimental  to the
Company and the Board concludes,  as a result,  that it is in the best interests
of the Company to defer the filing of such registration  statement at such time,
and (ii) the Company shall  furnish to such Holders a certificate  signed by the
President of the Company, stating that, in the good faith judgment of the Board,
it  would  be  materially  detrimental  to the  Company  for  such  registration
statement to be filed in the near future and that it is, therefore,  in the best
interests  of the  Company to defer the filing of such  registration  statement,
then the  Company  shall have the right to defer such filing for a period of not
more than ninety (90) days after receipt of the request of the Holder or Holders
under this Section 2.2; provided that the Company shall not defer its obligation
in this manner more than once in any twelve-month period.

         (d)      Underwriting.  If  the  Holder(s)  intend  to  distribute  the
Registrable  Securities  covered by their  request by means of an  underwriting,
they shall so advise the  Company as a part of their  request  made  pursuant to
this Section 2.2 and the Company shall include such  information  in the written
notice  given  pursuant to Section  2.2(a)(i).  In such event,  the right of any
Holder to include  all or any  portion  of its  Registrable  Securities  in such
registration  pursuant  to this  Section  2.2  shall be  conditioned  upon  such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable  Securities in such registration to the extent provided herein.  The
Company  shall  (together  with all  Holders  and  other  persons  proposing  to
distribute  their   securities   through  such   underwriting)   enter  into  an
underwriting  agreement  in  customary  form  with  the  representative  of  the
underwriter or underwriters  selected for such underwriting by such Holders that
hold a majority in interest of the  Registrable  Securities  to be registered in
such registration, which underwriters are reasonably acceptable to the Company.

         Notwithstanding  any  other  provision  of  this  Section  2.2,  if the
underwriters  advise the Initiating  Holders in writing that  marketing  factors
require a limitation on the number of shares to be  underwritten,  the number of
Registrable  Securities  and  other  Shares  that  may be so  included  shall be
allocated  as  follows:  (i)  first,  among all  Holders  requesting  to include
Registrable  Securities  in such  registration  statement  based on the pro rata
percentage of Registrable  Securities held by such Holders;  (ii) second, to the
Company,  for its own account;  and (iii) to other selling  stockholders holding
other Shares.

         If a  person  who  has  requested  inclusion  in such  registration  as
provided above does not agree to the terms of any such underwriting, such person
shall be excluded therefrom by written notice from the Company, the underwriter,
or the Holder(s).  The  Registrable  Securities or other  securities so excluded
shall also be withdrawn from such  registration.  Any Registrable  Securities or
other  securities  excluded or withdrawn  from such  underwriting  shall also be
withdrawn  from  such  registration.   If  Shares  are  so  withdrawn  from  the
registration and if the number of Shares to be included in such registration was
previously  reduced as a result of  marketing  factors  pursuant to this Section
2.2(d),  then the  Company  shall then offer to all  Holders  who have  retained
rights to include securities in the registration the right to include additional


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Registrable  Securities in the  registration in an aggregate amount equal to the
number of shares so  withdrawn,  with such  shares to be  allocated  among  such
Holders requesting additional inclusion, as set forth above.

       2.3    Expenses of Registration.  All Registration  Expenses  incurred in
connection with  registrations  pursuant to Sections 2.1 and 2.2 hereof shall be
borne by the Company; provided,  however, that the Company shall not be required
to pay for any expenses of any registration proceeding begun pursuant to Section
2.2 if the registration request is subsequently  withdrawn at the request of the
Holders of a majority of the Registrable  Securities to be registered or because
a sufficient number of Holders shall have withdrawn so that the minimum offering
conditions  set forth in Section 2.2 are no longer  satisfied (in which case all
participating  Holders  shall bear such expenses pro rata among each other based
on the number of  Registrable  Securities  requested to be so  registered).  All
Selling  Expenses  relating to  securities  registered  on behalf of the Holders
shall be borne by the holders of securities  included in such  registration  pro
rata among each other on the basis of the number of  Registrable  Securities  so
registered.

       2.4    Registration Procedures. In the case of each registration effected
by the Company  pursuant to Section 2, the Company will keep each Holder advised
in writing as to the  initiation of each  registration  and as to the completion
thereof. At its expense, the Company will use its reasonable best efforts to and
as expeditiously as possible:

         (a)      Keep such  registration  effective  for a period ending on the
earlier of the date which is one hundred  twenty  (120) days from the  effective
date of the  registration  statement  or such time as the Holder or Holders have
completed the  distribution  described in the  registration  statement  relating
thereto; provided, however, that (i) such 120-day period shall be extended for a
period  of time  equal to the  period  the  Holder  refrains  from  selling  any
securities  included in such  registration  at the request of an  underwriter of
Common Stock (or other  securities) of the Company;  and (ii) in the case of any
registration  of  Registrable  Securities  on Form S-3 which are  intended to be
offered on a continuous or delayed basis,  subject to compliance with applicable
SEC  rules,  such  120-day  period  shall  be  extended  for up to 90  days,  if
necessary,   to  keep  the  registration  statement  effective  until  all  such
Registrable Securities are sold.

         (b)      Prepare  and file  with the  Commission  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities  covered by such  registration  statement for the period set forth in
subsection (a) above;

         (c)      Furnish such number of prospectuses, including any preliminary
prospectuses,  and other documents incident thereto,  including any amendment of
or supplement to the  prospectus,  as a Holder from time to time may  reasonably
request;

         (d)      Register   and   qualify  the   securities   covered  by  such
registration  statement  under  such other  securities  or Blue Sky laws of such
jurisdiction as shall be reasonably requested by the Holders; provided, that the
Company shall not be required in connection  therewith or as a condition thereto
to qualify to do business or to file a general  consent to service of process in
any such states or jurisdictions.

         (e)      Notify each seller of Registrable  Securities  covered by such
registration  statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act of the happening of any event


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as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not  misleading or incomplete in light of the  circumstances
then existing,  and following such notification  promptly prepare and furnish to
such seller a reasonable  number of copies of a supplement to or an amendment of
such  prospectus  as may be necessary so that,  as  thereafter  delivered to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a  material  fact or omit to state a  material  fact  required  to be  stated
therein or necessary to make the statements therein not misleading or incomplete
in light of the circumstances then existing;

         (f)      Furnish,  on the date that  such  Registrable  Securities  are
delivered  to the  underwriters  for sale,  if such  securities  are being  sold
through  underwriters,  (i) an  opinion,  dated as of such date,  of the counsel
representing  the Company for the  purposes  of such  registration,  in form and
substance as is customarily  given to  underwriters  in an  underwritten  public
offering, addressed to the underwriters,  if any, and reasonably satisfactory to
a majority in interest of the Holders  requesting  registration  of  Registrable
Securities  and  (ii) a  "comfort"  letter  dated  as of  such  date,  from  the
independent  certified public accountants of the Company,  in form and substance
as  is  customarily  given  by  independent   certified  public  accountants  to
underwriters in an underwritten public offering, addressed to the underwriters.

         (g)      Provide a transfer  agent and  registrar  for all  Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable  Securities,  in each case not later than the effective
date of such registration;

         (h)      Otherwise  comply with all applicable rules and regulations of
the  Commission,  and  make  available  to its  security  holders,  as  soon  as
reasonably  practicable,  an earnings  statement covering the period of at least
twelve months, but not more than eighteen months, beginning with the first month
after the effective date of the Registration Statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act;

         (i)      Cause  all such  Registrable  Securities  registered  pursuant
hereunder to be listed on each securities  exchange on which similar  securities
issued by the Company are then listed; and

         (j)      In connection  with any  underwritten  offering  pursuant to a
registration  statement  filed  pursuant to Section  2.2  hereof,  enter into an
underwriting agreement in form reasonably necessary to effect the offer and sale
of Common Stock,  provided such underwriting  agreement contains  reasonable and
customary provisions.

       2.5    Indemnification.

         (a)      To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, each of its officers,  directors and partners,  legal
counsel,  and  accountants  and each person  controlling  such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification,  or compliance has been effected  pursuant to this Section 2, and
each  underwriter,  if any, and each person who  controls  within the meaning of
Section 15 of the Securities Act any underwriter,  against all expenses, claims,
losses,  damages,  and liabilities (or actions,  proceedings,  or settlements in
respect  thereof)  arising  out of or based on:  (i) any  untrue  statement  (or
alleged  untrue  statement)  of a material  fact  contained or  incorporated  by
reference in any prospectus, offering circular, or other document (including any


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<PAGE>


related registration statement,  notification, or the like) incident to any such
registration,  qualification,  or  compliance,  (ii) any  omission  (or  alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading,  or (iii) any violation
(or  alleged  violation)  by  the  Company  of the  Securities  Act,  any  state
securities laws or any rule or regulation  thereunder  applicable to the Company
and relating to action or inaction  required of the Company in  connection  with
any offering covered by such registration, qualification, or compliance, and the
Company  will  reimburse  each such  Holder,  each of its  officers,  directors,
partners,  legal  counsel,  and  accountants  and each person  controlling  such
Holder,   each  such  underwriter,   and  each  person  who  controls  any  such
underwriter,  for any  legal  and any  other  expenses  reasonably  incurred  in
connection with  investigating  and defending or settling any such claim,  loss,
damage,  liability,  or action;  provided that the Company will not be liable in
any such case to the extent that any such claim,  loss,  damage,  liability,  or
action arises out of or is based on any untrue  statement or omission based upon
written  information  furnished  to the  Company  by  such  Holder,  any of such
Holder's officers, directors, partners, legal counsel or accountants, any person
controlling  such Holder,  such  underwriter or any person who controls any such
underwriter and stated to be specifically for use therein; and provided, further
that, the indemnity  agreement  contained in this Section 2.5(a) shall not apply
to amounts paid in settlement of any such loss,  claim,  damage,  liability,  or
action if such settlement is effected  without the consent of the Company (which
consent shall not be unreasonably withheld).

         (b)      To  the  extent   permitted  by  law,  each  Holder  will,  if
Registrable  Securities held by such Holder are included in the securities as to
which  such  registration,  qualification,  or  compliance  is  being  effected,
indemnify  and hold  harmless  the  Company,  each of its  directors,  officers,
partners,  legal counsel,  and accountants and each underwriter,  if any, of the
Company's securities covered by such a registration  statement,  each person who
controls the Company or such underwriter within the meaning of Section 15 of the
Securities Act, each other such Holder,  and each of their officers,  directors,
and  partners,  and each person  controlling  such  Holder,  against all claims,
losses,  damages and liabilities (or actions in respect  thereof) arising out of
or based on:  (i) any  untrue  statement  (or  alleged  untrue  statement)  of a
material fact contained or  incorporated  by reference in any such  registration
statement,  prospectus,  offering  circular,  or  other  document,  or (ii)  any
omission (or alleged  omission) to state  therein a material fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
will  reimburse the Company and such  Holders,  directors,  officers,  partners,
legal counsel, and accountants,  persons,  underwriters,  or control persons for
any  legal  or  any  other  expenses  reasonably  incurred  in  connection  with
investigating or defending any such claim, loss, damage,  liability,  or action,
in each case to the extent,  but only to the extent,  that such untrue statement
(or alleged untrue  statement) or omission (or alleged omission) is made in such
registration  statement,  prospectus,  offering  circular,  or other document in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by such Holder and stated to be specifically for use therein;  provided,
however,  that the  obligations  of such  Holder  hereunder  shall  not apply to
amounts paid in settlement of any such claims,  losses,  damages, or liabilities
(or actions in respect  thereof)  if such  settlement  is  effected  without the
consent of such Holder (which consent shall not be unreasonably  withheld);  and
provided that in no event shall any indemnity  under this Section 2.5 exceed the
net proceeds from the offering received by such Holder.

         (c)      Each party entitled to indemnification  under this Section 2.5
(the  "Indemnified  Party")  shall give notice to the party  required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit  the  Indemnifying  Party to  assume  the  defense  of such  claim or any
litigation  resulting  therefrom;  provided  that  counsel for the  Indemnifying
Party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not


                                      -8-
<PAGE>


be unreasonably  withheld),  and the  Indemnified  Party may participate in such
defense at such party's  expense;  and provided  further that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying Party of its obligations under this Section 2.5, to the extent such
failure is not  prejudicial.  No Indemnifying  Party, in the defense of any such
claim or litigation,  shall,  except with the consent of each Indemnified Party,
consent  to entry of any  judgment  or enter into any  settlement  that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  Indemnified  Party of a release  from all  liability in respect to such
claim or  litigation.  Each  Indemnified  Party shall  furnish such  information
regarding  itself  or  the  claim  in  question  as an  Indemnifying  Party  may
reasonably request in writing and as shall be reasonably  required in connection
with defense of such claim and litigation resulting therefrom.

         (d)      If the  indemnification  provided  for in this  Section 2.5 is
held by a court of competent  jurisdiction  to be  unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage, or expense referred to
herein,  then the Indemnifying  Party, in lieu of indemnifying  such Indemnified
Party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
Indemnified Party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.

         (e)      Notwithstanding   the  foregoing,   to  the  extent  that  the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into in connection with the underwritten  public offering are
in conflict with the foregoing  provisions,  the provisions in the  underwriting
agreement shall control.

       2.6    Information by Holder. Each Holder of Registrable Securities shall
furnish  to  the  Company  such  information   regarding  such  Holder  and  the
distribution  proposed by such Holder as the Company may  reasonably  request in
writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 2.

       2.7    Restrictions on Transfer.

         (a)      The  holder  of  each  certificate   representing  Registrable
Securities  by  acceptance  thereof  agrees to comply in all  respects  with the
provisions  of this  Section  2.7.  Each  Holder  agrees  not to make any  sale,
assignment,  transfer,  pledge or other disposition of all or any portion of the
Restricted Securities,  or any beneficial interest therein, unless and until the
transferee  thereof has agreed in writing for the benefit of the Company to take
and hold such  Restricted  Securities  subject to, and to be bound by, the terms
and conditions set forth in this Agreement,  including, without limitation, this
Section 2.7, except for transfers permitted under Section 2.8(b):


                                       -9-
<PAGE>


                  (i)      There  is then in  effect  a  registration  statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or

                  (ii)     Such Holder shall have given prior written  notice to
the Company of such Holder's  intention to make such  disposition and shall have
furnished   the  Company  with  a  detailed   description   of  the  manner  and
circumstances  of the  proposed  disposition,  and, if requested by the Company,
such Holder  shall have  furnished  the  Company,  at its  expense,  with (i) an
opinion of counsel,  reasonably  satisfactory to the Company, to the effect that
such  disposition  will not require  registration of such Restricted  Securities
under the Securities Act or (ii) a "no action" letter from the Commission to the
effect that the transfer of such securities without registration will not result
in a  recommendation  by the staff of the  Commission  that action be taken with
respect  thereto,  whereupon the holder of such Restricted  Securities  shall be
entitled to transfer such Restricted  Securities in accordance with the terms of
the notice delivered by the Holder to the Company. It is agreed that the Company
will not require opinions of counsel for transactions  made pursuant to Rule 144
except in unusual circumstances.

         (b)      Permitted  transfers  include (i) a transfer  not  involving a
change  in  beneficial  ownership,   or  (ii)  in  transactions   involving  the
distribution without consideration of Restricted Securities by any Holder to (x)
a parent,  subsidiary or other affiliate of Holder,  or (y) any of its partners,
members or other equity owners,  or retired  partners,  retired members or other
equity owners, or to the estate of any of its partners,  members or other equity
owners or retired  partners,  retired  members or other equity owners,  or (iii)
transfers in  compliance  with Rule 144(k),  as long as the Company is furnished
with satisfactory evidence of compliance with such Rule; provided, in each case,
that the  Holder  thereof  shall  give  written  notice to the  Company  of such
Holder's  intention  to effect such  disposition  and shall have  furnished  the
Company  with a detailed  description  of the manner  and  circumstances  of the
proposed disposition.

         (c)      Each  certificate  representing  Registrable  Securities shall
(unless  otherwise  permitted by the provisions of this Agreement) be stamped or
otherwise  imprinted  with a legend  substantially  similar to the following (in
addition to any legend required under applicable state securities laws):

                  THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS
                  AMENDED (THE "ACT"),  OR UNDER THE SECURITIES LAWS OF
                  CERTAIN STATES.  THESE SECURITIES MAY NOT BE OFFERED,
                  SOLD   OR   OTHERWISE    TRANSFERRED,    PLEDGED   OR
                  HYPOTHECATED  EXCEPT AS  PERMITTED  UNDER THE ACT AND
                  APPLICABLE   STATE   SECURITIES   LAWS   PURSUANT  TO
                  REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF
                  THESE  SECURITIES  MAY  REQUIRE AN OPINION OF COUNSEL
                  SATISFACTORY  TO THE ISSUER THAT SUCH OFFER,  SALE OR
                  TRANSFER,  PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES
                  WITH  THE  ACT AND ANY  APPLICABLE  STATE  SECURITIES
                  LAWS..

                                      -10-
<PAGE>


         The Holders consent to the Company making a notation on its records and
giving instructions to any transfer agent of the Restricted  Securities in order
to implement the restrictions on transfer established in this Section 2.7.

         (d)      The legend  referring  to federal  and state  securities  laws
identified in Section  2.7(c) hereof  stamped on a  certificate  evidencing  the
Restricted  Securities and the stock transfer  instructions and record notations
with  respect to such  Restricted  Securities  shall be removed  and the Company
shall issue a certificate  without such legend to the holder of such  Restricted
Securities if (i) such  securities are registered  under the Securities  Act, or
(ii) such  holder  provides  the Company  with an opinion of counsel  reasonably
acceptable  to the  Company to the effect that a public sale or transfer of such
securities may be made without  registration  under the Securities Act, or (iii)
such  holder  provides  the  Company  with  reasonable  assurances,   that  such
securities  can be sold pursuant to Section (k) of Rule 144 under the Securities
Act.

       2.8    Rule 144 Reporting.  With a view to making  available the benefits
of certain rules and  regulations of the Commission  that may permit the sale of
the Restricted Securities to the public without registration, the Company agrees
to use its reasonable best efforts to:

         (a)      Make  and  keep  public  information   regarding  the  Company
available  as those  terms  are  understood  and  defined  in Rule 144 under the
Securities Act;

         (b)      File with the  Commission  in a timely  manner all reports and
other  documents  required  of the  Company  under  the  Securities  Act and the
Exchange  Act at any  time  after  it  has  become  subject  to  such  reporting
requirements; and

         (c)      So long as a Holder owns any Restricted Securities, furnish to
the Holder forthwith upon written request a written  statement by the Company as
to its  compliance  with  the  reporting  requirements  of  Rule  144 and of the
Securities  Act and the  Exchange  Act,  a copy of the  most  recent  annual  or
quarterly  report of the Company,  and such other reports and documents so filed
as a Holder may reasonably  request in availing itself of any rule or regulation
of the  Commission  allowing  a  Holder  to sell  any  such  securities  without
registration.

       2.9    Delay of Registration.  No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any  controversy  that  might  arise  with  respect  to  the  interpretation  or
implementation of this Agreement.


       2.10   Transfer or Assignment of Registration Rights. The rights to cause
the Company to register securities granted to a Holder by the Company under this
Agreement  may be  transferred  or assigned  by a Holder  only to a  transferee,
assignee or holder of not less than 40,000 shares of Registrable  Securities (as
presently  constituted  and subject to subsequent  adjustments for stock splits,
stock  dividends,  reverse stock splits,  and the like);  provided that (i) such
transfer or assignment of Registrable  Securities is effected in accordance with
the terms of  Section  2.7 hereof and  applicable  securities  laws and (ii) the
transferee or assignee of such rights assumes in writing the obligations of such
Holder under this Agreement.

       2.11   Limitations on Subsequent  Registration Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of a the  holders  holding at least a majority  of the  Registrable  Securities,
enter into any agreement with any holder or prospective holder of any securities


                                      -11-
<PAGE>


of the Company giving such holder or prospective holder any registration  rights
the terms of which are pari  passu  with or  senior to the  registration  rights
granted to the Holders hereunder.

       2.12   Termination  of  Registration  Rights.  The right of any Holder to
request registration or inclusion in any registration pursuant to this Agreement
shall  terminate  on the  earlier  of:  (i) the  date on  which  all  shares  of
Registrable  Securities  held  any  Holder  that  holds  less  than  1%  of  the
outstanding  capital stock of the Company may immediately be sold under Rule 144
during any ninety (90)-day period, or (ii) five (5) years after the date of this
Agreement.


                                    Section 3

                                  Miscellaneous
                                  -------------

       3.1    Amendment.  Except as  expressly  provided  herein,  neither  this
Agreement nor any term hereof may be amended,  waived,  discharged or terminated
other than by a written instrument  referencing this Agreement and signed by (i)
the  Company  and  (ii)  the  Investors  holding  at  least  a  majority  of the
Registrable Securities then held by the Investors.  Any such amendment,  waiver,
discharge or termination  effected in accordance  with this  paragraph  shall be
binding upon each Investor.

       3.2    Notices.  All  notices  and  other   communications   required  or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified  mail,  postage  prepaid,  sent by  facsimile  or  electronic  mail or
otherwise delivered by hand or by messenger addressed:

         (a)      if to an Investor, at the Investor's address, facsimile number
or electronic mail address as shown in the Company's records,  as may be updated
in accordance with the provisions hereof;

         (b)      if to  any  Holder,  at  such  address,  facsimile  number  or
electronic  mail address as shown in the Company's  records,  or, until any such
holder so furnishes an address,  facsimile  number or electronic mail address to
the  Company,  then to and at the  address of the last holder of such shares for
which the Company has contact information in its records; or

         (c)      if  to  the  Company,  one  copy  should  be  sent  to Q  Comm
International,  Inc., 510 East Technology Avenue,  Building C, Orem, Utah 84097;
Telephone:  (801) 226-4222;  Facsimile:  (801) 222-9555;  Attn:  Chief Executive
Officer,  or at such other  address as the Company  shall have  furnished to the
Investors,  with a copy to Jones Waldo  Holbrook  McDonough,  PC, 170 South Main
Street, Suite 1500, Salt Lake City Utah, 84101; Attn: Ronald S. Poelman.

         Each such notice or other  communication shall for all purposes of this
Agreement  be treated as  effective  or having  been  given  when  delivered  if
delivered  personally,  or, if sent by mail, at the earlier of its receipt or 48
hours after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail,  addressed and mailed as aforesaid or, if
sent by  facsimile,  upon  confirmation  of  facsimile  transfer  or, if sent by
electronic  mail, upon  confirmation of delivery when directed to the electronic
mail address set forth on the Schedule of Investors.


                                      -12-
<PAGE>


       3.3    Governing Law. This Agreement shall be governed in all respects by
the  internal  laws of the State of Utah as applied to  agreements  entered into
among Utah  residents to be performed  entirely  within Utah,  without regard to
principles of conflicts of law.

       3.4    Successors and Assigns.  This  Agreement,  and any and all rights,
duties and obligations hereunder, shall not be assigned, transferred,  delegated
or sublicensed by any Investor without the prior written consent of the Company.
Any attempt by an Investor without such permission to assign, transfer, delegate
or sublicense any rights,  duties or obligations that arise under this Agreement
shall be void. Subject to the foregoing and except as otherwise provided herein,
the provisions of this  Agreement  shall inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties hereto.

       3.5    Entire   Agreement.   This  Agreement  and  the  exhibits   hereto
constitute the full and entire  understanding  and agreement between the parties
with regard to the subject  hereof and supercedes  all prior  understandings  or
agreements with regard to the subject matter hereof.

       3.6    Delays or Omissions. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party to this
Agreement  upon any breach or default of any other  party  under this  Agreement
shall impair any such right, power or remedy of such  non-defaulting  party, nor
shall it be  construed  to be a waiver  of any such  breach  or  default,  or an
acquiescence  therein,  or of or in any  similar  breach or  default  thereafter
occurring,  nor shall any  waiver of any  single  breach or  default be deemed a
waiver of any other breach or default theretofore or thereafter  occurring.  Any
waiver,  permit, consent or approval of any kind or character on the part of any
party of any breach or default under this  Agreement,  or any waiver on the part
of any party of any  provisions  or  conditions  of this  Agreement,  must be in
writing and shall be effective only to the extent specifically set forth in such
writing.  All  remedies,  either  under this  Agreement  or by law or  otherwise
afforded  to  any  party  to  this  Agreement,   shall  be  cumulative  and  not
alternative.

       3.7    Severability.  If any  provision of this  Agreement  becomes or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  portions of such  provision,  or such  provision in its entirety,  to the
extent  necessary,  shall be severed  from this  Agreement,  and such court will
replace such illegal,  void or unenforceable  provision of this Agreement with a
valid and enforceable  provision that will achieve, to the extent possible,  the
same economic, business and other purposes of the illegal, void or unenforceable
provision. The balance of this Agreement shall be enforceable in accordance with
its terms.

       3.8    Titles  and  Subtitles.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting  this Agreement.  All references in this Agreement to
sections,  paragraphs and exhibits shall,  unless otherwise  provided,  refer to
sections and paragraphs hereof and exhibits attached hereto.

       3.9    Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which  shall be  enforceable  against  the  parties  that
execute  such  counterparts,  and all of which  together  shall  constitute  one
instrument.

       3.10   Telecopy  Execution and Delivery.  A facsimile,  telecopy or other
reproduction of this Agreement may be executed by one or more parties hereto and
delivered  by such party by  facsimile  or any similar  electronic  transmission


                                      -13-
<PAGE>


device  pursuant  to which the  signature  of or on behalf of such  party can be
seen.  Such  execution  and  delivery  shall be  considered  valid,  binding and
effective  for all  purposes.  At the request of any party  hereto,  all parties
hereto agree to execute and deliver an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof.

       3.11   Jurisdiction;  Venue.  With respect to any disputes arising out of
or related to this Agreement,  the parties consent to the exclusive jurisdiction
of, and venue in, the state  courts in Salt Lake County in the State of Utah (or
in the event of  exclusive  federal  jurisdiction,  the  courts of the  Northern
District of Utah).

       3.12   Further  Assurances.  Each  party  hereto  agrees to  execute  and
deliver,  by the proper exercise of its corporate,  limited  liability  company,
partnership  or other  powers,  all such other and  additional  instruments  and
documents  and do all such  other acts and  things as may be  necessary  to more
fully effectuate this Agreement.

       3.13   Attorneys'  Fees.  In  the  event  that  any  suit  or  action  is
instituted to enforce any provision in this Agreement,  the prevailing  party in
such dispute shall be entitled to recover from the losing party all fees,  costs
and  expenses  of  enforcing  any right of such  prevailing  party under or with
respect to this Agreement,  including without  limitation,  such reasonable fees
and  expenses  of  attorneys  and  accountants,  which  shall  include,  without
limitation, all fees, costs and expenses of appeals.

       3.14   Aggregation.  All  shares  of Common  Stock  held or  acquired  by
affiliated entities or persons of an Investor (including but not limited to: (i)
a constituent partner or a retired partner of an Investor that is a partnership;
(ii)  a  parent,  subsidiary  or  other  affiliate  of  an  Investor  that  is a
corporation;  (iii) an immediate  family member living in the same household,  a
descendant,  or a  trust  therefore,  in  the  case  of an  Investor  who  is an
individual; or (iv) a member of an Investor that is a limited liability company)
shall be aggregated  together for the purpose of determining the availability of
any rights under this Agreement which are triggered by the beneficial  ownership
of a threshold number of shares of the Company's capital stock.

       3.15   Obligation of Company.  The Company  agrees to use its  reasonable
best efforts to enforce the terms of this Agreement,  to inform the Investors of
any breach  hereof (to the extent the  Company  has  knowledge  thereof)  and to
assist the  Investors  in the exercise of their  rights and the  performance  of
their obligations hereunder.



                  [Remainder of page intentionally left blank.]






                                      -14-
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have executed this Amended and
Restated  Investors'  Rights  Agreement  effective  as of the day and year first
above written.


                                       Q COMM INTERNATIONAL, INC.



                                       By:   ___________________________________

                                       Name: ___________________________________

                                       Title:___________________________________



If Investor is an individual:
                                       _________________________________________
                                       (Signature)

                                       _________________________________________
                                       (Name of Investor)


If Investor is an entity:              _________________________________________
                                       (Name of Investor)


                                       By_______________________________________
                                        (Signature of Authorized Representative)


                                       _________________________________________
                                       (Name of Authorized Representative)


                                       _________________________________________
                                       (Title of Authorized Representative)







                                      -15-
<PAGE>


                                    EXHIBIT A
                                    ---------

                                    INVESTORS