<PAGE>

                                                                   EXHIBIT 10.16

                             MEMORANDUM OF AGREEMENT
                  PENDING FINAL DRAFT OF DISTRIBUTION AGREEMENT

                                 BY AND BETWEEN
--------------------------------------------------------------------------------
                                  MARCECO LTD.
                                       AND
                           Q COMM INTERNATIONAL, INC.
--------------------------------------------------------------------------------

                          Executed on: February 5, 2003

         WHEREAS, Marceco Ltd. a Michigan-based Corporation, with its principal
offices located at 1133 Michigan Ave. N.E., Grand Rapids, MI 49503 is a
Independent Sales Organization (ISO) maintaining point-of-sale distribution
channels (hereinafter referred to as "Marceco").

         WHEREAS Q COMM International, Inc. a Utah corporation with principal
offices located at 1145 South 1680 West Orem, UT 84058-4930 (hereinafter
referred to as "Q COMM") holds ownership and trademark of a comprehensive
prepaid management system through its Qxpress(TM) Point-of-Sale activation
terminal ("Qxpress(TM)") and the Q COMM telecommunications network ("Qxpress
Services"); and

         WHEREAS Q COMM desires to distribute Qxpress(TM) terminals in
conjunction with Qxpress Services to the point of sale vendors available to
Marceco through its distribution channels, and, mutually Marceco desires to
market and activate Qxpress(TM) terminals and Qxpress Services through its
available prepaid point-of-sale vendors;

         AND WHEREAS, Q COMM and Marceco also desire to formalize a timetable
for a final written Agreement embodying all terms and conditions of their
commercial relationship.

         NOW, WHEREFORE, IN CONSIDERATION OF MUTUAL COVENANTS AND PROMISES SET
FORTH HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT AND
ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, THE SIGNATORIES OF THIS DOCUMENT DO
HEREBY IRREVOCABLY UNDERSTAND AND AGREE AS FOLLOWS:

         1.)  After a series of initial negotiations, Q COMM and Marceco
              (collectively called "Parties") hereby agree to a ninety (90)
              business day period in order to resolve all final drafts of
              Distribution Agreement for distribution of Qxpress(TM)terminals
              and Qxpress Services to Marceco point-of-sale vendors (hereafter
              called "Distribution Agreement") if deemed necessary. This time
              period shall begin on the executed day of this Agreement and
              continue for ninety (90) business days thereafter. Neither Party
              shall actively seek to engage competitors to replace the other and
              shall work with all due diligence to finalize the business
              contemplated. Unless stipulated in writing by the Parties the
              deadline for the completion of the Distribution Agreement shall be
              180 days from MOA effective date.

         2.)  Marceco shall undertake market testing by the immediate offering
              and placement of Qxpress(TM) terminals and Qxpress Services (see
              Addendum "A" for a copy of the Services & Rental Agreement and ACH
              Agreement). This test period shall commence on the executed day of
              this Agreement and shall continue until a final Distribution
              Agreement is signed, or this Agreement expires.

         3.)  All Qxpress(TM) terminals placed by Marceco are the sole property
              of Q Comm, unless otherwise purchased. Any and all warranties
              either express or implied or claims of merchantability on the
              Qxpress(TM) terminals are the sole responsibility of Q COMM. All
              liability for non-payment or non-sufficient funds for the Merchant
              account remain the sole responsibility of Marceco.

        4.)   Marceco shall make no representations outside of those provided by
              Q COMM regarding the Qxpress(TM) unit or Qxpress Services during
              this test period.

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<PAGE>

        5.)   Q COMM shall receive as compensation from Marceco for all
              Qxpress(TM) terminals purchased for delivery $495.00 per unit
              (F.O.B. Utah) through the Weekly Rental Program. Marceco is
              responsible for all Qxpress terminals and condition.

        6.)   Q Comm will receive three percent (3%) of the gross sale revenue
              through Qxpress(TM) terminals for services rendered (see Schedule
              A). Q Comm will conduct a weekly/daily ACH on all parties. This
              percentage will be paid through that ACH process.

        7.)   Products from the Q Comm Product Library (see Schedule B) are
              available for use by ISO. Each wireless product provided on
              consignment (from the Product Library) must generate $200.00 per
              month per location in gross revenue. If this revenue level is not
              met, Q Comm reserves the right to remove the product from the
              Merchant's terminal. If the Merchant wishes to continue to have
              that product on their Qxpress(TM) terminal, they will be
              responsible for purchasing the inventory in advance for that
              product.

        8.)   Q COMM shall provide a non-exclusive Agreement subject to the
              Services Schedule of performance.

        9.)   This Agreement shall be governed by International law and the
              governing law of the state of Utah, without any regard to conflict
              of law principals, The Parties further agree that any and all
              controversies arising from this Agreement shall be submitted
              binding arbitration pursuant to the rules of the American
              Arbitration Association and be settled with finality through
              arbitration by the American Arbitration Association.

       10.)   Except as otherwise set forth herein, no express or implied
              license or other right of any kind are granted to ISO regarding
              the POS terminals or the POS System and ISO acknowledges that the
              POS Systems and all right, title and interest therein, including
              without limitation any copyright, patent, trade secret or other
              intellectual property right in and to the POS System are the sole
              property of Q Comm. Except as otherwise set forth herein, ISO may
              not (i) modify, adapt, translate, reverse engineer, decompile or
              disassemble the POS System Software (except to the extent
              applicable law specifically permits such activity); (ii) create
              derivative works based on the POS System Software; (iii) except as
              otherwise agreed by Q Comm, reproduce or make copies of the POS
              System Software or any part thereof except for backup for archival
              purposes; (iv) market, sell, distribute or transfer the Terminal
              Software or any part thereof to any third party except Retail
              Dealers, or permit any third party to use the POS Software without
              Q Comm's prior written consent; (v) sublicense or otherwise
              transfer the POS System Software to any other distributors,
              sub-distributors or resellers; (vi) transfer the POS System
              Software or POS Terminals to any Retail Dealers which ISO knows or
              reasonably ought to know is purchasing it for export from the
              Territory; or (vii) rent or timeshare the POS System Software. Q
              Comm reserves all rights not expressly granted herein. ISO agrees
              not to reverse engineer, disassemble, decompile or otherwise
              attempt to derive source code, trade secrets, programming concepts
              or methods or Confidential Information from the POS System
              Software. Any breach of this Section shall be deemed a material
              breach of this Agreement.

       11.)   Should the Parties fail to conclude the business contemplated
              within the ninety (90) business day timetable set by Article 1 of
              this Agreement, the terms of this Agreement may be extended for
              any amount of time by written consent of both Parties, such
              written consent shall thereafter be attached to this Agreement and
              incorporated as Amendments to this Agreement pursuant to this
              Article. Should both Parties fail to consent to the extension of
              this Agreement, this Agreement shall immediately expire as to all
              articles, except Article 3; Article 7; Article 9; and Article 10
              which shall remain in force for the entirety of operation of
              Qxpress(TM)terminals and Qxpress Services place by Marceco.

       12.)   Each party represents and warrants to the other party that it is
              under no current obligation or restriction, nor will it knowingly
              assume any such obligation or restriction that does or would in
              any way interfere or conflict with, or that does or would present
              a conflict of interest concerning the performance to be rendered
              hereunder or the rights and licenses granted herein.

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<PAGE>

       13.)   This Agreement may be dissolved only by written consent of both
              Parties under a Distribution Agreement or and expiration of time
              as in Article 1, or any similarly constructed written Agreement
              between the Parties, that specifically incorporates and dissolves
              this Agreement in its recitals.


IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seal on
this 3rd day of February, 2003 and that this date shall be the Executed Date of
this Agreement.



Q COMM International, Inc.

By:  /s/Stephen Flaherty
   ---------------------------------------
           Signature

Name:    Stephen Flaherty
     -------------------------------------

Title:   President
      ------------------------------------


LICENSEE
Marceco Ltd.

By:        /s/ David Den Herder
   ---------------------------------------
           Signature

Name:      David Den Herder
     -------------------------------------

Title:     President
      ------------------------------------


         Schedules
         ---------

         A = Fees & Services
         B = Q Comm Product Library
         C = Services & Rental Agreement (Merchant)
         D = ACH Agreement (ISO & Merchant)

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<PAGE>

                                   Schedule A
                                   ----------
                                 Fees & Services

Executive Summary - Fees

1. Data Center Fee                 3%

2. Rental Fee per terminal         $6.00 / week

3. Performance Minimum Required    $300.00 / terminal / week

4. Minimum Performance Fee         $8.95 / terminal / week (if minimum not met)

5. Agreement Term                  2 years


Service Overview

1. Definitions:

   |X| Independent Sales Organization (ISO) Model - This model assumes
       that the Q Comm Data Center will support all Qxpress(TM) terminal
       hardware in the delivery of prepaid services.

2. Term: Two (2) years

3. ISO Model Fees:

   |X| Q Comm will receive 3% of all gross revenue.

       This fee will include the following Support Services:

            1. Data Base Administration & Management
               New account set-up, updating / maintenance of all accounts,
               current to the day.

            2. Billing / ACH
               Electronic fund collection from all parties per contract with
               disbursement to all participants in the distribution channel.
               ACH is schedule on a weekly or daily basis per contract. ACH
               must be daily if supporting prepaid MasterCard and/or if daily
               gross revenue exceeds $500.00.

            3. Reporting
               Web & electronic reporting of all transactions for each member
               of the distribution channel. Custom reporting is available.

            4. Product Management
               Create new products, edit existing products, adding to
               existing products, removing existing products.

            5. Pin Management
               Add PINs to new products, add PINs to existing products,
               provide PIN status reports by product, alert Distributor / ISO
               when PINs are low.

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<PAGE>

   |X| Terminal Performance Fees:
       $300 weekly revenue minimum per terminal must be maintained
       $8.95 weekly service fee per terminal if minimum revenues is not obtained

4. Qxpress(TM) 200 (Prepaid Services POSA System)

       Weekly Rental Program or Purchase

         |X| Sale price per unit - $495.00*
         |X| $6.00 / week rental fee
         |X| Term - Three (3) years
                Year 1 - 25% of total payments apply towards purchase
                Year 2 - 50% of the fees apply towards purchase
                Year 3 - 75% of total payment applies towards the purchase

         *Quantity pricing available

       Demonstration terminals are available to rent:

         |X| Rent - $35.00 per month (for the first 2 demo units)
                    $50.00 per month (for any additional units)

5. Products - As defined by ISO (see Schedule B).

   |X| ISO may bring carrier relationships and PINs for Q Comm to manage
       exclusively for the ISO.
   |X| Q Comm has a library of products from which ISO may select at his
       discretion.

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<PAGE>

                                   Schedule B
                                   ----------
                             Q Comm Product Library
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                  Product                       Margin to ISO               Price                    Notes
----------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>                   <C>
Calling Card - 1.0(cent)/ Min U.S.                   42%               1.0(cent)/ min U.S.   59(cent)connect fee / 50(cent)
                                                                                                    Monthly Mtc.
----------------------------------------------------------------------------------------------------------------------------
Calling Card - 5.9(cent)/ Min U.S.                   40%               5.9(cent)/ min U.S.     Flat rate, no connect fee
                                                                                                   / No mtc. fee
----------------------------------------------------------------------------------------------------------------------------
Calling Card - 10.8(cent)/ Min Mexico                42%             10.8(cent)/ min Mexico     No connect fee / 99(cent)
                                                                                                   Monthly Mtc.
----------------------------------------------------------------------------------------------------------------------------
AT&T Prepaid Long Distance                           33%               $4.00 - 30 min             No expiration period
                                                                       $7.00 - 60 min
                                                                       $25.00-300 min
----------------------------------------------------------------------------------------------------------------------------
Pennies Rule - AT&T Long Distance                    38%               1.9(cent)/ min U.S.   79(cent)connect fee / 12(cent)
                                                                                                  Weekly Mtc.
----------------------------------------------------------------------------------------------------------------------------
Verizon Airtime                                      20%                  $30 - 35(cent)       Additional Fee for roaming
                                                                          $50 - 30(cent)
                                                                          $75 - 28(cent)
                                                                         $150 - 25(cent)
----------------------------------------------------------------------------------------------------------------------------
Cingular Airtime                                     24%                  $10 - 50(cent)       Additional fee for roaming
                                                                          $20 - 40(cent)
                                                                          $30 - 35(cent)
                                                                          $50 - 30(cent)
                                                                         $100 - 25(cent)
----------------------------------------------------------------------------------------------------------------------------
AT&T Airtime                                         21%                 Local Plan                National Plan
                                                                          $25 - 35(cent)          $25 - 65(cent)
                                                                          $50 - 30(cent)          $50 - 50(cent)
                                                                         $100 - 25(cent)          $100 - 35(cent)
                                                                         $200 - 15(cent)          $200 - 25(cent)
----------------------------------------------------------------------------------------------------------------------------
T-Mobile Airtime                                     15%                 $10 - 30 min.         Additional fee for roaming
                                                                         $25 - 100 min.
                                                                         $50 - 250 min.
----------------------------------------------------------------------------------------------------------------------------
Home Dial Tone - Reconex                             22%             $52.99 Monthly fee           $39 Activation fee
----------------------------------------------------------------------------------------------------------------------------
PrePaid MasterCard                          40% - Activation fee     $9.95 - Activation       $4.95 - Refresh fee
                                                                             fee
                                              80% - Refresh fee        Minimum initial           Denominations
                                                                     purchase-$20 (plus      $20-$50-$100-$200-$400
                                                                       activation fee)
----------------------------------------------------------------------------------------------------------------------------
AT&T PrePaid Internet                                28%                Monthly Fees            Activation Fees
                                                                       $19.99 - 20 hrs           $9.99 - 8 hrs
                                                                       $29.99 - 30 hrs          $19.99 - 20 hrs
----------------------------------------------------------------------------------------------------------------------------
*Margin to ISO is the total percentage available to ISO less any commission percentage(s) set forth in this Memo of
Agreement and the Merchant's "SERVICES AND RENTAL AGREEMENT".

*The price and terms of this Agreement are good for 30 days without a signature.
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE>

                                   Schedule C
                                   ----------
                  Services & Rental Agreement and ACH Agreement

This Agreement is made this _____day of ________________ ,2002 by and between
_____________________________ (the "Merchant") and Q COMM, Inc. Q COMM Inc. is a
wholly owned subsidiary of Q COMM International, Inc. Qxpress Management System
("Qxpress(TM)") is a point-of-sale printing device for prepaid service. The
Merchant wishes to utilize the Qxpress(TM) Device for their phone card,
wireless, and any additional prepaid services as available for sales at their
designated location(s). A list of the locations is attached to this Agreement
and incorporated herein by reference.

       IN THE EVENT OF A DISPUTE, THIS AGREEMENT IS SUBJECT TO ARBITRATION
                                 AND MEDIATION.

1. The term of this agreement is two (2) years during which Q COMM, Inc. will
provide Qxpress(TM) to the Merchant at no charge. The Merchant is required to
produce a weekly minimum of $300.00 in gross prepaid card revenue. If this
minimum is not met, a service fee of $8.95 will apply. This service fee will be
included in the ACH accounting each week that performance falls below the
minimum. The service fee will commence the second Monday following the shipment
of the Qxpress(TM) terminal. Optional weekly ACH reports are available to the
Merchant upon request for a $2.00 weekly charge. Blank cards will be provided by
Q Comm at a cost of $0.10 per card ($25 per box of 250 cards). Product shipment
is F.O.B. Utah.

2. Q Comm will collect funds from Merchants on a weekly or daily basis through
an ACH. Each account will be placed on a weekly ACH initially. Once sales for an
individual unit exceeds $500/day in gross revenue, the client will be
automatically switched to a daily ACH.

3. Compensation: Q COMM, Inc. will compensate the Business for prepaid telecom
revenues as per the following:

   Product Description      Percentage      Product Description       Percentage

   ---------------          -------%        ---------------           -------%

   ---------------          -------%        ---------------           -------%

   ---------------          -------%        ---------------           -------%

4. Qxpress(TM) is and shall remain the sole property of Q COMM, Inc., and shall
be surrendered on demand if the terms of this agreement are violated.

5. Q COMM, Inc. reserves the right to remove a Qxpress(TM) from a location if
sales in that location do not warrant the Qxpress(TM) placement.

6. The Merchant shall provide the following: 1) a safe and secure place for the
Qxpress(TM) to be located, 2) a grounded power outlet, 3) phone line access, and
4) a point-of-sale material location.

Merchant:
The Merchant's store name:______________________________________________________

The Merchant's store address:___________________________________________________

              City/State/Zip:___________________________________________________

The Merchant's store telephone number:__________________________________________

The Merchant's store fax number:________________________________________________

The phone number the terminal will be set-up on:________________________________

The Merchant's store Email address:_____________________________________________

Owner/Officer: (print):_________________________________________________________

Owner/Officer: (signature):_____________________________________________________

Q COMM, Inc.
Representative:_________________________________________________________________
                     ORIGINALS MUST BE SENT TO Q COMM, INC.

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              Confidential ISO Memorandum of Agreement Rev 01.15.03
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<PAGE>

7. Q COMM, Inc. will provide standard point-of-sale materials at it's own
expense. Private labeled point of sale material can be provided by Q COMM, Inc.
at the Merchant's expense. The Merchant can provide their own point of sale
materials subject to approval by Q COMM, Inc. (Q COMM, Inc. must assure that any
advertising meets FCC or Public Service or Utility Commission Guide lines).

8. Qxpress(TM) shall remain at the location it is initially located in and shall
not be moved without prior approval from Q COMM, Inc. (a fax or E-mail with
receipt confirmed shall also serve as notice).

9. PAYMENT: Weekly or daily, an agreed upon account will be debited by Automated
ClearingHouse (ACH) or Electronic Funds Transfer (EFT) (herein after referred to
as the "debit"). The debit will be initiated by Q COMM, Inc. If debit is refused
by The Merchant's bank, Qxpress(TM) will be turned off until the debit is
honored and a service fee of $25.00 for insufficient funds will be assessed
before Qxpress(TM) is reactivated. Two refused debits will cause this Agreement
to be terminated immediately without notice. Any fees incurred by Q Comm in
order to collect unpaid debits, including but not limited to collection agency
fees, attorney's fees and court costs, will be added to the amount Q Comm is
entitled to receive from The Merchant. Interest at 18% per annum will also be
added to unpaid debits.

10. In the event Qxpress(TM) malfunctions, the store clerk or manager will call
Qxpress Client Services at (800) 626-9941. If the Qxpress cannot be repaired
with instructions over the phone or by phone updates, Q COMM, Inc. will send a
replacement unit via overnight delivery.

11. Any disputes between The Merchant and Q COMM, Inc. that cannot be resolved
will be submitted to arbitration under the rules and regulations of the American
Arbitration Association. Either party may invoke this paragraph after providing
10 days written notice to the other party. All cost of arbitration shall be
divided equally between the parties. Any award may be enforced by a court of
law. Dispute mediation, or arbitration will be handled at the specific court
located in the county of Utah, State of Utah.

12. ENTIRE AGREEMENT: This is our entire agreement and cannot be changed unless
agreed to in writing by both parties.

13. FORCE MAJEURE: If any part of this agreement is invalidated by local,
county, state or federal rules or regulations, or a court of law, the balance of
this agreement will remain valid.

14. TAXES: Q COMM, Inc.'s carriers are responsible for collection and payment of
Federal excise and applicable State taxes unless the local, county or State
laws, rules, and regulations require that the taxes be collected at the time of
sale and reported to the taxing authorities by the Merchant. Taxes may be
collected from the card user on a per call or per minute basis. There may be
taxes that Q COMM, Inc. will collect and pass through to The Merchant. Any
additional taxes levied by Federal, State, or local entities will be passed on
to The Merchant. Any taxes collected by The Merchant will be their sole
responsibility to remit to proper taxing authorities. This statement is not
advice on the collection or reporting of taxes and we suggest that each Merchant
contact their CPA, Accountant or taxing authority in their states for the
correct taxes or reporting of same from the sale of any Prepaid
Telecommunication Product.

15. DIAL AROUND: The FCC in October 1997 mandated that all 800 or 888 calls from
a pay phone be compensated to the pay phone owner. A surcharge ($.49) may be
added to each call for toll free access from a pay phone. The Merchant is not
responsible for collecting and paying these dial around charges.

16. RETURN GOODS POLICY: All returned goods must be authorized by Q Comm, Inc.
using a Return Goods Authorization "RGA" form. All returned goods commissions,
Broker and Merchant, will be charged back to the appropriate commissioned party
on the next ACH cycle. The Broker will be responsible for the Merchant interface
on all claims. This policy does not apply to phone cards or airtime cards, as
there is a no refund-no return policy on all cards generated by Qxpress(TM). A
restocking fee of 15% will be applied to all returned goods. This fee will be
deducted from the ACH credit on the cycle following the receipt of goods. The
RGA # must be visible on all returned good shipments in order to be accepted.

17. TRANSFER OF RIGHTS OR ASSIGNMENT: This agreement shall be binding on any
successors of the parties. Neither party shall have the right to assign its
interests in this Agreement to any other party, unless the prior written consent
of the other is obtained.

18. WARRANTIES: Neither party makes any warranties with respect to the use of
Qxpress(TM) by either party or by any third party. In no event will Q COMM, Inc.
be liable for direct, indirect, incidental, or consequential damaged, that are
in any way related to Qxpress(TM) or its carriers.

19. TERMINATION: This Agreement can be terminated by Q COMM, Inc. by providing a
thirty (30) day advance written notice. The Merchant can terminate with 30 days
advance written notice if the terms of this agreement are not being met.

20. GOVERNING LAWS: This Agreement is governed by the laws, rules and
regulations of the State of Utah.

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<PAGE>

[GRAPHIC OMITTED]
                                   Schedule D
                                   ----------
                                  ACH AGREEMENT

Authorization and Agreement for Automated Clearing House (ACH) Debits and
Credits

Company Name: __________________________________________________________________

Company Address: _______________________________________________________________

I (we) authorize: Q COMM International, Inc. herein after called "Company", to
initiate credit and/or debit entries and adjustments for any credit entries in
error to my (our) checking account indicated below and the depository named
below, herein after called "Depositor", and to credit and/or debit the same such
account.

Depositor name (Bank name): ____________________________________________________

Bank Address: __________________________________________________________________

City, State and Zip or Postal Code: ____________________________________________

Bank Phone Number: ______________________ Fax Number: __________________________

Bank Service Representative: ___________________________________________________

ACH Routing/Transit/ABA # (9 digits): __________________________________________

Account Number: ________________________________________________________________

This authority is to remain in full force and effect until Company has received
written notification from me (us). In consideration of personal benefits flowing
unto me, I hereby do guarantee payment for _________________ (Name of Business)
to Company in accordance with the terms stipulated herein.

By:____________________________________    By: Q COMM Inc.
         (Please Print)
Its: __________________________________    Client Mgr: ________________________
         (Title)
Signed: _______________________________    H O: _______________________________

Date: _________________________________    Date: ______________________________

PLEASE VERIFY YOUR ACCOUNT NUMBER AND ACH ROUTING NUMBER WITH YOUR BANK. ATTACH
A VOIDED CHECK TO THIS FORM. NO DEPOSIT SLIP.

Any errors and/or disputes must be corrected within two banking days of the
initiating transaction. Thank you for your confidence and trust.

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