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                                                                   Exhibit 10.15


                             DATED FEBRUARY 1, 2002




                         (1) Q COMM INTERNATIONAL, INC.




                                 (2) WGR LIMITED




                     ---------------------------------------
                             DISTRIBUTION AGREEMENT




                                     LAYTONS
                                     -------

                     Bristol, London, Manchester and Surrey

                                Tel: 01483 407000
                                Fax: 01483 407084
                       Email: brian.bannister @laytons.com
                            Ref 6/1118528/14568.005/

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DATE:                               THE 1st DAY OF FEBRUARY 2002


PARTIES
-------

1.         Q COMM INTERNATIONAL, Inc., a corporation organised under the laws of
           the state of Utah and having its principal place of business at 1145
           South 1680 West, Orem, Utah 84058-4930 ("Q Comm") of the first part;
           and

2.         WGR LIMITED, a limited liability company registered in England under
           number 04156629 and having its registered office at 1 Park Road,
           Hampton Wick, Surrey, KT1 4AS United Kingdom ("WGR") of the second
           part.

AGREEMENT
---------

In consideration of the mutual covenants and agreements contained herein, the
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.         DEFINITION AND INTERPRETATION

           In this Agreement the words defined above shall have the meanings
           ascribed to them and the following words and expressions shall have
           the meanings shown:


"Business Day"                  any day between Monday and Friday inclusive, but
                                excluding statutory bank holidays in England and
                                national holidays in the United States of
                                America;

"Confidential
 Information"                   the substantive terms of this Agreement,
                                information or material about current or
                                proposed products, pricing and marketing
                                strategies, competitive or market analysis and
                                data, statistics on product performance,
                                customer lists and other information relating to
                                a party's business plans and processes, business
                                and marketing plans and strategies, non-public
                                business and technology information, trade
                                secrets, computer source code, any written
                                materials marked as confidential. Confidential
                                Information does not include information that a
                                party can prove: (a) is now or later becomes
                                generally available to the public without fault
                                of the party who received such information
                                ("Recipient") from the other party
                                ("Discloser"); (b) was rightfully in Recipient's
                                possession prior to its disclosure by Discloser;
                                (c) is independently developed by Recipient
                                without the use of any Confidential Information
                                of Discloser; or (d) is obtained by Recipient
                                without obligation of confidentiality from a
                                third party who has the right to disclose it;

"Data Element"                  any unique combination of words, numerals,
                                codes, PINS or graphics (such unique combination
                                shall be considered a whole Data Element)
                                transmitted by Processing Services whether
                                processed from WGR's data centre host computer
                                or some other host computer to any one or group
                                of specific POS Terminals and which, separately
                                or together, represent the prepaid purchase of
                                one specific Product;


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"Electronic Top-Up"             any method (other than by way of PINS) which
                                enables the automatic electronic re-charge of a
                                pre-pay mobile phone;

"Encumbrance"                   a mortgage, charge, pledge, lien, option,
                                restriction, right of first refusal, right of
                                pre-emption or other third party right or
                                interest or claim or any other encumbrance or
                                security interest of any kind or any other type
                                of preferential arrangement having similar
                                effect;

"Escrow Agreement"              an agreement either in the form annexed as
                                Schedule 2 or in another form reasonably agreed
                                between the parties to reflect the release
                                conditions specified in Clause 7, which Q Comm
                                will enter into with its escrow agent;

"E-Voucher"                     any method which enables the electronic
                                generation of PINS for the recharge of a pre-pay
                                mobile phone;

"Extended Services"             those post-termination rights granted to WGR as
                                specified in Clause 13.1;

"Extended Services
Period"                         a period of twelve (12) years commencing upon
                                the date of termination of this Agreement
                                pursuant to Clause 13 in which WGR is entitled
                                to Extended Services;

"Operating Software"            Q Comm's proprietary software necessary to
                                operate and/or maintain the POS System and run
                                the applications thereon (but excluding the
                                software residing in the POS Terminals),
                                together with all updates, enhancements and
                                modifications thereof;

"Performance Period"            each of the consecutive periods, beginning
                                immediately at the end of the Trial Period, that
                                WGR has within which to order a cumulative
                                minimum number of POS Terminals pursuant to
                                Clause 3.3, the first four being 6 months each
                                and the remaining three being 12 months each;

"PINS"                          unique personal identification numbers used for
                                validating payments by the bearers of such
                                personal identification numbers;

"POS System"                    Q Comm's proprietary point-of-sale activation,
                                distribution and reporting system registered in
                                the US under the name Qxpress(TM) (including any
                                peripheral equipment provided by Q Comm or
                                acquired by WGR for use in conjunction
                                therewith) and the Processing Services provided
                                by Q Comm to WGR, which permits a Retail Dealer
                                to dispense Products at the point-of-sale, as
                                the same may be developed or modified by Q Comm
                                hereafter. References to the POS System shall
                                include any competing or successor systems
                                developed now or hereafter by Q Comm;


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"POS Terminal"                  a machine installed at a Retail Dealer's
                                Location to transmit and receive financial and
                                other data to and from the POS System;

"Processing Services"           those Data Element management, dispensing and
                                reporting services to be provided by Q Comm (as
                                the same are more particularly specified in
                                Schedule 3) to or on behalf of WGR in connection
                                with the sale of Products by Retail Dealers
                                using the POS System;

"Products"                      those prepaid cellular and non-cellular services
                                using E-Voucher or Electronic Top-Up, and
                                whether delivered by any unique combination of
                                words, numerals, codes, PINs, graphics or
                                Electronic Top-Up which are available directly
                                or indirectly to WGR from the networks, other
                                Products suppliers and Processing Services
                                providers, including prepaid cellular and
                                non-cellular telephone services;

"Retail Dealers"                retail sellers and other persons supplied by WGR
                                or any other member of WGR's Group with POS
                                Terminals;

"Retail Value"                  the price paid by the consumer for the Products
                                without any deduction for discounts and without
                                any deduction of any value added tax included in
                                such price;

"Service Provider"              either WGR, a member of WGR's Group or one or
                                more providers of third party services with whom
                                WGR contracts to provide the Data Elements
                                necessary for the Products to be issued through
                                the POS System;

"Software Specifications"       has the meaning set forth in Clause 9.3.1;

"Systems Software"              together, the Operating Software and Terminal
                                Software;

"Transaction"                   The Retail Value of Products sold through the
                                POS System;

"Transaction Fees"              the fees payable by WGR pursuant to Clause 5;

"Terminal Software"             Q Comm's proprietary software residing on the
                                POS Terminals comprising the POS Terminal
                                operating system necessary to activate the POS
                                Terminals and ancillary equipment and use the
                                POS System, together with all updates,
                                enhancements and modifications thereof;

"Term"                          the term of this Agreement, as defined in Clause
                                2.1, but not including any post-termination
                                period during which the Extended Services are
                                provided;


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"Territory"                     together and separately the geographical area
                                defined by the present external borders of those
                                countries listed in Schedule 1; and

"Trial Period"                  The three month period that commences on the
                                first day of the calendar month following Q Comm
                                having supplied the initial ten (10) POS
                                Terminals (including Terminal Software) to WGR
                                and with the Operating Software installed,
                                connected to such POS Terminals, and functional,
                                and expiring at the close of business on the
                                last day of the third calendar month from such
                                date.

1.2        In this Agreement (except where the Agreement expressly otherwise
           provides or the context otherwise requires):

1.2.1         any reference to a Clause or Schedule is to the relevant clause or
              schedule of this Agreement and any reference to a Sub-Clause is to
              the relevant sub-clause of the Clause in which it appears;

1.2.2         clause headings are included for convenience only and shall not
              affect the interpretation of this Agreement;

1.2.3         use of the singular includes the plural and vice versa;

1.2.4         use of any gender includes the other genders;

1.2.5         any reference to "persons" includes natural persons, firms,
              partnerships, companies, corporations, associations,
              organisations, governments, states, foundations and trusts (in
              each case whether or not having separate legal personality);

1.2.6         references to a "party" shall mean the original parties to this
              Agreement and their successors-in-title and permitted assigns;

1.2.7         any undertaking by a party not to do an act or thing shall be
              deemed to include an obligation not to cause, permit or suffer
              such act or thing to be done by another person under the control
              (as the expression "control" is defined, as at the date hereof, in
              Section 840 of the Income and Corporation Taxes Act 1988), of that
              party or, as the case may be, under the control of another person
              over whom that party is able to exercise the relevant powers of
              prevention;

1.2.8         references to "agreement", "approval", "consent" or
              "authorisation" or words of similar effect, shall mean a consent
              or approval or authorisation given in advance in writing signed by
              or on behalf of the party whose consent or approval or
              authorisation is to be given and, unless the Agreement expressly
              requires otherwise, refers to a consent or approval or
              authorisation which may be given or withheld in the absolute
              discretion of that party and, if given, may be given on such terms
              as that party thinks fit;

1.2.9         any reference to an English legal term for any action, remedy,
              method of judicial proceeding, legal document, legal status,
              court, official or any legal concept or thing shall, in respect of
              any jurisdiction other than England, be deemed to include a
              reference to what most nearly approximates in that jurisdiction to
              the English legal term;

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1.2.10        any phrase introduced by the terms "including", "include", "in
              particular" or any similar expression shall be construed as
              illustrative and shall not limit the sense of the words preceding
              those terms;

1.2.11        where any period is prescribed in this Agreement as being "from",
              "after" or "following" a date or event, that period shall commence
              on the day following that date or event and shall end at close of
              business on the last day of the period so specified;

1.2.12        a reference to any time of day shall be a reference to GMT, and a
              reference to close of business on any date is, unless expressly
              provided otherwise, a reference to 5.00 p.m. on that date;

1.2.13        reference to writing includes any method of reproducing words on
              paper;

1.2.14        any reference to another document or any provisions of another
              document shall be construed as a reference to such document or
              provision as it is in force for the time being and as amended in
              accordance with its terms or, as the case may be, with the
              agreement of the relevant parties or the consent of a specified
              party;

1.2.15        the terms "holding company", "parent undertaking", "body
              corporate", "subsidiary" and "subsidiary undertaking" have the
              respective meanings set out in sections 736, 740 and 258 of the
              Companies Act 1985; "Group", in relation to a body corporate,
              means (i) that body corporate, (ii) any other body corporate which
              is its holding company or parent undertaking (iii) any other body
              corporate which is its subsidiary or subsidiary undertaking and
              (iv) any other body corporate which is a subsidiary or subsidiary
              undertaking of its holding company or parent undertaking;

1.2.16        any reference to a statute, statutory provision or subordinate
              legislation ("legislation") shall (except where the context
              otherwise requires) be construed as referring to such legislation
              as amended and in force from time to time and to any legislation
              which re-enacts or consolidates (with or without modification) any
              such legislation;

1.2.17        all amounts referred to in this Agreement shall be exclusive of US
              sales taxes, UK and European value added tax and other analogous
              taxes; and

1.2.18        performance by any member of WGR's Group of the obligations of WGR
              under this Agreement shall be deemed for all purposes to be
              performance by WGR; provided that WGR shall retain ultimate
              responsibility and liability for all actions and omissions of any
              member of WGR's Group in connection with their performance under
              this Agreement.


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2.       APPOINTMENT AND LICENSE AS EXCLUSIVE DISTRIBUTOR

2.1      Q Comm appoints WGR, and WGR hereby agrees to accept such appointment,
         as an exclusive distributor, subject to the provisions of Clause 3
         herein, of the POS System, having the other rights set out in this
         Agreement, in the Territory for the period commencing on the date
         hereof and continuing thereafter for a minimum Term of sixty (60)
         months, unless this Agreement is earlier terminated (i) by not less
         than twelve (12) months notice given by either party at any time
         forty-eight (48) months or more from the first day of the first month
         of the first Performance Period or (ii) pursuant to the provisions of
         this Agreement.

2.2      Both parties shall use their respective best endeavours as to procure
         that the Trial Period commences within six (6) months of date of this
         Agreement.

2.3      This Agreement shall be effective only after its execution by
         authorised officers of Q Comm and WGR.

2.4      Q Comm grants to WGR the rights and license, as Q Comm's distributor in
         the Territory throughout the Term, to supply the POS System to Retail
         Dealers within the Territory only; provided, however, that such
         territorial restriction shall not prevent WGR from responding to
         unsolicited requests from individual customers outside the Territory.
         The foregoing includes a license to market, sublicense and distribute
         the Terminal Software, as pre-loaded by Q Comm or its designate on the
         POS Terminals, to Retail Dealers within the Territory. Such rights and
         licenses shall be exclusive for the period and to the extent set forth
         in Clause 3, and shall thereafter be non-exclusive. Each sale of a POS
         Terminal to a Retail Dealer shall be made pursuant to a fully executed,
         written agreement (the "Customer Agreement"), in a commercially
         reasonable form, licensing such Retail Dealer to use the POS Terminal
         and the Terminal Software, and containing terms at least as protective
         of and beneficial to Q Comm as the following:

      o  The Customer Agreement shall state that the Systems Software is
         licensed, not sold, to the Retail Dealer.

      o  The Customer Agreement shall state that the Retail Dealer is prohibited
         from copying, modifying, reverse engineering, decompiling or
         disassembling the Terminal Software or any other component of the POS
         Terminal or from using it for any purpose other than the authorized POS
         System except to the extent permitted by law notwithstanding this
         limitation.

      o  The Customer Agreement shall contain terms reserving title to, and all
         intellectual property rights in, the POS System and the Terminal
         Software save as set out above.

2.5      WGR may exercise its distribution rights granted above, either
         personally, through members of the WGR Group or through third party
         distributors, resellers, dealers and sales representatives
         (collectively, "Distributors"). WGR shall require each Distributor to
         agree in writing that it will comply with the applicable restrictions
         of this Agreement, and shall ensure that all Distributors comply with
         such terms.

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2.6      Q Comm warrants the Operating Software in accordance with the terms of
         Clause 9.3 of this Agreement.

2.7      During the Term, Q Comm undertakes not to cease to operate the POS
         System or otherwise withdraw or restrict those Processing Services,
         support services and other ancillary services as specified in Schedule
         3 made available to WGR, except pursuant to the terms and conditions of
         this Agreement.

2.8      If WGR elects to use the Licensed Marks and for so long as it continues
         to use the Licensed Marks, WGR agrees to use its reasonable endeavours
         to market and sell the POS System to Retail Dealers within the
         Territory. WGR shall refrain from making any representations,
         warranties or guarantees to any Distributors or third parties or the
         trade with respect to the specifications, features or capabilities of
         the Systems Software or the POS System that are deceptive, misleading
         or otherwise inconsistent with the Systems Software or the POS System.
         WGR covenants to the Q Comm that it will conduct business in a manner
         that reflects favourably at all times on Q Comm's products and
         services, and the good name, good will and reputation of Q Comm.

2.9      WGR shall not reproduce, copy, modify, localize, translate or create
         derivative works of any portion of the POS System or Systems Software,
         except with Q Comm's consent. WGR 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 Systems Software, except to the extent permitted
         by law notwithstanding this limitation. This Clause 2.9 will not apply
         if the Source Code is released to WGR pursuant to Clause 7. Any breach
         of this Clause 2.9 shall be deemed a material breach of this Agreement
         for the purposes of Clause 12.2.

2.10     Subject to the licenses and rights granted herein, the parties
         acknowledge that Q Comm owns all right, title and interest in and to
         the POS System and its technology and the Systems Software, including
         all intellectual property rights therein, all documentation related
         thereto, and the Licensed Marks (as defined in Clause 2.13), including
         all intellectual property rights therein. Nothing in the Agreement
         shall be construed to grant either party any rights in and to any
         software, technology, intellectual property or other property of the
         other, except as expressly provided herein. Q Comm reserves all rights
         not expressly granted herein.

2.11     Q Comm and WGR agree to use reasonable endeavours to assist in
         obtaining relevant intellectual property registration within the
         Territory.

2.12     Q Comm and WGR will use their respective best endeavours to get BABT
         approval to TBR 21 (or equivalent) in each country for the POS System.
         The costs shall be borne equally by Q Comm and WGR.


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2.13     Q Comm grants to WGR and to its authorized Distributors a nonexclusive,
         non-transferable license within the Territory, at WGR's option, to use
         the "Qxpress" mark and Q Comm's name (the "Licensed Marks"), in
         connection with WGR's authorized marketing and promotion of the POS
         System, subject to the following terms:

2.13.1        if WGR elects to use the Licensed Marks (rather than private-label
              the POS System), then marketing and sales literature relating to
              the POS System shall include the Licensed Marks in reasonably
              conspicuous type, as approved by Q Comm in advance of such use;

2.13.2        any use by WGR of the Licensed Marks shall be in compliance with Q
              Comm's trademark usage guidelines provided to WGR, as they may be
              reasonably modified by Q Comm from time to time, and appropriate
              legal standards. The initial or most prominent use of a Licensed
              Mark in all materials shall be followed by the appropriate
              trademark symbol ((R) or TM). Q Comm shall have the right to
              review and approve, prior to publication, any advertisements,
              marketing materials or other items developed by WGR that utilize a
              Licensed Mark. WGR agrees not to apply to register any Licensed
              Mark (or any word or combination of words that is confusingly
              similar to a Licensed Mark) either as a trademark, service mark,
              trade name, corporate name or domain name anywhere in the world,
              or use such Licensed Marks in any manner other than as expressly
              permitted by this Agreement. All goodwill accrued through use of
              the Licensed Marks by WGR shall inure to the benefit of Q Comm;
              and

2.13.3        if Q Comm decides to register a Licensed Mark, file this
              Agreement, or take any other similar actions in any country in the
              Territory, WGR will reasonably cooperate in such actions at Q
              Comm's own expense.

2.14     If Q Comm is approached by a third party interested in acquiring a
         country license inside the Territory, WGR will use reasonable
         endeavours in negotiating with Q Comm to facilitate such third party
         country license.

2.15.    WGR shall not supply the POS System to Retail Dealers or customers in
         North and South America, provided that nothing herein shall preclude
         WGR from supplying the POS System to Retail Dealers or any customer,
         wherever located, who purchases the POS System with a view to their use
         within the territory of any Member State of the European Union.

2.16     The parties agree that WGR shall have a non-exclusive license under the
         terms of this Agreement for the country groups listed on Schedule 5 and
         that at such time that WGR has reached, in Q Comm's discretion, a
         satisfactory level of performance, such level to be discussed by the
         parties in good faith, Q Comm will discuss an exclusive distributorship
         for such country groups.

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3.       EXCLUSIVITY

3.1      During the Trial Period, the first Performance Period, and renewable
         for each subsequent Performance Period as set forth below (the
         "Exclusive Period"), subject to the terms of this Clause 3 and the
         remaining terms of this Agreement, Q Comm agrees to grant WGR the
         Exclusivity Rights (as defined below). If, at the end of any
         Performance Period, WGR is in material breach of this Agreement
         entitling Q Comm to terminate this Agreement pursuant to Clause 12,
         then Q Comm shall be entitled to serve a sixty (60) day notice pursuant
         to Clause 3.2. Further, if WGR has not met its minimum purchase
         requirements set forth in this Clause 3, Q Comm shall be entitled to
         serve a one (1) month's notice pursuant to Clause 3.2. WGR's exclusive
         rights during the Exclusive Period (the "Exclusivity Rights") shall be
         as follows: subject to the terms and conditions of this Agreement, Q
         Comm acknowledges and agrees that during the Exclusive Period it has no
         right to appoint other distributors or agents to sell or to market to
         retailers or other potential users of the POS System in any part of the
         Territory, and that Q Comm has no right to directly, or indirectly
         through any member of Q Comm's Group, to market the POS System to
         retailers or other potential users in any part of the Territory.

3.2      If, at the end of any Performance Period, WGR fails to meet its minimum
         purchase requirements described in Clause 3.3, Q Comm shall be
         entitled, forthwith upon giving WGR one (1) month's notice of such
         intent, to treat WGR's rights as a distributor under this Agreement, as
         non-exclusive within any country group in the Territory in which WGR
         has failed to meet its minimum purchase requirements for the applicable
         Performance Period. For the avoidance of doubt, this shall be the sole
         and exclusive remedy of Q Comm for such failure. If Q Comm believes
         that the Exclusive Period should not be renewed for any other reason
         (pursuant to Clause 3.1 for a material breach of this Agreement), Q
         Comm shall be entitled forthwith to treat WGR's rights as a distributor
         as non-exclusive within any country group in the Territory, upon giving
         WGR sixty (60) days written notice of termination of exclusivity, and
         an opportunity to cure the default or other reason for non-renewal
         during such notice period.

3.3      Minimum purchase requirements of POS Terminals. Upon the signing of
         this Agreement, WGR agrees to order and purchase ten (10) POS
         Terminals. WGR's minimum purchase requirements for each country group
         in the Territory, separately and cumulatively, during the Performance
         Periods shall be as set forth in Schedule 4. For the avoidance of doubt
         POS Terminals shall be deemed ordered for a particular country group
         provided that the relevant order specifies the number of POS Terminals
         that are assigned to that country group.

3.4      Subject to Clause 4.13, if WGR fails to meet any minimum purchase
         requirements for any country group in any Performance Period, but
         subsequently orders sufficient POS Terminals so as to meet the
         requisite cumulative purchase requirements of that country group before
         notice from Q Comm is served withdrawing WGR's exclusive rights for
         such country, then Q Comm shall be deemed to have waived the right to
         so vary WGR's rights in respect of that specific shortfall in the
         number of POS Terminals ordered.

3.5      Subject to Clause 14, upon termination of the Exclusive Period and the
         Exclusivity Rights pursuant to the terms of this Agreement, WGR
         acknowledges and agrees that Q Comm shall have the right to and may
         appoint other non-exclusive distributors or agents to sell or to market
         to retailers or other potential users of the POS System in any country
         where the rights of WGR have become non-exclusive, and that Q Comm
         shall have the right to market to retailers or other potential users of
         the POS System in any such country.

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3.6      All purchase orders placed by WGR at any time on or before close of
         business on the last day (whether or not a Business Day) of the
         relevant Performance Period shall be deemed to be validly placed,
         except a purchase order for which WGR has not, on or before that last
         day, paid in full the fifty per cent (50%) initial deposit of the
         purchase price (excluding any additional monies required for carriage
         and/or freight) required pursuant to Clause 4.5. For the avoidance of
         doubt, none of the monies remitted by WGR expressly in respect of POS
         Terminals may be applied by Q Comm in satisfaction of any other sum
         owed by WGR to Comm.

3.7      Additionally, if an unrelated third party purchases thirty-five percent
         (35%) or more of the publicly-traded shares in Q Comm, or all or
         substantially all of the assets of Q Comm, then Q Comm or its
         successor-in-interest shall have the right to terminate WGR's exclusive
         rights under this Agreement upon eighteen (18) months prior written
         notice. All other rights of WGR and Q Comm under this Agreement,
         including WGR's rights with respect to ongoing service and support,
         shall continue to survive as set forth herein. For purposes of clarity,
         under this Clause 3.7, WGR's exclusive rights shall terminate eighteen
         (18) months after Q Comm provides notice of such termination to WGR.

3.8      If Q Comm breaches the rights of WGR under this Agreement to
         exclusivity within the whole or any part of the Territory, then WGR may
         (without prejudice to any other right or remedy available to it)
         terminate this Agreement pursuant to the terms of Clause 12.

4.       ORDERS FOR POS TERMINALS AND PAYMENT

4.1      Q Comm shall sell the POS terminals with full legal and beneficial
         ownership free from all Encumbrances of whatever nature; provided that
         Q Comm shall retain full ownership of all intellectual property rights
         with respect to the POS Terminals and the Terminal Software and other
         technology contained therein and related thereto. Q Comm shall,
         forthwith upon receipt of the full amount of the fifty per cent (50%)
         deposit for any order, order the requisite number of POS Terminals
         (identifying such POS Terminals by their serial numbers). Title in each
         POS Terminal shall pass to WGR immediately upon receipt of the full
         payment therefor, and Q Comm shall take whatever steps are necessary at
         that time to vest title in WGR.

4.2      Subject always to receipt of the requisite fifty percent (50%) deposit,
         Q Comm shall deliver the relevant POS Terminals to a freight forwarder
         (who shall act as agent of WGR) located within the state of Utah as is
         nominated by WGR for the purpose of taking delivery. Q Comm shall give
         WGR no less than fourteen (14) days notice of any delivery. Risk of
         loss or damage in POS Terminals shall pass forthwith to WGR upon such
         authorised freight forwarder accepting delivery of the same. WGR shall
         be responsible and bear the costs of insurance and freight incurred in
         respect of the period after such acceptance.


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4.3      Notwithstanding that delivery of POS Terminals shall be deemed to take
         place in Utah, WGR shall have a period of fourteen (14) days from the
         date when the POS Terminals have been first received by or on behalf of
         WGR at any location in the Territory to inspect the POS Terminals and
         to reject such POS Terminals for reason of defect or other fault. WGR
         shall notify Q Comm on or before the next Business Day following the
         expiry of the acceptance period of those POS Terminals rejected for
         defect or other fault, giving serial numbers and a brief description of
         the defect or fault found. Without prejudice to its other remedies
         under this Agreement, WGR shall not have the right to reject any POS
         Terminals after the expiry of the fourteen (14) day period and WGR's
         failure to reject any POS Terminals during such fourteen (14) day
         period, shall be deemed WGR's acceptance of such POS Terminals. WGR
         shall only be entitled to reject those POS Terminals properly found to
         have defects or damage originating prior to delivery of such POS
         Terminals to WGR's authorized freight forwarder, and shall not have the
         right to reject an entire consignment of POS Terminals by reason of any
         proportion of POS Terminals in that consignment being defective.

4.4      The responsibility and costs of installation of POS Terminals with
         Retail Dealers and their subsequent maintenance and repair shall,
         except as expressly provided in this Agreement, be borne by WGR.

4.5      WGR shall pay to Q Comm a deposit of fifty percent (50%) of the
         purchase price of POS Terminals for which Q Comm has notified a
         delivery date pursuant to Clause 4.2 by no later than close of business
         four (4) Business Days prior to the notified delivery date. If Q Comm
         can only deliver the order in whole or part at a later date, then WGR
         shall be obliged to pay the requisite deposit (or proportion thereof)
         on or before the close of business on the fourth (4th) Business Day
         prior to the notified delivery date. Save as expressly provided in this
         Agreement, WGR shall not be entitled to reject a delivery by reason
         only that Q Comm is unable to deliver any or only some of the POS
         Terminals on the date specified by WGR in its order or that Q Comm is
         unable to deliver the POS Terminals ordered in a single consignment.

4.6      WGR shall be entitled to amend the requested delivery dates and
         quantities of any order at any time prior to close of business on the
         thirtieth (30th) Business Day prior to the requested delivery Date
         after which time such order shall be irrevocable and binding upon WGR.

4.7      Subject to the forecasting requirements set forth in Clause 4.8 below
         and the provisions of Clause 4.14, Q Comm undertakes to deliver POS
         Terminals ordered, in accordance with the procedures laid down in this
         Agreement, on the latest to occur of close of business on the delivery
         date specified in the relevant order by WGR (as the same may have been
         amended pursuant to Clause 4.6).


                                       11
<PAGE>

4.8      WGR shall provide Q Comm with a written non-binding six-month rolling
         forecast (the "Forecast") estimating the number of POS Terminals to be
         ordered by WGR during each month of such period, in order for Q Comm to
         order adequate units of POS Terminals from the manufacturer thereof.
         WGR shall update such Forecast on a monthly basis. Such Forecasts shall
         be binding upon WGR thirty (30) days prior to the beginning of the
         month forecasted. If WGR's actual orders exceed the number of units
         forecasted (at least thirty (30) days in advance) for any given month
         by twenty percent (20%) or more, Q Comm shall use reasonable endeavours
         to fill such excess orders, but WGR shall not be entitled to terminate
         this Agreement with respect to the non-delivery such excess number of
         units. Subject to the foregoing, and without prejudice to its other
         remedies under this Agreement, if in relation to any order Q Comm is
         unable to deliver all the POS Terminals so ordered within sixty (60)
         days of the due date for delivery, then (subject to the force majeure
         provisions set forth in Clause 11), WGR shall be entitled to terminate
         this Agreement.

4.9      Q Comm shall be entitled to invoice WGR for the remaining fifty percent
         (50%) of the purchase price of any POS Terminals (adjusted for any POS
         Terminals properly rejected by WGR pursuant to Clause 4.3) at any time
         on or after delivery to the freight forwarder.

4.10     WGR shall pay to Q Comm the remaining fifty percent (50%) within
         fourteen (14) days of the later to occur of (a) the POS Terminals
         having been first received by or on behalf of WGR at any location in
         the Territory and (b) the date of invoice therefor. If for whatever
         reason WGR does not pay in full by due date then Q Comm shall be
         entitled to serve a further notice, specifying the breach and requiring
         WGR to make good such default in full without set-off within a further
         fourteen (14) days of service of that notice. Such notice shall operate
         to make time of the essence and Q Comm shall have the right to
         terminate this Agreement forthwith should WGR fail to make payment in
         full on or before close of business on the fourteenth (14th) day after
         service of the notice. Interest shall accrue and be payable to Q Comm
         by WGR on any amounts fourteen (14) days past due at the rate of one
         and one-half per cent (1.5%) per month on the outstanding balance from
         time to time.

4.11     Q Comm warrants that POS Terminals will be complete and perform to
         specification, at the time of delivery. If any POS Terminal (other than
         a POS Terminal rejected as unfit for its particular purpose pursuant to
         Clause 4.3, to which this Clause 4.11 shall not apply) requires to be
         repaired due to manufacturing failure or defect, Q Comm shall provide
         replacement spare parts free of charge for a period of eighteen (18)
         months' from the date of purchase (i.e. the date when title passed to
         WGR) of such POS Terminal, but the cost of effecting any such repair
         shall be borne by WGR. Q Comm will provide an adequate float of
         terminal parts and WGR shall be required to return a defective part to
         Q Comm in order to receive a free replacement therefore. During the
         Extended Services Period Q Comm, upon request from WGR, shall continue
         to provide replacement parts to the float but Q Comm may charge WGR for
         any replacements and spare parts. The charges that Q Comm may levy for
         any particular type of part must be such that the aggregate charges for
         all the terminal parts that makes a complete terminal cannot exceed the
         total cost of the last single terminal delivered during the Term.

4.12     Subject to Clause 4.13, the prices payable by WGR over the whole Term
         for POS Terminals are as follows:

         Number of Units   Inc. Mag Swipe         Inc. Mag Swipe & media Display

         0-1,500           $378.00 per Terminal             $446.00 per Terminal
         Next 10,000       $315.00 per Terminal             $383.00 per Terminal
         Thereafter        $300.00 per Terminal             $358.00 per Terminal


                                       12
<PAGE>

4.13     The above prices are subject to upward change on not less than one
         hundred eighty (180) days' written notice from Q Comm to WGR. Q Comm
         shall only be entitled to impose price increases to the extent of any
         increase in costs and providing reasonable evidence of such increase to
         WGR. If the price increase is greater than a cumulative of five percent
         (5%) per annum then WGR shall have the right to postpone the next order
         (and all subsequent orders) whose delivery date falls after such price
         increase comes into effect until the earlier to occur of (i) pricing
         returning to that level above or (ii) the expiry of six (6) months
         after the delivery date of that order so postponed by WGR. The said
         period of suspension shall be added to the end of the Performance
         Period in which it occurs and all subsequent Performance Periods shall
         be deferred accordingly. Subject to the foregoing, WGR shall comply
         with its minimum purchase obligations under Clause 3.3 in order to
         maintain exclusivity. Q Comm undertakes to WGR that should it reduce
         the cost of POS Terminals that it charges generally to its other
         customers as a result of a reduction in its own production costs, then
         it will promptly notify WGR accordingly and reduce the prices charged
         to WGR to those same general levels for POS Terminals delivered after
         the price reductions first come into effect.

4.14     Q Comm undertakes to use reasonable endeavours to notify WGR within
         seven (7) days of receipt of the relevant order if it is not able to
         supply in compliance with any order placed by WGR and to specify
         therein its best estimate of the quantities and delivery dates that it
         can achieve so as to fulfil the order. If Q Comm so notifies WGR of any
         change in delivery dates and/or quantities, then WGR shall at its
         election (a) accept the revised delivery schedule proposed by Q Comm or
         (b) have the right to withdraw the order (subject always to WGR having
         to comply with its minimum purchase obligations in order to maintain
         exclusivity) and thereby be released from its obligation to be
         irrevocably bound by such order pursuant to Clause 4.6.

4.15     For avoidance of doubt, nothing in this Agreement requires WGR to buy
         POS Terminals exclusively from Q Comm.

5.       PRODUCTS AND TRANSACTION FEES

5.1      In respect of Products sold by Retail Dealers via the POS System, WGR
         shall pay to Q Comm a percentage of the Retail Value of all such
         transactions put through the POS System via all POS Terminals installed
         by WGR or its designate.

5.2      The percentage payable by WGR to Q Comm pursuant to Clause 5.1 shall be
         calculated as follows (all exchange rates shall comply with Clause 10.2
         of the Agreement):

         Monthly Sales (Retail Value)         in Transaction Fee as a percentage
         Pounds Sterling                               (%) of Retail Value
              (less than) 4,000,000                           0.38%
            4,000,000 to  8,000,000                           0.35%
            8,000,001 to 12,000,000                           0.33%
           12,000,001 to 16,000,000                           0.30%
           16,000,001 to 20,000,000                           0.28%
           20,000,001 to 24,000,000                           0.25%
           24,000,001 to 28,000,000                           0.23%
           28,000,001 to 32,000,000                           0.20%
           32,000,001 to 36,000,000                           0.18%
                 36,000,001 +                                 0.15%


                                       13
<PAGE>

         For the avoidance of doubt, the relevant percentage shall apply to all
         transactions in the relevant month and not only to those transactions
         falling within the pounds sterling upper and lower limits.

5.3      The Retail Value of transactions shall be calculated on a calendar
         month basis and no adjustment shall be made to the above table for
         months of differing lengths.

5.4      Q Comm shall be entitled to invoice WGR for the Transaction Fees due in
         any calendar month on the first day after the end of the relevant
         calendar month.

5.5      WGR shall pay to Q Comm the full amount of the Transaction Fees
         invoiced by Q Comm (less any amount that Q Comm properly owes WGR under
         the terms of this Agreement) within fourteen (14) days of the date of
         the invoice therefor. If for whatever reason WGR does not pay in full
         by the due date, then Q Comm shall be entitled to serve a further
         notice, specifying the breach and requiring WGR to make good such
         default within a further fourteen (14) days of service of that notice.
         Such notice shall operate to make time of the essence and Q Comm shall
         have the right to terminate forthwith this Agreement should WGR fail to
         make payment in full of the full amount properly due to Q Comm in
         respect of the amount originally invoiced by Q Comm on or before close
         of business on the fifteenth (15th) day after service of the notice.
         Interest shall accrue and be payable to Q Comm by WGR on any amounts
         fourteen (14) days past due at the rate of one and one-half per cent
         (1.5%) per month on the outstanding balance from time to time.

6.       PROCESSING AND SUPPORT SERVICES TO BE PROVIDED BY Q COMM

6.1      At the beginning of the Trial Period, upon WGR's receipt of its initial
         order of ten (10) POS Terminals loaded with the Terminal Software, Q
         Comm shall deliver the necessary Operating Software to WGR and assist
         WGR in installing such Operating Software at its data centre. WGR is
         licensed to use the Operating Software solely for the purposes of
         operating the POS System. WGR shall not disclose, sell or otherwise
         transfer the Operating Software to any third party. WGR will supply Q
         Comm with space and connectivity to WGR's data centre(s) for Q Comm to
         install, at its expense, a transaction server and related Operating
         Software to manage the transactional data related to this Agreement.
         WGR shall also provide an outbound telephone connection for Q Comm's
         server. Q Comm will pay the telecommunications charges for such
         connection.

6.2      Q Comm shall throughout the Term provide to WGR free of charge those
         Processing Services, support services and other ancillary services as
         specified in Schedule 3.


                                       14
<PAGE>

7.       SOFTWARE ESCROW AGREEMENT

7.1      Within six (6) months hereof Q Comm shall procure that WGR has the
         benefit of the Escrow Agreement in relation to the Systems Software,
         permitting the escrow agent to release to WGR, pursuant to the terms of
         the Escrow Agreement, the up-to-date source code for the Systems
         Software, together with all necessary password/encryption details
         required to access the code (the "Source Code") if any of the following
         events occur (each a "Release Event"):

7.1.1         Q Comm files for liquidation or winding up or passes any
              resolution for the winding up of Q Comm, in each case without a
              permitted successor to this Agreement; or

7.1.2         any order be made, whether by any creditor or otherwise, for the
              liquidation or winding up of Q Comm, and such order is not
              dismissed within sixty (60) days of the date of entry thereof.

7.2        The Escrow Agreement will contain, inter alia, provisions for
           arbitration in the event that WGR requests release of the Source Code
           and Q Comm objects to the request, provisions relating to the
           preservation of the security and confidentiality of the Source Code
           and provisions recognizing Q Comm's ownership of the Source Code and
           all rights therein.

7.3        In the event of release of the Source Code, WGR shall be granted a
           limited license, for the remainder of the Term and (if applicable)
           the Extended Services Period, to use the Source Code solely to
           correct programming errors in the Systems Software and to maintain
           the POS System for Retail Dealers to the extent permitted by this
           Agreement, to the exclusion of any other right and purpose. WGR shall
           have no right to sub-license the Source Code to others. Any
           prohibitions, restrictions and limitations under this Agreement
           applicable to the Systems Software also apply to the Source Code.

7.4        WGR recognizes and agrees that the Source Code is the valuable
           proprietary and confidential information of Q Comm. WGR agrees to
           hold same in confidence and to preserve its confidentiality in the
           event that it shall be entitled to use the Source Code. The WGR
           further agrees not to disclose the Source Code to any third party
           save only under conditions of confidentiality and by a written
           agreement so as to enable the third party to correct programming
           errors in the Systems Software and to maintain the POS System for
           Retail Dealers to the extent permitted by this Agreement.

7.5        WGR agrees that in the event it obtains access to the Source Code
           pursuant to the Escrow Agreement, it will take all necessary steps to
           prevent unauthorized disclosure of the Source Code.

7.6        At the end of the Term or (if applicable) the Extended Services
           Period, after WGR has obtained Source Code pursuant to the terms
           hereof, WGR will return to Q Comm or its successor or assigns the
           Source Code.


                                       15
<PAGE>

7.7        WGR shall be liable to Q Comm for all direct and indirect,
           consequential, special and incidental damages resulting from any
           unauthorized disclosure of the Source Code by the WGR or any person
           for whom it is at law responsible. To the extent, if any, that this
           provision conflicts with the provision of any other agreement, this
           provision shall prevail.

7.8        For certainty, except to the extent specifically identified in the
           Escrow Agreement, neither WGR nor any third party shall be entitled
           to Source Code. Ownership of the Source Code and all rights therein
           remain with Q Comm at all times.

7.9        The release of the Source Code to WGR shall in no way impair Q Comm's
           right to receive license fees in connection therewith, or the rights
           of Q Comm's creditors, assigns or successors in interest.

7.10       In the event that such terms are varied or a new Escrow Agreement is
           entered into with a mutually acceptable replacement escrow agent,
           then Q Comm shall procure that WGR has the benefit thereof within
           thirty (30) days thereof. WGR agrees to pay the annual registration
           fees payable to any such Escrow Agent so as to enable WGR to be a
           beneficiary under the terms of the Escrow Agreement.

8.       WGR REPRESENTATIONS AND WARRANTIES

         WGR represents and warrants to Q Comm as follows:

8.1      that it has the power and authority to perform its obligations under
         this Agreement, and such performance will not breach any separate
         agreement by which WGR is bound;

8.2      that it will comply with the laws, rules and regulations of all
         applicable countries in connection with its distribution of the POS
         System, including all applicable export laws and controls;

8.3      that it will not make any representations or claims about Q Comm or the
         POS System except those contained in Q Comm's promotional literature or
         specifically authorized in writing by Q Comm; and

8.4      that neither it nor any member of its Group is in breach, as at the
         date of this Agreement, of any binding contractual arrangement with LDC
         Direct, Ltd. Co.

9.       Q COMM REPRESENTATIONS AND WARRANTIES

         Q Comm represents and warrants to WGR as follows:

9.1      that it has the power and authority to perform its obligations under
         this Agreement, and such performance will not breach any separate
         agreement by which Q Comm is bound;

9.2      that the specification to be provided by Q Comm to WGR for equipment to
         be purchased by WGR to operate its own POS System data centres shall be
         complete and accurate in all material respects and will enable WGR to
         operate the POS System substantially in the manner contemplated by the
         System Specification with the minimum number of POS Terminals necessary
         for WGR to maintain its exclusivity in the Territory;


                                       16
<PAGE>

9.3      that for a period of eighteen (18) months after the date of this
         Agreement, the Systems Software, if properly used by WGR and the Retail
         Dealers, shall provide in all material respects, the facilities and
         functions described in the product description of the Systems Software
         and the operating manuals and other literature provided by the Q Comm
         to WGR at the date of this Agreement, as the same are annexed to this
         Agreement for the purposes of identification (the "Software
         Specifications"); provided, however, that the warranty shall not apply
         in the event the Systems Software is modified or altered in any manner
         other than by Q Comm or used with any hardware or POS Terminal not
         provided by or certified by Q Comm; and

9.4      that any subsequent modifications to the Systems Software will not
         materially reduce the facilities and functions of the original Software
         Specifications.

9.5      If Q Comm breaches any of the representations and warranties set forth
         in Clauses 9.2, 9.3 and 9.4 at any time during the Term, then WGR shall
         notify Q Comm of the breach, giving reasonable details of the nature of
         the breach and requiring Q Comm to remedy the same in full within sixty
         (60) days of service of that notice. Such notice shall operate to make
         time of the essence and WGR shall have the right to terminate this
         Agreement should Q Comm fail to make good all the breaches on or before
         close of business on the sixtieth (60th) day after service of the
         notice.

9.6      EXCEPT FOR THE WARRANTIES SET FORTH IN CLAUSES 4 AND 9, THE POS SYSTEM,
         THE POS TERMINAL AND THE SYSTEMS SOFTWARE ARE PROVIDED ON AN "AS IS"
         BASIS. Q COMM DOES NOT WARRANT THAT ITS PRODUCTS OR SERVICES WILL BE
         ERROR FREE OR UNINTERRUPTED, OR THAT ALL NON-CONFORMITIES CAN OR WILL
         BE CORRECTED. Q COMM EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
         CONDITIONS AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO IMPLIED
         WARRANTIES, CONDITIONS AND REPRESENTATIONS OF FITNESS FOR ANY
         PARTICULAR PURPOSE OR INTENDED USE, NON-INFRINGEMENT OF THIRD PARTY
         RIGHTS, AND MERCHANTABILITY.

9.7      IN NO EVENT SHALL Q COMM BE LIABLE TO WGR OR TO ANY THIRD PARTY FOR ANY
         DAMAGES WHICH OCCUR AT ANY TIME AFTER THE DATE OF THIS AGREEMENT
         THROUGH THE LAST DAY OF THE TRIAL PERIOD AND ARISE OUT OF THE
         INSTALLATION OF THE POS SYSTEM, THE SYSTEMS SOFTWARE OR Q COMM"S
         SERVICES RELATED THERETO. WGR AGREES TO INDEMNIFY Q COMM FOR ANY CLAIMS
         AND DAMAGES ARISING OUT OF WGR'S FAILURE TO PROVIDE Q COMM'S
         DISCLAIMERS OF WARRANTIES AND LIABILITIES UNDER THIS AGREEMENT (OR
         DISCLAIMERS OF WARRANTIES AND LIABILITIES NO LESS PROTECTIVE OF Q COMM
         THAN THE DISCLAIMERS UNDER THIS AGREEMENT) TO DISTRIBUTORS, CUSTOMERS
         OR OTHER THIRD PARTIES.


                                       17
<PAGE>

9.8      SUBJECT TO CLAUSE 9.9, IN NO EVENT SHALL Q COMM BE LIABLE TO WGR OR TO
         ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE
         DAMAGES ARISING OUT OF THE POS SYSTEM, THE SYSTEMS SOFTWARE OR Q COMM'S
         SERVICES, INCLUDING LOST PROFITS AND LOST DATA, WHETHER LIABILITY IS
         ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLEGENCE AND STRICT PRODUCT
         LIABLITY) AND IRRESPECTIVE OF WHETHER Q COMM HAS BEEN ADVISED OF THE
         POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. SUBJECT THERETO, IN RELATION TO
         CLAIMS OR DAMAGES ARISING IN THE PERIOD PRIOR TO THE COMMENCEMENT OF
         THE SECOND PERFORMANCE PERIOD, IN NO EVENT SHALL THE AGGREGATE
         LIABILITY OF Q COMM FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED
         TO THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO Q COMM BY WGR
         IN THE PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE
         CLAIM. IN RESPECT OF CLAIMS OR DAMAGES ARISING IN THE SECOND
         PERFORMANCE PERIOD AND THEREAFTER, IN NO EVENT SHALL THE AGGREGATE
         LIABILITY OF Q COMM FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED
         TO THIS AGREEMENT EXCEED THE TOTAL OF THE TRANSACTION FEES PAID TO Q
         COMM BY WGR (GROSSED UP BY THE AMOUNT OF ANY SUMS PROPERLY DEDUCTED
         FROM SUCH PAYMENTS BY WGR BY WAY OF SET-OFF IN ACCORDANCE WITH TERMS OF
         THIS AGREEMENT) IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
         THE EVENT WHICH GAVE RISE TO THE CLAIM.

9.9      NONE OF THE LIMITATIONS SET FORTH IN CLAUSE 9.8 SHALL APPLY IN RELATION
         TO ANY LOSS OR DAMAGE SUFFERED BY WGR BY REASON OF Q COMM BREACHING THE
         RIGHTS OF WGR UNDER THIS AGREEMENT TO EXCLUSIVITY WITHIN THE WHOLE OR
         ANY PART OF THE TERRITORY.

9.10     For the avoidance of doubt the parties agree that nothing contained in
         this Agreement shall apply so as to restrict liability for death or
         personal injury resulting from the negligence or willful misconduct of
         either party.

10.      PAYMENTS

10.1     All payments by WGR to Q Comm shall be made via wire transfer, in
         United States dollars and deemed made upon receipt into the account by
         Q Comm on the relevant invoice. Q Comm may nominate, by notice given to
         WGR in accordance with this Clause 10, another account. Any such
         nomination shall take effect 5 (five) Business Days after it is
         received or (if later) on the date (if any) specified in the notice as
         the date on which the change is to take place.


                                       18
<PAGE>

10.2     If any payments to Q Comm hereunder require the conversion of British
         Pound Sterling to U.S. dollars, the parties agree that the exchange
         rate shall mean the number of U.S. dollars payable in exchange for one
         British Pound Sterling as such rate is quoted in Barclays Bank plc on
         the due date for any payment under this Agreement; provided, however,
         that if such due date for payment occurs on a day on which the Barclays
         Bank plc exchange rate is not published, the rate appearing on the next
         Business Day (excepting U.S. national holidays) shall apply. If the
         aforementioned exchange rate decreases below the rate of U.S. $1.20 per
         one British Pound Sterling, at Q Comm's discretion, the parties may
         renegotiate the pricing of the Agreement. If the United Kingdom joins
         EMU (Economic and Monetary Union) during the Term of this Agreement,
         the British Pound Sterling will eventually be replaced by the Euro. A
         fixed rate of exchange between the Pound Sterling and the Euro will be
         mutually agreed. This conversion rate will be used to convert all Pound
         Sterling amounts referred on in the Agreement into Euros.

11.      FORCE MAJEURE

11.1     If either party shall be prevented from or delayed in performing any of
         its obligations under this Agreement as a result (direct or indirect)
         of force majeure, the affected party shall immediately notify the other
         party and shall use its reasonable endeavours to minimise the effect of
         the "force majeure", provided that this shall not require the affected
         party to settle strikes, lock-outs or other industrial disputes on
         terms contrary to its wishes. In the event of force majeure, the
         obligations of the party giving the notice will be suspended so far as
         it is affected by the force majeure.

11.2     For the purposes of this Agreement, "force majeure" shall include
         events and/or circumstances outside the reasonable control of the
         affected party, including acts or restraints of government, war, civil
         war, riot, terrorism, civil disturbance, strike, lock-out or other
         industrial dispute, shortened hours of labour, accident, epidemic,
         cellular and/or telephone network failure, stoppage of or interference
         with transport facilities or non-supplies or irregular supplies of raw
         or auxiliary materials or energy. The other party may require the
         affected party to produce evidence of the force majeure event.

11.3     Contract fulfilment will be resumed as soon as force majeure has
         ceased.

11.4     The affected party will not be liable for delay or non-fulfilment of
         this Agreement resulting (directly or indirectly) from force majeure.

11.5     If the force majeure continues for more than three (3) months, the
         other party may terminate this Agreement by notice in writing to the
         affected party having immediate effect. If it does not exercise this
         right within seven (7) Business Days of the end of the three (3) month
         period, the affected party may at any time set an appropriate time
         limit in which this Agreement may be terminated by either party if the
         force majeure continues.

12.      TERMINATION

12.1     Upon written notice to Q Comm within fifteen (15) days of the end of
         the Trial Period, WGR may terminate this Agreement, without any further
         liability of either party to the other, if WGR reasonably believes,
         upon review of the POS System, that it will not be able to adequately
         market the POS System within the Territory, sufficient to meet its
         cumulative minimum purchase obligations hereunder.


                                       19
<PAGE>

12.2     In addition to the termination rights specifically provided elsewhere
         in this Agreement, and except to the extent specifically modified by
         other terms of this Agreement, either party may terminate this
         Agreement if the other party commits a material breach of this
         Agreement (except as modified by Clause 16.5) and fails to cure such
         breach within sixty (60) days after the receipt of written notice of
         such breach (except for breaches by a party of its confidentiality
         obligations under this Agreement relating to Source Code, for which the
         period will be ten (10) days after receipt by the breaching party of
         written notice of such breach).

12.3     In addition to other rights of termination under this Agreement, either
         party may (without prejudice to any other right or remedy available to
         it), to the extent permitted by law, terminate this Agreement at any
         time by notice to the other party, having immediate effect if the other
         party shall file a petition for administration (in the case of WGR) or
         (in the case of Q Comm) commence a case under Title 11 of the US Code
         (the Bankruptcy Reform Act of 1978) or file for liquidation or winding
         up or if any resolution shall be passed for the winding up of the other
         party or any order be made whether by any creditor or otherwise for the
         liquidation or winding up of the other party.

12.4     Upon the expiration or termination of this Agreement, howsoever
         arising:

12.4.1        any money due from one party to the other shall become immediately
              due and payable, with the right to set-off any sums properly due
              to it from the other , provided that if WGR is entitled to
              Extended Services pursuant to Clause 13, payment therefor will be
              due on the normal due dates;

12.4.2        Either party may at the end of the Term forthwith give written
              notification to the trade, in a form approved in advance by the
              other party, that WGR has ceased to act as the distributor in
              respect of the POS System within the Territory, provided that such
              approval not be unreasonably withheld or delayed;

12.4.3        Each party shall return to the other party or destroy all
              Confidential Information of the other party, and WGR shall cease
              all use of Q Comm's Licensed Marks;

12.4.4        It is agreed that Clauses 1, 2.10, 8, 9, 10, 12.4, 13, 14.2, 14.4,
              15, 16, 17, 18 and 20 shall survive termination of this Agreement,
              except that if the Extended Service Period applies, the Clauses
              referenced in Section 13.2 shall survive termination.

12.5     Any termination of this Agreement (howsoever occasioned) shall not
         affect any accrued rights or liabilities of any party nor shall it
         affect the coming into force or the continuance in force of any
         provision hereof which is expressly or by implication intended to come
         into or continue in force on or after such termination.

12.6     Upon termination of this Agreement, WGR shall have no further right to
         distribute or use the POS System and all licenses hereunder shall
         cease, except as expressly provided for by this Agreement.


                                       20
<PAGE>

13.      EXTENDED SERVICES

13.1     Effective immediately upon termination of this Agreement for any reason
         other than due to a material breach of this Agreement by WGR or
         pursuant to Clauses 12.1 or 12.2, the following shall apply
         post-termination, during the Extended Services Period:

13.1.1        Q Comm hereby grants to WGR, a non-exclusive license to supply the
              POS System to Retail Dealers within the Territory, including the
              right to market, sublicense and distribute the Terminal Software,
              as pre-loaded by Q Comm or its designate on the POS Terminals;
              provided, however, such supply and distribution by WGR shall be
              limited, subject to Clause 13.1.3, only to any POS Terminals
              purchased or ordered by WGR immediately prior to the date of
              termination or expiry. Notwithstanding any provision in this
              Agreement to the contrary including Clause 13.1.5, nothing in this
              Clause 13.1.1 shall oblige Q Comm to provide modifications,
              enhancements, upgrades or updates to, or maintain, modify or
              enhance the System Software at any time after this licence has
              come into effect;

13.1.2        WGR shall continue to pay Q Comm the required Transaction Fees in
              respect of Transactions processed on the POS System after
              termination of this Agreement pursuant to the terms of Clause 5
              where the Agreement has terminated pursuant to a notice served by
              WGR pursuant to Clause 2.1 but in all other circumstances no
              Transaction Fees shall be payable and the aforesaid license shall
              be royalty-free;

13.1.3        WGR may continue to purchase from Q Comm additional POS Terminals
              for Retail Dealers who were existing WGR customers as of the date
              of termination, but otherwise shall not be entitled to order any
              further POS Terminals from Q Comm; and

13.1.4        Subject to Clause 13.1.1, WGR shall be entitled to relocate its
              POS Terminals or to appoint further or substitute Retail Dealers
              to sell Products via those POS Terminals.

13.1.5        WGR shall continue to maintain and support the Retail Dealers
              using the POS System and, subject to (i) acceptance by Q Comm as
              to the price it may charge therefor and (ii) the required
              Transaction Fees are being paid to Q Comm in accordance with
              Clause 13.1.2, Q Comm shall continue to provide support services
              and other ancillary services as specified in Schedule 3 to WGR.

13.1.6        For the avoidance of doubt, where Transaction Fees are payable WGR
              shall be under no implied obligation to process Products through
              the POS Terminals throughout the twelve (12) year period of the
              Extended Services Period and the right of Q Comm to Transaction
              Fees shall be limited to Transaction Fees in respect only of such
              Products as are sold via the POS System and/or the Operating
              Software at any time and from time to time during that period.

13.2     For purposes of this Clause 13 only, Clause 1, the Customer Agreement
         requirements in Clause 2.4, Clauses 2.5, 2.9, 2.10, 2.15, 2.16, 4.1,
         4.2, 4.3 4.4, 4.5, 4.9. 4.10, 4.11, 4.15, 5, 6.1, 8, 9.1, 9.6, 9.7,
         9.8, 9.9, 10, 12.4.3, 12.4.4, 13, 14.2, 14.4, 15, 16, 17, 18, 19 and 20
         shall survive termination of the Agreement.


                                       21
<PAGE>

13.3     The parties may mutually agree to terminate the Extended Services
         Period of the Agreement. Either party may terminate the Extended
         Services Period of the Agreement and the obligations and
         responsibilities of the parties related thereto set forth in this
         Clause 13, if the other party commits a material breach of such
         obligations and fails to cure such breach within sixty (60) days after
         the receipt of written notice of such breach (except for breaches by a
         party of its confidentiality obligations relating to Source Code set
         forth in Clause 16 of the Agreement, for which the period will be ten
         (10) days after receipt by the breaching party of written notice of
         such breach). Upon such termination WGR's rights and licenses granted
         hereunder and as set forth in the applicable provisions of the
         Agreement shall immediately cease. At the time of termination of the
         Extended Services Period, pursuant to this Clause 13.3, the Clauses
         listed in Section 12.4.4 of the Agreement (except Clause 13) shall
         survive such termination.

14.      NON-SOLICITATION

14.1     Except as expressly permitted by this Agreement, Q Comm undertakes not
         to, directly or indirectly during the Term, supply POS Terminals or
         otherwise make available the POS System to Retail Dealers who, to Q
         Comm's knowledge are still under contract with either WGR or any member
         of the WGR Group.

14.2     Except as expressly permitted by this Agreement, for a period of
         eighteen (18) months after the end of the Term Q Comm undertakes not to
         (and shall use reasonable endeavours to procure that its authorised
         distributors shall not) directly or indirectly solicit any Retail
         Dealers who are, to Q Comm's knowledge, under contract during that
         period with either WGR or any member of the WGR Group to supply them
         with POS Terminals or otherwise make available to them the POS System,
         provided that this restriction shall not prevent either Q Comm or any
         of its authorised distributors after the end of the Term from supplying
         POS Terminals to Retail Dealers who are under contract with either WGR
         or any member of the WGR Group in response to unsolicited requests.

14.3     Nothing in this Agreement shall either directly or indirectly prevent
         or restrict Q Comm from supplying end-users, independent retailers or
         service providers, including Retail Dealers, with any spare parts
         relating to the POS Terminals.

14.4     Unless otherwise expressly agreed to in writing, neither party shall,
         directly or through any member of its Group, solicit for employment or
         hire (as an employee, consultant or otherwise) any person employed by
         the other party or retained by the other party as a consultant at any
         time when such person is employed or engaged by such other party or
         during the six (6) months after such employment or engagement ends.
         This provision will remain in effect during the Term and for a period
         of one (1) year after expiration or termination of this Agreement.


                                       22
<PAGE>

15.      NOTICES

15.1     Any notice, request or other communication given in connection with
         this Agreement shall be in writing and may be delivered by hand, or
         sent by facsimile, or by post, pre-paid recorded delivery or special
         delivery post within the United Kingdom (or prepaid international
         recorded mail if sent outside the United Kingdom), to the address of
         the relevant party set out below.

15.2     The persons authorised to receive notices and the addresses and
         facsimile numbers for the purposes of this clause 11 are as follows:

             To Q Comm:

                Person:          Stephen Flaherty
                Address:         1145 South 1680 West. Orem, UTAH 84058-4930

                Facsimile:       001 801 2229555


                To WGR:

                Person:          Peter Holmes

                Address:         12-50 Kingsgate Road, Kingston, Surrey KT2 5AA
                                 United Kingdom

                Facsimile:       044 208 408 5411

15.3     The parties may nominate, by notice given to the other in accordance
         with this Clause 15, another person, address or facsimile number for
         the receipt of notices or copy notices. Any such nomination shall take
         effect 5 (five) Business Days after it is received or (if later) on the
         date (if any) specified in the notice as the date on which the change
         is to take place.

15.4     Any such notice, request or other communication pursuant to this
         Agreement shall be deemed to have been received:

15.4.1        if delivered by hand before 5.00 p.m. on any Business Day, at the
              time of delivery, and otherwise at 10.00 a.m. on the next Business
              Day;

15.4.2        if sent by prepaid recorded or special delivery post or prepaid
              international recorded airmail, at the time of delivery;

15.4.3        if sent by post (other than by prepaid recorded or special
              delivery post), two (2) Business Days from the date of posting;
              and

15.4.4.       if sent by facsimile, two hours after transmission if sent before
              3:30 p.m. on a Business Day, and otherwise at 10.00 a.m. on the
              next Business Day.


                                       23
<PAGE>

15.5     In proving the service of the same, it will be sufficient to prove that
         the envelope containing such notice was addressed to the address of the
         relevant party set out in this clause and delivered either to that
         address or into the custody of the postal authorities as a prepaid
         recorded or special delivery or international recorded airmail letter,
         or in the case of a facsimile, that such facsimile was duly despatched
         to the facsimile number of the addressee.

15.6     Notice given under this Agreement shall not be validly served if sent
         by email.

16.      CONFIDENTIALITY

16.1     Each party (as Recipient of Confidential Information from the other
         party, as Discloser) agrees that it shall not disclose to any person or
         use for any purpose, except as expressly permitted by this Agreement,
         any Confidential Information of Discloser. Recipient may disclose
         Confidential Information only to its employees, independent contractors
         and advisors who need to know such information, and who are bound to
         keep such information confidential. Recipient shall give Discloser's
         Confidential Information at least the same level of protection as it
         gives its own Confidential Information of similar nature, but not less
         than a reasonable level of protection. Recipient shall maintain
         Confidential Information in a safe and secure place and shall not copy
         Confidential Information except to the extent necessary for the
         purposes of this Agreement. All confidentiality obligations shall
         survive until five (5) years after termination of this Agreement.

16.2     In addition to the exclusions set forth in Clause 16.1, a disclosure of
         Confidential Information that (i) is required to be disclosed by law or
         judicial order (provided that prior written notice of such required
         disclosure is given to Discloser as soon as practicable in order to
         give Discloser the chance to object to the disclosure or to seek a
         protective order), or (ii) is necessary to establish the rights of
         either party hereunder, shall not be considered to be a breach of this
         Agreement.

16.3     Each party agrees that money damages would not be a sufficient remedy
         for any breach of the obligations herein and that the disclosing party
         shall be entitled to specific injunctive relief as a remedy for any
         such breach. Such remedy shall not be deemed to be the exclusive remedy
         for the breach of obligations herein but shall be in addition to all
         other available legal or equitable remedies.

16.4     Each party has the right to review and approve, prior to publication,
         the content of any press releases or public communications issued by
         the other party relating to this Agreement. Approval shall not be
         unreasonably withheld or delayed beyond three (3) Business Days from
         receipt of finished copy, or an otherwise mutually agreed upon time.
         The parties agree to reasonably cooperate with each other in providing
         appropriate quotes and other requested information for press releases.
         No party shall otherwise make (and the parties shall use all reasonable
         endeavours to each procure that no person connected with them shall
         make) an announcement of any kind about this Agreement or the
         transactions contemplated in it or any ancillary matter before, save
         and to extent as may be required by law or the rules of any competent
         regulatory authority.


                                       24
<PAGE>

16.5     To the extent permissible by law, each party hereby agrees, without
         prejudice to its other rights and remedies at law, to waive its right
         to terminate this Agreement by reason only of a breach of this Clause
         16, or to rely on any such breach, when taken in conjunction with any
         breach of another provision of this Agreement, as forming part of any
         course of conduct amounting to a material breach of this Agreement,
         entitling that party to terminate this Agreement, provided always that
         nothing in this Clause 16.5 shall preclude the right of a party to
         terminate pursuant to Clause 12.2 by reason of a breach by the other
         party of its confidentiality obligations under this Agreement relating
         to Source Code.

17.      THIRD PARTY RIGHTS

         No person, other than a person who is a party to this Agreement, has
         any rights under the Contracts (Rights of Third Parties) Act 1999 or
         (to the extent permitted by law) under any analogous law of the State
         of Utah, to rely upon or enforce any term of this Agreement but this
         does not affect any right or remedy of a third party which exists or is
         available apart from that Act.

18.      GENERAL

18.1     Each provision of this Agreement is severable and distinct from the
         others. The parties intend that every such provision shall be and
         remain valid and enforceable to the fullest extent permitted by law. If
         any provision of this Agreement shall be held to be illegal or
         unenforceable by a court or authority of competent jurisdiction, such
         provision(s) shall be modified, if possible, to the minimum extent
         necessary to make it valid and enforceable, or if it cannot be so
         modified, then severed, and the enforceability of the remainder of this
         Agreement shall not be affected.

18.2     Neither a single or partial exercise or temporary or partial waiver by
         any of the parties of any right, nor the failure by that party to
         exercise in whole or in part the right or to insist on the strict
         performance of any provisions of this Agreement, nor the
         discontinuance, abandonment or adverse determination of any proceedings
         taken by that party to enforce any rights or any such provisions shall
         (except for the period or to the extent covered by such temporary or
         partial waiver) operate as a waiver of, or preclude any exercise or
         enforcement or (as the case may be) further or other exercise or
         enforcement by that party of, that or any other right or provision. The
         giving by a party of any consent to any act which by the terms of this
         Agreement requires such consent shall not prejudice the right of that
         party to withhold or give consent to the doing of any similar act in
         the future.

18.3     This Agreement may be entered into in any number of counterparts but,
         taken together, shall constitute one instrument.

18.4     The parties shall not be entitled, save as otherwise permitted in this
         Agreement, to set off any sums which it owes to another party against
         any sums payable to it by the other party.

18.5     Each party to this Agreement shall pay its own costs of and incidental
         to this Agreement and the sale and purchase agreed to be made.


                                       25
<PAGE>

18.6     This Agreement (together with any schedules and attachments hereto and
         any documents referred to herein) constitutes the whole agreement
         between the parties hereto relating to its subject matter, to the
         entire exclusion of any heads of agreement, memoranda or other
         agreement or understanding of any kind between the parties preceding
         the date of this Agreement and in any way related to the subject matter
         hereof, and no variations hereof shall be effective unless made in
         writing and signed by the relevant parties.

18.7     The parties are independent contractors, and this Agreement shall not
         be construed to create any agency, franchise or partnership between the
         parties. Neither party has the authority to bind the other or to incur
         any liability or otherwise act on behalf of the other.

18.8     WGR acknowledges that Q Comm is subject to certain United States laws,
         including but not limited to the Foreign Corrupt Practices Act of 1977
         and any amendments thereto, which apply to activities carried out on Q
         Comm's behalf outside the United States. Subject to prior notification
         by Q Comm, WGR agrees neither to take nor omit to take any action if
         such act or omission might cause Q Comm to be in violation of any such
         laws, and where pursuant to this undertaking WGR is required to take
         any action or to cease or amend its conduct or business practices, it
         shall be granted a reasonable time within which to comply, having
         regard to all the circumstances, including the cost to WGR of
         compliance.

19.      ASSIGNMENT

         This Agreement shall be binding upon and enure for the benefit of each
         party's successors and personal representatives (as the case may be)
         and, save as expressly permitted in this Agreement, none of the rights
         of the parties under this Agreement may be assigned or transferred
         without consent of the other party, which shall not be unreasonably
         withheld. However, a party may assign this Agreement to a subsidiary,
         affiliate or other related entity, or to a third party in connection
         with the acquisition of assets or stock of the assigning party by such
         third party, upon written notice to the other party, provided that the
         assignee accepts all of the assignor's ongoing duties and obligations
         under this Agreement jointly and severally with the original party to
         this Agreement whose rights are being assigned.

20.      GOVERNING LAW AND JURISDICTION


20.1     The validity, construction and performance of this Agreement shall be
         governed by and construed in accordance with the laws of England and
         Wales

20.2     Each party irrevocably agrees to submit to the non-exclusive
         jurisdiction of the courts of England and Wales

20.3     Each party irrevocably consents to any process in any legal action or
         proceedings arising out of or in connection with this Agreement being
         served on it in accordance with the provisions of this Agreement
         relating to service of notices. Nothing contained in this Agreement
         shall affect the right to serve process in any other manner permitted
         by the laws of the country in which service is to be effected.


                                       26
<PAGE>

20.5     In the event of any dispute before any court of competent jurisdiction
         in the United States of America, the prevailing party shall be entitled
         to recover from the non-prevailing party all attorneys' fees and costs
         incurred by the prevailing party in connection with such dispute,
         regardless of whether such dispute results in the filing of a lawsuit.

20.6     The parties agree that the United Nations Convention on Contracts for
         the International Sale of Goods shall not apply in any respect to this
         Agreement or the parties hereto.


         This Agreement has been executed on the date set out on page 1.

Q COMM INTERNATIONAL, INC.

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

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

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



WGR LIMITED


By: /s/ Peter Holmes
   -----------------------------------------
           Signature

Name: Peter Holmes
     ---------------------------------------

Title: Chairman
      --------------------------------------


                                       27
<PAGE>

                                   SCHEDULE 1

                         - Territory by Country & Region

Country                                              Group
1. The United Kingdom                                A
2. Ireland                                           A
3. Spain                                             B
4. Portugal                                          B
5. France                                            C
6. Switzerland                                       C
7. Italy                                             D
8. Malta                                             D
9. Germany                                           E
10. Austria                                          E
11. Belgium                                          F
12. Holland                                          F
13. Luxembourg                                       F
14. Czech Republic                                   H
15. Greece                                           H
16. Poland                                           H


                                       28
<PAGE>

                                   SCHEDULE 2

                         - Pro-forma Escrow Agreement -

                          [TO BE ADDED WHEN COMPLETED]















                                       29
<PAGE>

                                   SCHEDULE 3

                        - Processing and other Services -

1.       Processing Services:

                                   QXPRESS 200


                                 System Overview

The QXPRESS 200 terminal, in concert with the Q Comm Data Center, is designed to
initiate, print and process transactions for various prepaid services. This
combination of remote terminal (Qxpress) and host computer (Q Comm Data Center)
provides Merchants, Brokers and Carriers a network that facilitates the
promotion, sale, collection of money, and multi-level distribution channel
reporting. In addition, the Data Center, which is the heart of the system, is
able to provide various Prepaid Services, Interactive Training (via Qxpress
Merchant Display), Reports On-Demand and Point of Purchase advertising (via
Qxpress Media Display). The combination of the Data Center and the Qxpress
terminal not only processes transactions but also provides a suite of
information management tools to assist Merchants, Brokers, Carriers and others.
Additional services controlled by the Data Center include Data Base management,
Custom Reporting, Automated Clearing House (ACH), Carrier Relations and Pin
Management.

2.   Support Services:

2.1  WGR shall be responsible for and shall provide appropriate and
     knowledgeable first-line customer support for the POS System. If WGR is
     unable to answer a customer inquiry after reasonable efforts, a designated
     employee of WGR may confer with Q Comm as reasonably necessary during Q
     Comm's regular business hours, but WGR shall not refer customers directly
     to Q Comm.

2.2  Technical Support to WGR. Q Comm shall provide WGR with a reasonable amount
     of telephone and e-mail-based consultation and technical support services.
     WGR may telephone Q Comm's offices for support during Q Comm's regular
     business hours, 9:00 a.m. to 5:00 p.m. Mountain Time on weekdays (Monday -
     Friday), except holidays. After-hours, weekend and holiday support is
     available via digital pager. Q Comm shall make reasonable endeavours to
     respond technical support requests and to correct errors, with respect to
     the most current version of the POS System, within the following time
     periods:

          Severity Levels:
          i)   Severity 1 ("Critical") means an error in the POS System that
                  causes the POS System to be inoperable or unusable for a
                  significant number of Retail Dealers.
          ii)  Severity 2 ("Important") means an error in the POS System
                  causing a significant loss of POS System functionality for a
                  significant number of Retail Dealers.
          iii) Severity 3 ("Minor") means all other errors.


                                       30
<PAGE>

          Upon receiving notice of an error, Q Comm will give WGR written
          acknowledgement of receipt of such notice. Q Comm will use
          reasonable endeavours to make such acknowledgement as follows:

          i)   Severity 1 or 2 - within 1/2 hour during regular business hours
                  and within two (2) hours  during off-business hours (for
                  telephone/beeper requests only).
          ii)  Severity 3 - within two (2) business days.

          Q Comm will use reasonable endeavours and, with respect to Severity 1
          and 2 errors, begin diligent efforts to provide a temporary or
          permanent resolution for the error within the following time frames:

          i)   Severity 1: within 4 hours of acknowledging receipt of the
                  error.
          ii)  Severity 2: within 24 hours of acknowledging receipt of the
                  error.
          iii) Severity 3: at Q Comm's discretion, within 7 days of
                  acknowledging the receipt of the error or in a future
                  release of the POS System.

          WGR agrees to cooperate with Q Comm in providing documentation and
          information as Q Comm may reasonably request, so that Q Comm can
          verify and reproduce the reported error.

2.3      Enhancements. From time to time during the Term, Q Comm may make
         upgrades, enhancements, and modifications (collectively, "Updates") to
         the POS System to improve and enhance the POS System, as it deems
         appropriate in its discretion, by adding or improving features and
         performance and otherwise responding to feedback and requests from WGR,
         Distributors and Retail Dealers. Q Comm shall make such Updates
         available to WGR upon commercial release thereof, and such Updates
         shall be licensed pursuant to the terms of this Agreement.

2.4      On-Site Assistance. Upon WGR's request, Q Comm will furnish qualified
         personnel for on-site assistance to WGR or Customers to resolve errors.
         In such event, WGR or the Customer shall pay Q Comm at its then current
         time and materials rates for the time of required personnel and
         reimburse Q Comm for reasonable travel and living expenses of such
         personnel incurred in rendering the requested assistance.

3.       Training.

Q Comm shall provide WGR with a one-day training session with respect to the Q
Comm System during the Trial Period, prior to WGR's first distribution of the
POS System, at WGR's main offices and upon a mutually agreed-upon date (which
shall be concurrent with Q Comm's visit to assist in setting up the data centre
and to install its server, as described in Clause 6.1). The parties may agree in
writing upon any additional training sessions desired by WGR, with such
additional sessions to be provided at WGR's expense.


                                       31
<PAGE>

                                   SCHEDULE 4

                        - Minimum Purchase Requirements -

Minimum purchases by individual country or (as applicable) in groups (defined by
group A to H as per schedule 1).

                         Performance Periods
Group    Trial Period    1.     2.      3.      4.      5.      6.      7.

A        10              490    1,200   2,160   3,360
B                        50     300     540     840
C                        200    400     720     1,120
D                        0      300     540     840
E                        300    1,700   3,060   4,760
F                        100    400     720     1,120
G                        0      300     540     840
H                        100    400     720     1,120

Total    10              1,240  5,000   9,000   14,000  20,000  25,000  30,000

Cumulative               1,250  6,250   15,250  29,250  49,250  74,250  104,250


                                       32
<PAGE>

                                   SCHEDULE 5

                         - Non-exclusive Country Groups

Country                                     Group
1. Rumania                                  I
2. Hungary                                  I
3. Slovakia                                 I
4. Latvia                                   I
5. Lithuania                                I
6. Ukraine                                  I
7. Israel                                   I
8. Russia                                   I
9. Denmark                                  G
10. Finland                                 G
11. Norway                                  G
12. Sweden                                  G


                                       33