Exhibit 10.9

                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is made as of March 8, 2004,
between Q COMM INTERNATIONAL,  INC., a Utah corporation (the "Company"),  having
its principal place of business at 510 East  Technology  Ave.  Building C, Orem,
Utah  84097,  and TERRY  KRAMER,  residing  at 45 Glen  Alpine  Road,  Piedmont,
California 94611 (the "Executive").

                               W I T N E S S E T H

     WHEREAS,  the Executive is currently  employed by the Company on an interim
basis; and

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

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

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

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

     1.  Employment and Duties.  The Company hereby employs the Executive as its
Chief Executive  Officer on the terms and conditions  provided in this Agreement
and  Executive  agrees  to  accept  such  employment  subject  to the  terms and
conditions of this Agreement. The Executive shall be responsible for the overall
management  and  operations  of the  Company  and shall  perform  the duties and
responsibilities  as are  customary  for the  officer of a  corporation  in such
positions and perform such other duties and  responsibilities  as are reasonably
determined  from time to time by the Company's Board of Directors (the "Board").
The Executive  shall report to and be supervised by the Board.  During the first
six months of the Employment  Term (as defined  below),  the Executive  shall be
based at the Company's executive offices for an average minimum of three working
days out of each  workweek  (which may be adjusted due to holidays or vacation).
Thereafter,  the Executive shall be based at the Company's executive offices for
an average  minimum  of two  working  days out of each  workweek  computed  on a
monthly basis. To the extent the Executive is traveling on Company business, the
days of such travel  shall be counted as days based in the  Company's  executive
offices.  For the remainder of each  workweek,  the Executive  shall perform his
duties  hereunder  out of his home  office,  which shall be at a location in the
continental United States as selected by the Executive (the "Home Office").  The
Executive  agrees to devote  substantially  all his  attention  and time  during
normal  business  hours  (regardless  of  where he may be) to the  business  and


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affairs  of the  Company  and to use his  reasonable  best  efforts  to  perform
faithfully and efficiently the duties and  responsibilities  of his position and
to accomplish  the goals and  objectives of the Company as may be established by
the  Board.  Notwithstanding  the  foregoing,  the  Executive  may engage in the
following  activities  (and shall be  entitled to retain all  economic  benefits
thereof  including  fees paid in  connection  therewith)  as long as they do not
interfere in any material respect with the performance of the Executive's duties
and  responsibilities  hereunder:  (i)  serve on  corporate,  civic,  religious,
educational and/or charitable boards or committees,  provided that the Executive
shall not serve on any board or committee of any  corporation  or other business
which  competes  with the  Business  (as defined in Section  9(a)  below);  (ii)
deliver lectures,  fulfill speaking engagements or teach on a part-time basis at
educational   institutions;   and  (iii)  make   investments  in  businesses  or
enterprises and manage his personal  investments;  provided that with respect to
such  activities  Executive  shall comply with any  business  conduct and ethics
policy  applicable to employees of the Company.  During the Employment  Term the
Executive  may not join the board of directors  of any company or any  committee
appointed by the board of directors of any company  without the prior consent of
a majority of the Board,  which consent may not be  unreasonable  withheld.  The
Executive  has  provided  the Company with a list of entities on whose boards he
serves and the Company agrees that he may continue to serve on these boards.

     2. Term.  The term of this  Agreement  shall commence on March 8, 2004 (the
"Commencement  Date"), and shall terminate on March 31, 2006, unless extended or
earlier  terminated  in  accordance  with  the  terms  of  this  Agreement  (the
"Termination  Date").  This Agreement shall renew  automatically  for successive
one-year  periods  unless either party notifies the other in writing at least 90
days before the Termination  Date (as defined below),  or any anniversary of the
Termination  Date,  as the case may be,  that he or it chooses not to extend the
Employment Term. The period beginning on the Commencement Date and ending on the
Termination Date is herein referred to as the "Employment Term".

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

          (a) Base  Compensation.  The  Company  shall pay to the  Executive  an
     annual salary of $225,000 (the "Base Compensation").  The Base Compensation
     shall be payable in equal installments  pursuant to the Company's customary
     payroll  procedures  in effect for its  executive  personnel at the time of
     payment,  but  in  no  event  less  frequently  than  monthly,  subject  to
     withholding for applicable federal,  state, and local income and employment
     related taxes.

          (b) Cash Bonuses. In addition to the Base Compensation,  the Executive
     will be eligible to receive  additional  compensation in an amount equal to
     122% of the Base  Compensation  (the "Cash Bonus").  The Cash Bonus will be
     adjusted based on whether and to what extent the Company  achieves or falls
     short of certain  operational  and/or financial targets (the "Targets") set

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     forth  in a  business  plan  adopted  and  approved  by the  Board  and the
     Executive.  All Cash Bonuses  shall be paid to the Executive by February 28
     of the year  following  the year in which  they  were  earned  and shall be
     subject to applicable  withholding for federal,  state and local income and
     employment related taxes. The Executive shall be entitled to his Cash Bonus
     with  respect to 2004 as if he had been  employed  by the  Company  for the
     entire year.  With respect to 2006, the Executive  shall be entitled to 25%
     of the Cash  Bonus that he would have  earned had he been  employed  by the
     Company for the entire year.  In addition,  with respect to 2004,  the Cash
     Bonus shall be divided  into two parts:  the first part,  which shall equal
     100% of the Base  Compensation  shall be earned as set forth in the  second
     sentence of this Section  3(b);  the second part,  which shall equal 22% of
     the Base Compensation shall be earned if and only if the Company shall have
     hired a new sales team by December 31, 2004. A new sales team shall consist
     of a minimum of one new Vice  President of Sales and six sales  associates,
     which shall include inside, outside and international sales representatives
     and account managers unless the Board and the Executive mutually agree to a
     smaller sales team.

          (c)  Stock  Options.  Subject  to the  approval  of the  Board and the
     Company's  stockholders,  the Company shall grant  Executive  stock options
     covering  255,000  shares of the Company's  common  stock,  the vesting and
     exercisability  of which  shall be set  forth in a  separate  stock  option
     agreement, substantially in the form of Exhibit A hereto (the "Stock Option
     Agreement").

     4. Employee Benefits. During the Employment Term the Executive and his
eligible dependents shall be entitled to such benefits (including but not
limited to, the right to participate in any retirement plans (qualified and
non-qualified), pension, insurance, health, disability or other benefit plan or
program that has been or is hereafter adopted by the Company (or in which the
Company participates), as shall be determined by the Board from time to time;
provided, however, that the Executive shall always be entitled to such benefits
as are generally made available to the senior executives of the Company. The
Company shall, in accordance with standard Company policy and practices in
effect from time to time, reimburse the Executive for all reasonable business
expenses incurred by him in connection with the performance of his duties
hereunder, including, but not limited to, one round-trip coach ticket per week
between his Home Office and the Company's executive offices and shall provide
the Executive with an apartment or room at a within commuting distance from its
executive offices when the Executive is working from the Company's executive
office.

     5. Vacation. The Executive shall be entitled to the normal and customary
amount of paid vacation provided to senior executive officers of the Company,
but in no event less than four weeks during each calendar year. (For this
purpose, 2004 shall be counted as a full year and 2006 shall be counted as a
partial year.) Upon any termination of this Agreement for any reason whatsoever,
any accrued and unused vacation shall be dealt with in accordance with Company
policy.


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     6. Indemnification. The rights of the Executive to indemnification from the
Company for acts or omissions in connection with his employment by the Company
are set forth in the Indemnification Agreement, dated November 10, 2003, between
the Company and the Executive (the "Indemnification Agreement"). Until such time
as the Company's average market capitalization (i.e., the result obtained by
multiplying the closing price per share by the number of shares of Common Stock
issued and outstanding on such date) for any consecutive period consisting of 60
trading days (i.e., a day on which shares are traded on the American Stock
Echange) exceeds $40 million, the Company shall maintain a minimum of $3 million
of Directors and Officers liability insurance. At such time as the Company's
average market capitalization for any consecutive period consisting of 60
trading days exceeds $40 million, the Company shall increase the amount of
insurance to $5 million.

     7. Termination and Termination Benefits.

          (a) Termination by the Company.

                    (i)  For  Cause.  Notwithstanding  any  provision  contained
               herein,  the Company may  terminate  this  Agreement  at any time
               during the  Employment  Term for  "Cause".  For  purposes of this
               subsection 7(a)(i), "Cause" shall mean(w) if the Company fails to
               achieve a majority of the Targets by 30% or more in any  calendar
               year; (x) the willful  failure by the Executive to  substantially
               perform his duties  hereunder  for any reason other than total or
               partial  incapacity  due to  physical  or mental  illness,  (y) a
               conviction  of  Executive  of any  crime  (other  than a  routine
               traffic  violation) that constitutes a felony in the jurisdiction
               in which the crime was  committed or the  conviction of Executive
               of any act that  constitutes  moral  turpitude  or (z)  Executive
               having committed any act constituting  fraud, theft or conversion
               of property as determined by a court of competent jurisdiction or
               by the  reasonable  judgment  of a majority  of the Board after a
               good faith investigation. Termination pursuant to this subsection
               7(a)(i)  shall be  effective  immediately  upon the  delivery  of
               written   notice  thereof  from  the  Company  to  the  Executive
               specifying  the acts or  omissions  constituting  the failure and
               requesting that they be remedied;  provided, however, that in the
               case of a termination  pursuant to clause (x) the Executive shall
               have 15 days  from the date of such  notice  to cure the  failure
               specified in such notice and termination  shall occur immediately
               upon the  expiration  of such 15-day cure period if the Executive
               has not  cured  such  failure  in the good  faith  judgment  of a
               majority of the Board. In the event of a termination  pursuant to
               this  subsection  7(a)(i),  the  Executive  shall be  entitled to
               payment of his Base  Compensation  and the  benefits  pursuant to
               Section 4 hereof up to the effective date of such termination.

                    (ii)  Disability.  If due to  illness,  physical  or  mental
               disability, or other incapacity,  the Executive shall fail, for a
               total  of  any  six   consecutive   months   ("Disability"),   to
               substantially  perform  the  principal  duties  required  by this
               Agreement as determined in good faith by a majority of the Board,
               the Company may terminate  this  Agreement  upon 30 days' written
               notice to the Executive.  In such event,  the Executive  shall be

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               (A)  paid  his  Base   Compensation  and  Cash  Bonus  until  the
               Termination   Date,  and  (B)  provided  with  employee  benefits
               pursuant  to  Section  4 (other  than  transportation  and  hotel
               accommodations),  to the extent  available,  for the remainder of
               the Employment Term; provided,  however, that any compensation to
               be paid to the  Executive  pursuant to this  subsection  7(a)(ii)
               shall be offset  against any payments  received by the  Executive
               pursuant to any policy of  disability  insurance  the premiums of
               which are paid for by the Company.

                    (iii)   Without   Cause.   The  Company  may  terminate  the
               Executive's  employment  hereunder at any time without Cause.  If
               the  Company  terminates  the  Executive's  employment  hereunder
               without  Cause,  other  than  due to  death  or  Disability,  the
               Executive shall be (i) paid the Base  Compensation and the target
               annual  Cash Bonus to which he would have been  entitled  had the
               Company not terminated  this Agreement and (ii) provided with the
               employee   benefits   pursuant   to   Section   4   (other   than
               transportation   and  hotel   accommodations),   to  the   extent
               available,  for a period  ending on the later of (A) the one-year
               anniversary of the Termination  Date or (B) the date on which the
               Employment  Term  would  have  terminated  had  the  Company  not
               terminated this Agreement  without Cause (the "Benefit Period") ;
               provided,  however,  if the Executive  obtains new employment and
               such  employment  makes the  Executive  eligible  for  health and
               welfare or long-term  disability  benefits  which are equal to or
               greater in scope  then the  benefits  then  being  offered by the
               Company,  then the Company shall no longer be required to provide
               such benefits to the Executive.

          (b)  Termination  by the  Executive.  The Executive may terminate this
     Agreement  at any time upon  ninety (90) days prior  written  notice to the
     Company.  Unless such termination is for Good Reason (as defined below), in
     such event the Company's sole  obligation to the Executive  shall be to pay
     the Executive the Base Compensation and the benefits described in Section 4
     hereof,  up to the date of such  termination.  In addition,  the  Executive
     shall be entitled  to receive a pro rata  portion  (computed  on a per diem
     basis) of the Cash Bonus he would have received had he not terminated  this
     Agreement.  If the Executive  terminates this Agreement for Good Reason, it
     shall be treated as if the Company  terminated this Agreement without Cause
     and the provisions of Section 7(a)(iii) shall apply.

          As used herein,  "Good  Reason" means and shall be deemed to exist if,
     without the prior express written consent of the Executive, (a) the Company
     breaches this Agreement in any material  respect;  (b) the Company fails to
     obtain  the full  assumption  of this  Agreement  by a  successor;  (c) the
     Company purports to terminate the Executive's employment for Cause and such
     purported  termination of employment is not effected in accordance with the
     requirements  of this  Agreement;  (d) the Company  employs  another senior
     executive and requests that the Executive  report to such officer;  (e) the
     Company  materially  reduces  the  Executive's  responsibilities;  (f)  the
     Company  reduces  the  Base  Compensation  without  the  Executive's  prior
     consent;  or (g) the Company  materially  reduces the benefits to which the
     executive is entitled to pursuant to Section 4 of this  Agreement as of the

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     date hereof,  except if such reduction  applies to all senior executives of
     the Company; provided, however, that with respect to items (a) - (g) above,
     within fifteen (15) days of written notice of termination by the Executive,
     the Company has not cured, or commenced to cure, such failure or breach.

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

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

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

     9. Covenant Not To Compete.

          (a) Covenants Against  Competition.  As of the date of this Employment
     Agreement  (i) the Company is engaged in the  business  of selling  prepaid
     products and services,  providing  electronic  transaction  processing  for
     prepaid  products  and  services  and selling or  licensing  an  integrated
     electronic  point of sale  activation  system  (the  "Business");  (ii) the
     Company's  Business is conducted  currently  throughout  the United States,
     Canada and in certain  countries  in Europe and Asia and may be expanded to

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     other  locations;  (iii) the  Executive's  employment with the Company will
     have given him access to confidential  information  concerning the Company;
     and (iv) the  agreements  and  covenants  contained in this  Agreement  are
     essential to protect the business and goodwill of the Company. Accordingly,
     the Executive covenants and agrees as follows:

               (i) Non-Compete.  Without the prior written consent of the Board,
          the  Executive  shall not during  the  Restricted  Period (as  defined
          below) within the  Restricted  Area (as defined  below) (except in the
          Executive's  capacity  as an  officer  of  the  Company  or any of its
          affiliates),  (a) engage or participate in the Business; (b) enter the
          employ of, or render any  services  (whether or not for a fee or other
          compensation)  to, any person engaged in the Business;  or (c) acquire
          an equity interest in any such person; provided,  further, that during
          the Restricted  Period the Executive may own,  directly or indirectly,
          up to 5%,  solely as a passive  investment,  of the  securities of any
          company traded on any national  securities exchange or on the National
          Association of Securities Dealers Automated Quotation System.

               As  used  herein,  "Restricted  Period"  shall  mean  the  period
          commencing on the Effective  Date and ending on the first  anniversary
          of the Executive's termination of employment.

               "Restricted  Area" shall mean any place within the United  States
          and any other  country in which the  Company is then  actively  has an
          ongoing  Business  relationship or is actively  negotiating  Business.

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


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          retain copies of, or have access to, all such Confidential Information
          relating  to any  disagreement,  dispute  or  litigation  (pending  or
          threatened) involving the Executive.

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

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

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

               (i)  Specific  Performance.  The  right  and  remedy  to have the
          Restrictive Covenants  specifically enforced by any court of competent
          jurisdiction,  it being agreed that any breach or threatened breach of
          the  Restrictive  Covenants  would  cause  irreparable  injury  to the
          Company and that money damages would not provide an adequate remedy to
          the Company.

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

          (c) Severability of Covenants.  The Executive  acknowledges and agrees
     that the  Restrictive  Covenants are  reasonable  and valid in duration and
     geographical scope and in all other respects.  If any court determines that
     any of the  Restrictive  Covenants,  or any part  thereof,  is  invalid  or
     unenforceable, the remainder of the Restrictive Covenants shall not thereby
     be affected  and shall be given full effect  without  regard to the invalid
     portions.  The  provisions  set forth in this  Section 9 above  shall be in
     addition to any other  provisions of the business conduct and ethics policy
     applicable to employees of the Company and its subsidiaries during the term
     of Executive's employment.


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<PAGE>


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

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

     11. Miscellaneous.

          (a) Integration; Amendment. This Agreement, the Stock Option Agreement
     and the  Indemnity  Agreement are the only  agreements  between the parties
     hereto  with  respect to the  matters set forth  herein and  supersede  and
     render  of no force and  effect  all prior  understandings  and  agreements
     between  the parties  with  respect to the  matters  set forth  herein.  No
     amendments  or  additions  to this  Agreement  shall be  binding  unless in
     writing and signed by both parties.  Notwithstanding the foregoing, nothing
     in this  Agreement  shall  prevent or limit the  Executive's  continuing or
     future  participation  in any  benefit,  bonus,  incentive or other plan or
     program  provided or  maintained by the Company and for which the Executive
     may qualify,  nor shall anything  herein limit or otherwise  prejudice such
     rights  as the  Executive  may have  under  any  other  existing  or future
     agreements with the Company.  Except as otherwise expressly provided for in
     this Agreement, amounts which are vested benefits or which the Executive is
     otherwise entitled to receive under any plans or programs of the Company at
     or  subsequent  to the date of  termination  shall be payable in accordance
     with such plans or programs.

          (b)  Severability.  If any  part of this  Agreement  is  contrary  to,
     prohibited by, or deemed invalid under applicable law or regulations,  such


                                       9
<PAGE>


     provision  shall be  inapplicable  and  deemed  omitted  to the  extent  so
     contrary, prohibited, or invalid, but the remainder of this Agreement shall
     not be invalid and shall be given full force and effect so far as possible.

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

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

          (e) Burden and Benefit; Survival. This Agreement shall be binding upon
     and inure to the benefit of the parties hereto and their respective  heirs,
     executors,  personal and legal representatives,  successors and assigns. In
     addition  to,  and  not  in  limitation  of,  anything  contained  in  this
     Agreement,  it is  expressly  understood  and  agreed  that  the  Company's
     obligations during the Benefit Period as set forth in Section 7(a)(iii) and
     as set  forth  in  Section  7(d)  shall  survive  any  termination  of this
     Agreement.

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

          (g) Jurisdiction. Except as otherwise provided for herein, each of the
     parties  (a)  submits  to the  exclusive  jurisdiction  of any state  court
     sitting in Utah County, Utah or federal court sitting in Utah in any action
     or proceeding arising out of or relating to this Agreement, (b) agrees that
     all  claims  in  respect  of the  action  or  proceeding  may be heard  and
     determined  in any such  court and (c)  agrees  not to bring any  action or
     proceeding arising out of or relating to this Agreement in any other court.
     Each of the  parties  waives  any  defense  of  inconvenient  forum  to the
     maintenance  of any action or  proceeding  so brought  and waives any bond,
     surety or other  security  that might be  required  of any other party with
     respect thereto.  Any party may make service on another party by sending or
     delivering  a copy of the  process to the party to be served at the address
     and in the manner provided for giving of notices in Section 11(i).  Nothing
     in this  Section,  however,  shall  affect  the right of any party to serve
     legal process in any other manner permitted by law.

                                       10
<PAGE>


          (h) Notices.  All notices called for under this Agreement  shall be in
     writing and shall be deemed given upon receipt if delivered  personally  or
     by  confirmed  facsimile  transmission  and followed  promptly by mail,  or
     mailed by registered or certified mail (return receipt requested),  postage
     prepaid,  to the parties at their  respective  addresses  (or at such other
     address for a party as shall be  specified by like  notice;  provided  that
     notices  of a change  of  address  shall be  effective  only  upon  receipt
     thereof)  as set forth in the  preamble to this  Agreement  or to any other
     address or  addressee  as any party  entitled to receive  notice under this
     Agreement  shall  designate,  from time to time,  to  others in the  manner
     provided in this subsection 11(i) for the service of notices.

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

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

               (j) Construction.  The Parties have  participated  jointly in the
          negotiation and drafting of this Agreement.  In the event an ambiguity
          or question of intent or interpretation  arises,  this Agreement shall
          be construed as if drafted  jointly by the Parties and no  presumption
          or burden of proof shall arise  favoring or  disfavoring  any Party by
          virtue of the authorship of any of the  provisions of this  Agreement.
          Any reference to any federal,  state, local, or foreign statute or law
          shall be deemed also to refer to all rules and regulations promulgated
          thereunder,   unless  the  context   requires   otherwise.   The  word
          "including"  shall mean including without  limitation.  Nothing in the
          Disclosure  Schedule shall be deemed adequate to disclose an exception
          to a  representation  or warranty  made herein  unless the  Disclosure
          Schedule identifies the exception with particularity and describes the
          relevant facts in detail.


                                       11
<PAGE>


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

                                      Q COMM INTERNATIONAL, INC.


                                      By:    -----------------------------------
                                             Name:  Paul C. Hickey
                                             Title:  Chief Executive Officer


                                      ------------------------------------------
                                      TERRY KRAMER