Exhibit 10.10

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of October 31, 2003,
between Q COMM INTERNATIONAL,  INC., a Utah corporation (the "Company"),  having
its principal place of business at 1145 South 1680 West, Orem Utah,  84058-4930,
and MICHAEL K. OPENSHAW,  residing at 237 Pebblebrook Way,  Draper,  Utah, 84020
(the "Executive").

                               W I T N E S S E T H

     WHEREAS,  the Executive is currently  employed by the Company and serves as
the Company's Chief Financial Officer; and

     WHEREAS,  the Company,  recognizing  the unique skills and abilities of the
Executive,  wishes to insure that the Executive  will continue to be employed by
the Company; and

     WHEREAS, the Executive desires to continue in the employment of the Company
as President; and

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

     NOW, THEREFORE,  in consideration 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 Financial  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 the chief  financial and
chief  accounting  officer  of the  Company  and shall  perform  the  duties and
responsibilities  that are customary for a chief  financial  officer of a public
company, including maintaining its books and records of the Company, supervising
the  collection of revenues and the payment of expenses,  preparing  reports and
statements  for management and the  stockholders  of the Company,  preparing the
Company's  quarterly  and annual  reports  to be filed  with the  United  States
Securities and Exchange  Commission,  representing  the Company to the financial
community and structuring and executing financing and capital raising activities


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on behalf of the company,  and such other duties and  responsibilities  that 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 Chief Executive
Officer  of the  Company  and the  Board.  The  Executive  shall be based at the
Company's  offices in Orem,  Utah,  or such other  place which shall be within a
seventy-five   mile  radius   thereof  that  shall   constitute   the  Company's
headquarters  and, except for business  travel incident to his employment  under
this  Agreement,  the  Company  agrees the  Executive  shall not be  required to
relocate.  The Executive  agrees to devote  substantially  all his attention and
time during normal business hours to the business and 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 Chief  Executive  Officer
of the Company and 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  10(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.

     2. Term. The term of this Agreement shall commence on November 1, 2003 (the
"Commencement  Date"),  and shall terminate on December 31, 2005, unless earlier
terminated  in accordance  with the terms of this  Agreement  (the  "Termination
Date").  Such  term  of  employment  is  herein  sometimes  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 ("Base  Compensation") of $125,000  throughout the Employment


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     Term. 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 Base Compensation,  the Executive may
     be entitled to receive  additional  compensation  ("Cash  Bonuses")  as set
     forth in this Section 3(b). All Cash Bonuses shall be subject to applicable
     withholding  for  federal,  state and local income and  employment  related
     taxes.

               (i) Signing  Bonus.  The Company shall pay the Executive  $30,000
          before November 30, 2003.

               (ii) Incentive Bonus.  With respect to each of calendar year 2004
          and 2005, the Company shall pay Executive an Incentive  Bonus of up to
          an  additional  $40,000.  The  payment of such  Incentive  Bonus shall
          depend  on  the  Company  and/or  the  Executive   achieving   certain
          operational  or performance  benchmarks,  which shall be determined by
          the Company and the Executive.

          (c) Stock  Options.  The Company shall grant  Executive  stock options
     covering 40,000 shares of the Company's common stock as follows:

               (i) Immediately  upon the signing of this Agreement,  the Company
          shall grant  Executive  stock  options  covering  20,000 shares of the
          Company's common stock.  Such options shall be granted pursuant to one
          of the company's  existing stock option plans,  shall have an exercise
          price equal to the closing  price of a share of the  Company's  common
          stock on the date of grant,  shall  have a term of ten (10)  years and
          shall vest  ratably on the last day of each  calendar  quarter in 2004
          and shall contain such other terms and  conditions as are set forth in
          the Company's standard stock option agreement.

               (ii)  Immediately  upon  the  later  of (A) the  approval  by the
          Company's  stockholder of a new stock option plan (or the amendment of
          the Company's  2003 Stock Option Plan  increasing the number of shares
          reserved  under such plan) or (B) January 1, 2004,  the Company  shall


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          grant Executive stock options  covering 20,000 shares of the Company's
          common stock.  Such options shall have an exercise  price equal to the
          closing price of a share of the Company's  common stock on the date of
          grant,  shall have a term of ten (10)  years and shall vest  10,000 at
          such time as the Company shall report a Net Profit for two consecutive
          calendar  quarters  and 10,000 at such time as the Company  shall have
          reported four quarters of Net Profits,  whether or not consecutive and
          shall contain such other terms and  conditions as are set forth in the
          Company's standard 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.

     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 three  weeks  during  each  calendar  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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<PAGE>


     6.  Expenses.   The  Executive   shall  be  promptly   reimbursed   against
presentation  of vouchers or receipts for all reasonable and necessary  expenses
incurred by him in connection with the performance of his duties hereunder.

     7. 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 October 10, 2001, between
the company and the Executive (the "Indemnification Agreement").

     8. 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
          8(a)(i),  "Cause" shall mean (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 Board after
          due  investigation.   Termination  pursuant  to  clause  (x)  of  this
          subsection  8(a)(i)  shall  be  effective  immediately  15 days  after
          delivering  written  notice  thereof from the Company to the Executive
          specifying  the  acts  or  omissions   constituting  the  failure  and
          requesting  that they be remedied,  but only if the  Executive has not
          cured  such  failure  within  such 15 day  period.  In the  event of a
          termination  pursuant to this subsection 8(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  and it is also the intention and agreement of the Company
          that  Executive  shall not be  deprived by reason of  termination  for
          Cause of any payments,  options or benefits  which have been vested or
          have been earned or to which Executive is entitled as of 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,  the Company may


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<PAGE>

          terminate   this  Agreement  upon  30  days'  written  notice  to  the
          Executive.  In such event,  the  Executive  shall be (1) paid his Base
          Compensation  until  the  Termination  Date,  and  (2)  provided  with
          employee benefits pursuant to Section 4, 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
          8(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 paid:
          (i) his  Base  Compensation  at the  rate  in  effect  at the  time of
          termination  for a period  ending on the  earlier of (A) the  one-year
          anniversary of the Termination Date or (B) December 31, 2005; (ii) any
          Incentive  Bonus  that  he  would  have  earned  had the  Company  not
          terminated this Agreement without Cause and (iii)  continuation  until
          the  expiration  of the  Employment  Term of the  health  and  welfare
          benefits  of the  Executive  and any  long-term  disability  insurance
          generally  provided to senior  executives  of the Company (as provided
          for  by  Section  4 of  this  Agreement);  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) 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  his Base  Compensation  and the benefits  described in Section 4
     hereof,  up to the date of such  termination.  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
     8(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;  or (c) the
     Company purports to terminate the Executive's employment for Cause and such


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<PAGE>

     purported  termination of employment is not effected in accordance with the
     requirements of this  Agreement;  provided,  however,  that with respect to
     items (a) and (c) 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  notwithstanding  any  provision
     therein to the contrary.

          (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 the Company shall  continue to pay  Executive's  Base
     Compensation  and any Incentive  Bonus that he would have earned had he not
     died to his wife,  if she survives him, or, if she does not survive him, to
     his estate,  through the end of the twelfth  month  following  the month in
     which such death occurs.

     9.  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.

     10. 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


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     products  and servics 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  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


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          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
          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 of the  Company,  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
     10 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



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     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 Section 10 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.

          (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.   If  the  Executive   violates  any  of  the
     restrictions  contained in the foregoing  subsection  (a), the  restrictive
     period  shall  not run in  favor  of the  Executive  from  the  time of the
     commencement  of any such violation until such time as such violation shall
     be cured by the Executive to the satisfaction of Company.

     11.  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


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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.  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.

     12. Miscellaneous.

          (a) Integration; Amendment. This Agreement and the Indemnity Agreement
     constitutes the entire agreement between the parties hereto with respect to
     the matters  set forth  herein and  supersedes  and renders 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
     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


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     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
     obligation  to pay  Termination  Compensation  as set  forth  herein  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,  (c)  agrees  not to bring  any  action  or
     proceeding  arising out of or relating to this Agreement in any other court
     and (d)  waives  any  right  such  party  may have to a trial by jury  with
     respect to any action or  proceeding  arising  out of or  relating  to this
     Agreement.  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


                                       12
<PAGE>

     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 12(i).  Nothing
     in this  Section,  however,  shall  affect  the right of any party to serve
     legal process in any other manner permitted by law.

          (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 12(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.


                                       13
<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


                                             -----------------------------------
                                             MICHAEL K. OPENSHAW