TERMINATION AGREEMENT

     TERMINATION AGREEMENT (this "Termination  Agreement") dated as of April 17,
2000, by and between Q-Seven Systems, Inc., a Utah corporation ("Q-Seven"),  and
Mr. Barry A. Ellsworth ("Ellsworth," and together with Q-Seven, the "Parties").

     WHEREAS,  Q-Seven and Ellsworth are the parties to that certain  Consulting
Agreement dated May 27, 1999 (the  "Consulting  Agreement"),  a copy of which is
attached hereto as Exhibit A; and

     WHEREAS,  pursuant to the  Consulting  Agreement,  Ellsworth was to perform
services for Q-Seven as an independent contractor;

     WHEREAS,   Q-Seven  and  Ellsworth   desire  to  terminate  the  Consulting
Agreement.

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
set forth  herein,  and other good and valuable  consideration,  the receipt and
sufficiency which are hereby acknowledged, the parties agree as follows:

     The  Consulting  Agreement  and all rights and  obligations  of the Parties
thereunder are hereby terminated  effective as of August 5, 1999 and each of the
Parties shall take such further action as is reasonably necessary to effect such
termination.

     As consideration for the termination of the Consulting Agreement and of all
rights and obligations of the Parties thereunder, Q-Seven shall pay to Ellsworth
on the date hereof, the sum of $10 (the "Termination  Fee"). The Termination Fee
shall be payable by Q-Seven to Ellsworth by delivery of a check in the amount of
the Termination Fee.

     This  Termination  Agreement  may be executed in one or more  counterparts,
each of  which  shall  be  deemed  to be an  original,  but all of  which  shall
constitute one and the same agreement.

     Ellsworth,  his successors,  assigns or agents hereby release,  remise, and
forever discharge Q-Seven, its predecessors,  subsidiaries,  affiliates, related
entities,  successors  in interest,  assigns,  directors,  officers,  employees,
agents, representatives, and owners, from any and all claims, demands, causes of
action, obligations, damages, costs and expenses, known or unknown, of any kind,
nature,  or  description,  which  Ellsworth  has, may have had or may  hereafter
assert arising from or related in any way to this  Termination  Agreement or the
Consulting Agreement.

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     Q-Seven,  its successors,  assigns and agents hereby release,  remise,  and
forever discharge  Ellsworth,  his affiliates,  related entities,  successors in
interest,  assigns,  employees,  agents, and  representatives,  from any and all
claims,  demands,  causes of action,  obligations,  damages, costs and expenses,
known or unknown,  of any kind, nature, or description,  which Q- Seven has, may
have had or may  hereafter  assert  arising  from or  related in any way to this
Termination Agreement or the Consulting Agreement.

     This  Termination  Agreement  contains  the entire  agreement  between  the
Parties  with  regard to the matters set forth  herein.  The Parties  shall bear
their own attorneys'  fees and costs incurred in connection  with any dispute or
difference arising out of or related to this Termination Agreement.

     This  Agreement is binding on and shall inure to the benefit of the Parties
and their  current  and future  agents,  employees,  representatives,  officers,
directors,  partners,  shareholders,  subsidiary  companies,  parent  companies,
affiliates, assigns and successors.

     The  Parties  enter into this  Termination  Agreement  after  having  fully
reviewed this Agreement,  and the attached Consulting  Agreement,  in particular
paragraph (6) of the Consulting  Agreement,  and after having had an opportunity
to ask any questions  regarding either  agreement and after fully  understanding
the contents of both agreements.

     This Termination Agreement shall be governed by and construed in accordance
with the laws of the State of Utah applicable to contracts executed in and to be
fully  performed in such State,  without  giving effect to its conflicts of laws
statutes, rules or principles.

                                    * * * * *


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     IN WITNESS WHEREOF,  the Parties have caused this Termination  Agreement to
be executed as of the date first set forth above.


                                       Q-SEVEN SYSTEMS, INC.


                                       By:         /s/ Philipp Kriependorf
                                       Name:    Philipp Kriependorf
                                       Title:   President




                                          /s/ Barry A. Ellsworth
                                       Barry A. Ellsworth