Exhibit 10.2


    
      

      

    

     

     

     

     

     

     

     

     

     

     

     

    


     

    Q
      COMM INTERNATIONAL, INC.

     

    REGISTRATION
      RIGHTS AGREEMENT

     

     

    December
      19, 2005

    
       

       

       

       

       

       

       

       

       

       

       

      

        
 

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

    

     

     

    TABLE
      OF CONTENTS

    


     

      
        	 	 	
                Page

              
	 	 	 
	 	 	 
	
                Section
                  1

              	
                Definitions

              	
                1

              
	 	 	 	 
	 	
                1.1

              	
                Certain
                  Definitions

              	
                1

              
	 	 	 	 
	
                Section
                  2 

              	
                Registration
                  Rights

              	
                3

              
	 	 	 	 
	 	
                2.1

              	
                Company
                  Registration

              	
                3

              
	 	
                2.2

              	
                Registration
                  on Form S-3

              	
                4

              
	 	
                2.3

              	
                Expenses
                  of Registration

              	
                6

              
	 	
                2.4

              	
                Registration
                  Procedures

              	
                6

              
	 	
                2.5

              	
                Indemnification

              	
                7

              
	 	
                2.6

              	
                Information
                  by Holder

              	
                9

              
	 	
                2.7

              	
                Restrictions
                  on Transfer

              	
                9

              
	 	
                2.8

              	
                Rule
                  144 Reporting

              	
                11

              
	 	
                2.9

              	
                Delay
                  of Registration

              	
                11

              
	 	
                2.10

              	
                Transfer
                  or Assignment of Registration Rights

              	
                11

              
	 	
                2.11

              	
                Limitations
                  on Subsequent Registration Rights

              	
                11

              
	 	
                2.12

              	
                Termination
                  of Registration Rights

              	
                12

              
	 	 	 	 
	
                Section
                  3 

              	
                Miscellaneous

              	
                12

              
	 	 	 	 
	 	
                3.1

              	
                Amendment

              	
                12

              
	 	
                3.2

              	
                Notices

              	
                12

              
	 	
                3.3

              	
                Governing
                  Law

              	
                13

              
	 	
                3.4

              	
                Successors
                  and Assigns

              	
                13

              
	 	
                3.5

              	
                Entire
                  Agreement

              	
                13

              
	 	
                3.6

              	
                Delays
                  or Omissions

              	
                13

              
	 	
                3.7

              	
                Severability

              	
                13

              
	 	
                3.8

              	
                Titles
                  and Subtitles

              	
                13

              
	 	
                3.9

              	
                Counterparts

              	
                13

              
	 	
                3.10

              	
                Telecopy
                  Execution and Delivery

              	
                13

              
	 	
                3.11

              	
                Jurisdiction;
                  Venue

              	
                14

              
	 	
                3.12

              	
                Further
                  Assurances

              	
                14

              
	 	
                3.13

              	
                Attorneys’
                  Fees

              	
                14

              
	 	
                3.14

              	
                Aggregation

              	
                14

              
	 	
                3.15

              	
                Obligation
                  of Company

              	
                14

              


      

    

    


    


    


    


    
      
        
          
             

          

           

        

        
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    Q
      COMM INTERNATIONAL, INC.

     

    


    REGISTRATION
      RIGHTS AGREEMENT

     

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of December 19, 2005, by and among Q Comm
      International, Inc., a Utah corporation (the “Company”),
      and
      the persons and entities (each, an “Investor”
and
      collectively, the “Investors”)
      listed
      on Exhibit A
      hereto.
      Unless otherwise defined herein, capitalized terms used in this Agreement have
      the meanings ascribed to them in Section
      1.

     

    RECITALS

     

    Whereas
      the Company has sold Shares of the Company’s Common Stock to the Investors
      listed on Exhibit
      A
      hereto
      pursuant to the Purchase Agreements; and

     

    Whereas,
      in connection with the sale of these Shares, the Company desires to grant
      registration rights to the Investors, which will allow the Investors to resell
      the shares in the public market upon certain conditions;

     

    NOW,
      THEREFORE:
      In
      consideration of the mutual promises and covenants set forth herein, and other
      consideration, the receipt and adequacy of which is hereby acknowledged, the
      parties hereto agree as follows:

    Section
      1

    Definitions

     

    1.1    Certain
      Definitions.
      As used
      in this Agreement, the following terms shall have the meanings set forth
      below:

     

    (a)    “Commission”
shall
      mean the Securities and Exchange Commission or any other federal agency at
      the
      time administering the Securities Act.

     

    (b)    “Common
      Stock”
means
      the Common Stock of the Company.

     

    (c)    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended, or any similar successor
      federal statute and the rules and regulations thereunder, all as the same shall
      be in effect from time to time. 

     

    (d)    “Holder”
shall
      mean any Investor who holds Registrable Securities and any holder of Registrable
      Securities to whom the registration rights conferred by this Agreement have
      been
      duly and validly transferred in accordance with Section
      2.10
      of this
      Agreement.

     

    (e)    “Indemnified
      Party”
shall
      have the meaning set forth in Section 2.5(c)
      hereto.

     

    (f)    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 2.5(c)
      hereto.

     

    (g)    “Investors”
shall
      mean the persons and entities listed on Exhibit
      A
      hereto.

    


    
      
        
           

           

        

        
           

          
            

          

        

        
           

        

      

    

    


     

    (h)    “Purchase
      Agreements”
shall
      mean the Stock Purchase Agreements, dated the same date as this Agreement,
      that
      have been entered into severally between the Company and each of the
      Investors.

     

    (i)    “Registrable
      Securities”
shall
      mean (i) shares of Common Stock issued pursuant to the Purchase Agreements
      and (ii) any Common Stock issued as a dividend or other distribution with
      respect to or in exchange for or in replacement of the shares referenced in
      (i) above; provided,
      however,
      that
      Registrable Securities shall not include any shares of Common Stock described
      in
      clause (i) or (ii) above which have previously been registered or which have
      been sold to the public either pursuant to a registration statement or
      Rule 144, or which have been sold in a private transaction in which the
      transferor’s rights under this Agreement are not validly assigned in accordance
      with this Agreement.

     

    (j)    The
      terms
“register,”
      “registered”
and
      “registration”
shall
      refer to a registration effected by preparing and filing a registration
      statement in compliance with the Securities Act and the applicable rules and
      regulations thereunder, and the declaration or ordering of the effectiveness
      of
      such registration statement.

     

    (k)    “Registration
      Expenses”
shall
      mean all expenses incurred in effecting any registration pursuant to this
      Agreement, including, without limitation, all registration, qualification,
      and
      filing fees, printing expenses, escrow fees, blue sky fees and expenses, and
      expenses of any regular or special audits incident to or required by any such
      registration, but shall not include Selling Expenses and the compensation of
      regular employees of the Company.

     

    (l)    “Restricted
      Securities”
shall
      mean any Registrable Securities required to bear the legend set forth in
Section 2.7(c)
      hereof.

     

    (m)    “Rule 144”
shall
      mean Rule 144 as promulgated by the Commission under the Securities Act, as
      such Rule may be amended from time to time, or any similar successor rule that
      may be promulgated by the Commission.

     

    (n)    “Rule
      145”
shall
      mean Rule 145 as promulgated by the Commission under the Securities Act, as
      such Rule may be amended from time to time, or any similar successor rule that
      may be promulgated by the Commission

     

    (o)    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, or any similar successor federal
      statute and the rules and regulations thereunder, all as the same shall be
      in
      effect from time to time.

     

    (p)    “Selling
      Expenses”
shall
      mean all underwriting discounts, selling commissions, and stock transfer taxes
      applicable to the sale of Registrable Securities and fees and disbursements
      of
      counsel for any Holder.

     

    (q)    “Shares”
shall
      mean the shares
      of
      Common Stock held by the Investors.

    


    
      
        
           

           

        

        
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    Section 2

     

    Registration
      Rights

     

    2.1    Company
      Registration

     

    


     

    (a)    Company
      Registration.
      If the
      Company shall determine to register any of its securities either for its own
      account or the account of a security holder or holders, other than a
      registration pursuant to Section
      2.2
      herein,
      a registration relating solely to employee benefit plans, a registration
      relating to the offer and sale of debt securities, a registration relating
      to a
      corporate reorganization or other Rule 145 transaction, or a registration on
      any
      registration form that does not permit secondary sales, the Company
      will:

     

    (i)    promptly
      give written notice of the proposed registration to all Holders;
      and

     

    (ii)    use
      its
      reasonable best efforts to include in such registration (and any related
      qualification under blue sky laws or other compliance), except as set forth
      in
Section 2.1(b)
      below,
      and in any underwriting involved therein, all of such Registrable Securities
      as
      are specified in a written request or requests made by any Holder or Holders
      received by the Company within fifteen (15) days after such written notice
      from
      the Company is mailed or delivered. Such written request may specify all or
      a
      part of a Holder’s Registrable Securities for inclusion in such
      registration.

     

    (b)    Underwriting.
      If the
      registration of which the Company gives notice is for a registered public
      offering involving an underwriting, the Company shall so advise the Holders
      as a
      part of the written notice given pursuant to Section 2.1(a)(i).
      In such
      event, the right of any Holder to registration pursuant to this Section 2.1
      shall be
      conditioned upon such Holder’s participation in such underwriting and the
      inclusion of such Holder’s Registrable Securities in the underwriting to the
      extent provided herein. All Holders proposing to distribute their securities
      through such underwriting shall (together with the Company and the other holders
      of securities of the Company proposing to distribute their securities through
      such underwriting) enter into an underwriting agreement in customary form with
      the representative of the underwriter or underwriters selected by the
      Company.

     

    Notwithstanding
      any other provision of this Section 2.1,
      if the
      underwriters advise the Company in writing that marketing factors require a
      limitation on the number of shares to be underwritten, the underwriters may
      (subject to the limitations set forth below) limit the number of Registrable
      Securities to be included in the registration and underwriting. The Company
      shall so advise all holders of securities requesting registration, and the
      number of shares of securities that are entitled to be included in the
      registration and underwriting shall be allocated, as follows: (i) first, to
      the
      Company for securities being sold for its own account, (ii) second, to the
      Holders requesting to include Registrable Securities in such registration
      statement based on the pro
      rata
      percentage of Registrable Securities held by such Holders, (iii) third, to
      the
      other selling stockholders requesting to include other shares in such
      registration statement based on the pro rata percentage of other shares held
      by
      such other selling stockholders. If a person who has requested inclusion in
      such
      registration as provided above does not agree to the terms of any such
      underwriting, such person shall also be excluded therefrom by written notice
      from the Company or the underwriter. Any Registrable Securities or other
      securities excluded or withdrawn from such underwriting shall also be withdrawn
      from such registration. If shares are so withdrawn from the registration and
      if
      the number of shares of Registrable Securities to be included in such
      registration was previously reduced as a result of marketing factors pursuant
      to
Section
      2.1(b),
      the
      Company shall then offer to all persons who have retained the right to include
      securities in the registration the right to include additional securities in
      the
      registration in an aggregate amount equal to the number of shares so withdrawn,
      with such shares to be allocated among the persons requesting additional
      inclusion in the manner set forth above.

    


    
      
        
           

           

        

        
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    (c)    Right
      to Terminate Registration.
      The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under this Section 2.1
      prior to
      the effectiveness of such registration, whether or not any Holder has elected
      to
      include securities in such registration.

     

    2.2    Registration
      on Form S-3

     

    (a)    Request
      for Form S-3 Registration.
      The
      Company shall use its reasonable best efforts to qualify itself to register
      it
      securities on Form S-3 or any comparable or successor form or forms of the
      Commission. Subject to the conditions set forth in this Section 2.2,
      if the
      Company shall receive from a Holder or Holders of Registrable Securities a
      written request that the Company effect any registration on Form S-3 or any
      similar short form registration statement with respect to all or part of the
      Registrable Securities (with such request stating the number of shares of
      Registrable Securities to be disposed of and the intended methods of disposition
      of such shares by such Holder or Holders), the Company will: 

     

    (i)    promptly
      give written notice of the proposed registration to all other Holders;
      and

     

    (ii)    as
      soon
      as practicable, file and use its reasonable best efforts to effect such
      registration (including, without limitation, filing post-effective amendments,
      appropriate qualifications under applicable blue sky or other state securities
      laws, and appropriate compliance with the Securities Act) and to permit or
      facilitate the sale and distribution of all or such portion of such Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities of any Holder or Holders joining in such request
      as are specified in a written request received by the Company within twenty
      (20)
      days after such written notice from the Company is mailed or
      delivered.

     

    If,
      at
      the time the Holder(s) make a request for a registration on Form S-3 pursuant
      to
      this Section
      2.2, the
      Company does not qualify to use Form S-3 pursuant the qualification requirements
      of that form (or cannot reasonably be expected to so qualify within sixty (60)
      days of such request), then the Company shall be required to file a registration
      on Form S-1 or such other form of the Commission that would allow the Holders
      to
      sell the Registrable Securities in a registered offering. In such instance,
      all
      the provisions of this Section
      2.2 shall
      continue to apply to such alternative form of registration.

     

    (b)    Limitations
      on Form S-3 Registration.
      The
      Company shall not be obligated to effect, or take any action to effect, any
      such
      registration pursuant to this Section 2.2:
      

     

    (i)    Prior
      to
      one hundred and eighty (180) days from the date of this Agreement.

     

    (ii)    In
      any
      particular jurisdiction in which the Company would be required to execute a
      general consent to service of process in effecting such registration,
      qualification, or compliance, unless the Company is already subject to service
      in such jurisdiction and except as may be required by the Securities Act;


    


    
      
        
           

           

        

        
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    (iii)    If
      the
      Holders, together with the holders of any other securities of the Company
      entitled to inclusion in such registration, propose to sell Registrable
      Securities and such other securities (if any) on Form S-3 at an aggregate price
      to the public of less than Five Hundred Thousand Dollars ($500,000);
      or

     

    (iv)    If,
      in
      any twelve-month period, the Company has already effected two (2) such
      registrations in such period.

     

    (c)    Deferral.
      If
      (i) in the good faith judgment of the Board of Directors of the Company
      (the “Board”),
      the
      filing of a registration statement covering the Registrable Securities would
      be
      materially detrimental to the Company and the Board concludes, as a result,
      that
      it is in the best interests of the Company to defer the filing of such
      registration statement at such time, and (ii) the Company shall furnish to
      such Holders a certificate signed by the President of the Company, stating
      that,
      in the good faith judgment of the Board, it would be materially detrimental
      to
      the Company for such registration statement to be filed in the near future
      and
      that it is, therefore, in the best interests of the Company to defer the filing
      of such registration statement, then the Company shall have the right to defer
      such filing for a period of not more than ninety (90) days after receipt of
      the
      request of the Holder or Holders under this Section
      2.2;
      provided
      that the Company shall not defer its obligation in this manner more than once
      in
      any twelve-month period.

     

    (d)    Underwriting.
      If the
      Holder(s) intend to distribute the Registrable Securities covered by their
      request by means of an underwriting, they shall so advise the Company as a
      part
      of their request made pursuant to this Section 2.2
      and the
      Company shall include such information in the written notice given pursuant
      to
Section 2.2(a)(i).
      In such
      event, the right of any Holder to include all or any portion of its Registrable
      Securities in such registration pursuant to this Section 2.2
      shall be
      conditioned upon such Holder’s participation in such underwriting and the
      inclusion of such Holder’s Registrable Securities in such registration to the
      extent provided herein. The Company shall (together with all Holders and other
      persons proposing to distribute their securities through such underwriting)
      enter into an underwriting agreement in customary form with the representative
      of the underwriter or underwriters selected for such underwriting by such
      Holders that hold a majority in interest of the Registrable Securities to be
      registered in such registration, which underwriters are reasonably acceptable
      to
      the Company.

     

    Notwithstanding
      any other provision of this Section 2.2,
      if the
      underwriters advise the Initiating Holders in writing that marketing factors
      require a limitation on the number of shares to be underwritten, the number
      of
      Registrable Securities and other Shares that may be so included shall be
      allocated as follows: (i) first, among all Holders requesting to include
      Registrable Securities in such registration statement based on the pro rata
      percentage of Registrable Securities held by such Holders; (ii) second, to
      the
      Company, for its own account; and (iii) to other selling stockholders holding
      other Shares. 

     

    If
      a
      person who has requested inclusion in such registration as provided above does
      not agree to the terms of any such underwriting, such person shall be excluded
      therefrom by written notice from the Company, the underwriter, or the Holder(s).
      The Registrable Securities or other securities so excluded shall also be
      withdrawn from such registration. Any Registrable Securities or other securities
      excluded or withdrawn from such underwriting shall also be withdrawn from such
      registration. If Shares are so withdrawn from the registration and if the number
      of Shares to be included in such registration was previously reduced as a result
      of marketing factors pursuant to this Section 2.2(d),
      then
      the Company shall then offer to all Holders who have retained rights to include
      securities in the registration the right to include additional Registrable
      Securities in the registration in an aggregate amount equal to the number of
      shares so withdrawn, with such shares to be allocated among such Holders
      requesting additional inclusion, as set forth above.

    


    
      
        
           

           

        

        
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    2.3    Expenses
      of Registration.
      All
      Registration Expenses incurred in connection with registrations pursuant to
      Sections 2.1
      and 2.2 hereof
      shall be borne by the Company; provided,
      however,
      that
      the Company shall not be required to pay for any expenses of any registration
      proceeding begun pursuant to Section
      2.2
      if the
      registration request is subsequently withdrawn at the request of the Holders
      of
      a majority of the Registrable Securities to be registered or because a
      sufficient number of Holders shall have withdrawn so that the minimum offering
      conditions set forth in Section
      2.2
      are no
      longer satisfied (in which case all participating Holders shall bear such
      expenses pro
      rata
      among
      each other based on the number of Registrable Securities requested to be so
      registered). All Selling Expenses relating to securities registered on behalf
      of
      the Holders shall be borne by the holders of securities included in such
      registration pro rata among each other on the basis of the number of Registrable
      Securities so registered.

     

    2.4    Registration
      Procedures.
      In
      the
      case of each registration effected by the Company pursuant to Section 2,
      the
      Company will keep each Holder advised in writing as to the initiation of each
      registration and as to the completion thereof. At its expense, the Company
      will
      use its reasonable best efforts to and as expeditiously as
      possible:

     

    (a)    Keep
      such
      registration effective for a period ending on the earlier of the date which
      is
      one hundred twenty (120) days from the effective date of the registration
      statement or such time as the Holder or Holders have completed the distribution
      described in the registration statement relating thereto; provided,
      however,
      that
      (i) such 120-day period shall be extended for a period of time equal to the
      period the Holder refrains from selling any securities included in such
      registration at the request of an underwriter of Common Stock (or other
      securities) of the Company; and (ii) in the case of any registration of
      Registrable Securities on Form S-3 which are intended to be offered on a
      continuous or delayed basis, subject to compliance with applicable SEC rules,
      such 120-day period shall be extended for up to 90 days, if necessary, to keep
      the registration statement effective until all such Registrable Securities
      are
      sold.

     

    (b)    Prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection with such
      registration statement as may be necessary to comply with the provisions of
      the
      Securities Act with respect to the disposition of all securities covered by
      such
      registration statement for the period set forth in subsection (a)
      above;

     

    (c)    Furnish
      such number of prospectuses, including any preliminary prospectuses, and other
      documents incident thereto, including any amendment of or supplement to the
      prospectus, as a Holder from time to time may reasonably request; 

     

    (d)    Register
      and qualify the securities covered by such registration statement under such
      other securities or Blue Sky laws of such jurisdiction as shall be reasonably
      requested by the Holders; provided,
      that
      the Company shall not be required in connection therewith or as a condition
      thereto to qualify to do business or to file a general consent to service of
      process in any such states or jurisdictions. 

    


    
      
        
           

           

        

        
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    (e)    Notify
      each seller of Registrable Securities covered by such registration statement
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Securities Act of the happening of any event as a result of which the
      prospectus included in such registration statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading or incomplete in light of the circumstances then existing, and
      following such notification promptly prepare and furnish to such seller a
      reasonable number of copies of a supplement to or an amendment of such
      prospectus as may be necessary so that, as thereafter delivered to the
      purchasers of such shares, such prospectus shall not include an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading or incomplete
      in light of the circumstances then existing;

     

    (f)    Furnish,
      on the date that such Registrable Securities are delivered to the underwriters
      for sale, if such securities are being sold through underwriters, (i) an
      opinion, dated as of such date, of the counsel representing the Company for
      the
      purposes of such registration, in form and substance as is customarily given
      to
      underwriters in an underwritten public offering, addressed to the underwriters,
      if any, and reasonably satisfactory to a majority in interest of the Holders
      requesting registration of Registrable Securities and (ii) a “comfort”
letter dated as of such date, from the independent certified public accountants
      of the Company, in form and substance as is customarily given by independent
      certified public accountants to underwriters in an underwritten public offering,
      addressed to the underwriters.

     

    (g)    Provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      to such registration statement and a CUSIP number for all such Registrable
      Securities, in each case not later than the effective date of such
      registration;

     

    (h)    Otherwise
      comply with all applicable rules and regulations of the Commission, and make
      available to its security holders, as soon as reasonably practicable, an
      earnings statement covering the period of at least twelve months, but not more
      than eighteen months, beginning with the first month after the effective date
      of
      the Registration Statement, which earnings statement shall satisfy the
      provisions of Section 11(a) of the Securities Act;

     

    (i)    Cause
      all
      such Registrable Securities registered pursuant hereunder to be listed on each
      securities exchange on which similar securities issued by the Company are then
      listed; and

     

    (j)    In
      connection with any underwritten offering pursuant to a registration statement
      filed pursuant to Section 2.2
      hereof,
      enter into an underwriting agreement in form reasonably necessary to effect
      the
      offer and sale of Common Stock, provided such underwriting agreement contains
      reasonable and customary provisions.

     

    2.5    Indemnification

     

    . 
      

    


    
      
        
           

           

        

        
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    (a)    To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, each of its officers, directors and partners, legal counsel, and
      accountants and each person controlling such Holder within the meaning of
      Section 15 of the Securities Act, with respect to which registration,
      qualification, or compliance has been effected pursuant to this Section 2,
      and
      each underwriter, if any, and each person who controls within the meaning of
      Section 15 of the Securities Act any underwriter, against all expenses,
      claims, losses, damages, and liabilities (or actions, proceedings, or
      settlements in respect thereof) arising out of or based on: (i) any untrue
      statement (or alleged untrue statement) of a material fact contained or
      incorporated by reference in any prospectus, offering circular, or other
      document (including any related registration statement, notification, or the
      like) incident to any such registration, qualification, or compliance,
      (ii) any omission (or alleged omission) to state therein a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, or (iii) any violation (or alleged violation) by the Company of
      the Securities Act, any state securities laws or any rule or regulation
      thereunder applicable to the Company and relating to action or inaction required
      of the Company in connection with any offering covered by such registration,
      qualification, or compliance, and the Company will reimburse each such Holder,
      each of its officers, directors, partners, legal counsel, and accountants and
      each person controlling such Holder, each such underwriter, and each person
      who
      controls any such underwriter, for any legal and any other expenses reasonably
      incurred in connection with investigating and defending or settling any such
      claim, loss, damage, liability, or action; provided
      that the
      Company will not be liable in any such case to the extent that any such claim,
      loss, damage, liability, or action arises out of or is based on any untrue
      statement or omission based upon written information furnished to the Company
      by
      such Holder, any of such Holder’s officers, directors, partners, legal counsel
      or accountants, any person controlling such Holder, such underwriter or any
      person who controls any such underwriter and stated to be specifically for
      use
      therein; and provided,
      further
      that,
      the indemnity agreement contained in this Section 2.5(a)
      shall
      not apply to amounts paid in settlement of any such loss, claim, damage,
      liability, or action if such settlement is effected without the consent of
      the
      Company (which consent shall not be unreasonably withheld).

     

    (b)    To
      the
      extent permitted by law, each Holder will, if Registrable Securities held by
      such Holder are included in the securities as to which such registration,
      qualification, or compliance is being effected, indemnify and hold harmless
      the
      Company, each of its directors, officers, partners, legal counsel, and
      accountants and each underwriter, if any, of the Company’s securities covered by
      such a registration statement, each person who controls the Company or such
      underwriter within the meaning of Section 15 of the Securities Act, each
      other such Holder, and each of their officers, directors, and partners, and
      each
      person controlling such Holder, against all claims, losses, damages and
      liabilities (or actions in respect thereof) arising out of or based on:
      (i) any untrue statement (or alleged untrue statement) of a material fact
      contained or incorporated by reference in any such registration statement,
      prospectus, offering circular, or other document, or (ii) any omission (or
      alleged omission) to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, and will reimburse
      the Company and such Holders, directors, officers, partners, legal counsel,
      and
      accountants, persons, underwriters, or control persons for any legal or any
      other expenses reasonably incurred in connection with investigating or defending
      any such claim, loss, damage, liability, or action, in each case to the extent,
      but only to the extent, that such untrue statement (or alleged untrue statement)
      or omission (or alleged omission) is made in such registration statement,
      prospectus, offering circular, or other document in reliance upon and in
      conformity with written information furnished to the Company by such Holder
      and
      stated to be specifically for use therein; provided,
      however,
      that
      the obligations of such Holder hereunder shall not apply to amounts paid in
      settlement of any such claims, losses, damages, or liabilities (or actions
      in
      respect thereof) if such settlement is effected without the consent of such
      Holder (which consent shall not be unreasonably withheld); and provided
      that in
      no event shall any indemnity under this Section 2.5
      exceed
      the net proceeds from the offering received by such Holder.

    


    
      
        
           

           

        

        
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    (c)    Each
      party entitled to indemnification under this Section 2.5
      (the
“Indemnified Party”)
      shall
      give notice to the party required to provide indemnification (the “Indemnifying Party”)
      promptly after such Indemnified Party has actual knowledge of any claim as
      to
      which indemnity may be sought, and shall permit the Indemnifying Party to assume
      the defense of such claim or any litigation resulting therefrom; provided
      that
      counsel for the Indemnifying Party, who shall conduct the defense of such claim
      or any litigation resulting therefrom, shall be approved by the Indemnified
      Party (whose approval shall not be unreasonably withheld), and the Indemnified
      Party may participate in such defense at such party’s expense; and provided further
      that the
      failure of any Indemnified Party to give notice as provided herein shall not
      relieve the Indemnifying Party of its obligations under this Section 2.5,
      to the
      extent such failure is not prejudicial. No Indemnifying Party, in the defense
      of
      any such claim or litigation, shall, except with the consent of each Indemnified
      Party, consent to entry of any judgment or enter into any settlement that does
      not include as an unconditional term thereof the giving by the claimant or
      plaintiff to such Indemnified Party of a release from all liability in respect
      to such claim or litigation. Each Indemnified Party shall furnish such
      information regarding itself or the claim in question as an Indemnifying Party
      may reasonably request in writing and as shall be reasonably required in
      connection with defense of such claim and litigation resulting
      therefrom.

     

    (d)    If
      the
      indemnification provided for in this Section 2.5
      is held
      by a court of competent jurisdiction to be unavailable to an Indemnified Party
      with respect to any loss, liability, claim, damage, or expense referred to
      herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
      Party hereunder, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such loss, liability, claim, damage, or expense
      in such proportion as is appropriate to reflect the relative fault of the
      Indemnifying Party on the one hand and of the Indemnified Party on the other
      in
      connection with the statements or omissions that resulted in such loss,
      liability, claim, damage, or expense as well as any other relevant equitable
      considerations. The relative fault of the Indemnifying Party and of the
      Indemnified Party shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission to state a material fact relates to information supplied by the
      Indemnifying Party or by the Indemnified Party and the parties’ relative intent,
      knowledge, access to information, and opportunity to correct or prevent such
      statement or omission.

     

    (e)    Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with the underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall
      control.

     

    2.6    Information
      by Holder.
      Each
      Holder of Registrable Securities shall furnish to the Company such information
      regarding such Holder and the distribution proposed by such Holder as the
      Company may reasonably request in writing and as shall be reasonably required
      in
      connection with any registration, qualification, or compliance referred to
      in
      this Section 2.

     

    2.7    Restrictions
      on Transfer

     

    (a)    The
      holder of each certificate representing Registrable Securities by acceptance
      thereof agrees to comply in all respects with the provisions of this
Section 2.7.
      Each
      Holder agrees not to make any sale, assignment, transfer, pledge or other
      disposition of all or any portion of the Restricted Securities, or any
      beneficial interest therein, unless and until the transferee thereof has agreed
      in writing for the benefit of the Company to take and hold such Restricted
      Securities subject to, and to be bound by, the terms and conditions set forth
      in
      this Agreement, including, without limitation, this Section 2.7,
      except
      for transfers permitted under Section 2.8(b):

    


    
      
        
           

           

        

        
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    (i)    There
      is
      then in effect a registration statement under the Securities Act covering such
      proposed disposition and such disposition is made in accordance with such
      registration statement; or

     

    (ii)    Such
      Holder shall have given prior written notice to the Company of such Holder’s
      intention to make such disposition and shall have furnished the Company with
      a
      detailed description of the manner and circumstances of the proposed
      disposition, and, if requested by the Company, such Holder shall have furnished
      the Company, at its expense, with (i) an opinion of counsel, reasonably
      satisfactory to the Company, to the effect that such disposition will not
      require registration of such Restricted Securities under the Securities Act
      or
      (ii) a “no action” letter from the Commission to the effect that the
      transfer of such securities without registration will not result in a
      recommendation by the staff of the Commission that action be taken with respect
      thereto, whereupon the holder of such Restricted Securities shall be entitled
      to
      transfer such Restricted Securities in accordance with the terms of the notice
      delivered by the Holder to the Company. It is agreed that the Company will
      not
      require opinions of counsel for transactions made pursuant to Rule 144
      except in unusual circumstances.

     

    (b)    Permitted
      transfers include (i) a transfer not involving a change in beneficial
      ownership, or (ii) in transactions involving the distribution without
      consideration of Restricted Securities by any Holder to (x) a parent, subsidiary
      or other affiliate of Holder, or (y) any of its partners, members or other
      equity owners, or retired partners, retired members or other equity owners,
      or
      to the estate of any of its partners, members or other equity owners or retired
      partners, retired members or other equity owners, or (iii) transfers in
      compliance with Rule 144(k), as long as the Company is furnished with
      satisfactory evidence of compliance with such Rule; provided,
      in each
      case, that the Holder thereof shall give written notice to the Company of such
      Holder’s intention to effect such disposition and shall have furnished the
      Company with a detailed description of the manner and circumstances of the
      proposed disposition.

     

    (c)    Each
      certificate representing Registrable Securities shall (unless otherwise
      permitted by the provisions of this Agreement) be stamped or otherwise imprinted
      with a legend substantially similar to the following (in addition to any legend
      required under applicable state securities laws):

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
      THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
      OR
      HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES
      LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE
      SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT
      SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH
      THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

     

    
 

    
      
        
           

           

        

        
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    The
      Holders consent to the Company making a notation on its records and giving
      instructions to any transfer agent of the Restricted Securities in order to
      implement the restrictions on transfer established in this Section 2.7.

     

    (d)    The
      legend referring to federal and state securities laws identified in Section 2.7(c)
      hereof
      stamped on a certificate evidencing the Restricted Securities and the stock
      transfer instructions and record notations with respect to such Restricted
      Securities shall be removed and the Company shall issue a certificate without
      such legend to the holder of such Restricted Securities if (i) such
      securities are registered under the Securities Act, or (ii) such holder
      provides the Company with an opinion of counsel reasonably acceptable to the
      Company to the effect that a public sale or transfer of such securities may
      be
      made without registration under the Securities Act, or (iii) such holder
      provides the Company with reasonable assurances, that such securities can be
      sold pursuant to Section (k) of Rule 144 under the Securities
      Act.

     

    2.8    Rule 144
      Reporting.
      With
      a
      view to making available the benefits of certain rules and regulations of the
      Commission that may permit the sale of the Restricted Securities to the public
      without registration, the Company agrees to use its reasonable best efforts
      to:

     

    (a)    Make
      and
      keep public information regarding the Company available as those terms are
      understood and defined in Rule 144 under the Securities Act; 

     

    (b)    File
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange Act at any time after
      it
      has become subject to such reporting requirements; and

     

    (c)    So
      long
      as a Holder owns any Restricted Securities, furnish to the Holder forthwith
      upon
      written request a written statement by the Company as to its compliance with
      the
      reporting requirements of Rule 144 and of the Securities Act and the
      Exchange Act, a copy of the most recent annual or quarterly report of the
      Company, and such other reports and documents so filed as a Holder may
      reasonably request in availing itself of any rule or regulation of the
      Commission allowing a Holder to sell any such securities without
      registration.

     

    2.9    Delay
      of Registration.
      No
      Holder
      shall have any right to take any action to restrain, enjoin, or otherwise delay
      any registration as the result of any controversy that might arise with respect
      to the interpretation or implementation of this Agreement.

     

    2.10    Transfer
      or Assignment of Registration Rights.
      The
      rights to cause the Company to register securities granted to a Holder by the
      Company under this Agreement may be transferred or assigned by a Holder only
      to
      a transferee, assignee or holder of not less than 40,000 shares of Registrable
      Securities (as presently constituted and subject to subsequent adjustments
      for
      stock splits, stock dividends, reverse stock splits, and the like); provided
      that
      (i) such transfer or assignment of Registrable Securities is effected in
      accordance with the terms of Section 2.7
      hereof
      and applicable securities laws and (ii) the transferee or assignee of such
      rights assumes in writing the obligations of such Holder under this
      Agreement.

     

    2.11    Limitations
      on Subsequent Registration Rights.
      From
      and
      after the date of this Agreement, the Company shall not, without the prior
      written consent of a the holders holding at least a majority of the Registrable
      Securities, enter into any agreement with any holder or prospective holder
      of
      any securities of the Company giving such holder or prospective holder any
      registration rights the terms of which are pari
      passu
      with or
      senior to the registration rights granted to the Holders hereunder.

    


    
      
        
           

           

        

        
          11

          
            

          

        

        
           

        

      

    

    


     

    2.12    Termination
      of Registration Rights.
      The
      right
      of any Holder to request registration or inclusion in any registration pursuant
      to this Agreement shall terminate on the earlier of: (i) the date on which
      all
      shares of Registrable Securities held any Holder that holds less than 1% of
      the
      outstanding capital stock of the Company may immediately be sold under
      Rule 144 during any ninety (90)-day period, or (ii) five (5) years
      after the date of this Agreement.

     

    


    Section
      3

    Miscellaneous

     

    3.1    Amendment.
      Except
      as
      expressly provided herein, neither this Agreement nor any term hereof may be
      amended, waived, discharged or terminated other than by a written instrument
      referencing this Agreement and signed by (i) the Company and (ii) the Investors
      holding at least a majority of the Registrable Securities then held by the
      Investors. Any such amendment, waiver, discharge or termination effected in
      accordance with this paragraph shall be binding upon each Investor.

     

    3.2    Notices.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be mailed by registered or certified mail, postage prepaid,
      sent by facsimile or electronic mail or otherwise delivered by hand or by
      messenger addressed:

     

    (a)    if
      to an
      Investor, at the Investor’s address, facsimile number or electronic mail address
      as shown in the Company’s records, as may be updated in accordance with the
      provisions hereof;

     

    (b)    if
      to any
      Holder, at such address, facsimile number or electronic mail address as shown
      in
      the Company’s records, or, until any such holder so furnishes an address,
      facsimile number or electronic mail address to the Company, then to and at
      the
      address of the last holder of such shares for which the Company has contact
      information in its records; or

     

    (c)    if
      to the
      Company, one copy should be sent to Q Comm International, Inc., 510 East
      Technology Avenue, Building C, Orem, Utah 84097; Telephone: (801) 226-4222;
      Facsimile: (801) 222-9555; Attn: Chief Executive Officer, or at such other
      address as the Company shall have furnished to the Investors, with a copy to
      Jones Waldo Holbrook McDonough, PC, 170 South Main Street, Suite 1500, Salt
      Lake
      City Utah, 84101; Attn: Ronald S. Poelman.

     

    Each
      such
      notice or other communication shall for all purposes of this Agreement be
      treated as effective or having been given when delivered if delivered
      personally, or, if sent by mail, at the earlier of its receipt or 48 hours
      after
      the same has been deposited in a regularly maintained receptacle for the deposit
      of the United States mail, addressed and mailed as aforesaid or, if sent by
      facsimile, upon confirmation of facsimile transfer or, if sent by electronic
      mail, upon confirmation of delivery when directed to the electronic mail address
      set forth on the Schedule of Investors.

    


    
      
        
           

           

        

        
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    3.3    Governing
      Law.
      This
      Agreement shall be governed in all respects by the internal laws of the State
      of
      Utah as applied to agreements entered into among Utah residents to be performed
      entirely within Utah, without regard to principles of conflicts of
      law.

     

    3.4    Successors
      and Assigns.
      This
      Agreement, and any and all rights, duties and obligations hereunder, shall
      not
      be assigned, transferred, delegated or sublicensed by any Investor without
      the
      prior written consent of the Company. Any attempt by an Investor without such
      permission to assign, transfer, delegate or sublicense any rights, duties or
      obligations that arise under this Agreement shall be void. Subject to the
      foregoing and except as otherwise provided herein, the provisions of this
      Agreement shall inure to the benefit of, and be binding upon, the successors,
      assigns, heirs, executors and administrators of the parties hereto.

     

    3.5    Entire
      Agreement.
      This
      Agreement and the exhibits hereto constitute the full and entire understanding
      and agreement between the parties with regard to the subject hereof and
      supercedes all prior understandings or agreements with regard to the subject
      matter hereof.

     

    3.6    Delays
      or Omissions.
      Except
      as expressly provided herein, no delay or omission to exercise any right, power
      or remedy accruing to any party to this Agreement upon any breach or default
      of
      any other party under this Agreement shall impair any such right, power or
      remedy of such non-defaulting party, nor shall it be construed to be a waiver
      of
      any such breach or default, or an acquiescence therein, or of or in any similar
      breach or default thereafter occurring, nor shall any waiver of any single
      breach or default be deemed a waiver of any other breach or default theretofore
      or thereafter occurring. Any waiver, permit, consent or approval of any kind
      or
      character on the part of any party of any breach or default under this
      Agreement, or any waiver on the part of any party of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. All remedies, either under
      this Agreement or by law or otherwise afforded to any party to this Agreement,
      shall be cumulative and not alternative.

     

    3.7    Severability.
      If any
      provision of this Agreement becomes or is declared by a court of competent
      jurisdiction to be illegal, unenforceable or void, portions of such provision,
      or such provision in its entirety, to the extent necessary, shall be severed
      from this Agreement, and such court will replace such illegal, void or
      unenforceable provision of this Agreement with a valid and enforceable provision
      that will achieve, to the extent possible, the same economic, business and
      other
      purposes of the illegal, void or unenforceable provision. The balance of this
      Agreement shall be enforceable in accordance with its terms.

     

    3.8    Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this Agreement. All
      references in this Agreement to sections, paragraphs and exhibits shall, unless
      otherwise provided, refer to sections and paragraphs hereof and exhibits
      attached hereto.

     

    3.9    Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties that execute such counterparts, and all of
      which
      together shall constitute one instrument.

    


    
      
        
           

           

        

        
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    3.10    Telecopy
      Execution and Delivery.
      A
      facsimile, telecopy or other reproduction of this Agreement may be executed
      by
      one or more parties hereto and delivered by such party by facsimile or any
      similar electronic transmission device pursuant to which the signature of or
      on
      behalf of such party can be seen. Such execution and delivery shall be
      considered valid, binding and effective for all purposes. At the request of
      any
      party hereto, all parties hereto agree to execute and deliver an original of
      this Agreement as well as any facsimile, telecopy or other reproduction
      hereof.

     

    3.11    Jurisdiction;
      Venue.
      With
      respect to any disputes arising out of or related to this Agreement, the parties
      consent to the exclusive jurisdiction of, and venue in, the state courts in
      Salt
      Lake County in the State of Utah (or in the event of exclusive federal
      jurisdiction, the courts of the Northern District of Utah).

     

    3.12    Further
      Assurances.
      Each
      party hereto agrees to execute and deliver, by the proper exercise of its
      corporate, limited liability company, partnership or other powers, all such
      other and additional instruments and documents and do all such other acts and
      things as may be necessary to more fully effectuate this Agreement.

     

    3.13    Attorneys’
      Fees.
      In the
      event that any suit or action is instituted to enforce any provision in this
      Agreement, the prevailing party in such dispute shall be entitled to recover
      from the losing party all fees, costs and expenses of enforcing any right of
      such prevailing party under or with respect to this Agreement, including without
      limitation, such reasonable fees and expenses of attorneys and accountants,
      which shall include, without limitation, all fees, costs and expenses of
      appeals.

     

    3.14    Aggregation.
      All
      shares of Common Stock held or acquired by affiliated entities or persons of
      an
      Investor (including but not limited to: (i) a constituent partner or a
      retired partner of an Investor that is a partnership; (ii) a parent,
      subsidiary or other affiliate of an Investor that is a corporation;
      (iii) an immediate family member living in the same household, a
      descendant, or a trust therefore, in the case of an Investor who is an
      individual; or (iv) a member of an Investor that is a limited liability
      company) shall be aggregated together for the purpose of determining the
      availability of any rights under this Agreement which are triggered by the
      beneficial ownership of a threshold number of shares of the Company’s capital
      stock.

     

    3.15    Obligation
      of Company.
      The
      Company agrees to use its reasonable best efforts to enforce the terms of this
      Agreement, to inform the Investors of any breach hereof (to the extent the
      Company has knowledge thereof) and to assist the Investors in the exercise
      of
      their rights and the performance of their obligations hereunder.

     

    


     

    [Remainder
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amended and Registration
      Rights Agreement effective as of the day and year first above
      written.

     

    


    
      	 	
               

              Q
                COMM INTERNATIONAL, INC.

            
	 	
               

              By:
                _____________________________________

            
	 	
              Name:
                Mark Robinson

            
	 	 
	 	
              Title:
                Chief Financial Officer

            
	
               

              If
                Investor is an individual

            	
               

              ________________________________________

            
	 	
              (Signature)

            
	 	 
	 	
              
                ________________________________________

              

            
	 	
              (Name
                of Investor)

            
	 	 
	 	 
	
              If
                Investor is an entity:

            	
              
                ________________________________________

              

            
	 	
              (Name
                of Investor)

            
	 	 
	 	 
	 	
              By:
                _____________________________________
                

            
	 	
              (Signature
                of Authorized Representative)

            
	 	 
	 	 
	 	
              
                
                  ________________________________________

                

              

            
	 	
              (Name
                of Authorized Representative)

            
	 	 
	 	 
	 	
              
                ________________________________________

              

            
	 	
              (Title
                of Authorized Representative)

            


    

    


    


    


    
      
        
          
            


          

           

        

        
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    EXHIBIT A

     

    INVESTORS

     

    Pike
      Capital Partners, L.P.

     

    Jurika
      Family Trust