Exhibit 10.1


    
      

      

    

    

      


      


       

      


       

      


       

      


       

      


       

      


       

      Q
        COMM INTERNATIONAL, INC.

      


      COMMON
        STOCK PURCHASE AGREEMENT

      


      December
        19, 2005

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


      


      


      


      


      


      


      


      



      
        
          
          

           

        

        
           

          
          

          
            

            

          

        

        
           

          
          

        

      



      TABLE
        OF CONTENTS

       

      


      
        	
                SECTION
                  1:

              	
                Sale
                  of Common Stock

              	
                1

              
	 	
                1.1

              	
                Sale
                  of Shares.

              	
                1

              
	 	
                1.2

              	
                Certificates
                  and Payment.

              	
                1

              
	 	 	 	 
	
                SECTION
                  2:

              	
                Representations
                  and Warranties of the Company

              	
                1

              
	 	
                2.1

              	
                Organization,
                  Good Standing and Qualification.

              	
                1

              
	 	
                2.2

              	
                The
                  Shares.

              	
                2

              
	 	
                2.3

              	
                Authorization
                  and Enforceability.

              	
                2

              
	 	
                2.4

              	
                No
                  Other Registration Rights.

              	
                2

              
	 	
                2.5

              	
                No
                  Brokers or Finders.

              	
                2

              
	 	
                2.6

              	
                Disclosure.

              	
                2

              
	 	 	 	 
	
                SECTION
                  3:

              	
                Representations
                  and Warranties of Purchaser

              	
                3

              
	 	
                3.1

              	
                No
                  Registration.

              	
                3

              
	 	
                3.2

              	
                Investment
                  Intent.

              	
                3

              
	 	
                3.3

              	
                Investment
                  Experience.

              	
                3

              
	 	
                3.4

              	
                Speculative
                  Nature of Investment.

              	
                3

              
	 	
                3.5

              	
                Access
                  to Data.

              	
                3

              
	 	
                3.6

              	
                Accredited
                  Investor”.

              	
                3

              
	 	
                3.7

              	
                Residency
                  or Principal Place of Business.

              	
                4

              
	 	
                3.8

              	
                Rule
                  144.

              	
                4

              
	 	
                3.9

              	
                Authorization.

              	
                4

              
	 	
                3.10

              	
                Brokers
                  or Finders.

              	
                4

              
	 	
                3.11

              	
                Tax
                  Advisors.

              	
                5

              
	 	
                3.12

              	
                Legends.

              	
                5

              
	 	 	 	 
	
                SECTION
                  4:

              	
                Miscellaneous

              	
                5

              
	 	
                4.1

              	
                Governing
                  Law.

              	
                5

              
	 	
                4.2

              	
                Survival.

              	
                5

              
	 	
                4.3

              	
                Successors
                  and Assigns.

              	
                5

              
	 	
                4.4

              	
                Entire
                  Agreement; Amendment.

              	
                6

              
	 	
                4.5

              	
                Notices,
                  etc.

              	
                6

              
	 	
                4.6

              	
                Expenses.

              	
                6

              
	 	
                4.7

              	
                Severability.

              	
                6

              
	 	
                4.8

              	
                Counterparts.

              	
                6

              
	 	
                4.9

              	
                Electronic
                  or Telecopy Execution and Delivery.

              	
                6

              


      

      


      


      


       

      



      
        
          
          

           

        

        
          i

          
            

          

        

        
           

          
          

        

      



      Q
        COMM INTERNATIONAL, INC.

       

      COMMON
        STOCK PURCHASE AGREEMENT

      


      This
        Common Stock Purchase Agreement (the “Agreement”)
        is made
        as of December 19, 2005, by and among Q Comm International, Inc., a Utah
        corporation (the “Company”),
        and
        _________________________ (the “Purchaser”).
        The
        Company and Purchaser are herein referred to individually as “Party”
and
        collectively as the “Parties.”

       

      WHEREAS
        the Company desires to sell shares of its Common Stock (“Shares”)
        to
        Purchaser, and Purchaser desires to purchase the Shares, as more fully described
        herein.

       

      WHEREAS,
        in connection with the execution of this Agreement, the Parties have
        simultaneously executed a Registration Rights Agreement (the “Rights
        Agreement”).
        The
        Rights Agreements and this Agreement are herein referred to as the “Agreements.”

       

      NOW
        THEREFORE, in consideration of the mutual covenants, agreements, conditions,
        representations, and warranties contained in this Agreement, the Company
        and
        Purchaser hereby agree as follows:

       

      SECTION
        1

      Sale
        of Common Stock

      1.1    Sale
        of Shares.
        Subject
        to the terms and conditions of this Agreement, the Company hereby issues
        and
        sells to Purchaser, and Purchaser hereby purchases from the Company
        ________________________ Shares for a purchase price of Three Dollars and
        Zero
        Cents ($3.00) per share or for an aggregate purchase price of
        _________________________. 

       

      1.2    Certificates
        and Payment.
        Upon
        execution of this Agreement, the Company will deliver to the Purchaser a
        certificate or certificates representing the number of Shares purchased
        hereunder against delivery to the Company by the Purchaser of a check in
        the
        amount of the purchase price therefor, payable to the Company’s order, or a wire
        transfer to the Company’s bank account per the Company’s
        instructions.

       

      SECTION
        2

       

      Representations
        and Warranties of the Company

       

      The
        Company, as of the date of this Agreement, represents and warrants to the
        Purchaser as follows:

       

      2.1    Organization,
        Good Standing and Qualification.  The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Utah. The Company has the requisite corporate
        power and authority to own and operate its properties and assets, to carry
        on
        its business as presently conducted or proposed to be conducted, to execute
        and
        deliver the Agreements, to issue and sell the Shares and to perform its
        obligations pursuant to the Agreements and the Company’s Articles of
        Incorporation. The Company is presently qualified to do business as a foreign
        corporation in each jurisdiction where the failure to be so qualified could
        reasonably be expected to have a material adverse effect on the Company’s
        financial condition or business as now conducted or proposed to be
        conducted.

       


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


       

      2.2    The
        Shares.
        The
        Shares, when issued and delivered and paid for in compliance with the provisions
        of this Agreement, will be validly issued, fully paid and non-assessable.
        The
        Shares will be free of any liens or encumbrances, other than any liens or
        encumbrances created by or imposed upon by Purchaser; provided, however,
        that
        the Shares are subject to restrictions on transfer under U.S. state and/or
        federal securities laws and as set forth herein and in the Rights
        Agreement.

       

      2.3    Authorization and
        Enforceability.
        All
        corporate action on the part of the Company and its directors, officers and
        stockholders necessary for the authorization, execution and delivery of the
        Agreements by the Company, the authorization, sale, issuance and delivery
        of the
        Shares, and the performance of all of the Company’s obligations under the
        Agreements has been taken. The Agreements, when executed and delivered by
        the
        Company, shall constitute valid and binding obligations of the Company,
        enforceable in accordance with their terms, except (i) as limited by laws
        of
        general application relating to bankruptcy, insolvency and the relief of
        debtors, (ii) as limited by rules of law governing specific performance,
        injunctive relief, or other equitable remedies and by general principles
        of
        equity, and (iii) to the extent the indemnification provisions contained
        in the
        Rights Agreement may further be limited by applicable laws and principles
        of
        public policy.

       

      2.4    No
        Other Registration Rights.
        Except
        as set forth in the Rights Agreement, the Company is presently not under
        any
        obligation and has not granted any rights to register under the Securities
        Act
        of 1933 (the “Securities
        Act”)
        any of
        its presently outstanding securities or any of its securities that may hereafter
        be issued.

       

      2.5    No
        Brokers or Finders.
        The
        Company has not incurred, and will not incur, directly or indirectly, as
        a
        result of any action taken by the Company, any liability for brokerage or
        finders’ fees or agents’ commissions or any similar charges in connection with
        this Agreement or any of the transactions contemplated hereby.

       

      2.6    Disclosure.
        The
        Company has provided or made available to Purchaser all of the information
        regarding the Company that such Purchaser has requested for deciding whether
        to
        purchase the Shares. To the Company’s knowledge, neither the Agreements nor any
        other documents delivered in connection herewith, when taken as a whole,
        contain
        any untrue statement of a material fact or omit to state a material fact
        necessary to make the statements contained herein or therein not misleading
        in
        light of the circumstances under which they were made. The Company does not
        represent or warrant that it will achieve any financial projections provided
        to
        the Purchaser.

       


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      


       

      SECTION
        3

       

      Representations
        and Warranties of Purchaser

       

      Purchaser
        hereby represents and warrants to the Company as follows:

       

      3.1    No
        Registration.
        Purchaser understands that the Shares have not been registered under the
        Securities Act of 1933 (the “Securities Act”) by reason of a specific exemption
        from the registration provisions of the Securities Act, the availability
        of
        which depends upon, among other things, the bona fide nature of the investment
        intent and the accuracy of such Purchaser’s representations as expressed
        herein.

       

      3.2    Investment
        Intent.
        Purchaser is acquiring the Shares for investment for its own account, not
        as a
        nominee or agent, and not with the view to, or for resale in connection with,
        any distribution thereof, and Purchaser has no present intention of selling,
        granting any participation in, or otherwise distributing the same. Purchaser
        further represents that it does not have any contract, undertaking, agreement,
        or arrangement with any person or entity to sell, transfer, or grant
        participation to such person or entity or to any third person or entity with
        respect to any of the Shares.

       

      3.3    Investment
        Experience.
        Purchaser has substantial experience in evaluating and investing in private
        placement transactions of securities in companies similar to the Company
        and can
        protect its own interests in connection with such purchase. Purchaser has
        such
        knowledge and experience in financial and business matters that Purchaser
        is
        capable of evaluating the merits and risks of its investment in the
        Company.

       

      3.4    Speculative
        Nature of Investment.
        Purchaser understands and acknowledges that the Company has a limited financial
        and operating history and that an investment in the Company is highly
        speculative and involves substantial risks. Purchaser can bear the economic
        risk
        of Purchaser’s investment and is able, without impairing Purchaser’s financial
        condition, to hold the Shares for an indefinite period of time and to suffer
        a
        complete loss of Purchaser’s investment.

       

      3.5    Access
        to Data.
        Purchaser has had an opportunity to ask questions of, and receive answers
        from,
        the officers of the Company concerning the Agreements and the transaction
        contemplated by the Agreements, as well as the Company’s business, management,
        and financial affairs, which questions were answered to its satisfaction.
        Purchaser believes that it has received all the information that Purchaser
        considers to be necessary or appropriate for deciding whether to purchase
        the
        Shares. Purchaser has read the documents that the Company has filed with
        the
        Securities and Exchange Commission (the “SEC”),
        including current reports on Form 8-K and periodic reports on Forms 10-KSB
        and
        10-QSB. 

       

      3.6    Accredited
        Investor”.
        The
        Purchaser is an “accredited investor” within the meaning of Regulation D, Rule
        501(a), promulgated by the SEC under the Securities Act and shall submit
        to the
        Company such further assurances of such status as may be reasonably requested
        by
        the Company.

       


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      


       

      3.7    Residency
        or Principal Place of Business.
        The
        residency of Purchaser (or, in the case of a partnership or corporation,
        such
        entity’s principal place of business) is correctly set forth on the signature
        page to this Agreement.

       

      3.8    Rule
        144.
        Purchaser acknowledges that the Shares must be held indefinitely unless
        subsequently registered under the Securities Act or an exemption from such
        registration is available. Purchaser is aware of the provisions of Rule 144
        promulgated under the Securities Act which permit limited resale of shares
        purchased in a private placement subject to the satisfaction of certain
        conditions, including among other things, the existence of a public market
        for
        the shares, the availability of certain current public information about
        the
        Company, the resale occurring not less than one year after a party has purchased
        and paid for the security to be sold, the sale being effected through a
“broker’s transaction” or in transactions directly with a “market maker” and the
        number of shares being sold during any three-month period not exceeding
        specified limitations. Although the current public information referred to
        above
        is now available, Purchaser acknowledges and understands that, the Company
        may
        not be satisfying the current public information requirement of Rule 144
        at the
        time the Purchaser wishes to sell the Shares, and that, in such event, the
        Purchaser may be precluded from selling such securities under Rule 144, even
        if
        the other requirements of Rule 144 have been satisfied. Purchaser acknowledges
        that, in the event all of the requirements of Rule 144 are not met, registration
        under the Securities Act or an exemption from registration will be required
        for
        any disposition of the Shares or the underlying Common Stock. Purchaser
        understands that, although Rule 144 is not exclusive, the SEC has expressed
        its
        opinion that persons proposing to sell restricted securities received in
        a
        private offering other than in a registered offering or pursuant to Rule
        144
        will have a substantial burden of proof in establishing that an exemption
        from
        registration is available for such offers or sales and that such persons
        and the
        brokers who participate in the transactions do so at their own
        risk.

       

      3.9    Authorization.

       

      (a)  Purchaser
        has all requisite power and authority to execute and deliver the Agreements,
        to
        purchase the Shares hereunder and to carry out and perform its obligations
        under
        the terms of the Agreements. All action on the part of the Purchaser necessary
        for the authorization, execution, delivery and performance of the Agreements,
        and the performance of all of the Purchaser’s obligations under the Agreements,
        has been taken or will be taken prior to the Closing.

       

      (b)  The
        Agreements, when executed and delivered by the Purchaser, will constitute
        valid
        and legally binding obligations of the Purchaser, enforceable in accordance
        with
        their terms except: (i) to the extent that the indemnification provisions
        contained in the Rights Agreement may be limited by applicable law and
        principles of public policy, (ii) as limited by applicable bankruptcy,
        insolvency, reorganization, moratorium and other laws of general application
        affecting enforcement of creditors’ rights generally, and (iii) as limited by
        laws relating to the availability of specific performance, injunctive relief
        or
        other equitable remedies or by general principles of equity.

       

      3.10    Brokers
        or Finders.
        Purchaser has not engaged any brokers, finders or agents, and neither the
        Company nor any other Purchaser has, nor will, incur, directly or indirectly,
        as
        a result of any action taken by the Purchaser, any liability for brokerage
        or
        finders’ fees or agents’ commissions or any similar charges in connection with
        the Agreement.

       


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


       

      3.11    Tax
        Advisors.
        Purchaser has reviewed with its own tax advisors the U.S. federal, state,
        local
        and foreign tax consequences of this investment and the transactions
        contemplated by the Agreement. With respect to such matters, Purchaser relies
        solely on such advisors and not on any statements or representations of the
        Company or any of its agents, written or oral. Purchaser understands that
        it
        (and not the Company) shall be responsible for its own tax liability that
        may
        arise as a result of this investment or the transactions contemplated by
        the
        Agreements.

       

      3.12    Legends.
        Purchaser understands and agrees that the certificates evidencing the Shares,
        or
        any other securities issued in respect of the Shares upon any stock split,
        stock
        dividend, recapitalization, merger, consolidation or similar event, shall
        bear
        the following legend (in addition to any legend required by the Rights Agreement
        or under applicable state securities laws):

       

      “THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE,
        AND MAY
        NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
        REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS
        THE
        COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY
        SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
        REQUIRED.”

       

      SECTION
        4

       

      Miscellaneous

       

      4.1    Governing
        Law.
        This
        Agreement shall be governed and construed in all respects in accordance with
        the
        laws of the State of Utah as applied to agreements made and performed in
        Utah by
        residents of the State of Utah. 

       

      4.2    Survival.
        The
        representations, warranties, covenants and agreements made herein shall survive
        any investigation made by any Purchaser.

       

      4.3    Successors
        and Assigns.
        Except
        as otherwise provided herein, the provisions hereof shall inure to the benefit
        of, and be binding upon, the successors, assigns, heirs, executors and
        administrators of the parties hereto, provided, however, that the rights
        of the
        Purchaser to purchase the Shares shall not be assignable without the prior
        written consent of the Company.

       

      4.4    Entire
        Agreement; Amendment.
        The
        Agreements constitute the entire agreement between the Parties with regard
        to
        the subject matter hereof, and no Party shall be liable or bound to any other
        party in any manner by any warranties, representations or covenants except
        as
        specifically set forth herein. Except as expressly provided, no term hereof
        may
        be amended, waived, discharged or terminated other than by a written instrument
        signed by the Company and Purchaser. 

       


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      


       

      4.5    Notices,
        etc.
        All
        notices and other communications required or permitted hereunder shall be
        in
        writing and shall be sent by email, facsimile or mailed by registered or
        certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
        addressed (a) if to Purchaser, at Purchaser’s postal or email address or
        facsimile number set forth in the records of the Company, or at such other
        postal or email address as Purchaser shall have furnished to the Company
        in
        writing, or (b) if to any other holder of any Shares, at such postal or email
        address or facsimile number as such holder shall have furnished the Company
        in
        writing, or, until any such holder so furnishes a postal or email address
        or
        facsimile number to the Company, then to and at the postal or email address
        or
        facsimile number of the last holder of such Shares who has so furnished an
        address to the Company, or (c) if to the Company, at its principal executive
        office and addressed to the attention of the Corporate Secretary, or at such
        other postal or email address or facsimile number as the Company shall have
        furnished to Purchaser. 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 email or facsimile upon
        confirmation of the transmission, or, if sent by mail, at the earlier of
        its
        receipt or five days after the same has been deposited in a regularly maintained
        receptacle for the deposit of the United States mail, addressed and mailed
        as
        aforesaid.

       

      4.6    Expenses.
        Each
        party shall bear its own expenses incurred on its behalf with respect to
        this
        Agreement and the transactions contemplated hereby.

       

      4.7    Severability.
        In the
        event that any provision of this Agreement becomes or is declared by a court
        of
        competent jurisdiction to be illegal, unenforceable or void, this Agreement
        shall continue in full force and effect without such provision; provided
        that no
        such severability shall be effective if it materially changes the economic
        benefit of this Agreement to any party.

       

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

       

      4.9    Electronic
        or Telecopy Execution and Delivery.
        An
        electronic version or a facsimile, telecopy or other reproduction of this
        Agreement may be executed by one or more parties hereto, and an executed
        copy of
        this Agreement may be delivered by one or more parties hereto by email,
        facsimile or electronic transmission pursuant to which the signature of or
        on
        behalf of such party is evident, and 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 an original of this Agreement
        as well as any electronic, facsimile, telecopy or other reproduction
        hereof.

       


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      


      


      [Signature
        Page to Follow]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      


       

       

       

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

       

      


      
        	
                “COMPANY”

              	 	
                Q
                  COMM INTERNATIONAL, INC.

              
	 	 	 
	
                By:
                  ________________________________

              	 	 
	 	 	 
	
                Name:
                  Mark Robinson

              	 	 
	 	 	 
	
                Title:
                  Chief Financial Officer

              	 	 
	 	 	 
	 	 	 
	
                “PURCHASER”

              	
                If
                  an entity:

              	
                _____________________________________________

              
	 	 	
                (Name
                  of entity)

              
	 	 	 
	 	 	
                
                  _____________________________________________

                

              
	 	 	
                (State
                  of principal place of business)

              
	 	 	 
	 	
                 

              	
                By:
                  __________________________________________

              
	 	 	
                (Signature
                  of authorized representative)

              
	 	 	 
	 	 	 
	 	
                 

              	
                Name:
                  _______________________________________

              
	 	 	
                (Name
                  of authorized representative)

              
	 	 	 
	 	 	
                Title: 
                  ________________________________________

              
	 	 	 
	 	 	 
	 	 	 
	
                “PURCHASER”

              	
                If
                  an individual: 

              	
                _____________________________________________

              
	 	 	
                (Name
                  of individual)

              
	 	 	 
	 	 	
                _____________________________________________

              
	 	 	
                (State
                  of residency)

              
	 	 	 
	 	 	
                _____________________________________________

              
	 	 	
                (Signature
                  of individual)

              


      

      
 

       

       

       

       8