LOAN AGREEMENT

                                     Between

                          UTFC Financing Solutions, LLC
                                     Lender

                                       and

                           Q Comm International, Inc.
                                    Borrower



                        Effective Date: November 27, 2001



<PAGE>
<TABLE>
<CAPTION>

<S>      <C>                                                                                     <C>
1.       Definitions..............................................................................3
         1.1      Definitions.....................................................................3
2.       Loan Terms...............................................................................5
         2.1      Amount and Nature of Loan.......................................................5
         2.2      Promissory Note.................................................................5
         2.3      Loan Origination Fee............................................................5
         2.4      Warrant to Purchase Stock.......................................................6
3.       Security for Loan........................................................................6
         3.1      Collateral......................................................................6
         3.2      Release of Lender as Condition to Lien Termination..............................6
4.       Conditions to Loan Disbursements.........................................................6
         4.1      Conditions to Loan Disbursements................................................6
         4.2      No Default, Adverse Change, False or Misleading Statement.......................7
5.       Representations and Warranties...........................................................7
         5.1      Organization and Qualification..................................................7
         5.2      Authorization...................................................................8
         5.3      No Governmental Approval Necessary..............................................8
         5.4      Accuracy of Financial Statements................................................8
         5.5      No Pending or Threatened Litigation.............................................9
         5.6      Full and Accurate Disclosure....................................................9
         5.7      Compliance with ERISA...........................................................9
         5.8      Compliance with All Other Applicable Law.......................................10
         5.9      Environmental Representations and Warranties...................................10
         5.10     Operation of Business..........................................................10
         5.11     Payment of Taxes...............................................................11
6.       Borrower's Covenants....................................................................11
         6.1      Use of Proceeds................................................................11
         6.2      Continued Compliance with ERISA................................................11
         6.3      Continued Compliance with Applicable Law.......................................11
         6.4      Prior Consent for Amendment or Change..........................................11
         6.5      Payment of Taxes and Obligations...............................................12
         6.6      Financial Statements and Reports...............................................12
         6.7      Insurance......................................................................13
         6.8      Inspection.....................................................................13
         6.9      Operation of Business..........................................................13
         6.10     Maintenance of Records and Properties..........................................13
         6.11     Notice of Claims...............................................................13
         6.12     Environmental Covenants........................................................13
         6.13     Negative Pledge................................................................14
         6.14     Restriction on Debt............................................................15
         6.15     Mergers, Consolidations, and Purchase and Sale of Assets.......................15
         6.16     Dividends and Loans............................................................15
         6.17     Change of Control..............................................................16
         6.18     Annual Survey..................................................................16
         6.19     Federal Law Disclosures and Compliance.........................................17
7.       Default.................................................................................19


<PAGE>

         7.1      Events of Default..............................................................19
         7.2      No Waiver of Event of Default..................................................20
8.       Remedies................................................................................20
         8.1      Remedies upon Event of Default.................................................20
         8.2      Rights and Remedies Cumulative.................................................20
         8.3      No Waiver of Rights............................................................21
9.       General Provisions......................................................................21
         9.1      Governing Agreement............................................................21
         9.2      Borrower's Obligations Cumulative..............................................21
         9.3      Payment of Expenses and Attorney's Fees........................................21
         9.4      Right to Perform for Borrower..................................................21
         9.5      Assignability..................................................................22
         9.6      Third Party Beneficiaries......................................................22
         9.7      Governing Law..................................................................22
         9.8      Severability of Invalid Provisions.............................................22
         9.9      Interpretation of Loan Agreement...............................................22
         9.10     Survival and Binding Effect of Representations, Warranties, and Covenants......22
         9.11     Indemnification................................................................23
         9.12     Environmental Indemnification..................................................23
         9.13     Interest on Expenses and Indemnification, Collateral, Order of Application.....23
         9.14     Limitation of Consequential Damages............................................24
         9.15     Revival Clause.................................................................24
         9.16     Consent to Utah Jurisdiction and Exclusive Jurisdiction of Utah Courts.........24
         9.17     Joint and Several Liability....................................................25
         9.18     Notices........................................................................25
         9.19     Duplicate Originals............................................................26
         9.20     Disclosure of Financial and Other Information..................................26
         9.21     Integrated Agreement and Subsequent Amendment..................................26
</TABLE>



                                       2
<PAGE>


                                 LOAN AGREEMENT
                                 --------------

         This  Loan  Agreement  is made and  entered  into by and  between  UTFC
Financing Solutions, LLC. and Q Comm International, Inc..

         For good and valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged, the parties agree as follows:

1.       Definitions
         -----------

         1.1      Definitions
                  -----------

         Terms defined in the singular  shall have the same meaning when used in
the plural and vice versa. As used herein, the term:

         "Borrower" means Q Comm  International,  Inc., a corporation  organized
and  existing  under  the laws of the State of Utah,  its  successors,  and,  if
permitted, assigns.

         "Collateral"   means  the   collateral  as  provided  in  the  Security
Documents.

         "Effective  Date"  shall  mean the date the  parties  intend  this Loan
Agreement  to become  binding and  enforceable,  which is the date stated at the
conclusion of this Loan Agreement.

         "Environmental   Condition"  shall  mean  any  condition  involving  or
relating  to  Hazardous  Materials  and/or the  environment  affecting  the Real
Property,  whether  or not yet  discovered,  which  could or does  result in any
damage, loss, cost, expense,  claim,  demand,  order, or liability to or against
Borrower  or Lender by any  third  party  (including,  without  limitation,  any
government entity), including,  without limitation, any condition resulting from
the operation of Borrower's  business  and/or  operations in the vicinity of the
Real Property and/or any activity or operation  formerly conducted by any person
or entity on or off the Real Property.

         "Environmental  Health and Safety Law" shall mean any legal requirement
that requires or relates to:

                  a. advising appropriate authorities,  employees, or the public
         of intended or actual  releases of Hazardous  Materials,  violations of
         discharge  limits or other  prohibitions,  and of the  commencement  of
         activities,  such as resource  extraction or  construction,  that do or
         could have significant impact on the environment;

                  b. preventing or reducing to acceptable  levels the release of
         Hazardous Materials;

                  c.  reducing  the  quantities,   preventing  the  release,  or
         minimizing the hazardous characteristics of wastes that are generated;


                                       3
<PAGE>

                  d. assuring that products are designed, formulated,  packaged,
         and used so that they do not present unreasonable risks to human health
         or the environment when used or disposed of;

                  e. protecting resources, species, or ecological amenities;

                  f.  use,  storage,   transportation,   sale,  or  transfer  of
         Hazardous Materials or other potentially harmful substances;

                  g. cleaning up Hazardous  Materials  that have been  released,
         preventing the threat of release, and/or paying the costs of such clean
         up or prevention; or

                  h. making  responsible  parties  pay for  damages  done to the
         health  of  others  or the  environment  or  permitting  self-appointed
         representatives  of the public interest to recover for injuries done to
         public assets.

         "Event of  Default"  shall have the  meaning  set forth in Section  7.1
Events of Default.

         "Hazardous  Materials"  means (i)  "hazardous  waste" as defined by the
Solid Waste Disposal Act, as amended by the Resource  Conservation  and Recovery
Act of 1976 (42 U.S.C.  Section 6901 et. seq.),  including any future amendments
thereto, and regulations promulgated thereunder,  and as the term may be defined
by any contemporary state counterpart to such act; (ii) "hazardous substance" as
defined by the Comprehensive Environmental Response,  Compensation and Liability
Act of 1980 (42 U.S.C.  Section 9601 et. seq.),  including any future amendments
thereto, and regulations promulgated thereunder,  and as the term may be defined
by any  contemporary  state  counterpart  of  such  act;  (iii)  asbestos;  (iv)
polychlorinated  biphenyls;  (v)  underground  or above  ground  storage  tanks,
whether  empty or  filled  or  partially  filled  with any  substance;  (vi) any
substance the presence of which is or becomes prohibited by any federal,  state,
or local law,  ordinance,  rule, or  regulation;  and (vii) any substance  which
under any federal,  state, or local law, ordinance,  rule or regulation requires
special  handling  or  notification  in  its  collection,   storage,  treatment,
transportation, use or disposal.

         "Lender"  means UTFC  Financing  Solutions,  LLC.,  a Delaware  limited
liability company, its successors, and assigns.

         "Loan" means the loan to be made pursuant to Section 2 Loan Terms.

         "Loan  Agreement"  means this  agreement,  together  with any exhibits,
amendments, addendums, and modifications.

         "Loan  Documents"  means  the  Loan  Agreement,  Promissory  Note,  any
guarantee,  Security Documents,  all other agreements and documents contemplated
by any of the aforesaid documents, and all amendments, modifications, addendums,
and replacements, whether presently existing or created in the future.

                                       4
<PAGE>

         "Organizational  Documents"  means,  in the case of a corporation,  its
Articles of Incorporation and By-Laws; in the case of a general partnership, its
Articles of Partnership;  in the case of a limited partnership,  its Articles of
Limited Partnership; in the case of a limited liability company, its Articles of
Organization  and Operating  Agreement or Regulations,  if any; in the case of a
limited liability  partnership,  its Articles of Limited Liability  Partnership;
and all amendments, modifications, and changes to any of the foregoing which are
currently in effect.

         "Promissory Note" means the convertible  promissory note to be executed
by Borrower  pursuant to Section 2.2 Promissory  Note in the amount of the Loan,
and any and all renewals, extensions, modifications, and replacements thereof.

         "Real Property" means any and all real property or improvements thereon
owned or leased by Borrower or in which  Borrower has any other  interest of any
nature whatsoever.

         "Security  Documents"  means  all  security  agreements,   assignments,
pledges,  financing statements,  deeds of trust, mortgages,  and other documents
which  create or  evidence  any  security  interest,  assignment,  lien or other
encumbrance in favor of Lender to secure any or all of the  obligations  created
or contemplated by any of the Loan Documents, and all amendments, modifications,
addendums,  and  replacements,  whether  presently  existing  or  created in the
future.

         "USDA" means United States  Department of  Agriculture,  its successors
and assigns.

2.       Loan Terms
         ----------

         2.1      Amount and Nature of Loan
                  -------------------------

         Upon  fulfillment  of all  conditions  precedent set forth in this Loan
Agreement,  and so long as no Event of Default  exists,  and no other breach has
occurred  under the Loan  Documents,  Lender agrees to loan Borrower two hundred
fifty thousand dollars ($250,000).

         At the option of the holder of the  Promissory  Note,  the  outstanding
principal and accrued but unpaid  interest on the Loan may be converted to stock
of Borrower upon the terms and conditions provided in the Promissory Note.

The obligations of Borrower shall be guaranteed by Paul Hickey.

         2.2      Promissory Note
                  ---------------

         The Loan shall be evidenced by the Promissory Note. The Promissory Note
shall be executed and  delivered to Lender upon  execution  and delivery of this
Loan Agreement.

         2.3      Loan Origination Fee
                  --------------------

         Upon execution and delivery of this Loan Agreement,  Borrower shall pay
Lender a loan  origination  fee in an amount equal to two and  one-half  percent
(2.5%) of the amount of the loan.  No portion of such fee shall be  refunded  in


                                       5
<PAGE>

the event of early  termination  of this Loan  Agreement or any  termination  or
reduction  of the  right  of  Borrower  to  request  advances  under  this  Loan
Agreement.  Lender is  authorized  and  directed,  upon  execution  of this Loan
Agreement and fulfillment of all conditions precedent  hereunder,  to disburse a
sufficient amount of the Loan proceeds to pay the loan origination fee in full.

         2.4      Warrant to Purchase Stock
                  -------------------------

         Borrower agrees to issue Lender a warrant to purchase one hundred fifty
thousand (150,000) shares of restricted common stock of Borrower for an exercise
price of one dollar  twenty five cents  ($1.25) per share.  Upon  execution  and
delivery of this Loan Agreement,  Borrower shall execute and deliver to Lender a
warrant to purchase stock in a form acceptable to Lender.

3.       Security for Loan
         -----------------

         3.1      Collateral
                  ----------

                  a. The Loan,  Promissory Note, and all obligations of Borrower
         under the Loan Documents shall be secured by the Collateral.

         3.2      Release of Lender as Condition to Lien Termination
                  --------------------------------------------------

         In  recognition  of Lender's  right to have all its attorneys  fees and
expenses  incurred  in  connection  with  this  Loan  Agreement  secured  by the
Collateral,   notwithstanding  payment  in  full  of  the  Loan  and  all  other
obligations secured by the Collateral,  Lender shall not be required to release,
reconvey,  or terminate any Security  Document unless and until Borrower and all
guarantors  have executed and delivered to Lender  general  releases in form and
substance satisfactory to Lender.

4.       Conditions to Loan Disbursements
         --------------------------------

         4.1      Conditions to Loan Disbursements
                  --------------------------------

         Lender's  obligation  to disburse any of the Loan is expressly  subject
to, and shall not arise  until all of the  conditions  set forth below have been
satisfied.  All of  the  documents  referred  to  below  must  be in a form  and
substance acceptable to Lender.

                  a.  All  of  the  Loan  Documents  and  all  other   documents
         contemplated to be delivered to Lender prior to funding have been fully
         executed and delivered to Lender.

                  b. All of the  documents  contemplated  by the Loan  Documents
         which require filing or recording have been properly filed and recorded
         so that all of the liens and  security  interests  granted to Lender in
         connection  with the Loan will be properly  created and  perfected  and
         will have a priority acceptable to Lender.


                                       6
<PAGE>

                  c. All other conditions  precedent provided in or contemplated
         by the Loan  Documents  or any other  agreement  or document  have been
         performed.

                  d. As of the date of disbursement of all or any portion of the
         Loan, the following shall be true and correct:  (i) all representations
         and  warranties  made by  Borrower in the Loan  Documents  are true and
         correct  as of the  date of such  disbursement;  and  (ii) no  Event of
         Default has occurred and no conditions exist and no event has occurred,
         which, with the passage of time or the giving of notice, or both, would
         constitute an Event of Default.

                  e.  Borrower  has  submitted  to  Lender a  business  plan for
         Borrower's  business  operations  and  facilities in form and substance
         acceptable to Lender.

                  f.  If Loan is  funded  by the  USDA  Rural  Development  loan
         program, Lender has received the irrevocable commitment of the USDA for
         purchase  of the  Loan  and  the  Loan  Documents  and  all  conditions
         precedent of USDA have been fulfilled.

         All  conditions  precedent set forth in this Loan  Agreement and any of
the  Loan  Documents  are for the  sole  benefit  of  Lender  and may be  waived
unilaterally by Lender.

         4.2      No Default, Adverse Change, False or Misleading Statement
                  ---------------------------------------------------------

         Lender's  obligation  to advance any funds at any time pursuant to this
Loan  Agreement and the  Promissory  Note shall,  at Lender's  sole  discretion,
terminate  upon the occurrence of any Event of Default or upon the occurrence of
any material  adverse change in Borrower's or any  guarantor's  organization  or
affairs   or  in  any   matter   concerning   which  an   agreement,   covenant,
representation,  or warranty has been made herein,  or upon the determination by
Lender that any of Borrower's or any guarantor's  representations made in any of
the Loan  Documents  were false or  materially  misleading  when made.  Upon the
exercise of such discretion, Lender shall be relieved of all further obligations
under the Loan Documents.

5.       Representations and Warranties
         ------------------------------

         5.1      Organization and Qualification
                  ------------------------------

         Borrower  represents  and  warrants  that  it  is  a  corporation  duly
organized and existing under the laws of the State of Utah.

         Borrower  represents  and  warrants  that  it is duly  qualified  to do
business  in each  jurisdiction  where  the  conduct  of its  business  requires
qualification  and that it has the full power and  authority to own its property
and to conduct  the  business  in which it engages and to enter into and perform
its obligations under the Loan Documents.


                                       7
<PAGE>

         Borrower  represents  and warrants  that it has  delivered to Lender or
Lender's  counsel  accurate and  complete  copies of  Borrower's  Organizational
Documents which are operative and in effect as of the Effective Date.

         5.2      Authorization
                  -------------

         Borrower  represents  and warrants that the  execution,  delivery,  and
performance  by Borrower of the Loan  Documents has been duly  authorized by all
necessary  action  on the  part  of  Borrower  and  are  not  inconsistent  with
Borrower's  Organizational Documents or any resolution of the Board of Directors
of Borrower,  do not and will not  contravene  any provision of, or constitute a
default under, any indenture,  mortgage,  contract, or other instrument to which
Borrower  is a party or by which  it is  bound,  and  that  upon  execution  and
delivery thereof,  the Loan Documents will constitute legal,  valid, and binding
agreements  and  obligations of Borrower,  enforceable in accordance  with their
respective terms.


         5.3      No Governmental Approval Necessary
                  ----------------------------------

         Borrower  represents  and  warrants  that no consent by,  approval  of,
giving of notice  to,  registration  with,  or taking of any other  action  with
respect  to or by  any  federal,  state,  or  local  governmental  authority  or
organization is required for Borrower's  execution,  delivery, or performance of
the Loan Documents.

         5.4      Accuracy of Financial Statements.
                  ---------------------------------

         Borrower  represents  and  warrants  that all of its audited  financial
statements  heretofore delivered to Lender have been prepared in accordance with
generally  accepted  accounting  principles  consistently  applied and fully and
fairly represent  Borrower's  financial condition as of the date thereof and the
results of Borrower's operations for the period or periods covered thereby.

         Borrower  represents  and warrants that all of its unaudited  financial
statements  heretofore delivered to Lender fully and fairly represent Borrower's
financial  condition  as of the  date  thereof  and the  results  of  Borrower's
operations for the period or periods  covered  thereby and are  consistent  with
other financial statements previously delivered to Lender.

         Borrower  represents  and  warrants  that  since  the dates of the most
recent audited and unaudited financial statements delivered to Lender, there has
been no material adverse change in its financial condition.

         Borrower  represents  and warrants that all of its pro forma  financial
statements  heretofore delivered to Lender have been prepared  consistently with
Borrower's actual financial statements and fully and fairly represent Borrower's
anticipated  financial  condition  and the  anticipated  results  of  Borrower's
operation for the period or periods covered thereby.



<PAGE>

         5.5      No Pending or Threatened Litigation
                  -----------------------------------

         Borrower  represents  and  warrants  that  except  as  Lender  has been
otherwise advised in writing,  together with an analysis by Borrower's  counsel,
there are no actions, suits, or proceedings pending or, to Borrower's knowledge,
threatened against or affecting Borrower in any court or before any governmental
commission,  board, or authority  which, if adversely  determined,  would have a
material  adverse  effect on  Borrower's  financial  condition,  conduct  of its
business, or ability to perform its obligations under the Loan Documents.

         5.6      Full and Accurate Disclosure
                  ----------------------------

         Borrower  represents  and  warrants  that  this  Loan  Agreement,   the
financial  statements  referred to herein,  any loan  application  submitted  to
Lender,  and all other statements  furnished by Borrower to Lender in connection
herewith  contain no untrue  statement  of a material  fact and omit no material
fact  necessary  to  make  the  statements   contained  therein  or  herein  not
misleading.  Borrower represents and warrants that it has not failed to disclose
in writing to Lender  any fact that  materially  and  adversely  affects,  or is
reasonably  likely to materially  and  adversely  affect,  Borrower's  business,
operations,  properties, prospects, profits, condition (financial or otherwise),
or ability to perform its obligations under this Loan Agreement,  the Promissory
Note, the Security Documents, or any other agreement,  document,  obligation, or
transaction contemplated by this Loan Agreement.

         5.7      Compliance with ERISA
                  ---------------------

         Borrower  represents and warrants that Borrower is in compliance in all
material  respects with all  applicable  provisions  of the Employee  Retirement
Income  Security Act of 1974  ("ERISA"),  as amended,  and the  regulations  and
published interpretations thereunder. Neither a Reportable Event as set forth in
Section 4043 of ERISA or the regulations  thereunder  ("Reportable Event") nor a
prohibited  transaction  as set forth in Section 406 of ERISA or Section 4975 of
the Internal  Revenue Code of 1986,  as amended,  has occurred and is continuing
with respect to any employee benefit plan established,  maintained,  or to which
contributions  have been made by Borrower  or any trade or business  (whether or
not  incorporated)  which  together with  Borrower  would be treated as a single
employer under Section 4001 of ERISA ("ERISA Affiliate") for its employees which
is  covered  by Title I or Title IV of ERISA  ("Plan");  no  notice of intent to
terminate  a Plan  has been  filed  nor has any Plan  been  terminated  which is
subject to Title IV of ERISA; no  circumstances  exist that  constitute  grounds
under Section 4042 of ERISA entitling the Pension Benefit  Guaranty  Corporation
("PBGC")  to  institute  proceedings  to  terminate,  or  appoint a  trustee  to
administer a Plan,  nor has the PBGC  instituted any such  proceedings;  neither
Borrower nor any ERISA  Affiliate has  completely or partially  withdrawn  under
Section 4201 or 4204 of ERISA from any Plan  described in Section  4001(a)(3) of
ERISA which covers employees of Borrower or any ERISA Affiliate ("Multi-employer
Plan");   Borrower  and  each  ERISA  Affiliate  has  met  its  minimum  funding
requirements  under ERISA with  respect to all of its Plans and the present fair
market  value of all Plan  assets  equals or exceeds  the  present  value of all
vested benefits under or all claims reasonably anticipated against each Plan, as
determined on the most recent  valuation date of the Plan and in accordance with


                                       9
<PAGE>

the  provisions  of ERISA  and the  regulations  thereunder  and the  applicable
statements of the Financial  Accounting Standards Board ("FASB") for calculating
the  potential  liability  of  Borrower or any ERISA  Affiliate  under any Plan;
neither  Borrower nor any ERISA Affiliate has incurred any liability to the PBGC
(except payment of premiums, which is current) under ERISA.

         Borrower,  each ERISA  Affiliate and each group health plan (as defined
in ERISA  Section 733)  sponsored by Borrower  and each ERISA  Affiliate,  or in
which  Borrower  or any ERISA  Affiliate  is a  participating  employer,  are in
compliance  with,  have  satisfied  and  continue  to  satisfy  (to  the  extent
applicable)  all  requirements  for  continuation of group health coverage under
Section  4980B of the  Internal  Revenue Code and Sections 601 et seq. of ERISA,
and are in  compliance  with,  have  satisfied  and  continue to satisfy  Part 7
(Sections  701 et seq.,  Sections  711,  712 and 731 et  seq.) of ERISA  and all
corresponding  and  similar  state  laws  relating  to  portability,  access and
renewability of group health benefits and other requirements included in Part 7.

         5.8      Compliance with All Other Applicable Law
                  ----------------------------------------

         Borrower  represents  and  warrants  that  it  has  complied  with  all
applicable  statutes,  rules,  regulations,  orders,  and  restrictions  of  any
domestic or foreign government,  or any instrumentality or agency thereof having
jurisdiction  over the conduct of  Borrower's  business or the  ownership of its
properties,  which may have a  material  impact or effect  upon the  conduct  of
Borrower's business or the ownership of its properties.

         5.9      Environmental Representations and Warranties
                  --------------------------------------------

         Borrower  represents  and warrants that no Hazardous  Materials are now
located  on,  in, or under  the Real  Property,  nor is there any  Environmental
Condition  on, in, or under the Real  Property  and  neither  Borrower  nor,  to
Borrower's knowledge, after due inquiry and investigation,  any other person has
ever caused or  permitted  any  Hazardous  Materials to be placed,  held,  used,
stored,  released,  generated,  located or  disposed of on, in or under the Real
Property, or any part thereof, nor caused or allowed an Environmental  Condition
to exist on, in or under the Real  Property,  except in the  ordinary  course of
Borrower's  business  under  conditions  that  are  generally  recognized  to be
appropriate  and  safe and that are in  strict  compliance  with all  applicable
Environmental  Health and Safety Laws.  Borrower further represents and warrants
that no  investigation,  administrative  order,  consent  order  and  agreement,
litigation  or  settlement  with  respect  to  Hazardous   Materials  and/or  an
Environmental  Condition is proposed,  threatened,  anticipated  or in existence
with respect to the Real Property.

         5.10     Operation of Business
                  ---------------------

         Borrower  represents and warrants that Borrower possesses all licenses,
permits, franchises, patents, copyrights, trademarks, and trade names, or rights
thereto, to conduct its business substantially as now conducted and as presently
proposed to be  conducted,  and Borrower is not in violation of any valid rights
of others with respect to any of the foregoing.


                                       10
<PAGE>

         5.11     Payment of Taxes
                  ----------------

         Borrower  represents  and  warrants  that  Borrower  has  filed all tax
returns (federal, state, and local) required to be filed and has paid all taxes,
assessments,  and  governmental  charges  and  levies,  including  interest  and
penalties,  on Borrower's assets,  business and income, except such as are being
contested in good faith by proper  proceedings and as to which adequate reserves
are maintained.

6.       Borrower's Covenants
         --------------------

         Borrower  makes the following  agreements  and  covenants,  which shall
continue so long as this Loan  Agreement is in effect and so long as Borrower is
indebted  to  Lender  for  obligations   arising  out  of,   identified  in,  or
contemplated by this Loan Agreement.

         6.1      Use of Proceeds
                  ---------------

         Borrower shall use the proceeds of the Loan solely for production costs
for approximately 750 Qxpress terminals.

         6.2      Continued Compliance with ERISA
                  -------------------------------

         Borrower  covenants  that,  with  respect  to all Plans (as  defined in
Section  5.7  Compliance  with  ERISA)  which  Borrower  or any ERISA  Affiliate
currently  maintains or to which Borrower or any ERISA Affiliate is a sponsoring
or participating employer,  fiduciary,  party in interest or disqualified person
or which Borrower or any ERISA Affiliate may hereafter adopt,  Borrower and each
ERISA Affiliate  shall continue to comply with all applicable  provisions of the
Internal Revenue Code and ERISA and with all representations made in Section 5.7
Compliance  with ERISA,  including,  without  limitation,  conformance  with all
notice and reporting  requirements,  funding standards,  prohibited  transaction
rules,  multi-employer plan rules,  necessary reserve  requirements,  and health
care continuation, coverage and portability requirements.

         6.3      Continued Compliance with Applicable Law
                  ----------------------------------------

         Borrower  shall conduct its business in a lawful manner and in material
compliance  with all  applicable  federal,  state,  and local laws,  ordinances,
rules, regulations, and orders; shall maintain in good standing all licenses and
organizational or other qualifications  reasonably necessary to its business and
existence;  and shall not engage in any  business not  authorized  by and not in
accordance with its Organizational Documents and other governing documents.

         6.4      Prior Consent for Amendment or Change
                  -------------------------------------

         Borrower shall not modify, amend, waive, or otherwise alter, or fail to
enforce,  its  Organizational  Documents or other  governing  documents  without
Lender's prior written consent.


                                       11
<PAGE>



         6.5      Payment of Taxes and Obligations
                  --------------------------------

         Borrower shall pay when due all taxes,  assessments,  and  governmental
charges and levies on Borrower's assets,  business, and income, and all material
obligations of Borrower of whatever  nature,  except such as are being contested
in good  faith by  proper  proceedings  and as to which  adequate  reserves  are
maintained.

         6.6      Financial Statements and Reports
                  --------------------------------

         Borrower  shall  provide  Lender  with such  financial  statements  and
reports as Lender may  reasonably  request.  Audited  financial  statements  and
reports  shall be prepared in  accordance  with  generally  accepted  accounting
principles and shall fully and fairly represent  Borrower's  financial condition
as of the date thereof and the results of Borrower's  operations  for the period
or periods covered  thereby.  Unaudited  financial  statements and reports shall
fully and fairly represent Borrower's financial condition as of the date thereof
and the  results of  Borrower's  operations  for the  period or periods  covered
thereby  and shall be  consistent  with other  financial  statements  previously
delivered to Lender.

         Until  requested  otherwise  by  Lender,  Borrower  shall  provide  the
following financial statements and reports to Lender:

                  a. Annual  audited  financial  statements  with an unqualified
         opinion for each fiscal year of Borrower from an independent accounting
         firm and in a form  acceptable  to Lender,  to be  delivered  to Lender
         within one  hundred  twenty  (120) days of the end of the fiscal  year.
         Borrower shall also submit to Lender copies of any  management  letters
         or other reports submitted to Borrower by independent  certified public
         accountants in connection with examination of the financial  statements
         of Borrower made by such accountants.

                  b. Quarterly financial statements for each calendar month in a
         form acceptable to Lender, to be delivered to Lender within twenty (20)
         days of the end of the month.  The monthly  financial  statements shall
         include  a  certification  by the  chief  financial  officer  or  chief
         executive  officer of Borrower  that the monthly  financial  statements
         fully and fairly  represent  Borrower's  financial  condition as of the
         date  thereof  and the  results of  operations  for the period  covered
         thereby and are consistent with other financial  statements  previously
         delivered to Lender.

                  c.  Promptly  after the  sending or filing  thereof,  Borrower
         shall  provide  to Lender  copies of all  proxy  statements,  financial
         statements,  and reports which  Borrower sends to its  stockholders  or
         investors,  and copies of all regular,  periodic,  and special reports,
         and  all   registration   statements  which  Borrower  files  with  the
         Securities and Exchange  Commission,  any governmental  authority which
         may be substituted therefor,  with any national securities exchange, or
         with any similar state authority.

                                       12
<PAGE>

         6.7      Insurance
                  ---------

         Borrower shall maintain  insurance with financially sound and reputable
insurance  companies or  associations in such amounts and covering such risks as
are usually carried by companies  engaged in the same or a similar  business and
similarly  situated,  which  insurance may provide for reasonable  deductibility
from coverage thereof.

         6.8      Inspection
                  ----------

         Borrower  shall at any  reasonable  time and from  time to time  permit
Lender  or any  representative  of  Lender  to  examine  and make  copies of and
abstracts  from the  records  and books of account of, and visit and inspect the
properties and assets of, Borrower,  and to discuss the affairs,  finances,  and
accounts of Borrower  with any of  Borrower's  officers and  directors  and with
Borrower's independent accountants.

         6.9      Operation of Business
                  ---------------------

         Borrower shall  maintain all licenses,  permits,  franchises,  patents,
copyrights,  trademarks,  and trade  names,  or  rights  thereto,  necessary  or
advisable  to conduct  its  business  and  Borrower  shall not violate any valid
rights of others with respect to any of the  foregoing.  Borrower shall continue
to engage in a business of the same general type as now conducted.

         6.10     Maintenance of Records and Properties
                  -------------------------------------

         Borrower  shall  keep  adequate  records  and books of account in which
complete entries will be made in accordance with generally  accepted  accounting
principles  consistently  applied,  reflecting  all  financial  transactions  of
Borrower.  Borrower  shall  maintain,  keep and preserve  all of its  properties
(tangible  and  intangible)  necessary  or useful in the  proper  conduct of its
business in good working order and condition, ordinary wear and tear excepted.

         6.11     Notice of Claims
                  ----------------

         Borrower shall promptly notify Lender in writing of all actions,  suits
or proceedings filed or threatened against or affecting Borrower in any court or
before any  governmental  commission,  board,  or authority  which, if adversely
determined,  would  have a  material  adverse  effect  on  Borrower's  financial
condition,  conduct of its business, or ability to perform its obligations under
the Loan Documents.

         6.12     Environmental Covenants
                  -----------------------

         Borrower covenants that it will:

                  a. Not permit the presence, use, disposal,  storage or release
         of any Hazardous  Materials on, in, or under the Real Property,  except
         in the ordinary course of Borrower's business under conditions that are
         generally  recognized to be appropriate and safe and that are in strict


                                       13
<PAGE>

         compliance with all applicable Environmental Health and Safety Laws.

                  b.  Not  permit  any  substance,   activity  or  Environmental
         Condition  on, in, under or  affecting  the Real  Property  which is in
         violation of any Environmental Health and Safety Laws.

                  c. Comply with the provisions of all Environmental  Health and
         Safety Laws.

                  d. Notify  Lender  immediately  of any  discharge of Hazardous
         Materials,  Environmental  Condition,  or  environmental  complaint  or
         notice received from any governmental agency or any other party.

                  e.  Upon any  discharge  of  Hazardous  Materials  or upon the
         occurrence  of any  Environmental  Condition,  immediately  contain and
         remove the same in strict compliance with all Environmental  Health and
         Safety Laws,  promptly pay any fine or penalty  assessed in  connection
         therewith, and immediately notify Lender of such events.

                  f. Permit  Lender to inspect the Real  Property for  Hazardous
         Materials and Environmental  Conditions,  to conduct tests thereon, and
         to inspect all books, correspondence, and records pertaining thereto.

                  g. From time to time upon Lender's request,  and at Borrower's
         expense, provide a report (including all validated and unvalidated data
         generated  for such reports) of a qualified  independent  environmental
         engineer  acceptable to Lender,  satisfactory to Lender in scope, form,
         and  content,  and provide to Lender such other and further  assurances
         reasonably  satisfactory to Lender, that Borrower is in compliance with
         these  covenants   concerning  Hazardous  Materials  and  Environmental
         Conditions,  and that any past violation  thereof has been corrected in
         compliance with all applicable Environmental Health and Safety Laws.

                  h. Immediately advise Lender of any additional,  supplemental,
         new,  or  other  information  concerning  any  Hazardous  Materials  or
         Environmental Conditions relating to the Real Property.

         6.13     Negative Pledge
                  ---------------

         Borrower  will not  create,  incur,  assume,  or  suffer  to exist  any
mortgage,  deed  of  trust,  pledge,  lien,  security  interest,  hypothecation,
assignment,  deposit arrangement, or other preferential arrangement,  charge, or
encumbrance  (including,  without limitation,  any conditional sale, other title
retention  agreement,  or finance lease) of any nature,  upon or with respect to
any of its  properties or assets,  now owned or hereafter  acquired,  or sign or
file,  under  the  Uniform  Commercial  Code of any  jurisdiction,  a  financing
statement under which Borrower appears as debtor, or sign any security agreement
authorizing  any secured  party  thereunder  to file such  financing  statement,
except those  contemplated by this Loan Agreement  except those that exist prior

                                       14
<PAGE>

to the date of this  agreement or those  authorized in writing by UTFC and liens
for taxes and assessments not yet due and payable or, if due and payable,  those
being  contested  in  good  faith  by  appropriate  proceedings  and  for  which
appropriate reserves are maintained.

         6.14     Restriction on Debt
                  -------------------

         Borrower shall not create,  incur,  assume, or suffer to exist any debt
except as  permitted  by this  Section  6.14.  Debt  means (i)  indebtedness  or
liability for borrowed money; (ii) obligations  evidenced by bonds,  debentures,
notes, or other similar instruments; (iii) obligations for the deferred purchase
price of property or services (including trade obligations); (iv) obligations as
lessee under  capital  leases;  (v) current  liabilities  in respect of unfunded
vested benefits under Plans covered by ERISA;  (vi) obligations under letters of
credit;  (vii) obligations under acceptance  facilities;  (viii) all guarantees,
endorsements  (other than for  collection  or deposit in the ordinary  course of
business),  and other contingent  obligations to purchase,  to provide funds for
payment,  to supply  funds to invest in any person or entity,  or  otherwise  to
assure a creditor  against loss; and (ix)  obligations  secured by any mortgage,
deed of trust, lien, pledge, or security interest or other charge or encumbrance
on property, whether or not the obligations have been assumed.

         Permitted  exceptions to this covenant  are: (i) debt  contemplated  by
this Loan Agreement;  and (ii) accounts  payable to trade creditors for goods or
services which are not aged more than ninety (90) days from the billing date and
current operating liabilities (other than for borrowed money) which are not more
than ninety (90) days past due, in each case incurred in the ordinary  course of
business,  as presently  conducted,  and paid within the specified time,  unless
contested in good faith and by appropriate proceedings.

         6.15     Mergers, Consolidations, and Purchase and Sale of Assets
                  --------------------------------------------------------

         Borrower shall not wind up, liquidate, or dissolve itself,  reorganize,
merge, or consolidate with or into, or convey, sell, assign, transfer, lease, or
otherwise  dispose of (whether in one  transaction or a series of  transactions)
all or substantially all of its assets (whether now owned or hereafter acquired)
to any person or entity,  or acquire all or  substantially  all of the assets or
the business of any person or entity.

         6.16     Dividends and Loans
                  -------------------

         Borrower  shall not (i) declare or pay any  dividends,  (ii)  purchase,
redeem,  retire or otherwise  acquire for value any of its capital  stock now or
hereafter   outstanding,   (iii)  make  any   distribution   of  assets  to  its
stockholders,  investors,  or equity  holders,  whether in cash,  assets,  or in
obligations  of Borrower,  (iv)  allocate or otherwise set apart any sum for the
payment of any dividend or distribution on, or for the purchase,  redemption, or
retirement of any shares of its capital stock or equity  interests,  or (v) make
any other  distribution  by  reduction of capital or otherwise in respect of any
shares of its capital stock or equity interests.


                                       15
<PAGE>

         Borrower  shall not make any loans or pay any  advances  of any  nature
whatsoever to any person or entity,  except  advances in the ordinary  course of
business to vendors, suppliers, and contractors.

         6.17     Change of Control
                  -----------------

         No Change  of  Control  shall  occur  without  Lender's  prior  written
consent.

         "Change of Control" means (1) in the case of a  corporation,  any sale,
assignment,  or other  transfer of more than fifty percent (50%) of the stock of
such  corporation,  the persons who are the directors of such  corporation as of
the  Effective  Date fail to  constitute a majority of the Board of Directors of
such  corporation,  or the  president  of any other  executive  officer  of such
corporation  resigns,  is  terminated,  or otherwise  ceases to function in such
position;  (Notwithstanding  the  foregoing,  Lender  consents  to the change of
control contemplated by the pending transaction with American Payment Systems as
outlined in form 8-K dated  October 26, 2001) (2) in the case of a  partnership,
any sale,  assignment,  or other  transfer of more than ten percent (10%) of the
partnership  interests of such  partnership,  any of the persons or entities who
are a  partner  of such  partnership  as of the  Effective  Date  ceases to be a
partner  of such  partnership,  the  occurrence  of any Change of Control in any
partner in such partnership,  or any general manager or person holding a similar
position in such  partnership  resigns,  is terminated,  or otherwise  ceases to
function in such position,  (3) in case of a limited partnership,  (a) as to all
general  partners,  any general  partner  resigns,  is terminated,  or otherwise
ceases to function in such  position or the  occurrence of any Change of Control
in any  such  general  partner,  (b)  as to  all  limited  partners,  any  sale,
assignment,  or other  transfer  of more than ten  percent  (10%) of the limited
partnership interest in such limited partnership, any of the persons or entities
who are limited  partners of such limited  partnership  as of the Effective Date
ceases to be a limited partner in such limited partnership, or the occurrence of
any Change of Control in any such limited partner;  (4) in the case of a limited
liability  company,  any sale,  assignment,  or other  transfer of more than ten
percent (10%) of the ownership interests of such limited liability company,  any
of the persons or entities who are members of such limited  liability company as
of the Effective Date ceases to be a member of such limited  liability  company,
any managing member or manager of such limited  liability  company  resigns,  is
terminated or otherwise  ceases to function in such position,  or the occurrence
of any Change of Control in any such member,  managing member or manager of such
limited liability company.


         6.18     Annual Survey
                  -------------

         Borrower shall  complete and delivery to Lender an annual survey,  in a
form  acceptable  to Lender,  by the deadline set by Lender.  Borrower  shall be
given at least thirty (30) days notice of such deadline.


                                       16
<PAGE>



         6.19     Federal Law Disclosures and Compliance
                  --------------------------------------

         If funding is through  the USDA  Rural  Development  program,  Borrower
acknowledges  that the Loan  Documents and Collateral may be assigned to USDA as
collateral  security  for USDA's loan to UTFC under the  Intermediary  Relending
Program.

         If the Loan is funded by  Economic  Development  Administration  of the
U.S.  Department of Commerce,  this lower tier covered transaction is subject to
Executive  Order  12549,  "Debarment  and  Suspension,"  and 15 C.F.R.  Part 26,
"Government Wide Debarment and Suspension  (Nonprocurement)."  Unless authorized
by the  Department  in  writing,  a person  (as  defined  in 15  C.F.R.  Section
26.105(n) who is debarred or suspended shall be excluded from federal  financial
and  nonfinancial  assistance and benefits under federal programs and activities
except to the extent  prohibited by law or authorized by the Department.  Unless
the Department authorizes an exception in writing,  Lender will not knowingly do
business under a covered transaction with a person who is debarred or suspended,
or voluntarily excluded (because of lobbying activities).

         Borrower shall comply with each of the following  provisions  which may
be applicable based upon the source of funds for the Loan:

                  a. If Borrower uses any of the Loan proceeds for  construction
         (including without limitation, demolition, remodeling or renovation):

                           i. The  Davis-Bacon  Act.  Borrower shall compile and
                  provide to Lender  evidence,  in a form  acceptable to Lender,
                  certifying  that all  laborers and  mechanics  employed by the
                  Borrower  or  contractors  or   subcontractors   on  any  such
                  construction  work that is funded or assisted,  in whole or in
                  part,  by  proceeds  of the Loan,  are paid wages at rates not
                  less than  those  prevailing  on similar  construction  in the
                  locality as determined by the U.S. Department of Labor.

                           ii. The Copeland  "Anti-Kickback" Act, which requires
                  bi-weekly  payment of employees  and  bi-weekly  submission of
                  payroll records by the Borrower to Lender.

                           iii.  The  Contract  Work Hours and Safety  Standards
                  Act,   which   requires   that  workers   receive   "overtime"
                  compensation  at a rate of 1 1/2 times  their  regular  hourly
                  wage after having worked more than 40 hours in one week.

                           iv. 42 U.S.C.  Section 4151 et seq.,  which  requires
                  that construction of a building intended for public use or for
                  the  employment  of  physically  handicapped  persons  must be
                  accessible to physically handicapped persons.

                  b. The Hatch Act, 5 U.S.C. Section 1501, et seq., which limits
         the political  activities of employees whose salaries are paid in whole
         or in part by federal funds.


                                       17
<PAGE>

                  c. The  business  and all  projects of the  Borrower  shall be
         conducted in accordance with all requirements of all federal, state and
         local laws,  codes,  rules and regulations to effect that no person is,
         on the ground of race,  color,  national origin,  or sex, excluded from
         participation   in,   denied  the   benefits   of,  or   subjected   to
         discrimination under any program or activity funded in whole or in part
         with the community development funds made available to Borrower.

                  d. All real property  acquired and all displacement of persons
         resulting  from the use of Loan  proceeds will be carried out under the
         provisions  of the  Uniform  Relocation  Assistance  and Real  Property
         Acquisition  Policies Act of 1970 as amended by the Uniform  Relocation
         Act Amendments of 1987 and Title IV of the Surface  Transportation  and
         Uniform  Relocation  Assistance  Act of 1987 and all  displacements  of
         persons resulting from the use of the Loan proceeds will be carried out
         in  accordance  with  the  provisions  of  the  Housing  and  Community
         Development Act of 1987 contained in the Residential  Anti-Displacement
         and Relocation Assistance Plan and certification adopted by Lender.

                  e. For HUD  funded  loans,  within  two  years of the  initial
         disbursement of Loan proceeds, and based on full-time  equivalents,  at
         least fifty-one  percent (51%) of the jobs of Borrower directly created
         or retained by use of the proceeds of the Loan shall be held by or made
         available to low and moderate  income persons.  For Defense  Conversion
         loans,  the  Borrower  shall  give  preference  in hiring to  displaced
         defense  workers.  At the request of Lender,  Borrower shall report and
         provide evidence,  in form acceptable to Lender, of compliance with job
         creation requirements.

                  f.  Borrower  shall deposit  unused  proceeds of the Loan in a
         federally  insured deposit  account.  Borrower is prohibited from using
         Loan proceeds to invest in interest bearing  accounts,  certificates of
         deposit,  or other  investment  vehicles  unrelated  to use of funds as
         stated in Section 6.1, Use of Proceeds.
                                ---------------

                  g. No  proceeds  of the Loan will be paid,  by or on behalf of
         the Borrower,  to any person for influencing or attempting to influence
         an officer or  employee  of any  federal or state  agency,  a member of
         Congress or a state legislature,  or an officer or employee of Congress
         or a state legislature,  in connection with the awarding of any federal
         or state contract, the making of any federal or state grant, the making
         of any federal or state loan, or the extension, continuation,  renewal,
         amendment,  or modification  of any federal or state  contract,  grant,
         loan or cooperative  agreement.  If any of the  Borrower's  funds other
         than  proceeds  of the Loan are paid or will be paid to any  person for
         influencing  or  attempting  to influence an officer or employee of any
         federal or state agency,  a member of Congress or a state  legislature,
         or an  officer or  employee  of  Congress  or a state  legislature,  in
         connection  with the Loan,  Borrower will complete and submit  Standard
         Form-111,  "Disclosure Form to Report Lobbying," in accordance with its
         instructions.


                                       18
<PAGE>

                  h. Borrower  shall not relocate its business from the State of
         Utah or other  "approved area" as established for the loan program from
         which the Loan is funded, in whole or in part.

                  i.  Borrower  shall not use the Loan to relocate jobs from its
         present business location to an area outside the "approved area."

                  j. Borrower shall comply with Title VI of the Civil Rights Act
         of 1964 (42 U.S.C. Section 2000(d) et seq.) prohibiting  discrimination
         on the  ground of race,  color and  national  origin  with  respect  to
         employment,  benefits,  and/or participation in any program or activity
         receiving financial assistance from the United States Government.

                  k. Borrower shall comply with all requirements  imposed by all
         federal and state sponsoring agencies,  including,  without limitation,
         the U.S. Department of Commerce,  Economic Development  Administration,
         Housing  and Urban  Development,  Small  Business  Administration,  and
         Lender.

         Borrower  acknowledges  that  the  representations  contained  in  this
Section 6.19 are material representations of fact upon which Lender will rely in
making the Loan and that  submission of such a  certification  is a prerequisite
for  making or  entering  into the Loan  transaction  and  imposed  by 31 U.S.C.
Section  1352,  which  provides  that any person who fails to file the  required
certification  shall be subject a civil penalty of not less than $10,000 and not
more than $100,000 for each failure.


7.       Default
         -------

         7.1      Events of Default
                  -----------------

         Time is of the essence of this Loan Agreement. The occurrence of any of
the following  events shall  constitute a default under this Loan  Agreement and
under the Loan Documents and shall be termed an "Event of Default":

                  a.  Borrower  fails  in  the  payment  or  performance  of any
         obligation,  covenant,  agreement,  or liability  created by any of the
         Loan Documents.

                  b. Any representation,  warranty,  or financial statement made
         by or on  behalf  of  Borrower  in any of the  Loan  Documents,  or any
         document  contemplated  by the Loan Documents,  is materially  false or
         materially misleading.

                  c. Default occurs or Borrower fails to comply with any term in
         any of the Loan Documents.

                  d. Any  indebtedness  of Borrower  under any note,  indenture,
         contract, agreement, or undertaking is accelerated.


                                       19
<PAGE>

                  e. Default or an event which,  with the passage of time or the
         giving of notice or both,  would  constitute  a default,  by  Borrower,
         occurs on any note, indenture, contract, agreement, or undertaking.

                  f.  Borrower is dissolved  or  substantially  ceases  business
         operations.

                  g. A receiver, trustee, or custodian is appointed for any part
         of Borrower's property,  or any part of Borrower's property is assigned
         for the benefit of creditors.

                  h. Any  proceeding  is commenced  or petition  filed under any
         bankruptcy or insolvency law by or against Borrower.

                  i. Any judgment or regulatory fine is entered against Borrower
         which may materially affect Borrower.

                  j.  Borrower  becomes  insolvent  or fails to pay its debts as
         they mature.

         7.2      No Waiver of Event of Default
                  -----------------------------

         No course of dealing or delay or failure to assert any Event of Default
shall constitute a waiver of that Event of Default or of any prior or subsequent
Event of Default.

8.       Remedies
         --------

         8.1      Remedies upon Event of Default
                  ------------------------------

         The  Borrower  has the  right to cure an Event of  Default  caused by a
missed  payment  within ten (10) days after the due date of any payment  without
such event otherwise constituting a default. For any other Event of Default, the
Borrower has the  opportunity  to cure such  default  within ten (10) days after
written notice to the Borrower of such Event of Default. Upon failure to cure an
Event of Default within the time frame that has been stipulated, and at any time
thereafter,  all or any  portion  of the  obligations  due or to become due from
Borrower to Lender,  whether arising under this Loan  Agreement,  the Promissory
Note, the Security  Documents or otherwise,  at the option of Lender and without
notice to Borrower of the exercise of such option,  shall  accelerate and become
at once due and payable in full,  and Lender  shall have all rights and remedies
created by or arising from the Loan Documents, and all other rights and remedies
existing at law, in equity, or by statute.

         8.2      Rights and Remedies Cumulative
                  ------------------------------

         The  rights  and  remedies  herein  conferred  are  cumulative  and not
exclusive  of any other  rights or  remedies  and shall be in  addition to every
other  right,  power,  and remedy  that  Lender may have,  whether  specifically
granted herein or hereafter  existing at law, in equity, or by statute.  Any and
all such rights and remedies may be exercised from time to time and as often and
in such order as Lender may deem expedient.


                                       20
<PAGE>

         8.3      No Waiver of Rights
                  -------------------

         No delay or omission  in the  exercise  or  pursuance  by Lender of any
right,  power, or remedy shall impair any such right,  power, or remedy or shall
be construed to be a waiver thereof.

9.       General Provisions
         ------------------

         9.1      Governing Agreement
                  -------------------

         In the event of conflict or  inconsistency  between this Loan Agreement
and the  other  Loan  Documents,  excluding  the  Promissory  Note,  the  terms,
provisions and intent of this Loan Agreement shall govern.

         9.2      Borrower's Obligations Cumulative
                  ---------------------------------

         Every obligation,  covenant, condition, provision, warranty, agreement,
liability,  and undertaking of Borrower contained in the Loan Documents shall be
deemed  cumulative  and not in  derogation or  substitution  of any of the other
obligations,   covenants,  conditions,   provisions,   warranties,   agreements,
liabilities, or undertakings of Borrower contained herein or therein.

         9.3      Payment of Expenses and Attorney's Fees
                  ---------------------------------------

         Borrower  shall pay all reasonable  expenses of Lender  relating to the
negotiation,   drafting   of   documents,   documentation   of  the  Loan,   and
administration and supervision of the Loan, including, without limitation, title
insurance,  recording fees, filing fees, and reasonable attorneys fees and legal
expenses,  whether  incurred  in  making  the  Loan,  in  future  amendments  or
modifications  to  the  Loan  Documents,   or  in  ongoing   administration  and
supervision of the Loan.

         Upon  occurrence  of an Event of  Default,  Borrower  agrees to pay all
costs and  expenses,  including  reasonable  attorney  fees and legal  expenses,
incurred by Lender in enforcing,  or  exercising  any remedies  under,  the Loan
Documents, and any other rights and remedies.

         Borrower agrees to pay all expenses, including reasonable attorney fees
and legal expenses, incurred by Lender in any bankruptcy proceedings of any type
involving  Borrower,  any  guarantor,  the Loan  Documents,  or the  Collateral,
including,  without  limitation,  expenses  incurred in modifying or lifting the
automatic  stay,  determining  adequate  protection,  use of cash  collateral or
relating to any plan of reorganization.

         9.4      Right to Perform for Borrower
                  -----------------------------


                                       21
<PAGE>

         Lender may, in its sole discretion and without any duty to do so, elect
to discharge taxes, tax liens, security interests, or any other encumbrance upon
the  Collateral or any other  property or asset of Borrower,  to pay any filing,
recording,  or other  charges  payable  by  Borrower,  or to  perform  any other
obligation  of  Borrower  under  this  Loan  Agreement  or  under  the  Security
Documents.

         9.5      Assignability
                  -------------

         Borrower may not assign or transfer any of the Loan  Documents  and any
such purported assignment or transfer is void. Lender may assign or transfer any
of the Loan Documents.

         9.6      Third Party Beneficiaries
                  -------------------------

         The Loan  Documents  are made for the  sole and  exclusive  benefit  of
Borrower,  Lender and any  guarantor  and are not  intended to benefit any other
third  party.  No third  party may claim any right or benefit or seek to enforce
any term or provision of the Loan Documents.

         9.7      Governing Law
                  -------------

         The Loan  Documents  shall be governed by and  construed in  accordance
with the laws of the State of Utah,  except to the extent that any such document
expressly provides otherwise.

         9.8      Severability of Invalid Provisions
                  ----------------------------------

         Any   provision  of  this  Loan   Agreement   which  is  prohibited  or
unenforceable  in any  jurisdiction  shall,  as to such  jurisdiction  only,  be
ineffective only to the extent of such prohibition or  unenforceability  without
invalidating  the  remaining   provisions  hereof  or  thereof,   and  any  such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         9.9      Interpretation of Loan Agreement
                  --------------------------------

         The article and section  headings in this Loan  Agreement  are inserted
for convenience  only and shall not be considered part of the Loan Agreement nor
be used in its interpretation.

         All  references in this Loan  Agreement to the singular shall be deemed
to include the plural when the context so requires,  and vice versa.  References
in the collective or conjunctive  shall also include the disjunctive  unless the
context otherwise clearly requires a different interpretation.

         9.10     Survival and Binding  Effect of  Representations,  Warranties,
                  --------------------------------------------------------------
                  and Covenants
                  -------------

         All agreements, representations,  warranties, and covenants made herein
by Borrower  shall survive the execution and delivery of this Loan Agreement and
shall  continue in effect so long as any  obligation to Lender  contemplated  by
this Loan Agreement is outstanding and unpaid,  notwithstanding  any termination

                                       22
<PAGE>

of  this  Loan  Agreement.  All  agreements,  representations,  warranties,  and
covenants  made herein by Borrower  shall  survive  any  bankruptcy  proceedings
involving Borrower. All agreements,  representations,  warranties, and covenants
in this Loan Agreement shall bind the party making the same, its successors and,
in Lender's  case,  assigns,  and all rights and remedies in this Loan Agreement
shall  inure to the benefit of and be  enforceable  by each party for whom made,
their respective successors and, in Lender's case, assigns.

         9.11     Indemnification
                  ---------------

         Borrower shall indemnify Lender for any and all claims and liabilities,
and for  damages  which  may be  awarded  or  incurred  by  Lender,  and for all
reasonable  attorney fees,  legal  expenses,  and other  out-of-pocket  expenses
incurred in defending such claims,  arising from or related in any manner to the
negotiation,  execution,  or performance by Lender of any of the Loan Documents,
but  excluding  any such claims  based upon breach or default by Lender or gross
negligence or willful misconduct of Lender.

         Lender shall have the sole and  complete  control of the defense of any
such claims.  Lender is hereby authorized to settle or otherwise  compromise any
such claims as Lender in good faith determines shall be in its best interests.

         9.12     Environmental Indemnification
                  -----------------------------

         Borrower shall indemnify Lender for any and all claims and liabilities,
and for  damages  which  may be  awarded  or  incurred  by  Lender,  and for all
reasonable  attorney fees,  legal  expenses,  and other  out-of-pocket  expenses
arising from or related in any manner, directly or indirectly,  to (i) Hazardous
Materials  located on, in, or under the Real  Property;  (ii) any  Environmental
Condition  on,  in,  or  under  the  Real  Property;   (iii)   violation  of  or
non-compliance with any Environmental  Health and Safety Law; (iv) any breach or
violation of Section 5.9  Environmental  Representations  and Warranties  and/or
Section  6.12  Environmental  Covenants;  and/or (v) any  activity or  omission,
whether  occurring on or off the Real  Property,  whether prior to or during the
term of the loans secured hereby, and whether by Borrower or any other person or
entity,  relating to Hazardous  Materials  or an  Environmental  Condition.  The
indemnification  obligations  of Borrower  under this Section  shall survive any
reconveyance, release, or foreclosure of the Real Property, any transfer in lieu
of foreclosure, and satisfaction of the obligations secured hereby.

         Lender shall have the sole and  complete  control of the defense of any
such claims.  Lender is hereby authorized to settle or otherwise  compromise any
such claims as Lender in good faith determines shall be in its best interests.

         9.13     Interest on Expenses and Indemnification, Collateral, Order of
                  --------------------------------------------------------------
                  Application
                  -----------

         All expenses,  out-of-pocket costs,  attorneys fees and legal expenses,
amounts advanced in performance of obligations of Borrower,  and indemnification
amounts  owing by Borrower to Lender  under or pursuant to this Loan  Agreement,


                                       23
<PAGE>

the Promissory Note, and/or any Security Documents shall be due and payable upon
demand. If not paid upon demand, all such obligations shall bear interest at the
default rate provided in the Promissory Note from the date of disbursement until
paid to Lender, both before and after judgment. Lender is authorized to disburse
funds under the Promissory Note for payment of all such obligations.

         Payment of all such obligations  shall be secured by the Collateral and
by the Security Documents.

         All  payments  and  recoveries  shall  be  applied  to  payment  of the
foregoing  obligations,  the  Promissory  Note,  and all other  amounts owing to
Lender by Borrower in such order and priority as  determined  by Lender.  Unless
provided otherwise in the Promissory Note, payments on the Promissory Note shall
be applied first to accrued interest and the remainder, if any, to principal.

         9.14     Limitation of Consequential Damages
                  -----------------------------------

         Lender and its officers, directors, employees, representatives, agents,
and   attorneys,   shall  not  be  liable  to  Borrower  or  any  guarantor  for
consequential damages arising from or relating to any breach of contract,  tort,
or other wrong in connection with the negotiation, documentation, administration
or collection of the Loan.

         9.15     Revival Clause
                  --------------

         If the incurring of any debt by Borrower or the payment of any money or
transfer of  property  to Lender by or on behalf of  Borrower  or any  guarantor
should for any reason subsequently be determined to be "voidable" or "avoidable"
in whole or in part within the meaning of any state or federal law (collectively
"voidable transfers"),  including, without limitation, fraudulent conveyances or
preferential  transfers  under the United  States  Bankruptcy  Code or any other
federal or state law,  and Lender is required  to repay or restore any  voidable
transfers or the amount or any portion  thereof,  or upon the advice of Lender's
counsel is advised to do so, then,  as to any such amount or property  repaid or
restored, including all reasonable costs, expenses, and attorneys fees of Lender
related thereto, the liability of Borrower and any guarantor,  and each of them,
shall  automatically  be revived,  reinstated  and  restored  and shall exist as
though the voidable transfers had never been made.

         9.16     Consent to Utah  Jurisdiction  and Exclusive  Jurisdiction  of
                  --------------------------------------------------------------
                  Utah Courts
                  -----------

         Borrower  acknowledges  that by  execution  and  delivery  of the  Loan
Documents  Borrower  has  transacted  business in the State of Utah and Borrower
voluntarily  submits to, consents to, and waives any defense to the jurisdiction
of courts located in the State of Utah as to all matters  relating to or arising
from the Loan Documents and/or the transactions  contemplated thereby. EXCEPT AS
EXPRESSLY  AGREED IN WRITING BY LENDER,  THE STATE AND FEDERAL COURTS LOCATED IN
THE STATE OF UTAH  SHALL  HAVE SOLE AND  EXCLUSIVE  JURISDICTION  OF ANY AND ALL
CLAIMS,  DISPUTES,  AND  CONTROVERSIES,  ARISING  UNDER OR  RELATING TO THE LOAN


                                       24
<PAGE>

DOCUMENTS AND/OR THE TRANSACTIONS CONTEMPLATED THEREBY. NO LAWSUIT,  PROCEEDING,
OR ANY OTHER ACTION  RELATING TO OR ARISING UNDER THE LOAN DOCUMENTS  AND/OR THE
TRANSACTIONS  CONTEMPLATED  THEREBY MAY BE COMMENCED OR  PROSECUTED IN ANY OTHER
FORUM EXCEPT AS EXPRESSLY AGREED IN WRITING BY LENDER.

         BORROWER HEREBY  IRREVOCABLY  WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION,  PROCEEDING,  CLAIM OR COUNTERCLAIM,  WHETHER IN CONTRACT OR IN TORT, AT
LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THE LOAN DOCUMENTS.

         Borrower  stipulates  and  agrees to venue of any legal  action in Salt
Lake County, Utah.

         9.17     Joint and Several Liability
                  ---------------------------

         Each Borrower (if more than one) and all guarantors, if any, shall each
be jointly and severally  liable for all  obligations  and  liabilities  arising
under the Loan Documents.

         9.18     Notices
                  -------

         All  notices  or  demands  by any party to this Loan  Agreement  shall,
except as otherwise  provided herein, be in writing and may be sent by certified
mail, return receipt requested.  Notices so mailed shall be deemed received when
deposited  in a  United  States  post  office  box,  postage  prepaid,  properly
addressed  to Borrower or Lender at the mailing  addresses  stated  herein or to
such other  addresses  as  Borrower  or Lender may from time to time  specify in
writing.  Any notice so addressed and otherwise  delivered shall be deemed to be
given when actually received by the addressee.

         Mailing addresses:

         Lender:
                  UTFC Financing Solutions, LLC.
                  177 East 100 South
                  Salt Lake City, Utah  84111
                  Attention:  Shane Knighton

         Borrower:

                  Q Comm International, Inc.
                  1145 South 1680 West
                  Orem, Utah 84058
                  Attention:  Paul Hickey



                                       25
<PAGE>



         9.19     Duplicate Originals
                  -------------------

         Two or more duplicate  originals of the Loan Documents may be signed by
the  parties,  each  duplicate  of which shall be an  original  but all of which
together shall constitute one and the same instrument.

         9.20     Disclosure of Financial and Other Information
                  ---------------------------------------------

         Borrower  hereby  consents to Lender  disclosing to any other party who
may  participate  in the  Loan  or  provide  funding  for the  Loan  any and all
information,  knowledge,  reports, and records,  including,  without limitation,
financial  statements,  relating in any manner  whatsoever to the Loan, the Loan
Documents, and Borrower.

         9.21     Integrated Agreement and Subsequent Amendment
                  ---------------------------------------------

         The Loan Documents  constitute  the entire  agreement  between  Lender,
Borrower and any guarantors, and may not be altered or amended except by written
agreement signed by Lender, Borrower, and, if applicable, any guarantors.

         All   prior   and   contemporaneous   agreements,    arrangements   and
understandings  between the parties  hereto as to the subject matter hereof are,
except as otherwise expressly provided herein, rescinded.

         Effective Date: November 27, 2001


Lender:                                     Borrower:

UTFC Financing Solutions, LLC               Q Comm International, Inc.

                                              /s/ Paul Hickey
By:  GKS Financial, LLC                    -------------------------------------
Its:  Manager                                        Paul Hickey, CEO


/s/ Damon Kirchmeier
----------------------------------
By:  Damon Kirchmeier
Its:   Managing Member






                                       26