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                           LOAN AND SECURITY AGREEMENT
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This  LOAN  AND  SECURITY   AGREEMENT   dated  as  of  October  31,  2001  (this
"Agreement"),  is  executed by and between Q COMM  INTERNATIONAL,  INC.,  a Utah
corporation,  and Q COMM, INC., a Utah corporation (collectively "Q Comm"), both
of whose address is 1145 South 1680 West, Orem, Utah 84058, and AMERICAN PAYMENT
SYSTEMS,  INC., a Connecticut  corporation ("APS"),  whose address is One Hamden
Center, 2319 Whitney Avenue, Hamden, Connecticut 06518.

In consideration of the mutual agreements  hereinafter set forth, Q Comm and APS
hereby agree as follows:

1.   DEFINITIONS.
     -----------

     1.1  DEFINED TERMS.
          --------------

          For the purposes of this Agreement,  the following  capitalized  words
     and phrases shall have the meanings set forth below.


"Adjusted Prime Rate" shall mean the Prime Rate plus 3% per annum.

"Bankruptcy  Code" shall mean the United States Bankruptcy Code, as now existing
or hereafter amended.

"Collateral" shall have the meaning set forth in Section 5.1 hereof.

"Default  Rate"  shall mean a per annum rate of interest  equal to the  Adjusted
Prime Rate plus 3% per annum.

"Employee  Plan" includes any pension,  stock bonus,  employee  stock  ownership
plan,  retirement,  disability,  medical,  dental  or other  health  plan,  life
insurance or other death benefit plan,  profit sharing,  deferred  compensation,
stock option,  bonus or other incentive plan,  vacation benefit plan,  severance
plan  or  other  employee  benefit  plan  or  arrangement,   including,  without
limitation,  those  pension,  profit-sharing  and  retirement  plans  of Q  Comm
described  from  time to  time in the  financial  statements  of Q Comm  and any
pension plan,  welfare plan, Defined Benefit Pension Plans (as defined in ERISA)
or any multi-employer  plan,  maintained or administered by Q Comm or to which Q
Comm is a party or may have any liability or by which Q Comm is bound.

"Environmental  Claim"  shall  mean any  investigation,  proceeding,  complaint,
order, directive, claim, citation or notice by any governmental authority or any
other Person with respect to (i) any  non-compliance  with, or violation of, the
requirements  of any  Environmental  Law, (ii) the release,  spill or discharge,
threatened or actual,  of any Hazardous  Material,  (iii) the  generation,  use,
storage,  treatment,   transportation,   manufacture,  handling,  production  or
disposal of any Hazardous Material,  or (iv) any other environmental,  health or
safety matter, which affects Q Comm or its business, operations or assets or any
properties at which Q Comm has transported,  stored or disposed of any Hazardous
Materials.

"Environmental Laws" shall mean all federal, state, district,  local and foreign
laws, rules,  regulations,  ordinances,  and consent decrees relating to health,
safety, hazardous substances, pollution and environmental matters, as now or at

<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

any time  hereafter in effect,  applicable  to Q Comm's  business or  facilities
owned or operated by Q Comm,  including laws relating to emissions,  discharges,
releases or threatened  releases of  pollutants,  contamination,  chemicals,  or
hazardous, toxic or dangerous substances, materials or wastes in the environment
(including,  without  limitation,  ambient air,  surface water,  land surface or
subsurface  strata)  or  otherwise  relating  to  the  generation,  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of Hazardous Materials.

"ERISA"  shall mean the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time.

"Event of  Default"  shall  mean any of the  events or  conditions  set forth in
Section 11 hereof.

"First Loan" shall have the meaning set forth in Section 2.1 hereof.

"Forbearance Period" shall have the meaning set forth in Section 10 hereof.

"GAAP" shall mean generally accepted  accounting  principles as in effect in the
United States,  using the accrual basis of accounting and  consistently  applied
with prior  periods,  provided,  however,  that GAAP with respect to any interim
financial  statements  or  reports  shall be deemed  subject  to fiscal  yearend
adjustments and footnotes made in accordance with GAAP.

"Hazardous  Materials" shall mean any hazardous,  toxic or dangerous  substance,
materials and wastes,  including,  without limitation,  hydrocarbons  (including
naturally   occurring  or  man-made  petroleum  and   hydrocarbons),   flammable
explosives,  asbestos,  urea  formaldehyde  insulation,  radioactive  materials,
biological substances, polychlorinated biphenyls, pesticides, herbicides and any
other  kind  and/or  type of  pollutants  or  contaminants  (including,  without
limitation,  materials which include hazardous  constituents),  sewage,  sludge,
industrial  slag,  solvents  and/or any other similar  substances,  materials or
wastes  that are or become  regulated  under any  Environmental  Law  (including
without  limitation,  any that are or become  classified  as  hazardous or toxic
under any Environmental Law)

"Holdback" shall have the meaning set forth in Section 2.2 hereof.

"Indemnified Party" and "Indemnified Parties" shall mean, respectively,  each of
APS and any parent corporations, affiliated corporations or subsidiaries of APS,
and each of their  respective  officers,  directors,  employees,  attorneys  and
agents, and all of such parties and entities.

"Intellectual  Property" shall mean all of Q Comm's intellectual property rights
of any type or nature, whether or not registered,  including but not limited to:
(i) all common law, unregistered and registered (as applicable) and now existing
or subsequently arising trademarks,  copyrights,  trade names and Patents;  (ii)
all  applications  for  registration  and  registrations  for  such  trademarks,
tradenames,  names,  copyrights and Patents;  (iii) all goodwill of the business
symbolized by such trademarks,  tradenames,  names, copyrights and Patents; (iv)
all rights to sue,  recover and retain  damages for past  infringements  of said
trademarks,  tradenames,  names, Patents or copyrights; (v) all registrations of
such  trademarks,   Patents,   tradenames,   names  and  copyrights;   (vi)  all
applications for reissues of such Patents; (vii) all requests for re-examination
of such Patents; (viii) all foreign counterpart Patents and applications related
to foreign counterparts of such Patents, (ix) all derivative works predicated on
any such Patents and copyrights;  (x) all Software,  computer programs and other
computer software; (xi) all inventions,  know-how,  designs, trade secrets, good
will,  proprietary  rights  and  technology;   and  (xii)  tool  kits,  modules,
modifications and derivative works. The term "Intellectual Property" is intended


                                                                    Page 2 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

to include intellectual  property of any type or nature which Q Comm uses, owns,
has applied  for, is  developing,  is  licensed  to use, is  franchised  to use,
services or which otherwise constitutes a part of the business of Q Comm.

"Key Bank Lien" shall mean the Lien of Key Bank National  Association  against Q
Comm's  Accounts,  as  evidenced by a financing  statement  filed June 20, 1997,
against Teleconnect, a predecessor to Q Comm, as debtor.

"Lien" shall mean any mortgage, pledge, hypothecation,  judgment lien or similar
legal  process,  title  retention  lien,  or other  lien or  security  interest,
including,  without  limitation,  the interest of a vendor under any conditional
sale or other title  retention  agreement  and the  interest of a lessor under a
lease of any interest in any kind of property or asset,  whether real,  personal
or mixed, or tangible or intangible, by such Person as lessee that is, or should
be, a Capital Lease on the balance  sheet of Q Comm prepared in accordance  with
GAAP.

"Loans"  shall mean,  collectively,  all Loans made by APS to Q Comm,  under and
pursuant to this Agreement, as set forth in Section 2.1 of this Agreement.

"Loan Documents" shall have the meaning set forth in Section 3.1.

"Material  Adverse Effect" shall mean a material  adverse effect on the business
or financial condition of Q Comm.

"Maturity Date" shall mean the first to occur of (i) the Transaction Closing, or
(ii)  June  1,  2002,  unless  extended  by APS  pursuant  to any  modification,
extension or renewal  promissory  note executed by Q Comm and accepted by APS in
its sole and absolute discretion in substitution for the Note.

"Note" shall mean the Note evidencing the Loans as set forth in Section 2.3.

"Obligations"  shall mean the Loans,  as  evidenced  by the Note,  all  interest
accrued thereon,  any expenses  incurred by APS hereunder which are reimbursable
to APS pursuant to this Agreement.

"Patent"  shall  mean  each of the  following  in  which  Q Comm  now  holds  or
subsequently acquires any interest:  (i) all letters patent issued by the United
States  Patent  Office  or  any  other  governmental  authority,  including  all
registrations and recordings  thereof;  (ii) all applications for letters patent
of the United States or any other  governmental  authority;  (iii) all reissues,
continuations,   continuations  in  part,  extensions  or  foreign  counterparts
thereof;  and  (iv)  all  applications  for any  such  reissues,  continuations,
continuations in part, extensions or foreign counterparts.

"Patent Security Agreement" shall mean the Patent Security Agreement,  a form of
which is attached hereto as Exhibit "B".

"Permits" shall have the meaning set forth in Section 6.12.

"Person" shall mean any  individual,  partnership,  limited  liability  company,
corporation,   trust,   joint  venture,   joint  stock   company,   association,
unincorporated  organization,  government  or  agency or  political  subdivision
thereof, or other entity.

"Prime  Rate" shall mean the  floating  per annum rate of interest  which at any
time, and from time to time, shall be most recently announced by The Wall Street
Journal as the Prime Rate.  The  effective  date of any change in the Prime Rate
shall for purposes hereof be the date the Prime Rate is first reported as


                                                                    Page 3 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

changed by The Wall Street Journal. APS shall not be obligated to give notice of
any change in the Prime Rate.

"Second Loan" shall have the meaning set forth in Section 2.1 hereof.

"Third Loan" shall have the meaning set forth in Section 2.1 hereof.

"Transaction  Agreement"  means the  Agreement  dated October 18, 2001 between Q
Comm and APS.

"Transaction  Closing" shall mean the date on which the transaction  pursuant to
which  APS  is   acquiring   11,400,000   shares  of  common  stock  of  Q  Comm
International, Inc. is closed.

"UCC" shall mean the Uniform  Commercial Code in effect in Connecticut from time
to time.

"UEI Agreement" shall have the meaning set forth in Section 6.6.

     1.2  OTHER TERMS DEFINED IN UCC.
          ---------------------------

               All other  capitalized  words and  phrases  used  herein  and not
          otherwise  specifically  defined  shall have the  respective  meanings
          assigned  to such terms in the UCC, as amended  from time to time,  to
          the extent the same are used or defined therein.

     1.3  OTHER DEFINITIONAL PROVISIONS; CONSTRUCTION.
          --------------------------------------------

               Whenever the context so requires,  the neuter gender includes the
          masculine and feminine,  the single  number  includes the plural,  and
          vice versa, and in particular the word "Q Comm" shall be so construed.
          The words  "hereof",  "herein"  and  "hereunder"  and words of similar
          import when used in this Agreement  shall refer to this Agreement as a
          whole  and not to any  particular  provision  of this  Agreement,  and
          references to Article, Section,  Subsection,  Annex, Schedule, Exhibit
          and like references are references to this Agreement  unless otherwise
          specified.  An Event of Default shall  "continue"  or be  "continuing"
          until  such Event of Default  has been  waived or cured in  accordance
          with this  Agreement.  References in this Agreement to any party shall
          include such party's successors and permitted  assigns.  References to
          any "Section"  shall be a reference to such Section of this  Agreement
          unless  otherwise  stated.  To the extent any of the provisions of the
          other  Loan  Documents  are  inconsistent   with  the  terms  of  this
          Agreement,  the provisions of this Agreement shall govern. If there is
          any conflict  between the  provisions  of this  Agreement and those of
          Section  10 of the  Transaction  Agreement,  the  provisions  of  this
          Agreement shall control.

2.   COMMITMENT OF APS.
     ------------------

     2.1  LOANS.
          ------

          (a)  Funding of Loans.

               Subject to the terms and  conditions  of this  Agreement,  and in
          reliance upon the  representations  and warranties of Q Comm set forth
          herein and in the other Loan Documents, APS agrees to make advances to
          Q Comm as follows (each such advance constituting a "Loan"):

                                                                    Page 4 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

               (i)  $200,000 less the Holdback (described in Section 2.2), on
                    October 31, 2001 (the "First Loan");

               (ii) $200,000 on December 1, 2001 (the "Second Loan"); and

               (iii) $200,000 on January 11, 2002 (the "Third Loan").

               The  Loans  shall be used by Q Comm for the  purpose  of  working
          capital.

          (b)  Loan Interest and Payments.

               The principal  amount of the Loans  outstanding from time to time
          shall bear  interest at the  Adjusted  Prime Rate.  Accrued and unpaid
          interest on the unpaid principal balance of all Loans outstanding from
          time to time shall be due and payable on the Maturity Date.

          (c)  Loan Principal Repayments.

               (i)  Mandatory Principal Prepayments.
                    --------------------------------

                    All  Loans  hereunder  shall  be  repaid  by Q  Comm  on the
               Maturity Date,  unless payable sooner  pursuant to the provisions
               of this Agreement.

               (ii) Optional Prepayments.
                    ---------------------

                    Q Comm may from time to time  prepay the Loans,  in whole or
               in part, without any prepayment penalty whatsoever  provided that
               any prepayment of the entire principal balance of the Loans shall
               include  accrued  interest  on  such  Loans  to the  date of such
               prepayment and payment in full of all other  Obligations then due
               and payable.

     2.2  HOLDBACK.
          ---------

          APS shall withhold the sum of $10,000 (the  "Holdback") from the First
     Loan.  APS shall pay from the Holdback  reasonable  expenses  incurred by Q
     Comm and APS and  their  representatives  in  connection  with  the  patent
     prosecution  pursuant to Section  8.12.  APS shall make such  payments upon
     submission of proper  documentation.  APS shall not be required to make any
     such payments more often than weekly.  In the event that any portion of the
     Holdback  remains  as of the  disbursement  date of the  Second  Loan,  the
     remaining Holdback amount shall be disbursed to Q Comm as of such date. All
     work done by Q Comm, APS and their  representatives in connection with such
     patent prosecution shall be the property of Q Comm, subject to the security
     interest of APS.

     2.3  INTEREST COMPUTATION.
          ---------------------

          Except as  otherwise  set forth  herein all interest and fees shall be
     calculated on the basis of a year  consisting of 360 days and shall be paid
     for the actual  number of days  elapsed.  Principal  payments  submitted in
     funds not  immediately  available  shall  continue to bear  interest  until
     collected.

     2.4  NOTE EVIDENCING LOANS.
          ----------------------

          The Loans shall be evidenced  by a single  promissory  note  (together
     with any and all renewal,  extension,  modification  or  replacement  notes
     executed by Q Comm and delivered to APS and given in substitution therefor,
     the "Note") in the form of Exhibit "A" attached hereto,  duly executed by Q
     Comm and payable to the order of APS.

                                                                    Page 5 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

3.   CONDITIONS OF FIRST LOAN.
     -------------------------

     Notwithstanding  any other  provision of this  Agreement,  APS shall not be
required  to disburse or make all or any portion of the First Loan if any of the
following conditions shall have occurred.

     3.1  LOAN DOCUMENTS.
          ---------------

          Q Comm shall  have  failed to  execute  and  deliver to APS any of the
     following Loan Documents (collectively, the "Loan Documents"), all of which
     must be  satisfactory  to APS and  APS's  counsel  in form,  substance  and
     execution:

          (a)  Loan Agreement.

               This Agreement duly executed by Q Comm.

          (b)  Note.

               A Note duly executed by Q Comm,  in the form  attached  hereto as
          Exhibit "A".

          (c)  Patent Security Agreement.

               A Patent Security  Agreement  required by APS to be executed by Q
          Comm, in the form attached hereto as Exhibit "B".

          (d)  Pledge Agreement.

               A Pledge Agreement executed by Paul Hickey ("Hickey") pursuant to
          which  Hickey  will  pledge   500,000   shares  of  stock  in  Q  Comm
          International, Inc. to secure the Loan, in the form attached hereto as
          Exhibit "D".

          (e)  Resolutions.

               Resolutions of the boards of directors of Q Comm  authorizing the
          execution of this Agreement and the Loan Documents.

          (f)  Additional Documents.

               Such other certificates,  financial  statements,  schedules,  and
          other  documents  which are provided for  hereunder or which APS shall
          reasonably require.

     3.2  PATENT FILING.
          --------------

          Q Comm shall have failed to file a patent  application with respect to
     the Q Xpress II point of sale activation system ("Q Xpress System").

     3.3  REPRESENTATIONS AND WARRANTIES.
          -------------------------------

          Any  representation  or warranty of Q Comm contained  herein or in any
     Loan Document shall be untrue or incorrect as of the date of the First Loan
     as though made on such date,  except to the extent such  representation  or
     warranty expressly relates to an earlier date.

     3.4  AGREEMENT WITH CELLCARDS OF ILLINOIS, LLC.
          ------------------------------------------

          Q  Comm,   Inc.  is  in  material   compliance  with  its  contractual
     obligations to CellCards of Illinois,  LLC ("CellCards")  pursuant to the Q
     Comm Services Agreement ("Services Agreement") dated June 29, 2000 by and


                                                                    Page 6 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

     between Q Comm, Inc. and CellCards, other than as a result of the breach of
     LDC Direct Limited Company of its agreements  with Q Comm,  provided Q Comm
     has used all commercially  reasonable  efforts to fulfil its obligations to
     CellCards.  Neither APS nor Q Comm has  knowledge of any  material  default
     under the Services Agreement as of the date hereof.

4.   CONDITIONS OF SECOND LOAN AND THIRD LOAN.
     -----------------------------------------

     Notwithstanding  any other  provision of this  Agreement,  APS shall not be
required  to make all or any portion of the Second Loan or the Third Loan if any
of the following conditions shall have occurred.

     4.1  EVENT OF DEFAULT.
          -----------------

          Any Event of  Default,  or any event  which,  with  notice or lapse of
     time, or both would constitute an Event of Default, shall have occurred and
     be continuing; provided, however, if an event occurs which would constitute
     an Event of Default  and Q Comm cures such  default  within any  applicable
     time  period or APS  waives  such  default,  APS shall make the Loan upon Q
     Comm's curing of such default or APS' waiver.

     4.2  LITIGATION.
          -----------

          Any litigation or governmental  proceeding  shall have been instituted
     against Q Comm, which in the discretion of APS, reasonably exercised, has a
     Material Adverse Effect.

     4.3  REPRESENTATIONS AND WARRANTIES.
          -------------------------------

          Any  representation  or warranty of Q Comm contained  herein or in any
     Loan  Document  shall be untrue or  incorrect as of the date of any Loan as
     though  made on such date,  except to the  extent  such  representation  or
     warranty expressly relates to an earlier date.

     4.4  AGREEMENT WITH CELLCARDS OF ILLINOIS, LLC.
          ------------------------------------------

          Q  Comm,   Inc.  is  in  material   compliance  with  its  contractual
     obligations to CellCards pursuant to the Services Agreement,  other than as
     a result of the breach of LDC Direct Limited Company of its agreements with
     Q Comm,  provided Q Comm has used all  commercially  reasonable  efforts to
     fulfil its obligations to CellCards.

     4.5  DUE DILIGENCE.
          --------------

          With  respect  to  the  Second  Loan,  APS  is  not  satisfied  in its
     reasonable  discretion  with its due diligence  investigation  of Q Comm as
     provided in the Transaction Agreement.

     4.6  BETA TESTING.
          -------------

          With  respect  to the Third  Loan,  the Beta  Testing  of the Q Xpress
     System,  pursuant to Q Comm's Beta plan, is not  successfully  completed in
     the reasonable determination of APS.

     4.7  TERMINATION OF TRANSACTION AGREEMENT.
          -------------------------------------

          The Transaction Agreement is terminated.

                                                                    Page 7 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

     4.8  CHANGES IN KEY MANAGEMENT.
          --------------------------

          Stephen C. Flaherty shall no longer be President of Q Comm.

5.   SECURITY FOR THE OBLIGATIONS.
     -----------------------------

     5.1  SECURITY FOR OBLIGATIONS.
          -------------------------

          As  security  for the payment of the  Obligations,  Q Comm does hereby
     grant to APS a security interest in and to the following:

               (i)  All of Q Comm's Accounts; and

               (ii) All Intellectual Property;

          (all  of  which  property,   along  with  the  products  and  proceeds
     therefrom,   are  individually   and   collectively   referred  to  as  the
     "Collateral").

     5.2  FINANCING STATEMENTS.
          ---------------------

          Q Comm shall, at APS's reasonable  request,  at any time and from time
     to time, execute and deliver to APS such financing  statements,  amendments
     and other  documents  and do such acts as APS deems  necessary  in order to
     perfect and maintain first security interests in the Collateral in favor of
     APS,  free and clear of all Liens and claims  and  rights of third  parties
     whatsoever (except the Keybank Lien and as otherwise specifically set forth
     in this Agreement).  Q Comm hereby irrevocably  authorizes APS at any time,
     and from time to time, to file in any  jurisdiction  any initial  financing
     statements  and  amendments  thereto and such filings  acquired by the U.S.
     Patent  and  Trademark  Office to perfect  APS'  security  interest  in the
     Collateral.  Upon payment in full of the  Obligations,  APS shall  promptly
     execute  and  deliver  to Q Comm,  at Q  Comm's  expense,  all  termination
     statements and other instruments as may be necessary or proper to terminate
     APS' security interests in the Collateral, and to record the termination of
     any such security interests of any governmental body.

     5.3  OTHER ACTIONS AS TO ANY AND ALL COLLATERAL.
          -------------------------------------------

          Q Comm further agrees to use commercially  reasonable  efforts to take
     any other  action  reasonably  requested  by APS to insure the  attachment,
     perfection and first priority of, and the ability of APS to enforce,  APS's
     security interest in any and all of the Collateral,  subject to the Keybank
     Lien, including,  without limitation, (a) executing,  delivering and, where
     appropriate,  filing financing  statements and amendments  relating thereto
     under the Uniform  Commercial  Code,  to the extent,  if any, that Q Comm's
     signature thereon is required therefor,  (b) causing APS's name to be noted
     as  secured  party on any  certificate  of title for a titled  good if such
     notation is a  condition  to  attachment,  perfection  or  priority  of, or
     ability of APS to enforce, APS's security interest in such Collateral,  (c)
     complying  with any  provision of any statute,  regulation or treaty of the
     United States as to any  Collateral if compliance  with such provision is a
     condition to  attachment,  perfection  or priority of, or ability of APS to
     enforce,  APS's  security  interest  in  such  Collateral,   (d)  obtaining
     governmental  and other  third  party  consents  and  approvals,  including
     without  limitation  any consent of any  licensor,  lessor or other  Person
     obligated on Collateral,  (e) use commercially reasonable efforts to obtain
     waivers from  mortgagees  and  landlords in form and  substance  reasonably
     satisfactory  to APS,  and (f) taking all  actions  required  by the UCC in
     effect from time to time or by other law, as applicable in any relevant UCC
     jurisdiction, or by other law as applicable in any foreign jurisdiction.

                                                                    Page 8 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

6.   REPRESENTATIONS AND WARRANTIES.
     -------------------------------

     To induce APS to make the Loans, Q Comm makes the following representations
and warranties to APS, each of which shall be true and correct as of the date of
the  execution  and  delivery of this  Agreement,  except to the extent any such
representation or warranty expressly relates to an earlier date, and which shall
survive the execution and delivery of this Agreement:

     6.1  ORGANIZATION AND NAME.
          ----------------------

          Q Comm is a corporation duly organized,  existing and in good standing
     under the laws of the State of Utah, with full and adequate corporate power
     to carry on and conduct its business as presently conducted. Q Comm is duly
     licensed or  qualified in all foreign  jurisdictions  wherein the nature of
     its  activities  require  such  qualification  or  licensing,  except where
     failure to be so licensed or  qualified  would not have a Material  Adverse
     Effect.  The  exact  legal  name of Q Comm  is as set  forth  in the  first
     paragraph of this Agreement, and Q Comm currently does not conduct, nor has
     it during the last five (5) years  conducted  business under any other name
     or trade name, except that Q Comm, Inc. has conducted business,  during the
     last five (5) years,  under the following  names or  trademarks:  Teleshare
     900, Inc., Teleconnect, Inc., Four Rivers Development, Inc., QC Merco, Inc.
     and Azore Acquisition Corporation.

     6.2  AUTHORIZATION; VALIDITY.
          ------------------------

          Q Comm has  full  right,  power  and  authority  to  enter  into  this
     Agreement,  to make  the  borrowings  and  execute  and  deliver  the  Loan
     Documents  as  provided  herein  and  to  perform  all of  its  duties  and
     obligations under this Agreement and the Loan Documents.  The execution and
     delivery of this  Agreement and the Loan  Documents  will not, nor will the
     observance or performance of any of the  obligations  herein or therein set
     forth,  violate or  contravene  any  provision of law or of the articles of
     incorporation or bylaws of Q Comm. All necessary and appropriate  corporate
     action has been taken on the part of Q Comm to authorize  the execution and
     delivery of this Agreement and the Loan  Documents.  This Agreement and the
     Loan Documents are valid and binding  agreements and contracts of Q Comm in
     accordance with their respective terms.

     6.3  COMPLIANCE WITH LAWS.
          ---------------------

          The nature and transaction of Q Comm's business and operations and the
     use of its  properties  and  assets,  including,  but not  limited  to, the
     Collateral  or any real estate owned or occupied by Q Comm,  do not violate
     or conflict with any applicable law, statute,  ordinance,  rule, regulation
     or order of any kind or nature,  except  where such  violation  or conflict
     would not have a Material Adverse Effect.

     6.4  ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES.
          --------------------------------------------

          Q Comm  represents,  warrants  and agrees with APS that (i) Q Comm has
     not generated, used, stored, treated, transported,  manufactured,  handled,
     produced  or  disposed  of any  Hazardous  Materials,  on or off any of the
     premises  of Q Comm  (whether  or not  owned  by  it) in any  manner  which
     violated  any  Environmental  Law  or  any  license,  permit,  certificate,
     approval or similar authorization thereunder, (ii) the operations of Q Comm
     comply  in all  material  respects  with  all  Environmental  Laws  and all
     licenses,  permits  certificates,   approvals  and  similar  authorizations
     thereunder, (iii) there has been no investigation,  proceeding,  complaint,
     order,  directive,  claim, citation or notice by any governmental authority
     or any other Person, nor is any pending or, to the best of Q Comm's


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     knowledge,   threatened,  with  respect  to  any  non-compliance  with,  or
     violation of, the  requirements of any  Environmental  Law by Q Comm or the
     release,  spill  or  discharge,  threatened  or  actual,  of any  Hazardous
     Material  or  the  generation,  use,  storage,  treatment,  transportation,
     manufacture,  handling, production or disposal of any Hazardous Material or
     any other  environmental,  health or safety matter, which affects Q Comm or
     its business,  operations  or assets or any  properties at which Q Comm has
     transported, stored or disposed of any Hazardous Materials, (iv) Q Comm has
     no material  liability,  contingent  or  otherwise,  in  connection  with a
     release,  spill  or  discharge,  threatened  or  actual,  of any  Hazardous
     Materials  or the  generation,  use,  storage,  treatment,  transportation,
     manufacture, handling, production or disposal of any Hazardous Material.

     6.5  ABSENCE OF BREACH.
          ------------------

          The execution,  delivery and performance of this  Agreement,  the Loan
     Documents  and any  other  documents  or  instruments  to be  executed  and
     delivered by Q Comm in  connection  with the Loans:  (i) do not violate any
     provisions of law or any applicable regulation,  order, writ, injunction or
     decree of any court or governmental authority, except where such violations
     would not have a Material Adverse Effect; or (ii) do not conflict with, are
     not inconsistent  with, or do not result in any breach or default of any of
     the terms, covenants, conditions, or provisions of any indenture, mortgage,
     deed of trust, instrument,  document,  agreement or contract of any kind to
     which Q Comm is a party or by which Q Comm or any of its property or assets
     are bound,  except where such  conflict,  inconsistency,  breach or default
     would not have a Material Adverse Effect.

     6.6  TITLE.
          ------

          Q  Comm  is  the  sole  owner  of  and  has  good,   indefeasible  and
     merchantable title to the Collateral, free from any Lien of any kind, other
     than the Lien of APS, the Keybank Lien, the rights of Universal Electronics
     pursuant to a letter  agreement  dated May 4, 2001 ("UEI  Agreement"),  and
     minor defects in title which would not, individually or collectively,  have
     a Material Adverse Effect.

     6.7  INTELLECTUAL PROPERTY.
          ----------------------

          To Q Comm's best knowledge,  all Intellectual  Property is subsisting,
     in good standing and  uncontested.  Q Comm either owns exclusive,  full and
     clear title to the  Intellectual  Property  or has the legal,  unencumbered
     right to use the Intellectual  Property it licenses,  subject to the rights
     of Universal  Electronics  pursuant to the UEI  Agreement.  No employees or
     former  employees of Q Comm or independent  contractors  retained by Q Comm
     has any claim to or title in any Intellectual Property. Q Comm has executed
     agreements with all such employees  and/or  independent  contractors  which
     specify  that Q Comm  has  sole  title  to all the  Intellectual  Property,
     whether or not  developed  solely or jointly by or with such  employees  or
     independent contractors. None of the Intellectual Property which is or to Q
     Comm's  best  knowledge  could  be a  subject  of  any  Patent,  copyright,
     trademark or other registration  (whether in the United States or any other
     governmental  authority)  has been  claimed  or  judged  to be  invalid  or
     unenforceable in whole or in part. Q Comm has taken commercially reasonable
     actions  and  effectuated  all  registrations  necessary  to  maintain  the
     existence of and protect its exclusive title to the  Intellectual  Property
     in the United States, to the extent that failure to take such actions could
     have a  Material  Adverse  Effect.  Prior  to  utilizing  any  Intellectual
     Property in the  jurisdiction  of any  governmental  authority,  Q Comm has
     taken all  commercially  reasonable  actions  necessary  to protect  and/or
     register such  Intellectual  Property so that the use of such  Intellectual
     Property in such jurisdiction will not jeopardize any of Q Comm's ownership
     or other rights or registrations in such Intellectual Property. Q Comm owns


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--------------------------------------------------------------------------------

     all or possesses adequate  registrations of the Intellectual  Property with
     governmental  authorities  necessary  for Q Comm to continue to operate its
     business as currently  conducted.  To Q Comm's best knowledge,  Q Comm does
     not have to  license  any  Patents  owned by any Person in order to operate
     their businesses, and there exist no "blocking patents" which could require
     Q Comm to execute any such  license in the future.  Q Comm has not obtained
     any Intellectual  Property in any illegal  fashion,  and has not copied any
     Patent applications,  copyrights, trademarks or other intellectual property
     of  any  other  party.  Q  Comm  has  implemented  commercially  reasonable
     procedures  to maintain the  confidentiality  and/or trade secret status of
     any  Intellectual  Property which is confidential  and/or a trade secret in
     nature.  To Q Comm's best  knowledge,  the  Intellectual  Property does not
     infringe upon any patents, copyrights,  trademarks, licenses, trade secrets
     or franchises which any other Person may own or claim. There is no claim or
     action  pending or to Q Comm's best  knowledge  threatened  concerning  any
     Intellectual Property.

     6.8  ACCOUNT WARRANTIES AND REPRESENTATIONS.
          ---------------------------------------

          (a) All of Q Comm's Accounts are genuine;

          (b)  All  of  Q  Comm's  Accounts  represent  undisputed,   bona  fide
          transactions  arising in the ordinary course of business in accordance
          with the terms  and  provisions  contained  in any  documents  related
          thereto;

          (c) To Q Comm's best knowledge, there are no setoffs, counterclaims or
          disputes  existing  or  asserted  with  respect  to  any  of Q  Comm's
          Accounts,  and Q Comm  has not  made any  agreement  with any  Account
          Debtor for any deduction  from any such Account,  except for discounts
          or  allowances  allowed  by Q  Comm  in  the  ordinary  course  of its
          business;

          (d) To Q  Comm's  best  knowledge,  there  are  no  facts,  events  or
          occurrences which in any way impair the validity or enforcement of any
          of Q Comm's Accounts; and

          (e)  Other  than  the  Liens  of APS and the  Keybank  Lien,  Q Comm's
          Accounts  have  not  been  pledged  or sold  to any  other  Person  or
          otherwise  encumbered and Q Comm is the owner of such Accounts free of
          all other liens and encumbrances.

     6.9  LITIGATION AND TAXES.
          ---------------------

          Except as set forth on Schedule  6.9 hereto,  there is no  litigation,
     demand, charge, claim, petition or governmental investigation or proceeding
     pending,  or to the best knowledge of Q Comm,  threatened,  against Q Comm,
     which,  if  adversely  determined,  would have a Material  Adverse  Effect.
     Except for those  taxes for which Q Comm has not filed tax  returns or paid
     tax since December 31, 1997, Q Comm has duly filed all applicable income or
     other tax  returns  and has paid all  income or other  taxes  when due.  No
     income  taxes were due since 1997 for Q Comm.  There is no  controversy  or
     objection  pending,  or to the  best  knowledge  of Q Comm,  threatened  in
     respect of any tax returns of Q Comm.

     6.10 ERISA OBLIGATIONS.
          ------------------

          All  Employee  Plans of Q Comm meet the minimum  funding  standards of
     Section 302 of ERISA where  applicable  and each such Employee Plan that is
     intended to be qualified  within the meaning of Section 401 of the Internal
     Revenue Code of 1986 is qualified. No withdrawal liability has been

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     incurred  under  any such  Employee  Plans  and no  "Reportable  Event"  or
     "Prohibited Transaction" (as such terms are defined in ERISA), has occurred
     with respect to any such Employee Plans, unless approved by the appropriate
     governmental  agencies.  Q  Comm  has  promptly  paid  and  discharged  all
     obligations  and  liabilities  arising under ERISA of a character  which if
     unpaid or unperformed  might result in the imposition of a Lien against any
     of its properties or assets.

     6.11 ADVERSE CIRCUMSTANCES.
          ----------------------

          No condition,  circumstance,  event, agreement,  document, instrument,
     restriction,  litigation  or  proceeding  (or to Q  Comm's  best  knowledge
     threatened  litigation or proceeding  or basis  therefor)  exists which (a)
     could adversely affect the validity or priority of the Liens granted to APS
     under the Loan Documents, (b) could materially adversely affect the ability
     of Q Comm to perform its obligations  under the Loan  Documents,  (c) would
     constitute an Event of Default,  or (d) would  constitute  such an Event of
     Default with the giving of notice or lapse of time or both.

     6.12 LICENSES AND PERMITS.
          ---------------------

          Q  Comm  has  obtained  and  holds  in  full  force  and  effect,  all
     franchises, licenses, permits, certificates, registrations, authorizations,
     qualifications,  accreditations, easements, rights of way and other rights,
     consents and approvals (collectively "Permits") which are necessary for the
     operation of its businesses as presently  conducted,  except where any such
     failure or all  failures  collectively  would not have a  Material  Adverse
     Effect.  Q  Comm  has  materially   fulfilled  and  performed  all  of  its
     obligations  under each Permit.  To Q Comm's best  knowledge,  no event has
     occurred or condition or state of facts exists which constitutes,  or after
     notice or lapse of time or both,  would  constitute,  a breach  or  default
     under any  Permit,  or would cause the  revocation  or  termination  of any
     Permit  except  where  such  breach or  default  would not have a  Material
     Adverse Effect. Q Comm has not received notice of cancellation,  of default
     or of any material  dispute  concerning  any Permit.  Each Permit is valid,
     subsisting and in full force and effect except where such breach or default
     would not have a Material Adverse Effect.

     6.13 NO THREATENED PROCEEDING.
          -------------------------

          To Q Comm's best knowledge,  no Person is contemplating  filing or has
     filed any petition under the  Bankruptcy  Code, or any other or similar law
     of any governmental  authority involving insolvency,  or liquidation of all
     or a major portion of Q Comm's properties.

     6.14 VALIDITY, PERFECTION AND PRIORITY.
          ----------------------------------

          Q Comm has  authorized the filing of financing  statements  sufficient
     when filed to perfect  APS'  security  interest in the  Collateral  granted
     hereunder and the other security  interests  created by the Loan Documents.
     When such financing  statements are filed in the offices noted therein, APS
     will have a valid and perfected  security  interest in all Collateral which
     is capable of being perfected by filing  financing  statements.  Except for
     those of APS and the KeyBank Lien, no financing statement concerning any of
     the  Collateral or any Proceeds of the  Collateral is on file in any public
     office.

     6.15 EXCLUSIVITY.
          ------------

          Except as set  forth on  Schedule  6.15,  Q Comm has not  granted  any
     exclusive  arrangements  to any Person with respect to products  sold on or
     through the Q Xpress System.

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     6.16 COMPLETE INFORMATION.
          ---------------------

          This Agreement and all financial statements, schedules,  certificates,
     confirmations,  agreements, contracts, and other materials submitted to APS
     in connection with or in furtherance of this Agreement by or on behalf of Q
     Comm fully and fairly  state the matters  with which they  purport to deal,
     and neither misstate any material fact nor, separately or in the aggregate,
     fail to state any material fact necessary to make the  statements  made not
     misleading.

7.   NEGATIVE COVENANTS.
     -------------------

     7.1  LIENS.
          ------

          Q Comm shall not, either directly or indirectly, create, assume, incur
     or suffer  or  permit to exist any Lien or charge of any kind or  character
     upon any of the  Collateral,  whether owned at the date hereof or hereafter
     acquired except Liens granted to APS and the Keybank Lien.  Notwithstanding
     the  foregoing or any other  provision of this  Agreement,  if APS does not
     make the  Second  Loan or the Third  Loan,  Q Comm may  arrange  additional
     financing up to the aggregate  amount of the Loans not made by APS, and APS
     will permit the new lender to take a security interest in Q Comm's Accounts
     and any other assets of Q Comm not comprising any of the Collateral.

     7.2  TRANSFER; MERGER.
          -----------------

          Q Comm shall not, either directly or indirectly,  merge,  consolidate,
     sell, transfer, license, lease, encumber or otherwise dispose of all or any
     part of the Collateral or all or substantially  all of its assets,  or sell
     or discount (with or without recourse) any of its Accounts. Notwithstanding
     the  foregoing,  with the  approval  of APS,  which  approval  shall not be
     unreasonably  withheld,  Q  Comm  shall  have  the  right  to  license  its
     Intellectual  Property in territories  outside the United States,  provided
     such license is at fair market value on commercially  reasonable  terms. In
     addition,  Q Comm shall have the right, in the ordinary course of business,
     to provide limited licenses of its  Intellectual  Property to its customers
     who distribute, purchase or lease its point of sale terminals.

     7.3  ISSUANCE OF STOCK.
          ------------------

          Q Comm shall not, either  directly or indirectly,  issue or distribute
     any  additional  capital stock or other  securities  of Q Comm,  other than
     capital  stock or  securities  to be issued (i) to APS,  (ii)  pursuant  to
     currently  outstanding options granted under a stock incentive plan adopted
     by the Board of Directors  and  shareholders  (if  necessary) of Q Comm, or
     (iii) pursuant to currently outstanding warrants or convertible securities.

     7.4  DISTRIBUTIONS.
          --------------

          Q Comm shall not,  either  directly or indirectly,  purchase or redeem
     any shares of its stock, or declare or pay any dividends  (other than stock
     dividends),  whether in cash or  otherwise,  or set aside any funds for any
     such purpose or make any distribution to its shareholders.

     7.5  CHANGE OF LEGAL STATUS.
          -----------------------

          Q Comm  shall not  change  its  name,  its type of  organization,  its
     jurisdiction of organization or other legal structure.


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     7.6  EXCLUSIVE ARRANGEMENTS.
          -----------------------

          Except  as set  forth in  Schedule  6.15,  Q Comm  shall not grant any
     exclusive  arrangements  to any person with respect to products  sold on or
     through the Q Xpress System without the prior written consent of APS.

8.   AFFIRMATIVE COVENANTS.
     ----------------------

     8.1  CORPORATE EXISTENCE.
          --------------------

          Q  Comm  shall  at all  times  preserve  and  maintain  its  corporate
     existence,  name, rights, franchises and privileges desirable in the normal
     conduct of its business, and shall at all times continue as a going concern
     in the business which Q Comm is presently conducting. Q Comm promptly shall
     notify  APS in writing of any change of name or address of Q Comm from that
     shown in this Agreement.

     8.2  MAINTAIN PROPERTY.
          ------------------

          Q Comm  shall at all  times  maintain,  preserve  and keep its  plant,
     properties and Equipment, including, but not limited to, any Collateral, in
     good repair,  working order and  condition,  normal wear and tear excepted,
     and shall  from  time to time make all  reasonable  repairs,  renewals  and
     replacements  so  that  at  all  times  the  efficiency  thereof  shall  be
     reasonably preserved and maintained.

     8.3  MAINTAIN INSURANCE.
          -------------------

          Q Comm  shall at all  times  insure  and  keep  insured  in  insurance
     companies reasonably  acceptable to APS, all insurable property owned by it
     which is of a character usually insured by companies similarly situated and
     operating like properties,  against loss or damage from fire and such other
     hazards or risks as are customarily  insured against by companies similarly
     situated  and  operating  like  properties;   and  shall  similarly  insure
     employers' and public liability risks.

     8.4  TAX LIABILITIES.
          ----------------

          Q Comm shall at all times pay and  discharge  all  property  and other
     taxes, assessments and governmental charges upon, and all claims (including
     claims  for labor,  materials  and  supplies)  against Q Comm or any of its
     properties, Equipment or Inventory, before the same shall become delinquent
     and before penalties accrue thereon, unless and to the extent that the same
     are  being  contested  in good  faith by  appropriate  proceedings  and are
     insured against or bonded over to the reasonable satisfaction of APS.

     8.5  ERISA LIABILITIES; EMPLOYEE PLANS.
          ----------------------------------

          Q Comm shall (i) keep in full  force and  effect any and all  Employee
     Plans which are presently in existence or may, from time to time, come into
     existence  under ERISA,  and not  withdraw  from any such  Employee  Plans,
     unless  such  withdrawal  can be  effected  or such  Employee  Plans can be
     terminated without material liability to Q Comm; (ii) make contributions to
     all of such Employee Plans in a timely manner and in a sufficient amount to
     comply with the standards of ERISA; including the minimum funding standards
     of ERISA; (iii) comply with all material requirements of ERISA which relate
     to such Employee Plans;  (iv) notify APS promptly upon receipt by Q Comm of
     any notice concerning the imposition of any withdrawal  liability or of the
     institution  of any  proceeding  or other  action  which may  result in the
     termination of any such Employee Plans or the appointment of a trustee to


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     administer such Employee  Plans;  (v) promptly advise APS of the occurrence
     of any "Reportable  Event" or "Prohibited  Transaction"  (as such terms are
     defined in ERISA),  with respect to any such Employee Plans; and (vi) amend
     any Employee  Plan that is intended to be  qualified  within the meaning of
     Section 401 of the Internal Revenue Code of 1986 to the extent necessary to
     keep the Employee  Plan  qualified,  and to cause the  Employee  Plan to be
     administered and operated in a manner that does not cause the Employee Plan
     to lose its qualified status.

     8.6  COLLATERAL RECORDS.
          -------------------

          Q Comm shall keep full and accurate books and records  relating to the
     Collateral  and shall mark such books and records to indicate APS's Lien in
     the Collateral.

     8.7  NOTICE OF PROCEEDINGS.
          ----------------------

          Q Comm shall,  promptly after knowledge thereof shall have come to the
     attention  of any  officer  of Q Comm,  give  written  notice to APS of all
     threatened or pending actions, suits, and proceedings against Q Comm before
     any  court  or  governmental   department,   commission,   board  or  other
     administrative  agency  which may have a material  effect on the  business,
     property or operations of Q Comm.

     8.8  NOTICE OF DEFAULT.
          ------------------

          Q Comm shall,  promptly after the commencement thereof, give notice to
     APS in  writing  of the  occurrence  of an Event of Default or of any event
     which,  with  the  lapse of time,  the  giving  of  notice  or both,  would
     constitute an Event of Default hereunder.

     8.9  ENVIRONMENTAL ISSUES.
          ---------------------

          Q  Comm  shall  promptly   notify  APS  upon  becoming  aware  of  any
     Environmental  Claim,  and shall  take  prompt and  appropriate  actions to
     respond thereto. Q Comm shall, following determination by APS that there is
     non-compliance,  or any condition which requires any action by or on behalf
     of Q Comm in order to avoid any non-compliance. with any Environmental Law,
     at Q Comm's  sole  expense,  cause an  independent  environmental  engineer
     acceptable  to APS to  conduct  such  tests  of the  relevant  site  as are
     appropriate.  and prepare and deliver a report  setting forth the result of
     such tests,  a proposed plan for  remediation  and an estimate of the costs
     thereof.

     8.10 AGREEMENTS WITH APS AND AFFILIATES.
          -----------------------------------

          Q Comm  will  comply  in all  material  respects  with all  agreements
     between Q Comm and APS, CellCards and other affiliates of APS.

     8.11 INTELLECTUAL PROPERTY.
          ----------------------

          Upon  demand  from APS,  Q Comm  shall  deliver  to APS  copies of all
     documents which establish or evidence the Intellectual Property in any way,
     and/or complete an accurate description of all such Intellectual Property.

     8.12 PATENT INVESTIGATION.
          ---------------------

          Q Comm has filed a provisional patent application with the U.S. Patent
     and  Trademark  Office with respect to the Q Xpress  System.  Promptly upon
     execution of this  Agreement,  Q Comm shall take all actions as  reasonably
     requested by APS to determine the efficacy of and to prosecute such patent,


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     including: (i) conducting a novelty search; (ii) examining prior art; (iii)
     determining  the time that the technology  was first used in commerce;  and
     (iv)  accumulating  information to support the patent  claims.  APS and its
     attorneys  will  cooperate  with  and  assist  Q Comm in such  regard.  All
     reasonable expenses of APS and its attorneys and  representatives  incurred
     in connection with such  investigation  and prosecution  shall be paid by Q
     Comm  and Q  Comm  shall  own  all  work  product  of  such  attorneys  and
     representatives  related to such investigation and prosecution,  subject to
     the security interest of APS.

9.   EVENTS OF DEFAULT.
     ------------------

     Q Comm,  without  notice or demand of any kind,  shall be in default  under
this  Agreement  upon the  occurrence  of any of the  following  events (each an
"Event of Default"), subject to Q Comm's rights to cure such defaults during the
Forbearance Period, if applicable.

     9.1  NON-PAYMENT OF OBLIGATIONS.
          ---------------------------

          Any  amount  due and  owing  on the  Note  or any of the  Obligations,
     whether by its terms or as otherwise provided herein, is not paid when due,
     and such default continues uncured for five (5) days.

     9.2  MISREPRESENTATION.
          ------------------

          Any warranty,  representation,  or certificate in this Agreement,  the
     Loan  Documents  or any  other  agreement  with  APS  shall be false in any
     material respect when made or at the time any of the Loans are made.

     9.3  NON-PERFORMANCE.
          ----------------

          Any failure to perform or default in the  performance of any covenant,
     condition or agreement contained in this Agreement.

     9.4  DEFAULT UNDER LOAN DOCUMENTS.
          -----------------------------

          A default under any of the covenants,  conditions or agreements in any
     other Loan  Document (all of which  covenants,  conditions  and  agreements
     contained  therein are hereby  incorporated  in this  Agreement  by express
     reference) shall be an Event of Default under this Agreement.

     9.5  ASSIGNMENT FOR CREDITORS.
          -------------------------

               (a) Q Comm makes an  assignment  for the benefit of  creditors or
          fails to pay, or admits in writing its  inability  to pay its debts as
          they mature; or

               (b) if a trustee of any substantial  part of the assets of Q Comm
          is applied for or  appointed,  and in the case of such  trustee  being
          appointed  in a  proceeding  brought  against Q Comm,  Q Comm,  by any
          action or failure to act  indicates  its approval  of,  consent to, or
          acquiescence in such appointment.

     9.6  BANKRUPTCY.
          -----------

          Any  proceeding  involving  Q Comm is  commenced  by or against Q Comm
     under any bankruptcy, reorganization, arrangement, insolvency, readjustment
     of  debt,  dissolution  or  liquidation  law  or  statute  of  the  federal
     government or any state government, and in the case of any


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     such proceeding being instituted  against Q Comm, (i) Q Comm, by any action
     or failure to act  indicates  its approval of,  consent to or  acquiescence
     therein,  or (ii) an order shall be entered  approving the petition in such
     proceedings  and such order is not  vacated,  stayed on appeal or otherwise
     shall not have ceased to continue  in effect  within  sixty (60) days after
     the entry thereof.

     9.7  JUDGMENTS.
          ----------

          The  rendering  against  Q Comm  of an  arbitration  award,  judgment,
     decree,  or order for the payment of money in excess of  $250,000  which is
     not fully covered by insurance.

     9.8  CHANGE IN CONTROL.
          ------------------

          A Change of  Control  shall  occur if:  (i) any  person or  "group" as
     defined in Section 13(d) and 14(d) of the  Securities  Exchange Act of 1934
     (the "Act") becomes the  "beneficial  owner" (as defined in the Act) of 35%
     or more of the  voting  power  of Q Comm,  or (ii)  any  sale,  conveyance,
     assignment or other transfer, directly or indirectly, of 35% or more of the
     voting power of Q Comm occurs, or (iii) the grant of a security interest in
     any ownership interest of any Person,  directly or indirectly controlling Q
     Comm,  provided,  however,  that Paul Hickey shall be entitled to pledge or
     sell (a) up to 500,000 of his shares of stock in Q Comm International, Inc.
     to any Person  other than APS, and (b) any number of his shares of stock in
     Q Comm International, Inc. to APS.

     9.9  COLLATERAL IMPAIRMENT.
          ----------------------

          The levy,  attachment,  or the filing of any Lien against,  any of the
     Collateral, or the loss, theft, destruction,  seizure or forfeiture, or the
     occurrence  of  any  material  deterioration  or  impairment  of any of the
     Collateral or any of the collateral under any security  agreement  securing
     any of the Obligations.

10.  REMEDIES.
     ---------

     Upon the  occurrence  of an Event of  Default,  APS shall have all  rights,
powers and remedies set forth in the Loan Documents or as otherwise  provided at
law or in equity. Notwithstanding the foregoing, upon the occurrence of an Event
of Default pursuant to Article 9 hereof except for Events of Default pursuant to
Sections 9.5(a),  9.6 or 9.8, APS agrees not to pursue any of its remedies for a
period of sixty (60) days  after APS  delivers  written  notice of such Event of
Default to Q Comm (the "Forbearance Period") during which time Q Comm shall have
the right to cure  such  default  or to pay the  Obligations  in full.  However,
nothing  shall  prevent  APS  from  taking  action  necessary  to  preserve  the
Collateral.  Without  limiting the generality of the foregoing,  APS may, at its
option upon the  occurrence of an Event of Default but only after the expiration
of the  Forebearance  Period,  if any,  declare its  commitments to Q Comm to be
terminated  and all  Obligations to be  immediately  due and payable,  provided,
however,  that upon the occurrence of an Event of Default under Section  9.5(a),
9.6 or 9.8, all commitments of APS to Q Comm shall immediately terminate and all
Obligations shall be automatically due and payable,  all without demand,  notice
or further  action of any kind required on the part of APS. Q Comm hereby waives
any and all presentment,  demand,  notice of dishonour,  protest,  and all other
notices  (other  than the notice  required  in this  Section  10) and demands in
connection with the  enforcement of APS's rights under the Loan  Documents,  and
hereby consents to, and waives notice of release, with or without consideration,
or of any Collateral,  notwithstanding  anything contained herein or in the Loan
Documents to the contrary. In addition to the foregoing:


                                                                   Page 17 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

     10.1 POSSESSION AND ASSEMBLY OF COLLATERAL.
          --------------------------------------

          APS may,  without  notice,  demand or legal process of any kind,  take
     possession  of any or all of the  Collateral  (in addition to Collateral of
     which APS already has possession), wherever it may be found.

     10.2 SALE OF COLLATERAL.
          -------------------

          APS may sell any or all of the  Collateral  at public or private sale,
     upon such terms and conditions as APS may reasonably  deem proper,  and APS
     may purchase any or all of the  Collateral at any such sale.  APS may apply
     the  net  proceeds,   after  deducting  all  reasonable  costs,   expenses,
     attorneys'  and  paralegals'  fees  incurred  or  paid  at any  time in the
     collection,  protection and sale of the Collateral and the Obligations,  to
     the payment of the Note and/or any of the other Obligations,  returning the
     excess  proceeds,  if any, to Q Comm.  Q Comm shall  remain  liable for any
     amount  remaining  unpaid  after  such  application,   with  interest.  Any
     notification  of intended  disposition  of the  Collateral  required by law
     shall be conclusively  deemed reasonably and properly given if given by APS
     at least ten (10) business days before the date of such disposition.

     10.3 UCC AND OFFSET RIGHTS.
          ----------------------

          APS may exercise,  from time to time,  any and all rights and remedies
     available to it under the UCC or under any other applicable law in addition
     to, and not in lieu of, any rights and remedies  expressly  granted in this
     Agreement or in any other Loan Document,  and may, without demand or notice
     of any  kind,  appropriate  and apply  toward  the  payment  of such of the
     Obligations,  whether matured or unmatured,  including  reasonable costs of
     collection and  reasonable  attorneys'  and  paralegals'  fees, and in such
     order of application as APS may, from time to time, elect, any indebtedness
     of APS to Q Comm,  however created or arising,  including,  but not limited
     to,  balances,  credits,  deposits,  accounts  or  moneys  of Q Comm in the
     possession, control or custody of, or in transit to APS.

     10.4 ADDITIONAL REMEDIES.
          --------------------

          APS shall have the right and power to:

          (a)  instruct  Q Comm,  at its own  expense,  to  notify  any  parties
          obligated on any of the Collateral, including, but not limited to, any
          Account Debtors, to make payment directly to APS of any amounts due or
          to become due thereunder,  or APS may directly notify such obligors of
          the security  interest of APS,  and/or of the assignment to APS of the
          Collateral  and direct  such  obligors  to make  payment to APS of any
          amounts due or to become due with  respect  thereto,  and  thereafter,
          collect any such  amounts  due on the  Collateral  directly  from such
          Persons obligated thereon;

          (b) enforce  collection of any of the Collateral,  including,  but not
          limited to, any Accounts, by suit or otherwise, or make any compromise
          or  settlement  with respect to any of the  Collateral,  or surrender,
          release or exchange all or any part thereof, or compromise,  extend or
          renew for any period (whether or not longer than the original  period)
          any indebtedness thereunder; or

          (c) take  possession or control of any proceeds and products of any of
          the Collateral, including the proceeds of insurance thereon.


                                                                   Page 18 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

     10.5 ATTORNEY-IN-FACT.
          -----------------

          Q Comm hereby irrevocably makes, constitutes and appoints APS (and any
     officer  of APS or any  Person  designated  by APS for that  purpose)  as Q
     Comm's true and lawful proxy and attorney-in-fact  (and agent-in-fact) in Q
     Comm's name, place and stead,  with full power of  substitution,  only upon
     the occurrence and during the  continuance of an Event of Default after any
     Forbearance  Period has expired,  to (i) take such actions as are permitted
     in this  Agreement,  (ii)  execute  such  financing  statements  and  other
     documents  and to do  such  other  acts as APS may  reasonably  require  to
     perfect  and  preserve  APS's  security  interest  in, and to enforce  such
     security  interests  in the  Collateral,  and (iii)  carry  out any  remedy
     provided for in this Agreement, including, without limitation,  endorsing Q
     Comm's name to checks, drafts,  instruments and other items of payment, and
     proceeds  of the  Collateral,  executing  change of address  forms with the
     postmaster of the United States Post Office  serving the address of Q Comm,
     changing  the  address  of Q Comm to that of  APS,  opening  all  envelopes
     addressed  to Q Comm and applying  any  payments  contained  therein to the
     Obligations.   Q  Comm  hereby   acknowledges  that  the  constitution  and
     appointment of such proxy and attorney-in-fact are coupled with an interest
     and  are  irrevocable   until  all  of  the  Obligations  shall  have  been
     indefeasibly  paid and satisfied in full and this Agreement and each of the
     other Loan Documents shall have terminated pursuant to the respective terms
     and provisions thereof.

     10.6 NO WAIVER.
          ----------

          No Event of  Default  shall be waived by APS  except  in  writing.  No
     failure  or delay  on the part of APS in  exercising  any  right,  power or
     remedy  hereunder  shall operate as a waiver of the exercise of the same or
     any other right at any other time; nor shall any single or partial exercise
     of any such right,  power or remedy preclude any other or further  exercise
     thereof or the  exercise  of any other  right,  power or remedy  hereunder.
     There  shall be no  obligation  on the part of APS to  exercise  any remedy
     available  to APS in any  order.  The  remedies  provided  for  herein  are
     cumulative and not exclusive of any remedies provided at law or in equity.

11.  MISCELLANEOUS.
     --------------

     11.1 ENTIRE AGREEMENT.
          -----------------

          This  Agreement  together  with the  Loan  Documents  constitutes  the
     complete  and  integrated  agreement  of the parties on the subject  matter
     hereof. No promises,  either expressed or implied, exist between Q Comm and
     APS,  unless  contained  herein.  This  Agreement  together  with  the Loan
     Documents   supersedes  all  negotiations,   representations,   warranties,
     commitments,  offers,  contracts  (whether  oral or written) on the subject
     matter hereof prior to or contemporaneous with the execution hereof.

     11.2 AMENDMENTS; WAIVERS.
          --------------------

          No amendment,  modification,  termination,  discharge or waiver of any
     provision  of this  Agreement or of the Loan  Documents,  or consent to any
     departure by Q Comm therefrom,  shall in any event be effective  unless the
     same shall be in writing and signed by APS, and then such waiver or consent
     shall be effective only for the specific purpose for which given.

                                                                   Page 19 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

     11.3 WAIVER OF JURY TRIAL.
          ---------------------

          APS AND Q COMM,  AFTER  CONSULTING  OR HAVING HAD THE  OPPORTUNITY  TO
     CONSULT WITH COUNSEL,  EACH KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVE
     IRREVOCABLY,  THE  RIGHT  TO  TRIAL  BY  JURY  WITH  RESPECT  TO ANY  LEGAL
     PROCEEDING  BASED HEREON,  OR ARISING OUT OF, UNDER OR IN  CONNECTION  WITH
     THIS AGREEMENT,  THE NOTE OR ANY OF THE OTHER OBLIGATIONS,  THE COLLATERAL,
     OR  ANY  OTHER  AGREEMENT  EXECUTED  OR  CONTEMPLATED  TO  BE  EXECUTED  IN
     CONJUNCTION  WITH THIS  AGREEMENT,  OR ANY  COURSE OF  CONDUCT OR COURSE OF
     DEALING IN WHICH APS AND Q COMM ARE ADVERSE  PARTIES.  THIS  PROVISION IS A
     MATERIAL INDUCEMENT FOR APS GRANTING ANY FINANCIAL ACCOMMODATION TO Q COMM.

     11.4 LITIGATION.
          -----------

          TO INDUCE APS TO MAKE THE LOANS,  Q COMM  IRREVOCABLY  AGREES THAT ALL
     ACTIONS ARISING, DIRECTLY OR INDIRECTLY, AS A RESULT OR CONSEQUENCE OF THIS
     AGREEMENT, THE NOTE, ANY OTHER AGREEMENT WITH APS OR THE COLLATERAL,  SHALL
     BE INSTITUTED  AND LITIGATED  ONLY IN COURTS HAVING THEIR SITUS IN THE CITY
     OF  NEW  HAVEN,  CONNECTICUT.  Q COMM  HEREBY  CONSENTS  TO  THE  EXCLUSIVE
     JURISDICTION  AND VENUE OF ANY STATE OR FEDERAL  COURT  HAVING ITS SITUS IN
     SAID CITY, AND WAIVES ANY OBJECTION BASED ON FORUM NON  CONVENIENS.  Q COMM
     HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENTS THAT ALL
     SUCH  SERVICE OF PROCESS  MAY BE MADE BY  CERTIFIED  MAIL,  RETURN  RECEIPT
     REQUESTED, DIRECTED TO Q COMM AS SET FORTH HEREIN IN THE MANNER PROVIDED BY
     APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.

     11.5 ASSIGNABILITY.
          --------------

          At any time after an Event of Default  occurs and after the expiration
     of any Forbearance  Period,  if applicable,  APS may assign APS's rights in
     this Agreement, the Note, the Obligations, or any part thereof. Neither APS
     (if no  Event  of  Default  occurs)  nor Q Comm  may  sell or  assign  this
     Agreement  or any  other  Loan  Document  or any  portion  thereof,  either
     voluntarily  or by operation of law,  without the prior written  consent of
     the other party. Any attempted  assignment in contravention of this Section
     shall be void.  This  Agreement  shall be  binding  upon APS and Q Comm and
     their respective proper assigns, legal representatives and successors.  All
     references  herein to Q Comm  shall be deemed to  include  any  successors,
     whether immediate or remote.

     11.6 GOVERNING LAW.
          --------------

          This Agreement, the Loan Documents and the Note shall be delivered and
     accepted in and shall be deemed to be contracts  made under and governed by
     the internal laws of the State of  Connecticut,  and for all purposes shall
     be  construed in  accordance  with the laws of such State,  without  giving
     effect to the choice of law provisions of such State.

     11.7 ENFORCEABILITY.
          ---------------

          Wherever   possible,   each  provision  of  this  Agreement  shall  be
     interpreted  in such manner as to be effective  and valid under  applicable
     law,  but if any  provision  of this  Agreement  shall  be  prohibited  by,
     unenforceable or invalid under any jurisdiction, such provision shall as to


                                                                   Page 20 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

     such  jurisdiction,  be severable and be  ineffective to the extent of such
     prohibition or invalidity, without invalidating the remaining provisions of
     this  Agreement  or  affecting  the  validity  or  enforceability  of  such
     provision in any other jurisdiction.

     11.8 SURVIVAL OF Q COMM REPRESENTATIONS.
          -----------------------------------

          All covenants,  agreements,  representations  and warranties made by Q
     Comm herein  shall,  notwithstanding  any  investigation  by APS, be deemed
     material and relied upon by APS and shall  survive the making and execution
     of this  Agreement and the Loan Documents and the issuance of the Note, and
     shall be deemed to be continuing  representations and warranties until such
     time as Q Comm has  fulfilled  all of its  Obligations  to APS, and APS has
     been paid in full. APS, in extending financial accommodations to Q Comm, is
     expressly acting and relying on such representations and warranties.

     11.9 TIME OF ESSENCE.
          ----------------

          Time is of the essence in making payments of all amounts due APS under
     this  Agreement  and in the  performance  and  observance by Q Comm of each
     covenant, agreement, provision and term of this Agreement.

     11.10 COUNTERPARTS.
           -------------

          This  Agreement may be executed in any number of  counterparts  and by
     different  parties hereto in separate  counterparts,  each of which when so
     executed and  delivered  shall be deemed to be an original and all of which
     taken  together  shall  constitute  one and the same  instrument.  Any such
     counterpart may be delivered by facsimile  transmission and shall be deemed
     the  equivalent of any  originally  signed  counterpart  and shall be fully
     admissible in any enforcement proceedings regarding this Agreement.

     11.11 NOTICES.
           --------

          All notices,  requests,  demands and other communications provided for
     hereunder  shall be in  writing,  sent by  certified  or  registered  mail,
     postage prepaid,  by Federal Express,  UPS, DHL or other overnight carrier,
     by facsimile (with receipt  confirmed) or telegram (with receipt confirmed)
     or delivered in person, and addressed as follows:

               If to Q Comm:         Q COMM, INC.
                                     Q COMM INTERNATIONAL, INC.
                                     1145 South 1680 West
                                     Orem, Utah 84058
                                     Attention:  Paul Hickey
                                     Fax: 801-222-9555


               With a copy to:       Dorsey & Whitney LLP
                                     170 South Main Street; Suite 900
                                     Salt Lake City, Utah 84101
                                     Attention:  Nolan S. Taylor
                                     Fax: 801-933-7373


                                                                   Page 21 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

          If to APS:            APS, Inc.
                                One Hamden Center
                                2319 Whitney Ave.
                                Hamden, CT 06518
                                Attention:    President
                                Fax:   203-407-4086


          With a copy to:       Much Shelist Freed Denenberg Ament & Rubenstein,
                                P.C.
                                200 North La Salle Street, Suite 2100
                                Chicago, IL 60601
                                Attention:    Steven Schwartz
                                Fax:   312-621-1750


or, as to each party, at such other address as shall be designated by such party
in a written notice to each other party  complying as to delivery with the terms
of this subsection. No notice to or demand on Q Comm in any case shall entitle Q
Comm to any other or further notice or demand in similar or other circumstances.

     11.12 INDEMNIFICATION.
           ----------------

          Q Comm agrees to defend (with counsel reasonably satisfactory to APS),
     protect,  indemnify  and hold  harmless  each  Indemnified  Party  from and
     against any and all liabilities,  obligations,  losses, damages, penalties,
     actions, judgments, suits, claims, costs, expenses and distributions of any
     kind or nature (including,  without  limitation,  the disbursements and the
     reasonable fees of counsel for each Indemnified Party thereto,  which shall
     also  include,  without  limitation,  reasonable  attorneys'  fees and time
     charges of attorneys who may be employees of APS, any parent corporation or
     affiliated  corporation of APS),  which may be imposed on,  incurred by, or
     asserted  against,  any  Indemnified  Party  (whether  direct,  indirect or
     consequential  and  whether  based on any  federal,  state or local laws or
     regulations, including, without limitation, securities,  Environmental Laws
     and  commercial  laws and  regulations,  under common law or in equity,  or
     based on contract or otherwise) in any manner relating to or arising out of
     this  Agreement  or  any of the  Loan  Documents,  or  any  act,  event  or
     transaction  related or attendant thereto,  the preparation,  execution and
     delivery  of this  Agreement  and the Loan  Documents,  including,  but not
     limited to, the making or issuance and management of the Loans,  the use or
     intended use of the proceeds of the Loans,  the enforcement of APS's rights
     and remedies under this Agreement,  the Loan Documents, the Note, any other
     instruments and documents delivered hereunder, or under any other agreement
     between Q Comm and APS; provided,  however,  that Q Comm shall not have any
     obligations  hereunder  to any  Indemnified  Party with  respect to matters
     caused by or resulting from (i) the willful  misconduct or gross negligence
     of such Indemnified Party or (ii) the breach of this Agreement or any other
     Loan Document by APS. To the extent that the  undertaking  to indemnify set
     forth in the preceding  sentence may be  unenforceable  because it violates
     any law or public  policy,  Q Comm shall  satisfy such  undertaking  to the
     maximum  extent  permitted by applicable  law. Any  liability,  obligation,
     loss, damage,  penalty,  cost or expense covered by this indemnity shall be
     paid to each  Indemnified  Party on demand,  and,  failing prompt  payment,
     shall.  together  with  interest  thereon at the Default Rate from the date
     incurred  by each  Indemnified  Party  until paid by Q Comm be added to the


                                                                   Page 22 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------

     Obligations of Q Comm and be secured by the  Collateral.  The provisions of
     this Section 11.12 shall survive the  satisfaction and payment of the other
     Obligations and the termination of this Agreement.

     11.13 CONFIDENTIALITY.
           ----------------

          The   provisions   relating  to   confidentiality   contained  in  the
     Transaction Agreement shall continue to be applicable to this Agreement.

     11.14 JOINT AND SEVERAL OBLIGATIONS.
           ------------------------------

          The  Obligations of Q Comm hereunder  constitute the joint and several
     obligations of Q Comm, Inc. and Q Comm International,  Inc. Therefore, each
     of such  parties  shall  have  full  and  complete  responsibility  for all
     Obligations,  irrespective  of whether  APS elects to take  action  against
     either of them.


                 - Remainder of Page Intentionally Left Blank -
                            [Signature Page Follows]



                                                                   Page 23 of 24
<PAGE>

LOAN AND SECURITY AGREEMENT BY AND BETWEEN
Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, INC.
--------------------------------------------------------------------------------


         IN WITNESS WHEREOF, Q Comm and APS have executed this Loan and Security
Agreement as of the date first above written.


                                              Q COMM, INC.,
                                              a Utah corporation


                                              By:/s/ Paul Hickey
                                                 ---------------------------
                                              Name:  Paul Hickey
                                              Title: Chief Executive Officer



                                              Q COMM INTERNATIONAL, INC.,
                                              a Utah corporation


                                              By:/s/ Paul Hickey
                                                 ---------------------------
                                              Name:  Paul Hickey
                                              Title: Chief Executive Officer



                                              AMERICAN PAYMENT SYSTEMS, INC.,
                                              a Connecticut corporation

                                              By: /s/
                                                 ---------------------------
                                              Name:
                                                   -------------------------
                                              Title:
                                                   -------------------------



                                                                   Page 24 of 24