COMMON STOCK OPTION
                                (Nontransferable)

                           Q COMM INTERNATIONAL, INC.
                              (a Utah Corporation)



         FOR VALUE  RECEIVED,  Q Comm  International,  Inc. (the  "Corporation")
hereby  grants to  Michael  Openshaw  (the  "Holder"),  subject to the terms and
conditions hereinafter set forth, the option to purchase from the Corporation an
aggregate  of  up  to  two  hundred  and  twenty   thousand   (220,000)   shares
("Performance  Option Shares") of the free trading  registered common stock, par
value $.001 ("Common Stock"),  of the Corporation at the purchase price of $1.00
per share  ("Option  Price").  The terms of vesting  and the number of shares of
Common Stock  issuable upon exercise of the Options are subject to adjustment as
hereinafter provided.

         1. Term and Exercise.

                  (a) Subject to Section 2 below, the Performance  Option Shares
Option  may be  exercised  by the  Holder,  in  whole  or in  part,  at any time
subsequent to January 1, 2004 and prior to the expiration of this Option,  which
expiration  shall  occur  five (5) years from the date of the  issuance  of this
Option.  However,  in the event the  Corporation  receives a NASDAQ  listing any
vested Performance Option Shares of the holder may be exercised starting January
1, 2003 or if the board elects to allow vested  Performance  Option Shares to be
exercised prior to January 1, 2004.

                  (b) The Holder shall exercise the Performance Option Shares by
surrender to the  Corporation  of this Option with the Election to Purchase Form
attached hereto as Exhibit "A", duly executed, accompanied by payment in cash or
by check of the price hereinafter set forth for the Performance Option Shares so
purchased.

                  (c) Within five (5) business  days  following  the exercise of
this Option by the Holder as herein above provided,  the Corporation shall cause
to be  issued  in the  name of and  delivered  to the  Holder a  certificate  or
certificates  representing  the  Performance  Option  Shares so  purchased.  The
Corporation covenants and agrees that all of the Performance Option Shares which
may be issued and  delivered  upon the due exercise of this Option by the Holder
shall, upon such issuance and delivery, be fully paid and nonassessable.

         2. Vesting. This Option shall vest with respect to a maximum of 220,000
Performance  Option Shares, and shall become vested within 45 days after the end
of each fiscal  quarter the  Corporation  reaches  certain  agreed-upon  revenue
goals, as follows:


<PAGE>



   Fiscal Year     Quarter         Revenue Goal     Vested Shares
   -----------     -------         ------------     -------------

      2001            1             $1,200,000        27,500   or
                                    $  900,000        20,625
                 -------------------------------------------------
                      2             $2,400,000        27,500   or
                                    $1,800,000        20,625
                 -------------------------------------------------
                      3             $3,600,000        27,500   or
                                    $2,700,000        20,625
                 -------------------------------------------------
                      4             $5,400,000        27,500   or
                                    $4,050,000        20,625
                 -------------------------------------------------
      2002            1             $6,720,000        27,500   or
                                    $5,040,000        20,625
                 -------------------------------------------------
                      2             $7,680,000        27,500   or
                                    $5,760,000        20,625
                 -------------------------------------------------
                      3             $8,320,000        27,500   or
                                    $6,240,000        20,625
                 -------------------------------------------------
                      4             $9,280,000        27,500   or
                                    $6,960,000        20,625
                 -------------------------------------------------





         If all vested  Performance  Option Shares are not earned by meeting the
revenue goals specified above, the entire potential amount of vested Performance
Option  Shares for fiscal year 2001 shall be earned if at least  $15,000,000  in
annual  revenue is achieved by the  Corporation  during that year. If all vested
Performance  Option Shares are not earned by meeting the revenue goals specified
above,  the entire  potential  amount of vested  Performance  Option  Shares for
fiscal year 2002 shall be earned if at least  $32,000,000  in annual  revenue is
achieved by the Corporation during that year. If the Holder remains continuously
employed by the Corporation through Dec. 31, 2005, all performance option shares
not yet vested shall vest immediately and in full on that date.


<PAGE>


         3. Vesting or Expiration of Options upon Certain  Additional Events. In
the event  there is a Change  in  Control  of the  Corporation  (as  hereinafter
defined),  the right to purchase all Performance  Option Shares vested as of the
date of the Change in  Control  and all  Performance  Option  Shares  subject to
vesting on the  occurrence of future events  following the date of the Change in
Control  shall  immediately  vest.  For  purposes of this  Option,  a "Change in
Control" means the occurrence of any one or more of the following:

                  (a) Any "person",  as such term is used in Sections  13(d) and
14(d) of the Securities and Exchange Act of 1934, as amended  ("Exchange  Act"),
is or  becomes  the  "beneficial  owner" (as  defined  in Rule  13d-3  under the
Exchange Act) directly or  indirectly,  of securities of the  Corporation  (or a
successor to the  Corporation)  representing  50% or more of the combined voting
power of the then outstanding securities of the Corporation or such successor.

                  (b) At any time that the  Corporation  has  shares  registered
under the Exchange Act at least 50% of the  directors of the Company  constitute
persons  who  were  not at the  time of their  first  election  to the  board of
directors of the Corporation, candidates proposed by a majority of such board of
directors in office prior to the time of such first election.

                  (c) (A) the  dissolution of the  Corporation or liquidation of
more than 50% in value of the  Corporation or a sale of assets  involving 50% or
more in value of the assets of the Corporation, (B) any merger or reorganization
of the  Corporation  whether or not another entity is the survivor,  pursuant to
which  the  holders,  as a  group,  of  all  of the  shares  of the  Corporation
outstanding  prior to the  transaction  hold,  as a group,  less than 50% of the
combined  voting power of the Corporation or any successor  company  outstanding
after  the  transaction,  (C) a  transaction  or  related  set  of  transactions
(including  without  limitation a merger or tender offer together with a related
purchase of shares by the tender  offeror in the  market)  pursuant to which the
holders,  as a group, of all of the shares of the Corporation  outstanding prior
to the transaction  hold, as a group, less than 50% of the combined voting power
of the Corporation or any successor  company  outstanding after the transaction,
or (D)  any  other  event  which  the  board  of  directors  of the  Corporation
determines,  in its  discretion,  would  materially  alter the  structure of the
Corporation or its ownership.

 In the event the Holder's  employment is terminated prior to December 31, 2003,
the right to exercise this option with respect to any of the Performance  Option
Shares vested shall expire and terminate  concurrently  with the  termination of
employment.

In the event the Holder's  employment is  terminated  subsequent to December 31,
2003,  the right to exercise this option with respect to any of the  Performance
Option Shares vested shall expire 90 days after termination of employment.


<PAGE>



         4. Adjustment to Option Shares. The number of Performance Option Shares
purchasable  upon the  exercise  of this  Option and the Option  Price per share
shall be subject to adjustment from time to time subject to the following terms.
If the  outstanding  shares of Common Stock of the  Corporation  are  increased,
decreased, changed into or exchanged for a different number or kind of shares of
the  Corporation  through  reorganization,  recapitalization,  reclassification,
stock  dividend,  stock split or reverse  stock split,  the  Corporation  or its
successors and assigns shall make an appropriate and proportionate adjustment in
the number or kind of shares, and the per-share Option Price thereof,  which may
be issued to the Holder under this Option upon  exercise of the options  granted
under this Option.  The purchase rights  represented by this option shall not be
exercisable  with  respect  to a  fraction  of a  share  of  Common  Stock.  Any
fractional  shares of Common Stock arising from the dilution or other adjustment
in the  number of shares  subject  to this  option  shall be  rounded  up to the
nearest whole share.

         5. Restrictions on Sale of Shares Purchased under the Option.

                  (a) The Corporation may, from time to time,  undertake efforts
to sell its Common Stock through means such as a public stock offering.  In such
case,  an  underwriter  of such offering may advise the  Corporation  of certain
potential  adverse  effects  from  the  sale of the  Performance  Option  Shares
purchased  by the  Holder  under  this  Option.  In  that  event,  provided  the
communication  from the  underwriter  is provided to the Holder in written form,
the Holder may be restricted to sales of the Performance Option Shares purchased
under the Option in amounts and/or timeframes as dictated by the underwriter.

                  (b) The  Corporation  may,  at its sole  discretion,  invoke a
restriction  on the number of  Performance  Option Shares  purchased  under this
Option that may be sold by the Holder within any 30-day timeframe. The amount of
any such  restriction  on sales of Common  Stock may be up to 5% of the  average
weekly  volume of shares of Common  Stock  traded  over the  previous  four-week
period.

         6.  Nontransferability.  This Option  shall not be  assigned,  pledged,
hypothecated,  sold  or  otherwise  transferred  or  encumbered  by the  Holder.
Notwithstanding  the foregoing,  this Option shall be exercisable upon the death
or   permanent   disability   of  the  Holder  by   Holder's   heirs,   personal
representatives, guardians, beneficiaries, devisees, or otherwise.

         7. Notices.  Any notice or other communication to the Corporation or to
the  Holder  of  this  Option  shall  be in  writing  and  any  such  notice  or
communication  shall be deemed duly given or made if personally  delivered or if
mailed,  by  registered  or  certified  mail,  postage  prepaid,  and  if to the
Corporation:  to the  Corporation's  office at 1145 South 1680  West,  Orem,  UT
84058-4930  and if to such  Holder:  to the care of the  Corporation  or at such
other address the Holder may designate by notice to the Corporation.

         8.  Governing  Law.  This Option shall be governed by and construed and
enforced in accordance with the laws of the State of Utah.


<PAGE>

         9.  Successors and Assigns.  All of the provisions of this Option shall
be binding upon the  Corporation  and its successors and assigns and the Holder,
his heirs, personal representatives and guardians.

         10.  Withholding  Taxes. In the event that the  corporation  determines
that it is  required  to  withhold  any tax as a result of the  exercise of this
Option the Holder,  as a condition to the  exercise of this  Option,  shall make
arrangements  satisfactory  to the  Corporation  to  enable  it to  satisfy  all
withholding  requirements.  The Holder shall also make arrangements satisfactory
to the Corporation to enable it to satisfy any withholding requirements that may
arise in connection with the vesting or disposition of Performance Option Shares
purchased by exercising this option.

         IN WITNESS WHEREOF, Q COMM  INTERNATIONAL,  INC. has caused this Option
to be  signed  in its  corporate  name  by its  _______________________  and its
execution  hereof  to be  attested  by its  Secretary,  as of  this  6th  day of
September, 2001.


ATTEST:                                     Q COMM INTERNATIONAL, INC.


                                            By: /s/
---------------------------                    ---------------------------------





ACCEPTED:


/s/ Michael Openshaw
--------------------------
Michael Openshaw, Holder


<PAGE>


                                    EXHIBIT A
                                    ---------

                              ELECTION TO PURCHASE


To:      Q COMM INTERNATIONAL, INC.

         The  undersigned,  pursuant to the  provisions  set forth in the within
Option, hereby agrees to purchase shares of Common Stock covered by such Option,
and makes payment  herewith in full therefor at the price per share  provided by
such Option in cash or by certified or official  bank check in the amount of, or
by surrender  of  securities  issued by the Company  (including a portion of the
Option)  having  a  market  value  (in the  case of a  portion  of this  Option,
determined in accordance with Section 1 of the Option) equal to $ . Please issue
a certificate or certificates for such shares of Common Stock in the name of and
pay any cash for any fractional share to:


                                  Name:
                                        ----------------------------------------


                                  Signature:
                                            ------------------------------------

                                  Address:
                                          --------------------------------------



                           Note:    The  above   signature   should   correspond
                                    exactly  with  the  name on the  face of the
                                    within Option, if applicable.


And,  if said  number  of shares of  Common  Stock  shall not be all the  shares
purchasable under the within Option, a new Option is to be issued in the name of
said undersigned covering the balance of the shares purchasable  thereunder less
any fraction of a share paid in cash.


                                  Name:
                                        ----------------------------------------


                                  Signature:
                                            ------------------------------------

                                  Address:
                                          --------------------------------------