AGREEMENT TO MODIFY AND EXTEND
                             TERM OF LEASE AGREEMENT

         AGREEMENT  ("Agreement")  made and  entered  into as of the 27th day of
December,  2001 by and  between  Highland  Ranch,  Inc.  ("Landlord")  and Qcomm
International, Inc. ("Tenant") (together, the "Parties") modifying and extending
the term of that "Lease Agreement" ("Lease") which Lease was entered into by the
parties the 22nd day of November.  1999 (including that "Lease Addendum" entered
into by the parties  the 29th day of  November,  1999) a copy of which Lease is
attached hereto as Exhibit "A".

                                    RECITALS

         WHEREAS,  pursuant to 2.1 of the Lease,  the Lease is to  terminate  at
12:00 pm December 31, 2001;

         WHEREAS,  the Lease  provides,  at 2.1,  that the Tenant shall have the
option of leasing the premises  located at 1145 South 1680 West,  Orem. UT 84058
(6,546 sq. ft.) for an additional  two-year period after said  termination  date
following the schedule set forth in Exhibits "B" attached to the Lease;

         WHEREAS,  the Tenant and the Parties are  desirous of entering  into an
agreement extending the term of the Lease for said additional two-year term;

         WHEREAS,  the Lease further provides,  at 7.1 that the Tenant shall pay
to Landlord, on a monthly basis, certain amounts for real estate taxes, building
insurance  and common area  charges,  and that,  furthermore,  said  amounts are
estimates only and subject to annual increases;

         WHEREAS,  the actual amounts for real estate taxes,  building insurance
and common area charges have been ascertained during the pendency of the present
Lease term,  and the Parties are desirous of modifying the terms of the lease to
reflect said actual amounts; and

         WHEREAS,  the Parties agree that this agreement is in their  respective
best interests.

         NOW, THEREFORE, based upon the above recitals and the consideration set
forth herein, the Parties hereby agree as follows:



<PAGE>


1.       That the term of the  Lease is  hereby  extended  for a term of two (20
         additional years, which terms shall commence at 12:01 p.m. December 31,
         2001 and end at 12:00 p.m. December 31, 2003.

2.       That  all  provisions  of the  Lease  not  otherwise  modified  by this
         Agreement shall remain in full force and effect.

3.       That in addition to rent and any other late charges and late fees which
         may be due and owing to  Landlord  under  the  Lease,  including  those
         amounts  set forth at  Exhibit  "B" of the Lease,  Tenant  shall pay to
         Landlord on a monthly  basis the amount of three  hundred  seventy-five
         dollars  ($375.00),  for the  costs  of  real  estate  taxes,  building
         insurance and common area charges. This term modifies the corresponding
         provisions set forth at 7.1 of the Lease, and also modifies Exhibit "B"
         of the Lease. Pursuant to 7.1 of the Lease, these amounts shall also be
         subject to annual increases.

4.       That  this  Agreement  is,  and  the  provisions   herein  are,  hereby
         integrated into the Lease.

         IN WITNESS THEREOF, the Parties hereto have executed this agreement the
day and year first above written.

         DATED this 27th day of December, 2001.

                                            LANDLORD

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

                                            Its: -------------------------


                                            TENANT

                                            By: /s/ Paul Hickey
                                                --------------------------
                                            Its: CEO
                                                --------------------------