THIS SECURED  CONVERTIBLE  NOTE AND THE SECURITIES  ISSUABLE UPON ITS CONVERSION
HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933  OR ANY  STATE
SECURITIES  LAWS.  NEITHER  THIS  NOTE  NOR THE  SECURITIES  ISSUABLE  UPON  ITS
CONVERSION  MAY BE SOLD OR  OFFERED  FOR  SALE IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT UNDER SAID ACT AND ANY APPLICABLE  STATE SECURITIES LAWS
OR THE  AVAILABILITY  OF AN EXEMPTION FROM  REGISTRATION  UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.



                           Q COMM INTERNATIONAL, INC.

                            SECURED CONVERTIBLE NOTE
                            ------------------------

$200,000.00                                                Dated: August 9, 2001

         For value received, Q COMM INTERNATIONAL, INC., a Utah corporation with
its  principal  place of  business  at 1145  South  1680  West,  Orem,  UT 84058
(hereafter  the  "Issuer"),  hereby  promises  to pay to the  order of  AMERICAN
PAYMENT SYSTEMS, INC., a Connecticut corporation,  with an address at One Hamden
Center, 2319 Whitney Avenue, 6th Floor, Hamden, CT 06518 (hereafter the "Payee")
on the  Maturity  Date the  principal  sum of Two Hundred  Thousand  Dollars and
no/100 ($200,000.00) or such part thereof as then remains unpaid,  together with
interest  at a rate  (before  default)  equal to six  percent  (6%)  per  annum,
accruing monthly in arrears.

         Principal  and interest  shall be payable in lawful money of the United
States of  America,  at the  address  of Payee set forth  above or at such other
place as the legal  holder  may  designate  from time to time in  writing to the
Issuer.  Interest  shall be computed on the basis of a 360-day year and a 30-day
month.

         This Secured  Convertible  Note is the Note  referred to in the Secured
Convertible  Note Purchase and Security  Agreement,  dated as of the date hereof
(the "Agreement"), between the Issuer and the Payee, as the same may be amended,
modified or  supplemented  from time to time, by mutual written  consent,  which
Agreement,  as amended, is incorporated by reference herein. Except as otherwise
provided,  capitalized  terms used  herein  shall have the same  meanings as are
assigned to such terms in the  Agreement.  This Note is entitled to the benefits
of and is subject to the terms, conditions and provisions of the Agreement.  The
Agreement,  among other things,  contains  provisions  for  acceleration  of the
maturity  hereof and/or the  foreclosure on and sale of the Collateral  securing
this Note upon the happening of certain stated  events,  and also for repayments
of the  principal  hereof  prior to  maturity  upon the  terms,  conditions  and
provisions specified.

          Issuer  agrees to pay all taxes or duties  levied or assessed  against
Payee on account of this Note or the Agreement, or upon the Collateral for which
a security interest is granted under the Agreement. Issuer further agrees to pay
all costs,  expenses and attorneys' fees incurred by Payee in any proceeding for
collection of the debt evidenced  hereby, or in any action to enforce its rights
in the Collateral  granted under the Agreement upon the happening of an Event of
Default as provided for in the  Agreement or in any  litigation  or  controversy
arising from or connected with this Note or the Agreement.

          Upon the  occurrence  of an Event of  Default,  and in addition to any
other  rights and remedies set forth in the  Agreement,  which are  incorporated
herein by  reference,  including  without  limitation,  the option to accelerate
payment  of the  principal  and  interest  then  outstanding  under this Note or
foreclosing  on the  Collateral  securing this Note pursuant to Section 7 of the


<PAGE>

Agreement,  at the option of the Payee, Payee may pay insurance premiums,  taxes
and assessments,  and any other expenses which may be reasonable or necessary to
protect  the  Collateral  securing  this Note or to protect or sustain  the lien
created under the Agreement. Any such payment made by the Payee pursuant to said
option  shall be added to the  principal  balance due  hereunder  and shall bear
interest at the Default  Rate from the date of payment by the Payee and shall be
payable or  convertible  on demand with interest from the date of payment by the
Payee.


                                    ARTICLE 1

                                   DEFINITIONS

         1.1  Definitions.  For all purposes of this Note,  the following  terms
              -----------
shall have the meanings indicated:

         Affiliate  - shall mean with  respect to any person,  any entity  which
controls,  is controlled  by, or under common  control with,  such person or any
entity formed as a result of a reorganization of such person.

         Agreement  - shall  mean the  Secured  Convertible  Note  Purchase  and
Security Agreement of even date herewith by and between the Issuer and Payee.

          Commission - shall mean the Securities and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

         Conversion  Price - means  $0.30 per Share (as  adjusted  for any stock
split, stock combination,  recapitalization  or similar transaction with respect
to the Issuer's capital stock).

          Default  Rate - shall  mean the lesser of (a) 11% per annum or (b) the
maximum legal interest rate.

         Maturity Date - December 6, 2001.

         Note - shall mean this Secured  Convertible  Note,  or any  replacement
thereof.

         Payee - shall have the meaning set forth in the first paragraph of this
Note appearing after the title of this Note.

         Securities Act - shall mean the Securities Act of 1933, as amended.

         Shares - shall mean and include the Issuer's  authorized  common stock,
par value $0.001 per share,  as constituted  on the date hereof,  and shall also
include  any  shares of stock of any class or series of the  Issuer's  hereafter
authorized   which  shall  substitute  for  or  replace  such  common  stock  as
constituted on the date hereof.

         Term of this  Note - shall  mean the  period  beginning  on the date of
initial issuance and ending on the Maturity Date.


                                       2
<PAGE>

                                    ARTICLE 2

                         PAYMENT AND LIMITED PREPAYMENT

         2.1 Payments.  The entire amount of this Note then  outstanding and not
             --------
previously  converted into Shares shall be due and payable with accrued interest
thereon on the Maturity Date.

         2.3 Limited Prepayment Option. This Note may not be prepaid in whole or
             -------------------------
in part without the prior written consent of APS.

         2.4 Payment in Kind.
             --------------

                  (a) On the Maturity  Date,  the Issuer may repay all principal
and interest owed  hereunder by assigning the  Collateral to the Payee.  In such
event, the Issuer shall execute and deliver to the Payee such  agreements,  make
such representations,  covenants and indemnities and deliver such instruments of
assignment and bills of sale to the Payee as the Payee may reasonably request to
effect such assignment.

                  (b) At the Payee's  option,  in lieu of receiving  cash in the
amount of the entire  outstanding  principal amount hereof with accrued interest
thereon on the Maturity  Date  pursuant to Section 2.1 above,  the Payee may, at
its option, upon ten (10) days' prior written notice to the Issuer, request that
all principal and interest owed hereunder be paid by assignment by the Issuer to
the Payee of the Collateral. In such event, the Issuer shall execute and deliver
to  the  Payee  such  agreements,  make  such  representations,   covenants  and
indemnities and deliver such  instruments of assignment and bills of sale to the
Payee as the Payee may reasonably request to effect such assignment.


                                    ARTICLE 3

                       REGISTRATION, EXCHANGE REPLACEMENT

         3.1  Registration,  etc.  The Issuer  shall  maintain at its  principal
              -------------------
office a register  and shall  record  therein the name and address of the Payee,
the address to which notices are to be sent,  and the address to which  payments
are to be made as  designated  by said Payee.  No transfer of this Note shall be
valid  unless  a  registered  Payee or the  successors  or  assigns  or the duly
appointed attorney of such registered Payee requests such transfer to be made on
such  register,  upon surrender  thereof for exchange as  hereinafter  provided,
accompanied  by an  instrument  in writing,  duly  executed  in form  reasonably
satisfactory to the Issuer's counsel.  Any replacement,  transfer or subdivision
of this Note shall be  registered  on the date of execution  by the Issuer.  The
registered  Payee of this Note  shall be that  person in whose name the Note has
been so registered by the Issuer. The registered Payee shall be deemed the owner
of the Note for all purposes.

         3.2 Transfer and  Exchange.  Subject to the  provisions  of Section 9.3
             ----------------------
hereof,  the  registered  Payee of this Note may,  prior to the  Maturity  Date,
surrender  such Note at the  principal  office of the  Issuer  for  transfer  or
exchange.  Each new Note shall be made  payable to such  person or  persons,  or
registered  assigns,  as the  registered  Payee  of such  surrendered  Note  may
designate  in writing,  and such  transfer  or exchange  shall be made in such a
manner that no gain or loss of  principal or interest  shall  result  therefrom;
provided, however, that the Issuer shall have no duty to issue a new Note in the

                                       3
<PAGE>

name of any transferee of the registered  Payee unless and until such registered
Payee furnishes to the Issuer an opinion of counsel,  reasonably satisfactory to
the Issuer's counsel, that the proposed transfer is exempt from the registration
requirements of the Securities Act and any applicable state securities laws.

         3.3 Replacement. Upon receipt of evidence satisfactory to the Issuer of
             -----------
the loss, theft, destruction or mutilation of this Note and, if requested in the
case of any such loss,  theft or  destruction,  upon  delivery  of an  indemnity
agreement or security reasonably  satisfactory to the Issuer, or, in the case of
any such  mutilation,  upon surrender and  cancellation of such Note, the Issuer
will  issue a new Note,  in the amount of the  unpaid  principal  balance of the
lost,  stolen,  destroyed or mutilated Note and dated the date to which interest
has been paid, in lieu of such lost, stolen, destroyed or mutilated Note.


                                    ARTICLE 4

                                   CONVERSION

         4.1  Conversion.  (a) The Payee of this Note, any Affiliate  thereof or
              ----------
any person or entity  which  becomes a Payee of this Note has the right,  at any
time but prior to payment  in full of the  principal  balance  of this Note,  to
convert this Note, in accordance  with the provisions of Section 4.2 hereof,  in
whole or in part for the principal amount then outstanding (plus an amount equal
to accrued interest  hereunder) into fully paid and nonassessable  Shares of the
Issuer.  The Shares into which this Note may be converted shall be determined by
dividing  the  aggregate  principal  amount  (together  with  accrued and unpaid
interest to the date of conversion) by the Conversion Price.

         (b) On Maturity Date, at the Payee's sole option, the Issuer shall have
the  obligation  to  discharge  its  obligations  under  this Note by either (i)
issuing  to the Payee  such  number of fully  paid and  nonassessable  Shares as
results  from  dividing the then  outstanding  balance of principal of this Note
(plus all accrued  interest that has not been waived and remains  unpaid) by the
Conversion  Price,  (ii) paying the entire amount of principal and interest then
outstanding in cash as directed by the Payee;  or (iii) such  combination of (i)
and (ii) as Payee shall determine in its sole discretion.

         4.2 Conversion Procedure. Before the Payee shall be entitled to convert
             --------------------
this Note into Shares,  it shall surrender this Note at the office of the Issuer
and shall give written  notice by mail,  postage  prepaid,  to the Issuer at the
Issuer's  principal  corporate  office, of the election to convert the same, and
shall state therein the name or names in which the  certificate or  certificates
evidencing the Shares shall be issued.  Such conversion  shall be deemed to have
been  made  immediately  prior  to the  close  of  business  on the date of such
surrender of this Note, and the person or persons entitled to receive the Shares
issuable  upon such  conversion  shall be treated for all purposes as the record
holder or holders of such Shares as of such date.  This Note may be converted in
whole or in part.

         4.3 Delivery of Share  Certificates.  As promptly as practicable  after
             -------------------------------
the conversion of this Note, the Issuer at its expense will issue and deliver to
the Payee a certificate  evidencing the  appropriate  number of Shares  issuable
upon such conversion.

         4.4 No Fractional  Shares.  Fractional  Shares shall not be issued upon
             ----------------------
the  conversion of this Note but in any case where the Payee would  otherwise be
entitled under the terms hereof to receive  fractional  Shares upon the complete
conversion of this Note, the Issuer shall,  upon the conversion of this Note for
the largest  number of whole  Shares then called for, pay a sum in cash equal to
the excess of the value of such Fractional Shares (determined in such reasonable
manner  as may be  prescribed  in good  faith by the Board of  Directors  of the
Issuer) over the Conversion Price for such Fractional Shares.


                                       4
<PAGE>

                                    ARTICLE 5

                             ANTIDILUTION PROVISIONS

         5.1  Adjustment  of the Number of Shares.  Upon each  adjustment of the
              -----------------------------------
Conversion  Price as provided in Section  5.2,  the Payee  shall  thereafter  be
entitled to purchase,  at the Conversion  Price resulting from such  adjustment,
the Shares  (calculated to the nearest tenth of a Share) obtained by multiplying
the  Conversion  Price in effect  immediately  prior to such  adjustment  by the
number  of  Shares  purchasable   pursuant  hereto  immediately  prior  to  such
adjustment and dividing the product  thereof by the Conversion  Price  resulting
from such adjustment.

         5.2 Adjustment of the Conversion  Price.  The Conversion Price shall be
             -----------------------------------
subject to adjustment from time to time as follows:

                  (a) If, at any time  during the Term of this Note,  the number
of Shares outstanding is increased by a dividend or similar  transaction payable
in Shares or by a subdivision or split -up of Shares,  then following the record
date fixed for the  determination  of holders of Shares entitled to receive such
dividend,  subdivision or split-up,  the Conversion Price shall be appropriately
decreased so that the number of Shares  issuable upon the exercise  hereof shall
be increased in proportion to such increase in outstanding Shares.

                  (b) If, at any time  during the Term of this Note,  the number
of Shares  outstanding is decreased by a combination of the outstanding  Shares,
then, following the record date for such combination, the Conversion Price shall
be  appropriately  increased  so that the  number  of Shares  issuable  upon the
exercise hereof shall be decreased in proportion to such decrease in outstanding
Shares.

                  (c)  Whenever  the  Conversion  Price  shall  be  adjusted  as
provided in this  Article 5, the Issuer  shall  prepare a statement  showing the
facts requiring such adjustment and the Conversion Price that shall be in effect
after such  adjustment.  The Issuer  shall cause a copy of such  statement to be
sent by mail,  first class  postage  prepaid,  to each Payee of this Note at its
address appearing on the Issuer's records.

                  (d) If the  Issuer  shall  at any  time or  from  time to time
during  the Term of this Note issue  Shares of the  Issuer or  rights,  options,
warrants or other securities convertible into Shares, for no consideration or at
a price per Share  which is lower than the then  effective  Conversion  Price in
effect  immediately  prior to the issuance of such Shares,  then the  Conversion
Price shall be  decreased  to the price per Share that such Shares of the Issuer
(or rights,  options,  warrants or other securities convertible into Shares) are
issued  or sold  for or  deemed  issued  or sold  for  pursuant  to the  further
provisions  of this  subsection.  In no event shall an  adjustment be made under
this  subsection  which  results in an increase in the  Conversion  Price.  Such
adjustment  shall be made whenever  such Shares,  rights,  options,  warrants or
convertible securities are issued, and shall become effective immediately.

         For the purposes of any adjustment of the Conversion  Price pursuant to
this subsection the following provisions shall be applicable:

                  1.       In the case of the  issuance of Shares for cash,  the
                           consideration  shall be  deemed  to be the  amount of
                           cash received by the Issuer.


                                       5
<PAGE>

                  2.       In  the  case  of  the   issuance  of  Shares  for  a
                           consideration  in whole or in part  other  than cash,
                           the consideration  other than cash shall be deemed to
                           be the fair market  value  thereof as  determined  in
                           good faith by the Board of  Directors  of the Issuer,
                           irrespective of any accounting treatment.

                  3.       In  the  case  of the  issuance  of  (i)  options  to
                           purchase  or rights to  subscribe  for  Shares,  (ii)
                           securities  by  their  terms   convertible   into  or
                           exchangeable  for Shares or (iii) options to purchase
                           or  rights  to  subscribe  for  such  convertible  or
                           exchangeable securities:

                           (A)      the  aggregate   maximum  number  of  Shares
                                    deliverable upon exercise of such options to
                                    purchase or rights to  subscribe  for Shares
                                    shall be deemed  to have been  issued at the
                                    time such  options or rights were issued and
                                    for   a    consideration    equal   to   the
                                    consideration   (determined  in  the  manner
                                    provided in subdivisions (1) and (2) above),
                                    if any,  received  by the  Issuer  upon  the
                                    issuance of such  options or rights plus the
                                    minimum  purchase  price  provided  in  such
                                    options  or rights  for the  Shares  covered
                                    thereby;

                           (B)      the  aggregate   maximum  number  of  Shares
                                    deliverable   upon   conversion   of  or  in
                                    exchange   for  any  such   convertible   or
                                    exchangeable securities or upon the exercise
                                    of   options  to   purchase   or  rights  to
                                    subscribe    for   such    convertible    or
                                    exchangeable   securities   and   subsequent
                                    conversions  or exchanges  thereof  shall be
                                    deemed to have been  issued at the time such
                                    securities  were  issued or such  options or
                                    rights were  issued and for a  consideration
                                    equal to the  consideration  received by the
                                    Issuer for any such  securities  and related
                                    options  or  rights   (excluding   any  cash
                                    received  on account of accrued  interest or
                                    accrued  dividends),   plus  the  additional
                                    consideration, if any, to be received by the
                                    Issuer  upon the  conversion  or exchange of
                                    such  securities  or  the  exercise  of  any
                                    related options or rights (the consideration
                                    in each case to be  determined in the manner
                                    provided in subdivisions (1) and (2) above);

                           (C)      on  any  change  in  the  number  of  Shares
                                    deliverable   upon   exercise  of  any  such
                                    options  or  rights  or   conversion  of  or
                                    exchange    for    such    convertible    or
                                    exchangeable securities, other than a change
                                    resulting   from   antidilution   provisions
                                    thereof,    the   Conversion   Price   shall
                                    forthwith be readjusted  to such  Conversion
                                    Price  as  would  have   obtained   had  the
                                    adjustment  made upon the  issuance  of such
                                    options or rights related to such securities
                                    not  converted  prior to such  change  being
                                    made upon the basis of such change; and

                           (D)      on the  expiration  of any such  options  or
                                    rights,  the  termination of any such rights
                                    to convert or exchange or the  expiration of
                                    any  options  or  rights   related  to  such
                                    convertible or exchangeable securities,  the


                                       6
<PAGE>

                                    Conversion    Price   shall   forthwith   be
                                    readjusted to such Conversion Price as would
                                    have obtained had the  adjustment  made upon
                                    the  issuance  of  such   options,   rights,
                                    securities  or options or rights  related to
                                    such  securities been made upon the basis of
                                    the  issuance  of only the  number of Shares
                                    actually   issued  upon  the  conversion  or
                                    exchange  of such  securities  or  upon  the
                                    exercise of the options or rights related to
                                    such securities.

                  (e)  Whenever  the  Conversion  Price  shall  be  adjusted  as
provided in this  Article 5, the Issuer  shall  prepare a statement  showing the
facts requiring such adjustment and the Conversion Price that shall be in effect
after such  adjustment.  The Issuer  shall cause a copy of such  statement to be
sent by mail,  first class  postage  prepaid,  to each Payee of this Note at its
address appearing on the Issuer's records.


                                    ARTICLE 6

                          MERGERS, CONSOLIDATION, SALES

         In the case of any proposed  consolidation or merger of the Issuer with
another entity,  or the proposed sale of all or substantially  all of its assets
to another person or entity, or any proposed  reorganization or reclassification
of the capital stock of the Issuer,  then, as a condition of such consolidation,
merger, sale, reorganization or reclassification,  lawful and adequate provision
shall be made whereby,  in addition to other rights and remedies provided to the
Payee in the Agreement,  the Payee of this Note shall  thereafter have the right
to receive upon the basis and upon the terms and conditions specified herein, in
lieu of the Shares of the Issuer immediately  theretofore purchasable hereunder,
such  Shares,  securities  or  assets as may (by  virtue of such  consolidation,
merger,  sale,  reorganization  or  reclassification)  be issued or payable with
respect  to or in  exchange  for the  number  of  Shares  purchasable  hereunder
immediately  before  such  consolidation,   merger,   sale,   reorganization  or
reclassification.  In any such  case  appropriate  provision  shall be made with
respect to the rights  and  interests  of the Payee of this Note to the end that
the  provisions  hereof shall  thereafter  be  applicable as nearly as may be in
relation to any shares of Shares,  securities or assets  thereafter  deliverable
upon the conversion of this Note.


                                    ARTICLE 7

                            NO RIGHTS AS SHAREHOLDER

         This Note shall not,  except upon its conversion  into Shares,  entitle
the Payee to any of the rights of a shareholder of the Issuer.


                                    ARTICLE 8

                             COVENANTS OF THE ISSUER

         8.1 Transfer Restriction Legend. Each certificate for Shares shall bear
             ---------------------------
a restrictive  legend referring to the Securities Act (and any additional legend
required by (i) any securities laws and (ii) any securities  exchange upon which
such Shares may, at the time of such  exercise be listed)  unless at the time of
exercise such Shares shall be registered under the Securities Act:

         Any certificate  issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a  public  distribution  under a  registration  statement  of the  securities
represented  thereby)  shall also bear such  legend  unless,  in the  opinion of


                                       7
<PAGE>

counsel  for  the  holder  thereof   addressed  to  the  Issuer  the  securities
represented thereby are not, at such time, required by law to bear such legend.

         8.2  Covenants as to Shares.  The Issuer  covenants and agrees that all
              ----------------------
Shares that may be issued upon the conversion of this Note will,  upon issuance,
be validly issued, fully paid and nonassessable,  and free from all taxes, liens
and charges with respect to the issue thereof.

         8.3 Will Reserve Shares. The Issuer will reserve and set apart and have
             -------------------
available for issuance at all times, free from preemptive or other  preferential
rights, the number of Shares deliverable upon the conversion of this Note.


                                    ARTICLE 9

                                  MISCELLANEOUS

         9.1 Governing Law. This Note shall be construed in accordance  with the
             -------------
internal  laws  of the  State  of  Connecticut,  without  giving  effect  to its
conflicts of laws principles.

         9.2 Headings. Article, section and subsection headings in this Note are
             --------
included  herein for  convenience  of reference  only and shall not constitute a
part of this Note for any other purpose.

         9.3  Successors  and Assigns.  The  obligations of the Issuer set forth
              -----------------------
herein shall be binding upon the successors and assigns of the Issuer.

         9.4 Amendments,  Waivers and Consents.  Changes in or additions to this
             ---------------------------------
Note may be made only in the manner specified in Section 9.1 of the Agreement.

         9.5 Waivers.  EXCEPT AS OTHERWISE  SPECIFICALLY  PROVIDED  HEREIN,  THE
             -------
ISSUER,  AND ALL  OTHERS  THAT  MAY  BECOME  LIABLE  FOR ALL OR ANY  PART OF THE
OBLIGATIONS EVIDENCED BY THIS NOTE, HEREBY WAIVES PRESENTMENT, DEMAND, NOTICE OF
NONPAYMENT,  PROTEST AND ALL OTHER  DEMANDS AND NOTICES IN  CONNECTION  WITH THE
DELIVERY,  ACCEPTANCE,  PERFORMANCE OR ENFORCEMENT OF THIS NOTE, AND DOES HEREBY
CONSENT TO ANY NUMBER OF RENEWALS OR  EXTENSIONS  OF THE TIME OF PAYMENT  HEREOF
AND AGREE THAT ANY SUCH RENEWALS OR EXTENSIONS MAY BE MADE WITHOUT NOTICE TO ANY
SUCH PERSONS AND WITHOUT AFFECTING THEIR LIABILITY HEREIN AND DO FURTHER CONSENT
TO THE RELEASE OF ANY PERSON LIABLE HEREON, (ALL WITHOUT AFFECTING THE LIABILITY
OF THE OTHER  PERSONS,  FIRMS,  OR  CORPORATIONS  LIABLE FOR THE PAYMENT OF THIS
NOTE).

         ADDITIONALLY ISSUER AND PAYEE EACH WAIVES THE RIGHT TO TRIAL BY JURY IN
ANY ACTION,  DEFENSE,  COUNTERCLAIM,  CROSSCLAIM  AND/OR ANY FORM OF  PROCEEDING
BROUGHT IN CONNECTION WITH THIS NOTE OR RELATING TO ANY  INDEBTEDNESS  EVIDENCED
HEREBY  AND/OR  ANY  COLLATERAL  NOW  OR  HEREAFTER  SECURING  THIS  NOTE.  THIS
TRANSACTION IS A "COMMERCIAL  TRANSACTION" WITHIN THE MEANING OF CHAPTER 903a OF
THE CONNECTICUT GENERAL STATUTES,  AS AMENDED, AND THE ISSUER HEREBY VOLUNTARILY
AND KNOWLINGLY  WAIVES ANY RIGHT WHICH THE ISSUER MIGHT HAVE HAD TO NOTICE AND A
HEARING UNDER SECTIONS 52-278a to 52-278g, INCLUSIVE, OF THE CONNECTICUT GENERAL


                                       8
<PAGE>

STATUTES,  AS AMENDED,  OR OTHER APPLICABLE  FEDERAL, OR STATE LAW, IN THE EVENT
THAT THE PAYEE (OR ITS  SUCCESSORS OR ASSIGNS) SEEKS ANY  PREJUDGMENT  REMEDY IN
CONNECTION WITH THIS NOTE OR ANY RELATED DOCUMENT.


                            [Signature page follows]









                                       9
<PAGE>


         IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this  Secured
Convertible Promissory Note on the date first above written.

                                                     Q COMM INTERNATIONAL, INC.


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


This Note is secured inter alia,
                     ----- ----
by a Secured Convertible Note
Purchase and Security Agreement,
of even date herewith.











                                       10