EXHIBIT 14


                           Q COMM INTERNATIONAL, INC.


                 CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER,
                 CHIEF FINANCIAL OFFICER, AND FINANCIAL MANAGERS

The Company's Chief Executive Officer (the "CEO"), Chief Financial Officer (the
"CFO"), and all financial managers of Q Comm International, Inc. (the "Company")
are bound by the provisions set forth herein relating to honest and ethical
conduct, including the handling of conflicts of interest and compliance with
applicable laws, rules and regulations:

               1. The CEO, CFO, and financial managers are responsible for
          maintaining the Company's accounting records in accordance with all
          applicable laws, and ensure that the accounting records are proper,
          supported, classified, and do not contain any false or misleading
          entries.

               2. The CEO, CFO, and financial managers are responsible for the
          Company's system of internal financial controls and shall promptly
          bring to the attention of the Chairman of the Audit Committee, any
          information he or she may have concerning:

               a) significant deficiencies and material weaknesses in the design
          or operation of internal control over financial reporting which are
          reasonably likely to adversely affect the Company's ability to record,
          process, summarize and report financial data; and

               b) any fraud, whether or not material, that involves management
          or other employees who have a significant role in the Company's
          financial reporting, disclosures, or internal control over financial
          reporting.

          3. The CEO, CFO and all financial  managers are  responsible for full,
     fair, accurate, timely and understandable disclosure in:

               a) reports and  documents  that the Company files with or submits
          to the SEC; and

               b) the Company's other communications with the public,  including
          both written and oral disclosures, statements and presentations.

          4. The CEO, CFO and all financial managers are not permitted, directly
     or indirectly, to take any action to fraudulently influence, coerce,
     manipulate, or mislead any independent public or certified public
     accountant engaged in the performance of an audit or review of the
     financial statements of the Company that are required to be filed with the



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SEC if such person knew or was unreasonable in not knowing that such action
could, if successful, result in rendering such financial statements materially
misleading. For purposes of this Code of Ethics, actions that "could, if
successful, result in rendering such financial statements materially misleading"
include, but are not limited to, actions taken at any time with respect to the
professional engagement period to fraudulently influence, coerce, manipulate, or
mislead an auditor:>

               a) to issue a report on the Company's financial statements that
          is not warranted in the circumstances (due to material violations of
          generally accepted accounting principles, generally accepted auditing
          standards, or other applicable standards);

               b) not to perform audit, review or other procedures required by
          generally accepted auditing standards or other applicable professional
          standards;

               c) not to withdraw an issued report; or

               d) not to communicate matters to the Audit Committee.

          5. The CEO, CFO and each financial manager shall promptly bring to the
     attention of the Chairman of the Audit Committee any information he or she
     may have concerning:

               a) evidence of a material violation of the securities or other
          laws, rules or regulations applicable to the Company or its employees
          or agents, or

               b) any violation of this Code of Ethics.

          6. The CEO, CFO, and financial managers shall not, during the term of
     their employment with the Company, compete with the Company and may never
     let business dealings on behalf of the Company be influenced, or even
     appear to be influenced, by personal or family interests. The CEO, CFO and
     financial managers shall promptly bring to the attention of the Chairman of
     the Audit Committee any information he or she may have concerning any
     actual or apparent conflicts of interest between personal and professional
     relationships, involving any management or other employees who have a
     significant role in the Company's financial reporting, disclosures or
     internal controls.

          7. The Company is committed to complying with both the letter and the
     spirit of all applicable laws, rules and regulations. The Company intends
     to prevent the occurrence of conduct not in compliance with this Code of
     Ethics and to halt any such conduct that may occur as soon as reasonably


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          possible after its discovery. Allegations of non-compliance will be
     investigated whenever necessary and evaluated at the proper level(s). Those
     found to be in violation of this Code of Ethics, including failures to
     report potential violations by others, are subject to appropriate
     disciplinary action, up to and including termination of employment.
     Criminal misconduct may be referred to the appropriate legal authorities
     for prosecution.

          8. The Company will strive to keep confidential the identity of anyone
     reporting a possible violation. To facilitate the fullest compliance
     possible, and encourage employees to ask questions when presented with
     potential violations, the Company will not tolerate retaliation against any
     employee asking questions or making a good faith report in an attempt to
     comply with this code. Open communication of issues and concerns by all
     employees without fear of retribution or retaliation is vital to the
     successful implementation of this Code. All employees are required to
     cooperate with internal investigation of misconduct and unethical behavior.

          9. Any  waiver of this  Code of  Ethics  may be made only by the Audit
     Committee  and will be promptly  disclosed as required  pursuant to federal
     securities laws, regulations and applicable listing standards.



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