Exhibit 10.25


    
      

      

    

    
      Exhibit
        10.25

    

    Q
      COMM INTERNATIONAL, INC.

    STOCK
      OPTION AGREEMENT

    Date:_______________

    


    


    Q
      COMM INTERNATIONAL, Inc.,
      a Utah
      corporation (the “Company”), pursuant to Section 6 of the Company’s 2004 Stock
      Option Plan (the “Plan”), hereby grants to _______________ (the “Optionee”)
      options to purchase a total of ______ shares of the Company’s common stock, par
      value $.001 per share (“Common Stock”), at the price of $____ per
      share
      (the “Exercise Price”) on the terms and conditions set forth herein and in the
      Plan (the “Options”).

    
      	 	
              1.

            	
              Duration.

            


    

    (a)  
        The
      Options are granted as of _____________ (the “Grant Date”) with a vesting start
      date of _______________.

    (b) 
        The
      Options shall expire at and may not be exercised at any time after the close
      of
      business on ___________ (the “Termination Date”).

    
      	 	
              2.

            	
              Vesting.

            


    

    The
      Options shall vest and be exerciseable ratably over 
____________________.

    3.    Qualification
      as Incentive Stock Option. 

    It
      is
      intended that these options will qualify as “Incentive Stock Options” as defined
      in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). If
      at any time, these options no longer qualify as “Incentive Stock Options,” they
      shall constitute “non-qualified stock options”, subject to Section 83 of the
      Code.

     

    
      	 	
              4.

            	
              Written
                Notice of Exercise.

            


    

    The
      Options, to the extent they are exercisable as provided in Section 10 herein,
      may be exercised only by delivering to the Secretary of the Company, at its
      principal office within the time specified in Paragraph 1 hereof or such shorter
      time as is otherwise provided for herein, a written notice of exercise
      substantially in the form described in Section 10 together with a payment equal
      to the product obtained by multiplying the Exercise Price by the number of
      Options being exercised.

    
      	 	
              5.

            	
              Anti-Dilution
                Provisions.

            


    

    (a)  
        If
      there
      is any stock dividend or recapitalization resulting in a stock split, or
      combination or exchange of shares of Common Stock of the Company, the aggregate
      number of shares of Common Stock then subject to the Options shall be
      proportionately and appropriately adjusted; no change shall be made in the
      aggregate Exercise Price to be paid for all shares subject to the Options,
      but
      the aggregate Exercise Price shall be allocated among all shares subject to
      the
      Options after giving effect to the adjustment; provided, however, that any
      fractional shares resulting from any such adjustment shall be
      eliminated.

    (b)  
        If
      there
      is any other change in the Common Stock of the Company, including
      recapitalization, reorganization, sale or exchange of assets, exchange of
      shares, offering of subscription rights, or a merger or consolidation in which
      the Company is the surviving corporation, an adjustment, if any, shall be made
      in the shares then subject to the Options as the Company’s Board of Directors
      (the “Board”) or the Compensation Committee of the Board (the “Committee”) may
      deem equitable. Failure of the Board or the Committee to provide for an
      adjustment pursuant to this subparagraph prior to the effective date of any
      Company action referred to herein shall be conclusive evidence that no
      adjustment is required in consequence of such action.

    (c)  
        Notwithstanding
      any other provision of this Agreement, in the event there occurs a “Change in
      Control”, as defined in section 2(d) of the Plan, with respect to the Company,
      all of the Options, not previously forfeited, shall immediately vest and be
      exercisable in full (or, at the election of the Optionee, in part).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

    

    
      	 	
              6.

            	
              Investment
                Representation and Legend of Certificates.

            


    

    The
      Optionee agrees that until such time as a registration statement under the
      Securities Act of 1933, as amended, becomes effective with respect to the
      Options and/or the shares issuable upon exercise of the Options, the Optionee
      is
      taking the Options and will take the stock underlying the Options, for
      investment and not for resale or distribution. The Company shall have the right
      to place upon the face of any stock certificate or certificates evidencing
      shares issuable upon the exercise of the Options such legend as the Board on
      the
      Committee may prescribe for the purpose of preventing disposition of such shares
      in violation of the Securities Act of 1933, as amended.

    
      	 	
              7.

            	
              Non-Transferability.

            


    

    The
      Options shall not be transferable by the Optionee other than by will or by
      the
      laws of descent and distribution, and are exercisable during the lifetime of
      the
      Optionee only by the Optionee.

    
      	 	
              8.

            	
              Certain
                Rights Not Conferred by Option.

            


    

    The
      Optionee shall not, by virtue of holding the Options, be entitled to any rights
      of a stockholder in the Company. 

    
      	 	
              9.

            	
              Expenses.

            


    

    The
      Company shall pay all original issue and transfer taxes with respect to the
      issuance and transfer of shares of Common Stock issuable upon exercise of the
      Options pursuant hereto and all other fees and expenses necessarily incurred
      by
      the Company in connection therewith.

    
      	 	
              10.

            	
              Exercise
                of Options.

            


    

    (a)    The
      Options shall be exercisable, in whole or in part, by written notice of such
      exercise, in the form prescribed by the Board or the Committee, to the Secretary
      of the Company, at its principal office. The notice shall specify the number
      of
      Options being exercised (which number, if less than all of the Options, shall
      be
      100 or a multiple thereof) and shall be accompanied by payment (i) in cash
      or by
      check in the amount of the aggregate Exercise Price for the shares underlying
      such Options or (ii) in such other manner as the Board or the Committee shall
      deem acceptable. 

    (b)    No
      shares
      shall be delivered upon exercise of any Option until all laws, rules and
      regulations that the Board or the Committee may deem applicable have been
      complied with. If a registration statement under the Securities Act of 1933,
      as
      amended, is not then in effect with respect to the shares issuable upon exercise
      of the Options, the Company may require as a condition precedent that the
      Optionee give to the Company a written representation and undertaking,
      satisfactory in form and substance to the Board or the Committee, that he or
      she
      is acquiring the shares for his or her own account for investment and not with
      a
      view to the distribution thereof. 

    (c)    The
      Optionee shall not be considered a record holder of the shares issuable upon
      exercise of an Option until the date on which such person is actually recorded
      as the holder of such stock in the records of the Company.

    (d)   The
      Options, to the extent exercisable under Section 1 hereof, shall be exercisable
      only so long as the Optionee shall continue to be an employee of the Company
      and
      within the 90-day period after the date of termination of his or her employment
      to the extent it was exercisable on the day prior to the date of termination.
      Notwithstanding the foregoing, in no event shall the Options be exercisable
      after the Termination Date.

    (e)   Notwithstanding
      the provisions of Section 10(d) above, in the event the Optionee is unable
      to
      continue his employment with the Company as a result of his total and permanent
      Disability (as defined in Section 2(i) of the Plan), he may, but only within
      180
      days from the date of such Disability, exercise the Options to the extent he
      or
      she was entitled to exercise it at the date of such Disability.

    Notwithstanding
      the foregoing, in no event shall the Options be exercisable after the
      Termination Date.

    (f)   Notwithstanding
      the provisions of Section 10(d) above, in the event of death of the
      Optionee:

    (i)    who,
      at
      the time of his death, was an employee of the Company and who was an employee
      of
      the Company during the entire period beginning on the Grant Date,
      or

     

    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    

     

    (ii)   who
      dies
      within 90 days after the termination of his employment with the Company, and
      who
      was an employee of the Company during the entire period beginning on the Grant
      Date, the Options may be exercised, at any time within 180 days following the
      date of death, by the Optionee’s estate or by a person who acquired the right to
      exercise the Option by bequest or inheritance, but only to the extent of the
      right that would have accrued had the Optionee continued living through the
      remainder of the calendar year in which his death occurred. Notwithstanding
      the
      provisions of this Section (f), in no event shall the Options be exercisable
      after the Termination Date.

    
      	 	
              11.

            	
              Continued
                Employment.

            


    

    Nothing
      herein shall be deemed to create any employment agreement or guaranty of
      continued employment or limit in any way the Company’s right to terminate
      Optionee’s employment at any time.

    
      	 	
              12.

            	
              Construction.

            


    

    Except
      as
      otherwise set forth herein, the Options shall be subject to and governed by
      the
      terms of the Plan. This Agreement is subject to, shall be governed by and shall
      be interpreted consistent with the Plan. Capitalized terms used herein that
      are
      not defined shall have the meaning given to them in the Plan.

    


    
      	 	
              Q
                Comm International, Inc.

            
	 	 
	 	 
	 	
              By:
                ______________________________

            
	 	
              Name:
                

            
	 	
              Title:
                

            


    

    


    


    Accepted
      as of the date first set forth above.

    


    ________________________

    Name:

    


    


    


    
 

     

     

     

     

     

     

     

     

     

     - 3
      -