Exhibit 10.26


    
      

      

    

    
      Exhibit
        10.26

       

      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 date first above written (the “Grant
        Date”).

      (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.

              	
                Non-Qualified
                  Stock Options.

              


      

      The
        Options do not qualify as “Incentive Stock Options” and are hereby designated as
“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 2, 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 issusable 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.

      


      
        
          
            
            

          

          
            1

            
              

            

          

           

        

      

       

      
        	 	
                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 is 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. This Option Agreement is not an employment
        or
        service contract and nothing herein shall be deemed to create in any way
        whatsoever any employment or independent contractor relationship between
        you and
        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 in full (i)
        by
        bank cashier’s or certified check of 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 shall be exercisable only so long as the Optionee shall continue
        to be a
        director of the Company and for 90 days thereafter unless:

      
        
          
            	
                  	(i)	
                    such
                      termination is due to your permanent and total disability (within
                      the
                      meaning of section 22(e)(3) of the Code) or your death, in
                      which case the
                      Option shall continue to be exercisable for a period of one
                      year following
                      such termination;

                  


          

        

      

      
        
          	
                	
                  (ii)

                	
                  the
                    exercise of the Option within such 90-day period following termination
                    would result in liability under Section 16(b) of the Securities
                    Exchange
                    Act of 1934, as amended, in which case the Option will terminate
                    on the
                    earlier of (A) the tenth day after the last date on which exercise
                    would
                    result in such liability or (B) six months and 10 days after
                    the date of
                    your termination as a director of the Company.


                


        

      

      Notwithstanding
        anything contained in this Section 10(d), in no event shall the Options be
        exercisable after the Termination Date.

       

       

      
        	 	
                Q
                  Comm International, Inc.

              
	 	 
	 	
                By:
                  _____________________________________

              
	 	
                Name:
                  

              
	 	
                Title:
                  

              


      

      


      Accepted
        as of the date 

      first
        set forth above.

      


      


      


      ____________________________________

      Name:

      Date:

       

       

      
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