Q COMM INTERNATIONAL INC
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<TITLE>                          Q COMM INTERNATIONAL, INC</TITLE>
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<FONT SIZE=1><PRE>                          Q COMM INTERNATIONAL, INC.

                       Option for the Purchase of 200,000
                             Shares of Common Stock
                                Par Value $0.001

                             STOCK OPTION AGREEMENT

THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION
AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES
THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS
OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE
STATUTES.

      This is to certify that, for value received, JOHN T. HICKEY (the
"Optionee") is entitled to purchase from Q COMM INTERNATIONAL, INC. (the
"Company"), on the terms and conditions hereinafter set forth, all or any part
of 200,000 shares ("Option Shares") of the Company's common stock, par value
$0.001 (the "Common Stock"), at the purchase price of $1.50 per share ("Option
Price"). Upon exercise of this option in whole or in part, a certificate for the
Option Shares so purchased shall be issued and delivered to the Optionee. If
less than the total option is exercised, a new option of similar tenor shall be
issued for the unexercised portion of the options represented by this Agreement.

      This option is granted subject to the following further terms and
conditions:

      1. This option shall vest with respect to a maximum of 200,000 Option
Shares (the "Performance Option Shares"), subject to continued employment by the
Company or its subsidiary, Q Comm, Inc., and become exercisable as stated below
and the option shall expire on April 30, 2004:

      (a)   12,500 Performance Option Shares on each of May 3, and November 3,
            1999, and May 3 and November 3, 2000;

      (b)   10,000 Performance Option Shares on January 1, 2000, if the Company
            secures financing in equity or debt by December 31, 1999 for at
            least $500,000; or 20,000 Performance Option Shares on March 31,
            2000, if the financing is at least $1,000,000; or 30,000 Performance
            Option Shares on March 31, 2000, if the financing is at least
            $1,500,000.

      (c)   10,000 Performance Option Shares on March 31, 2001, if the Company's
            gross revenue from operations for the year ending December 31, 2000,
            as shown on the Company's audited financial statements (the "2000
            Revenue Measure") is at least

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            $6,000,000; or 20,000 Performance Option Shares on March 31, 2001,
            if the 2000 Revenue Measure is at least $8,000,000; or 30,000
            Performance Option Shares on March 31, 2001, if the 2000 Revenue
            Measure is at least $10,000,000; or 40,000 Performance Option Shares
            on March 31, 2001, if the 2000 Revenue Measure is at least
            $12,000,000; or 50,000 Performance Option Shares on March 31, 2001,
            if the 2000 Revenue Measure is at least $14,000,000 and

      (d)   25,000 Performance Option Shares on May 29, 2000, if the average
            Fair Market Value per share of Common Stock (as defined under
            paragraph 3(e), below) over the four week period ending May 26, 2000
            (the "Price Measure") is at least $3.00 per share and the average
            weekly trading volume during said period is at least 20,000 shares;
            or 37,500 Performance Option Shares on May 29, 2000, if the Price
            Measure is at least $4.00 per share and the average weekly trading
            volume during the four week period ending May 26, 2000, is at least
            20,000 shares; or 50,000 Performance Option Shares on May 29, 2000,
            if the Price Measure is at least $5.00 per share and the average
            weekly trading volume during the four week period ending May 26,
            2000, is at least 20,000 shares; or 70,000 Performance Option Shares
            on May 29, 2000, if the Price Measure is at least $6.00 per share
            and the average weekly trading volume during the four week period
            ending May 26, 2000, is at least 20,000 shares.

In the event the Employment Agreement between the Company and Optionee dated May
3, 1999 (the "Employment Agreement"), is terminated by the Company for Cause as
defined in paragraph 14 of the Employment Agreement or is terminated by the
Optionee without Good Reason as defined in paragraph 14 of the Employment
Agreement, the right to exercise this option with respect to any of the
Performance Option Shares shall expire and terminate concurrently with the
termination of employment.

In the event the Employment Agreement is terminated by the Company without Cause
as defined in paragraph 14 of the Employment Agreement or is terminated by the
Optionee with Good Reason as defined in paragraph 14 of the Employment
Agreement, the right to exercise this option with respect to any of the
Performance Option Shares that are subject to vesting on the occurrence of
future events following the date of termination shall immediately vest and be
exercisable in accordance with the terms hereof.

In the event there is a Change in Control of the Company (as hereinafter
defined), the right to purchase all Performance Option Shares vested as of the
date of the Change in Control shall expire 120 days following the date of the
Change in Control, and all Performance Option Shares subject to vesting on the
occurrence of future events following the date of the Change in Control shall
immediately vest and expire 120 days following the date of the Change in
Control. For purposes of this Agreement, a "Change in Control" means the
occurrence of any one or more of the following:

      (i)   Any "person", as such term is used in Sections 13(d) and 14(d) of
            the Securities Exchange Act of 1934, as amended ("Exchange Act"),
            (other than the Company, a majority-owned subsidiary of the Company,
            an affiliate of the Company within the meaning of the Exchange Act,
            or a Company employee benefit plan, including any trustee of such
            plan acting as trustee), is or becomes the "beneficial owner" (as
            defined in Rule 13d-3 under the Exchange Act), directly or
            indirectly, of securities of the Company (or a successor to the
            Company) representing 50% or more of the combined voting power of
            the then outstanding securities of the Company or such successor;


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      (ii)  At any time that the Company has shares registered under the
            Exchange Act at least 50% of the directors of the Company constitute
            persons who were not at the time of their first election to the
            board of directors of the Company, candidates proposed by a majority
            of such board of directors in office prior to the time of such first
            election; or

      (iii) (A) the dissolution of the Company or liquidation of more than 50%
            in value of the Company or a sale of assets involving 50% or more in
            value of the assets of the Company, (B) any merger or reorganization
            of the Company whether or not another entity is the survivor,
            pursuant to which the holders, as a group, of all of the shares of
            the Company outstanding prior to the transaction hold, as a group,
            less than 50% of the combined voting power of the Company or any
            successor company outstanding after the transaction, (C) a
            transaction or related set of transactions (including without
            limitation a merger or tender offer together with a related purchase
            of shares by the tender offeror in the market) pursuant to which the
            holders, as a group, of all of the shares of the Company outstanding
            prior to the transaction hold, as a group, less than 50% of the
            combined voting power of the Company or any successor company
            outstanding after the transaction, or (D) any other event which the
            board of directors of the Company determines, in its discretion,
            would materially alter the structure of the Company or its
            ownership.

      2. In order to exercise this option with respect to all or any part of the
Option Shares for which this option is at the time exercisable, Optionee (or in
the case of exercise after Optionee's death, Optionee's executor, administrator,
heir or legatee, as the case may be) must take the following actions:

      (a)   Deliver to the Corporate Secretary of the Corporation an executed
            notice of exercise in substantially the form of attached to this
            Agreement (the "Exercise Notice") in which there is specified the
            number of Option Shares which are to be purchased under the
            exercised option.

      (b)   Pay the aggregate Option Price for the purchased shares through one
            or more of the following alternatives:

            (i)   full payment in cash or by check made payable to the
                  Corporation's order;

            (ii)  full payment in shares of Common Stock held for the requisite
                  period necessary to avoid a charge to the Company's earnings
                  for financial reporting purposes and valued at Fair Market
                  Value on the Exercise Date (as such term is defined below);

            (iii) full payment through a combination of shares of Common Stock
                  held for the requisite period necessary to avoid a charge to
                  the Company's earnings for financial reporting purposes and
                  valued at Fair Market Value on the Exercise Date and cash or
                  check payable to the Company's order;

            (vi)  full payment effected through a broker-dealer sale and
                  remittance procedure pursuant to which Optionee shall provide
                  concurrent irrevocable written instructions (i) to a brokerage
                  firm to effect the immediate sale of the purchased shares and
                  remit to the Company, out of the sale proceeds available on
                  the


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                  settlement date, sufficient funds to cover the aggregate
                  Option Price payable for the purchased shares plus all
                  applicable Federal, state and local income and employment
                  taxes required to be withheld in connection with such purchase
                  and (ii) to the Company to deliver the certificates for the
                  purchased shares directly to such brokerage firm in order to
                  complete the sale transaction; or

            (v)   full payment through conversion of the option to purchase
                  Option Shares into the number of fully paid and nonassessable
                  Option Shares calculated pursuant to the following formula:

                        X = Y(A-B)
                            ------
                              A

                        where: X  =  the number of Option Shares to be issued to
                        the Optionee;

                        Y  =  the number of Option Shares for which the
                        conversion right is being exercised;

                        A  =  the Fair Market Value per share as of the date of
                        exercise of such conversion right; and

                        B  =  the Option Price with respect to such Option
                        Shares.

      (c)   Furnish to the Corporation appropriate documentation that the person
            or persons exercising the option (if other than Optionee) have the
            right to exercise this option.

      (d)   For purposes of this Agreement, the Exercise Date shall be the date
            on which the executed Exercise Notice shall have been delivered to
            the Company. Except to the extent the sale and remittance procedure
            specified above is utilized in connection with the option exercise,
            payment of the Option Price for the purchased shares must accompany
            such Exercise Notice.

      (e)   For all valuation purposes under this Agreement, the Fair Market
            Value per share of Common Stock on any relevant date shall be
            determined in accordance with the following provisions:

            (i)   If the Common Stock is not at the time listed or admitted to
                  trading on any national securities exchange but is traded on
                  the Nasdaq National Market, the Fair Market Value shall be the
                  mean between the highest "bid" and lowest "offered" quotations
                  of a share of Common Stock on such date (or if none, on the
                  most recent date on which there were bid and offered
                  quotations of a share of Common Stock), as reported by the
                  Nasdaq National Market or any successor system.

            (ii)  If the Common Stock is at the time listed or admitted to
                  trading on any national securities exchange, then the Fair
                  Market Value shall be the closing selling price per share on
                  the date in question on the securities exchange, as such price
                  is officially quoted in the composite tape of transactions on
                  such exchange. If


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                  there is no reported sale of Common Stock on such exchange on
                  the date in question, then the Fair Market Value shall be the
                  closing selling price on the exchange on the last preceding
                  date for which such quotation exists.

            (iii) If the Common Stock is not listed on such date on any national
                  securities exchange nor included in the Nasdaq National
                  Market, but is traded in the over-the-counter market, the
                  highest "bid" quotation of a share of Common Stock on such
                  date (or if none, on the most recent date on which there were
                  bid quotations of a share of Common Stock), as reported on the
                  Nasdaq Smallcap Market or the NASD OTC Bulletin Board, as
                  applicable.

      (f)   Upon such exercise, the Company shall issue and cause to be
            delivered with all reasonable dispatch (and in any event within
            three business days of such exercise) to or upon the written order
            of the Optionee at its address, and in the name of the Optionee, a
            certificate or certificates for the number of full Option Shares
            issuable upon the exercise together with such other property
            (including cash) and securities as may then be deliverable upon such
            exercise. Such certificate or certificates shall be deemed to have
            been issued and the Optionee shall be deemed to have become a holder
            of record of such Option Shares as of the Exercise Date.

      4. The Optionee acknowledges that the shares subject to this option have
not and will not be registered as of the date of exercise of this option under
the Securities Act or the securities laws of any state. The Optionee
acknowledges that this option and the shares issuable on exercise of the option,
when and if issued, are and will be "restricted securities" as defined in Rule
144 promulgated by the Securities and Exchange Commission and must be held
indefinitely unless subsequently registered under the Securities Act and any
other applicable state registration requirements. The Company is under no
obligation to register the securities under the Securities Act or under
applicable state statutes. In the absence of such a registration or an available
exemption from registration, sale of the Option Shares may be practicably
impossible. The Optionee shall confirm to the Company the representations set
forth above in connection with the exercise of all or any portion of this
option.

      5. The number of Option Shares purchasable upon the exercise of this
option and the Option Price per share shall be subject to adjustment from time
to time subject to the following terms. If the outstanding shares of Common
Stock of the Company are increased, decreased, changed into or exchanged for a
different number or kind of shares of the Company through reorganization,
recapitalization, reclassification, stock dividend, stock split or reverse stock
split, the Company or its successors and assigns shall make an appropriate and
proportionate adjustment in the number or kind of shares, and the per-share
Option Price thereof, which may be issued to the Optionee under this Agreement
upon exercise of the options granted under this Agreement. The purchase rights
represented by this option shall not be exercisable with respect to a fraction
of a share of Common Stock. Any fractional shares of Common Stock arising from
the dilution or other adjustment in the number of shares subject to this option
shall rounded up to the nearest whole share.

      6. The Company covenants and agrees that all Option Shares which may be
delivered upon the exercise of this option will, upon delivery, be free from all
taxes, liens, and charges with respect to the purchase thereof; provided, that
the Company shall have no obligation with respect to any income tax liability of
the Optionee and the Company may, in its discretion, withhold such amount or
require the Optionee to make such provision of funds or other consideration as
the Company deems necessary to satisfy any income tax withholding obligation
under federal or state law.


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      7. The Company agrees at all times to reserve or hold available a
sufficient number of shares of Common Stock to cover the number of Option Shares
issuable upon the exercise of this and all other options of like tenor then
outstanding.

      8. This option shall not entitle the holder hereof to any voting rights or
other rights as a shareholder of the Company, or to any other rights whatsoever,
except the rights herein expressed, and no dividends shall be payable or accrue
in respect of this option or the interest represented hereby or the Option
Shares purchasable hereunder until or unless, and except to the extent that,
this option shall be exercised.

      9. The Company may deem and treat the registered owner of this option as
the absolute owner hereof for all purposes and shall not be affected by any
notice to the contrary.

      10. In the event that any provision of this Agreement is found to be
invalid or otherwise unenforceable under any applicable law, such invalidity or
unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall
be given full force and effect to the same extent as though the invalid or
unenforceable provision were not contained herein.

      11. This Agreement shall be governed by and construed in accordance with
the internal laws of the state of Utah, without regard to the principles of
conflicts of law thereof.

      12. Except as otherwise provided herein, this Agreement shall be binding
on and inure to the benefit of the Company and the person to whom an option is
granted hereunder, and such person's heirs, executors, administrators, legatees,
personal representatives, assignees, and transferees.


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      IN WITNESS WHEREOF, the Company has caused this option to be executed by
the signature of its duly authorized officer, effective this 3rd day of May,
1999.

                                                  Q COMM INTERNATIONAL, INC.


                                                  By /s/ [ILLEGIBLE]
                                                     ---------------------------
                                                     Duly Authorized Officer

      The undersigned Optionee hereby acknowledges receipt of a copy of the
foregoing option and acknowledges and agrees to the terms and conditions set
forth in the option.


                                                   /s/ John T. Hickey
                                                   -----------------------------
                                                   John T. Hickey</PRE></FONT></BODY>
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