Emida/Q Comm Merger Frequently Asked Questions

Key messages for Emida/Q Comm Merger Announcement:

§ Merger of Emida and Q Comm creates a large, financially stable company with scale and critical mass in the U.S. prepaid market.

§ The merger positions the company as the premiere payment network in the Americas (North, Central, South America and the Caribbean).

§ Emida is a market leader in developing and implementing customer-driven prepaid wireless, real-time replenishment and top-up solutions.

§ The combined companies deliver an extensive product portfolio, and Emida is a market leader in developing cross-border payment and value transfer solutions.

§ Emida and Q Comm are committed to and focused on providing superior customer service to the retail chain, independent retailer and independent sales organization (ISO) channels.

§ Emida serves the domestic and international carrier market with flexible, scalable systems for rapidly deploying prepaid processing, sales and top-up solutions.

What is the news of the announcement?
Emida and Q Comm have agreed to merge resulting in the creation of the premiere prepaid payment network in the Americas.

Why are you merging?
Emida and Q Comm are merging for several reasons. The three primary reasons are:

1. To create the premiere prepaid network in the Americas. By bringing together Q Comm and Emida, we have taken two complementary companies to create a larger, financially stable company with the scale and critical mass needed to be successful. The combination of Emida and Q Comm results in a retail network of more than 21,000 active prepaid points of sale in retail locations in 21 countries worldwide. They have a combined annual dollar payment volume in excess of $456 million, processing more than 34 million prepaid transactions annually.

2. Increased focus on customer service for the ISO channel. Independent sales organizations and independent retailers obviously have different needs than the large retailers. The new Emida is committed to providing superior customer service to this market. For the first time, ISOs have a major player who is focused exclusively on their needs.

3. Broader Product Portfolio. The two companies provide an extensive product portfolio for prepaid wireless, calling cards and financial services. The product line includes market-leading system capabilities including real-time top up, which allows users the ability to instantly replenish accounts regardless of location. Emida has pioneered the market for cross-border payments, which allows payment across geographies in any currency.

What will the new company be called?
The companies have agreed to continue to leverage the Emida brand known for innovative solutions and customer service.

What does this mean for customers and partners?
This is very good news for them. Both Emida and Q Comm have a strong customer base and partner relationships. Collectively, the new company has the resources and critical mass to make these relationships even better and more beneficial for customer and partners.New retailers and ISOs will be signed up under the Emida brand, while those currently under the Q Comm brand will gradually have their accounts and service level agreements transitioned. It will be business as usual with no stoppage or disruption of service.

What are the financial details of the merger?
This is a non-cash stock-swap merger. Specific details are not disclosed.

Will there be any layoffs or restructuring?
Finance operations will be consolidated in the Emida headquarters in Foothill Ranch, Calif. Beyond that, the combination is enabling a strengthening of resources and management talent in marketing, North America sales and support, and technology.

Who are the main competitors?
PaySpot, part of Euronet Worldwide, is the major U.S. competitor to Q Comm/Emida. In the independent retailer market segment, Emida firmly establishes itself in the top two along with PaySpot. The independent and large retailers have different needs, and we see an opportunity to really focus our efforts on the independent retailers and channel.

What will become of offices and executives?
Dennis Andrews will continue to lead Emida as CEO, and Mike Keough, former CEO of Q Comm, will take responsibility of the company’s North America operations as president. All other officers, with the exception of Q Comm’s CFO will be retained in the new organization. The joint organization will continue corporate operations in Foothill Ranch, Calif. and Salt Lake City.

When will the merger be completed?
The companies have signed a definitive agreement and expect to close the merger on or after July 10, 2007.

Will there be additional acquisition or merger activity?
This merger gives us the critical mass we need to be successful, and we are not actively pursuing other acquisitions or mergers at this time. But we would never rule out another opportunity that makes sense, and we will evaluate all options as they are presented.

Q Comm and Emida both have prepaid platforms. What will be the direction?
The joint teams have set a course whereby the existing Emida system (Debisys Platform) will remain and the Q Comm environment will be supported as a network extension from the Debisys environment. This will enable the quickest and most seamless transition for our partners.

What differentiates the new Emida offering?
With our commitment to a broad product suite and best-in-class customer support, Emida will also leverage its International reach across the Americas to provide leadership in cross-border products for the U.S.-based consumer. Emida is the pioneer in cross-border top-up from the United State for mobile phones in Mexico, and similar products will be announced later this year that leverage Emida’s in-country operations and partnerships across the Americas.

What should your typical U.S. partner, the ISO, expect?
ISOs will see continued focus on their requirements and their business approach. We do not, and will not create a go-to-market approach that competes directly with our ISO partners.

What does this merger mean to the long term direction of Emida?
Emida’s strategy remains intact as we build out a large transaction capability across the Americas and leverage that reach to provide innovative solutions and unique cross-border products. Certainly, in this strategy, the U.S. segment is a major anchor since much of the cross-border payers are in the United States. We expect to continue to grow faster than the industry in all three geographies.

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