Exhibit 10.6

VenCore Solutions LLC
4500 SW Kruse Way, Suite 350 o Lake Oswego, OR 97035
503.699.4997 o FAX:  503.675.3136

                             MASTER LEASE AGREEMENT
                                   NUMBER 4406

LESSEE NAME AND ADDRESS                                  LESSOR NAME AND ADDRESS
QUINTEK TECHNOLOGIES, INC.                                 VenCore Solutions llc
17951 LYONS CIRCLE                                   500 SW KRUSE WAY, SUITE 350
HUNTINGTON BEACH, CA 92647                                 LAKE OSWEGO, OR 97035

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                              Terms and Conditions
1.       LEASE LINES AND LEASES.

a)       Lease  Lines.  LESSOR and LESSEE  hereby agree that LESSOR will acquire
         and lease to LESSEE,  EQUIPMENT  with an  aggregate  value of up to the
         amount  specified  under  "Approved  Amount of Lease Line" on the Lease
         Line  Schedule  attached as Exhibit A-1 to this Master Lease  Agreement
         (such commitment is referred to as a "LEASE LINE").  From time to time,
         LESSOR  and  LESSEE  may (but  are  under no  obligation  to)  agree to
         establish one or more  additional  LEASE LINES pursuant to which LESSOR
         agrees to acquire  and lease to  LESSEE,  EQUIPMENT  with an  aggregate
         value of up to the amount  specified for each such LEASE LINE. For each
         LEASE LINE agreed by the  parties,  LESSOR and LESSEE  will  execute an
         additional  Exhibit A to this  Master  Lease  Agreement,  and each such
         Exhibit A will be numbered  sequentially  (i.e.,  designated as Exhibit
         A-2,  Exhibit A-3, etc.) and will  incorporate the terms of this Master
         Lease Agreement.  No LEASE LINE shall be established,  and LESSOR shall
         have no liability or obligation under any LEASE LINE,  unless and until
         the appropriate Exhibit A is executed by both LESSOR and LESSEE.

b)       Leases.  LESSOR and LESSEE  agree that the terms of this  Master  Lease
         Agreement  shall apply to and be  incorporated  by  reference in one or
         more Lease  Schedules,  each of which  reference(s)  the  Master  Lease
         Agreement  Number  indicated above. The word "LEASE" shall mean any one
         of the individual  Lease Schedules  executed  hereunder,  each of which
         shall  incorporate  the  terms  and  conditions  of this  Master  Lease
         Agreement  (including the terms  specified on the applicable  Exhibit A
         hereto,  as  determined  below) and shall be  evidenced by the original
         Lease Schedule and an attached copy of this Master Lease Agreement. The
         word "LEASES" shall mean all of the individual Lease Schedules executed
         under  and  incorporating  the  terms of this  Master  Lease  Agreement
         collectively.  The word "EQUIPMENT" shall mean (i) for purposes of each
         LEASE,  the EQUIPMENT,  which is the subject of such LEASE,  as defined
         and described in the applicable Lease Schedule,  and/or (ii) all of the
         EQUIPMENT subject to all of the LEASES,  collectively,  in each case as
         the context may require.  Each Lease Schedule will include an EQUIPMENT
         description, the EQUIPMENT location, the minimum lease term and payment
         and security deposit information.  Each LEASE shall be enforceable upon
         execution  by  LESSEE  and  subsequent   counter-signature   by  LESSOR
         indicating acceptance. By entering into each Lease Schedule, LESSOR and
         LESSEE agree that (i) the  transaction  effected by the Lease  Schedule
         constitutes  a lease  funding  by LESSOR  under the LEASE  LINE then in
         effect,   (ii)  LESSOR's   remaining  funding   obligations  under  the

Master Lease Agreement
Confidential                                                   ________(initial)
                                       1
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         applicable  LEASE  LINE  shall be  reduced  accordingly,  and (iii) the
         initial   lease   period,   the  initial  rent  payment   amount,   the
         documentation   fees,   the  security   deposit   payment  and  release
         requirements,  the renewal rent payment amounts applicable to the LEASE
         shall be determined  pursuant to the applicable LEASE LINE, as outlined
         on the Exhibit A to this Master Lease Agreement which specifies a "Date
         of Lease Line  Approval"  occurring  on or before the date of the Lease
         Schedule and a "Funding  Expiration  Date"  occurring after the date of
         acceptance of the Lease Schedule by LESSOR, and shall be set forth with
         specificity on the applicable Lease Schedule.

2.       RENTAL  PAYMENTS.  Unless  otherwise  agreed in writing,  each  regular
         periodic payment of rent due during the term of each LEASE shall be due
         on either the tenth (10th) day of the month or the twenty-fifth  (25th)
         day of the month (the  "billing  date").  The first  billing date under
         each LEASE  where  LESSEE's  acceptance  occurred  after the  twentieth
         (20th)  day of the  month  and  prior  to the  sixth  (6th)  day of the
         following month shall be the tenth (10th) day of the month  immediately
         following  LESSEE's  acceptance  of  the  EQUIPMENT,  or,  if  LESSEE's
         acceptance occurs after the fifth (5th) day of a month and prior to the
         twenty-first (21st) day of the month, then the first billing date shall
         be the  twenty-fifth  (25th) day of the month that LESSEE completed its
         acceptance of the EQUIPMENT.  On the date of acceptance of EQUIPMENT by
         LESSEE,  LESSEE  shall pay to  LESSOR  pro rated  rent,  together  with
         applicable  taxes,  from the date of acceptance of the EQUIPMENT  until
         the first billing date as interim  rent. In addition,  LESSEE shall pay
         to LESSOR, on demand by LESSOR, an amount equal to one thirtieth (1/30)
         of the  proportional  monthly  rental  payment  per day for any  amount
         funded by LESSOR  prior to  acceptance  of the  EQUIPMENT  by LESSEE as
         additional interim rent. LESSEE agrees to pay rent for the minimum term
         specified on the Lease  Schedule,  commencing on the first billing date
         and continuing  until the EQUIPMENT is returned to LESSOR on expiration
         or earlier  termination of the LEASE. Each periodic rental  installment
         shall be the sum set forth on the applicable  Lease Schedule,  plus any
         applicable  sales  and/or use taxes,  and shall,  at  LESSOR's  option,
         include a pro rata portion of that year's property tax.  Payments shall
         be made by LESSEE at LESSOR's  address set forth herein or as otherwise
         directed by LESSOR.  LESSEE shall not abate, set off, deduct any amount
         or reduce any payment for any reason without the prior written  consent
         of LESSOR. Payments are delinquent if not in LESSOR's possession by the
         due date.

3.       COMMENCEMENT  AND  TERMINATION.   The  LEASE  term  shall  commence  on
         acceptance of the EQUIPMENT by LESSEE. The LEASE shall terminate on the
         expiration  of its  minimum  term in  months  as set forth in the Lease
         Schedule  following the first billing date and the  fulfillment  of all
         obligations  of LESSEE  thereunder or upon notice by LESSOR in the case
         of LESSEE  default.  In the  event  LESSEE  retains  part or all of the
         EQUIPMENT  beyond  the term of the  LEASE,  then the terms of the LEASE
         shall stay in effect during such hold-over period,  subject to LESSOR's
         right on default to terminate the LEASE.

4.       NO WARRANTIES BY LESSOR. LESSOR makes no warranty,  express, implied or
         statutory, as to any matter whatsoever,  including, without limitation,
         the condition of the EQUIPMENT,  its merchantability or its fitness for
         any particular purpose,  and as to LESSOR,  LESSEE leases the EQUIPMENT
         "AS IS".


Master Lease Agreement
Confidential                                                   ________(initial)

                                       2
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5.       CHOICE OF LAW,  VENUE AND  JURISDICTION.  The LEASE  shall be deemed to
         have been made and shall be  construed in  accordance  with the laws of
         the State of  Oregon.  Any and all suits or  actions  to enforce or for
         breach of the LEASE must be  instituted  and  maintained  in  Multnomah
         County,  State of  Oregon,  and  LESSEE  expressly  agrees to submit to
         personal jurisdiction in such venue.

6.       ASSIGNMENT.  Without LESSOR's prior written  consent,  LESSEE shall not
         assign,  transfer,  pledge,  hypothecate  or  otherwise  dispose of the
         LEASE,  any  interest  therein,  or sublease or loan the  EQUIPMENT  or
         permit it to be used by anyone other than LESSEE or LESSEE's  qualified
         employees. LESSOR may assign the LEASE and/or grant a security interest
         in the  EQUIPMENT,  in  whole  or in  part,  to one or more  assignees,
         without  notice to LESSEE.  LESSOR's  assignee(s)  and/or  the  secured
         party(ies)  may  reassign  the LEASE,  and/or  such  security  interest
         without notice to LESSEE.  Each such assignee and/or such secured party
         shall have all rights of LESSOR under the LEASE,  but no such  assignee
         or secured  party shall be bound to perform any  obligation  of LESSOR.
         LESSEE  shall  recognize  each such  assignment  and  shall not  assert
         against any assignee and/or secured party any defense,  counterclaim or
         setoff  it may  have  against  LESSOR.  LESSEE  acknowledges  that  any
         assignment or transfer by LESSOR shall not materially  change  LESSEE's
         duties or  obligations  under the LEASE  nor  materially  increase  the
         burdens or risks imposed on LESSEE.

7.       SELECTION AND  ACCEPTANCE  OF  EQUIPMENT.  LESSEE has selected both the
         EQUIPMENT  and the  supplier(s)  from whom  LESSOR is to  purchase  the
         EQUIPMENT.  LESSEE  shall  arrange  for  transportation,  delivery  and
         installation of the EQUIPMENT at LESSEE's expense.  LESSEE acknowledges
         that it has  examined  the  EQUIPMENT  as fully as it  desires.  If the
         EQUIPMENT is not properly  installed,  its delivery is delayed, it does
         not operate as represented by the  supplier(s) or it is  unsatisfactory
         for any reason,  LESSEE shall make no claim on account  thereof against
         LESSOR.  LESSEE  authorizes  LESSOR  to  insert  in the  LEASE or other
         documents the serial numbers and other  identification  information for
         the EQUIPMENT as determined by LESSOR.

8.       SUPPLIER/BROKER NOT AGENT OF LESSOR. LESSEE understands and agrees that
         neither  the   supplier(s),   nor  any  salesperson  or  agent  of  the
         supplier(s),  is an agent of LESSOR.  LESSEE further agrees that if any
         transaction  hereunder is presented to LESSOR by a lease  broker,  that
         such  broker is  acting  as an agent of  LESSEE  and is not an agent of
         LESSOR.  No  salesperson  or agent of the  supplier(s)  or broker(s) is
         authorized to waive or alter any term or condition of the LEASE, and no
         representation  as to the EQUIPMENT or any matter by the supplier(s) or
         broker(s) shall in any way affect LESSEE's duty to pay rent and perform
         its other obligations set forth in the LEASE.

9.       SECURITY DEPOSIT. Security deposits received by LESSOR are to guarantee
         prompt and full payment of rent and the faithful and timely performance
         of all provisions of the LEASE by LESSEE.  Security deposits secure all
         obligations  of LESSEE to LESSOR under the LEASES or otherwise.  Unless
         otherwise  specified in the  applicable  Exhibit A to this Master Lease
         Agreement  or in another  instrument  in  writing  signed by LESSOR and
         LESSEE,  no interest will accrue on the security deposit to the account
         of LESSEE. If LESSEE is not in default under any agreement with LESSOR,
         the  security  deposit  shall  be  returned  to  LESSEE  per the  terms

Master Lease Agreement
Confidential                                                   ________(initial)

                                       3
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         specified in the applicable Exhibit A to this Master Lease Agreement or
         such other  instrument in writing  signed by LESSOR and LESSEE.  In the
         event LESSEE defaults on any of its obligations to LESSOR, LESSOR shall
         have the  right,  but shall  not be  obligated,  to apply the  security
         deposit to cure such default,  and if so applied,  LESSEE shall, within
         ten (10) days,  restore the security deposit to the full amount held by
         LESSOR prior to any application to cure such default.

10.      CANCELLATION  FOR  NON-DELIVERY.  If, within 30 days after the LEASE is
         signed by LESSEE,  the EQUIPMENT has not been delivered to and accepted
         by LESSEE and if LESSOR has accepted the LEASE by signing,  LESSOR,  by
         written notice to LESSEE,  shall have the option at any time thereafter
         to  terminate  LESSOR's  obligation,  if  any,  to  lease  the  subject
         EQUIPMENT to LESSEE.

11.      LEASE TERMINATION OPTIONS. Upon LEASE termination,  and provided LESSEE
         is not in default,  LESSEE will have an option to purchase all, but not
         less than all, of the EQUIPMENT, renew the term of the LEASE, or return
         all, but not less than all, of the EQUIPMENT to LESSOR, as set forth in
         the Exhibit A-1 to the Master Lease Agreement.

12.      OWNERSHIP.  The  EQUIPMENT  shall  at all  times  remain  the  personal
         property of LESSOR. LESSEE will at all times protect and defend, at its
         own cost and expense, the ownership of LESSOR against all claims, liens
         and legal processes of creditors of LESSEE and other persons,  and keep
         the EQUIPMENT free and clear from all such claims, liens and processes.
         If the LEASE is deemed at any time to be one  intended  as  security or
         should LESSOR agree at any time to sell the EQUIPMENT to LESSEE, LESSEE
         agrees that the EQUIPMENT shall secure, in addition to the indebtedness
         set forth in the  LEASE,  indebtedness  at any time  owing by LESSEE to
         LESSOR. Notwithstanding any other terms and conditions of the LEASE, in
         the event that the EQUIPMENT includes computer software,  LESSEE agrees
         that  LESSOR  has not had,  does not have,  nor shall have any title to
         such  computer  software.  LESSEE may have  executed  or may  execute a
         separate software license agreement(s) and LESSEE agrees that LESSOR is
         not a party to nor responsible for any performance  with regard to such
         license agreement(s).

13.      OCATION AND RIGHT OF  INSPECTION.  The  EQUIPMENT  shall be kept at the
         location  specified on the Lease Schedule or, if none is specified,  at
         LESSEE's  address as set forth  therein,  and shall not be removed from
         there without  LESSOR's  prior written  consent.  LESSOR shall have the
         right at any time  during  normal  business  hours and upon  reasonable
         notice to inspect the EQUIPMENT and for that purpose have access to the
         location of the EQUIPMENT.

14.      USE AND  OPERATION.  LESSEE shall use the EQUIPMENT in a careful manner
         and shall  comply  with all laws  relating to its  possession,  use and
         maintenance.  LESSEE represents that the EQUIPMENT shall be used in its
         business or  commercial  concern and that no item of EQUIPMENT  will be
         used for personal, family or household purposes.

15.      REPAIRS AND  ALTERATIONS.  LESSEE shall at its own expense maintain the
         EQUIPMENT in good  repair,  appearance  and  functional  order.  LESSEE
         agrees  to  comply  with  all  maintenance   schedules  and  procedures
         recommended  by the  manufacturer  of the EQUIPMENT  and, if available,
         purchase  or  otherwise  enter  into and  adhere to dealer  maintenance
         contracts.  LESSEE  shall  not  make  any  alterations,   additions  or
         improvements to the EQUIPMENT  without  LESSOR's prior written consent.
         All alterations,  additions or improvements made to the EQUIPMENT shall
         belong to LESSOR.

Master Lease Agreement
Confidential                                                   ________(initial)

                                       4
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16.      LOSS AND  DAMAGE.  LESSEE  shall bear the entire  risk of loss,  theft,
         damage or destruction of the EQUIPMENT from any cause  whatsoever  and,
         as between  LESSOR and  LESSEE,  unless  otherwise  agreed  between the
         parties,  LESSEE shall bear that risk of loss during transportation and
         delivery,  and LESSEE  shall  arrange  and pay for  transportation  and
         delivery.  No loss, theft, damage or destruction of the EQUIPMENT shall
         relieve  LESSEE of the  obligation  to pay rent or to  comply  with any
         other obligation under the LEASE. In the event of damage to any item of
         EQUIPMENT,  LESSEE shall  immediately  place the same in good repair at
         LESSEE's  expense.  If either LESSOR or LESSEE determines that any item
         of  EQUIPMENT is lost,  stolen,  destroyed  or damaged  beyond  repair,
         LESSEE  shall,  at  LESSEE's  option:  (a)  replace  the same with like
         EQUIPMENT in good repair, acceptable to LESSOR; or (b) pay LESSOR a sum
         equal to (i) all amounts due by LESSEE to LESSOR  under the LEASE up to
         the date of the loss, (ii) the unpaid balance of the total rent for the
         remaining  term under the LEASE which is  attributable  to said item of
         EQUIPMENT,  and (iii) an amount equal to eighteen  percent (18%) of the
         original cost of said item of EQUIPMENT,  which the parties agree shall
         represent the fair market value of LESSOR's  residual  interest in said
         item of EQUIPMENT. The amounts in (ii) and (iii) shall be discounted to
         present value at a discount rate of six percent (6%) per annum.

17.      INSURANCE.  LESSEE shall provide and maintain primary insurance against
         loss,  theft,  damage or  destruction of the EQUIPMENT in an amount not
         less  than  the full  replacement  value of the  EQUIPMENT,  with  loss
         payable to LESSOR and with zero deductible. At LESSOR's request, LESSEE
         also shall provide and maintain primary  comprehensive general all risk
         liability  insurance.  Such insurance  shall include,  but shall not be
         limited to, product  liability  coverage,  insuring  LESSOR and LESSEE,
         with a severability of interest endorsement or its equivalent,  against
         any and all loss or  liability  for all  damages,  either  to  persons,
         property or otherwise,  which might result from or happen in connection
         with the condition, use or operation of the EQUIPMENT, with such limits
         and with an insurer satisfactory to LESSOR. Each policy shall expressly
         provide that the insurance as to LESSOR shall not be invalidated by any
         act,  omission  or neglect of LESSEE  and  cannot be  canceled  without
         thirty (30) days written  notice to LESSOR.  As to each policy,  LESSEE
         shall  furnish to LESSOR a  certificate  of insurance  from the insurer
         evidencing the insurance  coverage required by this Section.  If LESSEE
         fails to procure or  maintain  such  insurance,  LESSOR  shall have the
         right,  but shall not be  obligated,  to obtain  such  insurance  as to
         LESSOR's and/or LESSEE's  interests.  In that event, LESSEE shall repay
         to LESSOR the cost thereof with the next payment of rent, together with
         late  charges as set forth in Section 24. For all  EQUIPMENT  leased by
         LESSOR to  LESSEE,  LESSEE  irrevocably  appoints  LESSOR  as  LESSEE's
         attorney-in-fact to make claim for, receive payment of, and execute and
         endorse all documents, checks or drafts received in payment for loss or
         damage  under  such  insurance  policy(ies).  All  obligations  of this
         Section  shall  extend  throughout  the term of the LEASE and until the
         EQUIPMENT is returned to LESSOR.

18.      LIENS AND TAXES.  LESSEE shall keep the EQUIPMENT free and clear of all
         levies,  liens and encumbrances.  LESSEE shall pay LESSOR, on or before
         the due date, all charges and taxes, local, state or federal, which may
         now or hereafter be imposed upon the ownership,  leasing, rental, sale,
         purchase,  possession or use of the EQUIPMENT,  excluding, however, all
         taxes on LESSOR's income.  If LESSEE fails to pay said charges or taxes
         to LESSOR  when due,  LESSOR  shall  have the  right,  but shall not be
         obligated,  to pay said charges or taxes,  and add the same to the next
         payment of rent,  together  with late charges as set out in Section 24.
         LESSEE agrees to pay a reasonable  fee to LESSOR for the  processing of
         property tax payments.
Master Lease Agreement
Confidential                                                   ________(initial)
                                       5
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19.      INDEMNITY.  LESSEE  shall  indemnify  LESSOR  against,  and hold LESSOR
         harmless  from,  any and all claims,  actions,  proceedings,  expenses,
         damages and liabilities, including attorney fees, arising in connection
         with the EQUIPMENT,  including,  without  limitation,  its manufacture,
         selection, purchase, delivery, possession, use, operation or return and
         the recovery of claims under insurance policies thereon. This indemnity
         provision  shall  survive  termination,  cancellation  or breach of the
         LEASE.

20.      MISCELLANEOUS  REPRESENTATIONS  OF LESSEE.  LESSEE and any guarantor of
         the  LEASES  shall  provide  LESSOR  with such  corporate  resolutions,
         financial  statements,  and all other documents regarding the financial
         or credit  condition  of  LESSEE or any  guarantor,  which  LESSOR  may
         request from time to time.  LESSEE  represents  and  warrants  that all
         credit and financial information submitted to LESSOR in connection with
         the  LEASES is  materially  true and  correct in all  respects.  LESSEE
         agrees that LESSOR and/or its assigns may at any time  investigate  the
         credit-worthiness of LESSEE using all available means.

21.      FINANCIAL  STATEMENTS AND FIXED ASSET LISTS.  So long as any monies are
         owed by LESSEE to LESSOR under the terms of any LEASE, and/or until all
         terms under each LEASE have been fulfilled,  LESSEE will provide LESSOR
         with  financial  statements on a monthly basis and will provide  LESSOR
         with fixed asset  lists on a quarterly  basis.  LESSEE  represents  and
         warrants that all credit and financial  information submitted to LESSOR
         in  connection  with the LEASE is  materially  true and  correct in all
         respects.

22.      UNIFORM  PERSONAL  PROPERTY  LEASING  ACT. To the extent  permitted  by
         applicable law, and to the extent the LEASE is governed by the law of a
         jurisdiction  which  has  adopted  a version  of the  Uniform  Personal
         Property  Leasing  Act  (also  known  as  "Uniform  Commercial  Code  -
         Leases"),  the parties hereto agree that:  (1) the  provisions  thereof
         conferring remedies upon a LESSEE or imposing obligations upon a LESSOR
         shall not apply to the LEASE, its  interpretation,  or its enforcement;
         and (2) each LEASE is a Finance Lease as defined by Uniform  Commercial
         Code - Section 2A-103(g).  LESSEE acknowledges that LESSEE has reviewed
         and  approved any written  Supply  Contract(s)  covering the  EQUIPMENT
         purchased  from the  Supplier(s)  for lease to LESSEE.  LESSEE  further
         acknowledges  that LESSOR has informed or advised  LESSEE,  in writing,
         either  previously or in the LEASE, of the following:  (a) the identity
         of the  Supplier(s);  (b) that the  LESSEE  may have  rights  under the
         Supply Contract(s); and (c) that the LESSEE may contact the Supplier(s)
         for a  description  of any such rights LESSEE may have under the Supply
         Contract(s).

23.      FINANCING STATEMENTS. At the request of LESSOR, LESSEE will join LESSOR
         in executing  financing  statements  pursuant to the Uniform Commercial
         Code.  For any and all  EQUIPMENT  leased by LESSOR to  LESSEE,  LESSEE
         hereby  authorizes LESSOR or its agents or assigns to execute financing
         statements on LESSEE's behalf, and to file such financing statements in
         all jurisdictions  where such execution and filing is permitted.  It is
         agreed that a carbon or photocopy  of any  financing  statement  may be
         filed in place of the original and that a copy hereof may be filed as a
         financing statement.

24.      LATE  CHARGES AND  INTEREST.  If LESSEE  fails to pay LESSOR any amount
         when due or, in the case of an amount due to one other than LESSOR,  if
         LESSOR pays an amount on LESSEE's behalf,  then LESSEE shall pay LESSOR
         a late charge of five  percent  (5%) of such  amount for each  calendar
         month or part  thereof for which rent or other sum shall be  delinquent

Master Lease Agreement
Confidential                                                   ________(initial)
                                       6
<PAGE>

        or shall  have  been paid by LESSOR on  LESSEE's  behalf.  LESSEE  also
         agrees to pay LESSOR the sum of thirty-five  dollars  ($35.00) for each
         check of LESSEE's  returned  uncollectable by LESSEE's bank. The amount
         of any charges assessed  hereunder shall be added to and become part of
         the next rental  payment or shall be separately  invoiced,  at LESSOR's
         option.  Interest shall accrue on any unpaid or unreimbursed amounts at
         the maximum rate allowable by law or eighteen percent (18%),  whichever
         is less, from the due date until paid by LESSEE.

25.      TIME IS OF THE  ESSENCE.  Time is of the  essence  of the  LEASE.  This
         provision  shall not be waived by the acceptance on occasion of late or
         defective performance.

26.      DEFAULT.  LESSEE  shall be in default  if (a) LESSEE  shall fail to pay
         rent or any other  amount  provided for under the LEASE within ten (10)
         days after the same  becomes due and  payable;  or (b) LESSEE  fails to
         observe,  keep or perform  any other  provision  of the LEASE or of any
         other  agreement  with LESSOR,  and such failure  shall  continue for a
         period of ten (10) days; or (c) LESSEE shall abandon the EQUIPMENT;  or
         (d) except as inconsistent with Federal  Bankruptcy Law, any proceeding
         in bankruptcy,  receivership or insolvency  shall be commenced  against
         LESSEE or its property or any guarantor or such  guarantor's  property,
         LESSEE  or  any  guarantor   files   voluntarily   for   bankruptcy  or
         reorganization,  or LESSEE or any guarantor makes an assignment for the
         benefit  of its  creditors;  or (e) LESSEE or any  guarantor  makes any
         material  misrepresentation  or  materially  false  statement as to its
         credit or financial  standing in  connection  with the execution or the
         further performance of the LEASE; or (f) any attachment or execution be
         levied on any of  LESSEE's  property;  or (g) LESSEE  permits any other
         entity or person to use the EQUIPMENT without the prior written consent
         of  LESSOR;  or  (h) in the  business  and  affairs  of  LESSEE  or any
         guarantor  there  occurs a  material  change  which  shall  impair  the
         security of the EQUIPMENT or increase  LESSOR's credit risk involved in
         the  LEASE;  or (i)  LESSEE  moves  any  EQUIPMENT  under  LEASE to any
         location  outside of the United States and/or moves any EQUIPMENT under
         LEASE to any other  location not  previously  authorized  in writing by
         LESSOR.

27.      REMEDIES.  In the event of LESSEE default,  LESSOR shall have the right
         and option, but shall not be obligated,  to exercise any one or more of
         the following remedies,  which remedies or any of them may be exercised
         by LESSOR without notice to LESSEE and without any election of remedies
         by LESSOR  and,  if the  obligations  of  LESSEE  are  guaranteed  by a
         guarantor  or  guarantors,  LESSOR  shall not be  obligated  to proceed
         against  any such  guarantor  or  guarantors  before  resorting  to its
         remedies  against LESSEE under the LEASE:  (a) to the extent  permitted
         under  applicable law, LESSOR and/or its agents may,  without notice or
         legal process, enter onto any premises of or under control of LESSEE or
         any agent of LESSEE  where the  EQUIPMENT  may be or is  believed to be
         located and repossess the EQUIPMENT,  disconnecting  and separating all
         thereof from any other property, using all means necessary or permitted
         by law, LESSEE hereby expressly waiving any right of action of any kind
         whatsoever  against  LESSOR  arising  out of such access to or removal,
         repossession or retention of the EQUIPMENT;  (b) LESSOR may declare all
         sums due and to become due under the LEASE  immediately due and payable
         and institute  litigation to collect the same; (c) LESSOR may institute
         litigation to collect all rents and other amounts due as of the date of
         such default  together  with any sums that may accrue up to the date of
         trial; (d) LESSOR may institute  litigation to specifically enforce the

Master Lease Agreement
Confidential                                                   ________(initial

                                       7
<PAGE>

         terms of the LEASE;  (e) LESSOR may terminate the LEASE; (f) LESSOR may
         require  LESSEE to return the EQUIPMENT  pursuant to Section 11; and/or
         (g) LESSOR may pursue any other remedy now, or  hereafter,  existing in
         law or equity. However,  damages for any future rentals and/or LESSOR's
         residual value in the EQUIPMENT shall be discounted to present value at
         a discount  rate equal to six percent  (6%) per annum.  In the event of
         any  default  by  LESSEE  under  the  LEASE,  LESSOR  may at  its  sole
         discretion,  although  it shall  not be  obligated  to do so,  sell the
         EQUIPMENT at a private or public,  cash or credit  sale,  or may re-let
         the  EQUIPMENT  for a term and a rental which may be equal to,  greater
         than, or less than  provided in the LEASE.  Any proceeds of sale or any
         rental payments received under the new lease, less LESSOR's expenses of
         taking  possession,  reasonable  attorney fees and/or  collection fees,
         storage and/or  reconditioning  costs, the costs of sale or re-letting,
         and less  LESSOR's FMV residual in the  EQUIPMENT,  shall be applied to
         LESSEE's  obligations  under the LEASE,  and LESSEE shall remain liable
         for the balance.  LESSEE's  liability shall not be reduced by reason of
         any failure of LESSOR to sell or re-let.

28.      EXPENSES OF  ENFORCEMENT,  ATTORNEY  FEES. In the event of any default,
         LESSEE shall pay LESSOR a sum equal to all expenses, including attorney
         fees, if any,  incurred by LESSOR in connection with the enforcement of
         any of LESSOR's  remedies  and all expenses of  repossessing,  storing,
         repairing,  and  selling or  re-letting  the  EQUIPMENT  together  with
         interest  on  such  amount  at the  maximum  rate  allowable  by law or
         eighteen percent (18%), whichever is less, from the date such amount is
         paid by LESSOR. In the event litigation is instituted to enforce any of
         the terms of the LEASE,  the  prevailing  party  shall be  entitled  to
         recover from the other party such sum as the court may judge reasonable
         as  attorney  fees at trial and upon  appeal,  in addition to all other
         sums provided for by law.

29.      SUCCESSOR  INTERESTS.  Subject to any  prohibition  against  assignment
         contained  herein,  each LEASE  shall be binding  upon and inure to the
         benefit of the heirs, successors and assigns of the parties. As used in
         each LEASE,  the term  "LESSOR"  shall  include any assignee or secured
         party of LESSOR where appropriate.

30.      MULTIPLE  LESSEES.  If more  than  one  LESSEE  is  named  herein,  the
         reference to LESSEE  refers to each and the  liability of each shall be
         joint and several.

31.      NOTICES. Any written notice or demand under the LEASE may be given to a
         party by mail at its address set forth on the Lease Schedule or at such
         address as the party may provide in writing  from time to time.  Notice
         and  demand so made shall be  effective  when  deposited  in the United
         States mail duly addressed with postage prepaid.

32.      WAIVER.  Failure  of LESSOR at any time to require  performance  of any
         provision  of the LEASE  shall not limit any right of LESSOR to enforce
         that  provision,  nor shall any  waiver by LESSOR of any  breach of any
         provision be a waiver of any  succeeding  breach of that provision or a
         waiver of that provision itself or any other provision.

33.      NUMBER AND  CAPTIONS.  As used herein,  the singular  shall include the
         plural,  and the plural the  singular.  All  captions  used  herein are
         intended  solely for convenience of reference and shall in no way limit
         or explain any of the provisions of the LEASE.

Master Lease Agreement
Confidential                                                   ________(initial)

                                       8
<PAGE>

34.      DUPLICATE ENFORCEABLE AS ORIGINAL. LESSEE hereby consents to the use of
         each  original  Lease  Schedule,  along with a  photocopy  of the fully
         executed Master Lease Agreement,  for all purposes  including,  but not
         limited to,  evidence the  applicable  LEASE in litigation or any other
         judicial proceeding.

35.      SEVERABILITY.  If any  provision  of the  LEASE is held  invalid,  such
         invalidity shall not affect other provisions, which can be given effect
         without the invalid provision.

36.      ENTIRE AGREEMENT.  This Master Lease Agreement and each Lease Schedule,
         represent  the  entire,  final and  complete  agreement  of the parties
         pertaining  to  the  lease  of  the  EQUIPMENT  under  such  LEASE  and
         supersedes or replaces all written and oral agreements  heretofore made
         or existing by and between the parties or their representatives insofar
         as the lease of the  EQUIPMENT is  concerned,  and no  modification  or
         addition  to the LEASE  shall be binding  unless  agreed by a corporate
         officer, against whom enforcement is sought.

--------------------------------------------------------------------------------



                           PLEASE REQUEST ANY CHANGES


LESSEE  ACKNOWLEDGES  THAT IT HAS  READ AND  UNDERSTANDS  ALL OF THE  TERMS  AND
CONDITIONS  CONTAINED  IN THIS MASTER LEASE  AGREEMENT  AND THAT THESE TERMS AND
CONDITIONS SHALL GOVERN EACH LEASE ENTERED INTO BY THE PARTIES.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------

<S>                            <C>                                  <C>                       <C>
     LESSOR                    Date   September 8, 2004             LESSEE                    Date   August 16, 2004
                                      --------------------                                           ---------------------
      VenCore Solutions llc                                         QUINTEK TECHNOLOGIES, INC.
      ----------------------------------------------------          ------------------------------------------------------
                                                                    FULL LEGAL NAME OF LESSEE


     BY:    /s/ JAMES PAUL JOHNSON, SR. VP                          BY:    /s/ ROBERT STEELE                   CHAIRMAN/CEO
            ----------------------------------------------                 -----------------------------------------------

         James Paul Johnson,  Senior Vice  President  ROBERT STEELE (TITLE) THIS
MASTER LEASE AGREEMENT WILL NOT BIND LESSOR OR BECOME EFFECTIVE

                                                                    BY:
                                                                           -----------------------------------------------

UNTIL AND UNLESS LESSOR ACCEPTS IT BY SIGNING ABOVE.                                                     (TITLE)

                                                                    BY:    /s/ ANDREW HAAG               CFO
                                                                           -----------------------------------------------
                                                                               WITNESS                   (TITLE)

                                                                           -----------------------------------------------
                                                                                        PRINT NAME OF WITNESS
</TABLE>

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