Exhibit 10.5
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                            Quintek Technologies, Inc.
                              Kazi Lease Guarantee

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Guarantee                   Personal  guarantee by Zubair Kazi of up to $300,000
                            equipment lease(s) for the Company.
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Approval                    Attempt Warrants Investor, or its designee,  will be
                            issued  350,000  five-year  warrants  exercisable at
                            $0.10 to  purchase  common  stock in the Company for
                            the execution of initial approval attempt  document.
                            This has already been  executed  and these  warrants
                            will be issued.
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Lease Warrants              In the event a guarantee is signed, the investor, or
                            its  designee,  will be  issued 5 year  warrants  to
                            purchase  common  stock in the  company at $0.10 per
                            share equal to the dollar amount of total  liability
                            at the time of lease execution.  For example, if the
                            company  needs a guarantee on a $200,000  lease then
                            the  Company  will  issue  the  investor   2,000,000
                            five-year  warrants to  purchase  stock at $0.10 per
                            share.  If  the  company  needs  a  guarantee  on  a
                            $300,000  lease  then the  Company  will  issue  the
                            investor  3,000,000  five-year  warrants to purchase
                            stock at $0.10 per share

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Warrant Exercise Price      Warrants  shall be  exercisable at $0.10 (ten cents)
                            into common stock of the company.
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9.9% Rights                 Notwithstanding  anything herein to the contrary, if
                            and to the extent that, on any date,  the holding by
                            the Holder of this  Warrant(s)  would  result in the
                            Holder's being deemed the  beneficial  owner of more
                            than 9.99% of the then Outstanding  shares of Common
                            Stock, then the Holder shall not have the right, and
                            the  Company  shall  not  have  the  obligation,  to
                            convert  any  portion  of this  Warrant(s)  as shall
                            cause such Holder to be deemed the beneficial  owner
                            of more than 9.99% of the then Outstanding shares of
                            Common Stock. If any court of competent jurisdiction
                            shall  determine  that the  foregoing  limitation is
                            ineffective  to prevent a Holder  from being  deemed
                            the beneficial  owner of more than 9.99% of the then
                            Outstanding shares of Common Stock, then the Company
                            shall  prepay  such  portion of this  Warrant(s)  as
                            shall  cause  such  Holder  not  to  be  deemed  the
                            beneficial  owner  of more  than  9.99%  of the then
                            Outstanding   shares  of  Common  Stock.  Upon  such
                            determination by a court of competent  jurisdiction,
                            the Holder shall have no interest in or rights under
                            such portion of the Warrant(s).
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Take out Provision          In the event that the Company does not  refinance or
                            purchase the equipment thereby effectively releasing
                            the investor  from  liability  within 6 months,  the
                            Company will issue the investor stock in the company
                            equal  to  4  times  the  remaining  liability.  For
                            example,  if there is  $100,000  outstanding  on the
                            lease and the stock is  trading  at $0.20 per share,
                            then the investor will be issued 2,000,000 shares of
                            stock.  If there  is  $200,000  outstanding  and the
                            stock is trading at $0.20, then the investor will be
                            issued      4,000,000      shares      of     stock.

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                            Registration  All the warrants will contain standard
                            piggyback registration rights.

Rights
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By signing  below,  the parties  agree that this term sheet forms and  otherwise
creates a preliminary yet formal, binding agreement between the parties. Until a
long-form  definitive  agreement  is  executed  or if for any  reason  it is not
prepared, or executed, this agreement will constitute a binding contract between
the  parties  hereto  and  will  supersede  any  and  all  prior   negotiations,
communications,  agreements and/or understandings, written or oral, with respect
hereto.  This agreement may not be amended or modified  except by mutual written
consent of the parties.  The company and/or  prospective  purchaser  reserve the
right to terminate any agreement  represented  by this term sheet any time prior
to closing.

If any term,  provision,  covenant or condition  of this  agreement is held by a
court of  competent  jurisdiction  to be  invalid,  void or  unenforceable,  the
remainder of the provision  and agreement  shall remain in full force and effect
and shall in no way be effected, impaired or invalidated.


/s/ ANDREW HAAG                             /s/ ZUBAIR KAZI
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Andrew Haag   CFO 7-23-04                   Zubair Kazi       7-23-04
Quintek Technologies, Inc.


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