Exhibit 10.24 - Master Lease Agreement dated August 10, 2004
                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                               4500 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


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              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 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".

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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  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.

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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.      LOCATION 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.

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


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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.

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.

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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 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


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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 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.
                                       7
<PAGE>

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.

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


                                       8
<PAGE>

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                           :     LESSEE                    Date
                                      --------------------    :                                      ---------------------
                                                              :
      VenCore Solutions LLC                                   :     QUINTEK TECHNOLOGIES, INC.
      ----------------------------------------------------    :     ------------------------------------------------------
                                                              :                 FULL LEGAL NAME OF LESSEE
                                                              :
     BY:                                                      :     BY:    /s/ ROBERT STEELE                   CHAIRMAN/CEO
            ----------------------------------------------    :            ------------------------------------------------
                                                              :            ROBERT STEELE                           (TITLE)
THIS MASTER LEASE AGREEMENT WILL NOT BIND LESSOR OR           :
BECOME EFFECTIVE UNTIL AND UNLESS LESSOR ACCEPTS IT           :     BY:
BY SIGNING ABOVE.                                             :            -----------------------------------------------
                                                              :            (TITLE)
                                                              :
                                                              :     BY:
                                                              :            -----------------------------------------------
                                                              :             WITNESS                                (TITLE)
                                                              :
                                                              :
                                                              :             -----------------------------------------------
                                                              :             PRINT NAME OF WITNESS

===========================================================================================================================
</TABLE>
                                       9
<PAGE>
VENCORE SOLUTIONS LLC

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

                                  EXHIBIT A - 1
                                       TO
                          MASTER LEASE AGREEMENT NUMBER
                                      4406


LESSEE NAME AND ADDRESS                         LESSOR NAME AND ADDRESS
QUINTEK TECHNOLOGIES, INC.                      VENCORE SOLUTIONS LLC
17951 LYONS CIRCLE                              4500 SW KRUSE WAY, SUITE 350
HUNTINGTON BEACH, CA 92647                      LAKE OSWEGO, OR 97035


Date of Lease Line Approval:                    August 10, 2004

Funding Expiration Date:                        December 31, 2004

Approved Amount of Lease Line:                  $ 240,000.00

Minimum Funding Amount:                         $ 25,000.00

Initial Monthly Rent Factor:

         Hardware Facility:                     3.45%
         Software Facility:                     6.35%

Initial Lease Term:

         Hardware Facility:                     36 Months
         Software Facility:                     18 Months

Documentation Fees:                             1.25  % of the  total  equipment
                                                invoice amount  included on each
                                                individual Lease Schedule,  or $
                                                250.00, whichever is greater.

Security Deposit Percentage:                    10 %

Security Deposit Amount:                        $  24,000.00  (based on Approved
                                                Amount of Lease Line)

Security Deposit Early Releases:

         Hardware  Facility:  Before releasing  Security Deposits prior to Lease
end the following  three  conditions must exist: 1) Lessor must be in receipt of
Lessee's financial statements (Income / Profit & Loss Statement,  Balance Sheet,
Cash Flow  Statement and Fixed Asset List) that are no more than 30 days old, 2)
Lessee must  demonstrate  that they have cash reserves to service their debt for
at least the subsequent  six months,  and 3) all payments must have been paid as
agreed and all Lease Schedules must be current.
         Software  Facility:  Before releasing  Security  Deposits at the end of
each individual  Lease Schedule,  the following three  conditions must exist: 1)
Lessor must be in receipt of Lessee's  financial  statements  (Income / Profit &
Loss  Statement,  Balance Sheet,  Cash Flow Statement and Fixed Asset List) that
are no more than 30 days old,  2) Lessee  must  demonstrate  that they have cash
reserves to service their debt for at least the  subsequent  six months,  and 3)
all  payments  must have been paid as  agreed  and all Lease  Schedules  must be
current.
                                       11
<PAGE>

On each  individual  Lease Schedule under the Hardware  Facility,  providing the
above  requirements for "early security deposit  releases" have been met, Lessor
will release 50 % of the Security Deposit to Lessee after Lessee has paid Lessor
20 payments. There will be no early releases under the Software Facility.

At the time Security Deposits, or any portion thereof, are released by Lessor to
Lessee,  Lessor will pay 1 % interest per annum on the Security  Deposit  amount
being  released.  At the time of a Security  Deposit  release,  interest will be
calculated  from the date the Security  Deposit was received by Lessor until the
date Lessor releases the Security Deposit.

Minimum Renewal Rent Factor:

         Hardware Facility:                     3.45 % for a  minimum  of  three
                                                months.

         Software Facility:                     6.35%  for a  minimum  of  three
                                                months.

Eligible Equipment:  Scanners,  Computer Hardware and Software. Up to $75,000.00
of the total  Approved  Amount of the Lease line may be  comprised of Soft Costs
("SOFT") where SOFT will include,  but not be limited to, delivery costs, design
and engineering costs, extended warranties, installation costs, labor, leasehold
improvements, maintenance and upgrade contracts, sales tax, software, trade show
booths,  training, and upgrades to any equipment in which Lessor does not hold a
security  interest.  No  equipment  may  be  shipped  to and / or  located  at a
co-location  facility,  or any facility other than Lessee's  principal  place of
business,  unless the  co-location  facility first provides Lessor with a waiver
acknowledging  Lessor's  ownership of the equipment.  All equipment to be leased
must be approved by Lessor.

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 below:

         Software  Facility:  Upon Lease termination and providing Lessee is not
in default,  Lessee will exercise the option to purchase,  providing no Event of
Default has occurred and is then  continuing,  Lessee will at the  expiration of
the Lease  term,  purchase  all,  but not less than all, of the  Equipment.  The
purchase  price will be Ten Percent  (10 %) of each  individual  Lease  Schedule
under the Master Lease.

         Hardware Facility:

                           a) Purchase Option. If Lessee exercises the option to
purchase, then provided no Event of Default has occurred and is then continuing,
Lessee will at the expiration of the Lease term,  renewal term or extension,  as
the case may be,  purchase  all,  but not less than all, of the  Equipment.  The
purchase price shall be the Equipment's  then fair market value ("FMV") plus any
applicable  sales or other  transfer tax. FMV, as applied to a purchase  option,
will be  determined  by Lessor based on a price a willing  buyer would pay and a
willing seller would accept  (neither  buyer nor seller being  compelled to act)
for the  Equipment  as installed  and in use,  giving due  consideration  to its
condition,  utility,  revenue-producing  capability,  and replacement  costs and
shall not exceed 15% of the original cost of Equipment.

                           b) Renewal.  If Lessee exercises the option to renew,
then  provided no Event of Default has occurred and is then  continuing,  Lessee
will at the  expiration  of the Lease term renew the Lease with  respect to all,
but not less than all, of the Equipment  for a period of Three (3) months.  Such
renewal will be upon the terms of the Lease and the  applicable  Lease  Schedule
and the monthly rental amount will be the same as the contracted monthly payment
amount on the applicable Lease Schedule.
                                       12
<PAGE>

                           c) Return. On the expiration of the Lease, or earlier
termination of the Lease, or on Lessee default if Lessor chooses, Lessee, at its
expense,  freight  prepaid with full original value declared and insured,  shall
immediately return all, but not less than all, of the Equipment  unencumbered to
Lessor in good  repair,  condition  and working  order,  ordinary  wear and tear
resulting  from proper use thereof alone  excepted,  by properly  packing it for
shipment and delivering it to any reasonable place designated by Lessor.  Lessee
will also pay  Lessor  an amount  equal to Five  Percent  (5 %) of the  original
invoice amount of the Equipment  specified in the applicable Lease Schedule as a
restocking fee.

                           d) Extension / Automatic Renewal. In the event Lessee
has not exercised one of the three above options  within Five (5) days after the
expiration of the Lease, the Lease will automatically  renew and be extended for
a period of Six (6) months. Payments will continue to be paid in advance and the
first  payment due under the  extension  will be due no later than Ten (10) days
after the expiration of the Lease.

Condition Precedent to Funding:  Prior to issuing any Purchase Orders or funding
any Lease  Schedules,  Lessor must be in receipt of written  authorization  from
Zubair M. Kazi to obtain a Personal Credit Bureau Report from one or more Credit
Reporting Agencies.


The  terms  and  information  set forth  above  are a part of the  Master  Lease
Agreement  Number  4406,  entered  into by and  between  VenCore  Solutions  LLC
("Lessor") and the Lessee set forth above.

The  undersigned  representative  of Lessee  affirms that he or she has read and
understands this Exhibit A - 1 to Master Lease Agreement Number 4406 and is duly
authorized  to execute this Exhibit A - 1 on behalf of the Lessee,  and that, if
Lessee is a  corporation,  this  Exhibit A - 1 is entered  into with  consent of
Lessee's Board of Directors and stockholders, if so required.
<TABLE>
<CAPTION>

LESSOR:                                                       LESSEE:

VENCORE SOLUTIONS LLC                                         QUINTEK TECHNOLOGIES, INC.


<S>                                                           <C>
By:                                                           By:
     ------------------------------------------------              ------------------------------------------------

Name:                                                         Name:    ROBERT STEELE
       ----------------------------------------------                ----------------------------------------------

Title:                                                        Title:   CHAIRMAN/CEO
        ---------------------------------------------                 ---------------------------------------------

Date:                                                         Date:
       ----------------------------------------------                ----------------------------------------------
</TABLE>