Exhibit 4.5

                                     WARRANT

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.


                            QUINTEK TECHNOLOGIES INC.


                        Warrant To Purchase Common Stock

Warrant No.: CCP-001                               Number of Shares: 17,857,000

Date of Issuance: May 17, 2006

Quintek  Technologies  Inc., a California  corporation (the  "Company"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,  Cornell Capital Partners,  LP (the "Holder"),
the registered holder hereof or its permitted assigns,  is entitled,  subject to
the terms set forth below,  to purchase from the Company upon  surrender of this
Warrant,  at any time or times on or after the date hereof,  but not after 11:59
P.M. Eastern Time on the Expiration Date (as defined herein)  Seventeen  Million
Eight Hundred Fifty Seven  Thousand  (17,857,000)  fully paid and  nonassessable
shares of Common Stock (as defined herein) of the Company (the "Warrant Shares")
at  the  exercise  price  per  share  provided  in  Section  1(b)  below  or  as
subsequently adjusted;  provided,  however, that in no event shall the holder be
entitled to exercise  this  Warrant for a number of Warrant  Shares in excess of
that number of Warrant Shares which, upon giving effect to such exercise,  would
cause the aggregate number of shares of Common Stock  beneficially  owned by the
holder  and its  affiliates  to exceed  4.99% of the  outstanding  shares of the
Common  Stock  following  such  exercise,  except  within sixty (60) days of the
Expiration Date (however,  such restriction may be waived by Holder (but only as
to itself and not to any other  holder)  upon not less than 65 days prior notice
to the Company).  For purposes of the foregoing proviso, the aggregate number of
shares of Common Stock beneficially owned by the holder and its affiliates shall
include  the number of shares of Common  Stock  issuable  upon  exercise of this
Warrant with respect to which the  determination  of such proviso is being made,
but shall  exclude  shares of Common  Stock  which  would be  issuable  upon (i)
exercise of the remaining, unexercised Warrants beneficially owned by the holder
and its  affiliates  and (ii)  exercise  or  conversion  of the  unexercised  or
unconverted portion of any other securities of the Company beneficially owned by
the holder and its affiliates  (including,  without limitation,  any convertible


                                       B-1
<PAGE>

notes or preferred  stock)  subject to a limitation  on  conversion  or exercise
analogous  to the  limitation  contained  herein.  Except  as set  forth  in the
preceding sentence,  for purposes of this paragraph,  beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.  For purposes of this Warrant,  in  determining  the number of
outstanding  shares  of  Common  Stock  a  holder  may  rely  on the  number  of
outstanding shares of Common Stock as reflected in (1) the Company's most recent
Form  10-QSB  or Form  10-KSB,  as the case  may be,  (2) a more  recent  public
announcement  by the  Company  or (3) any  other  notice by the  Company  or its
transfer  agent setting forth the number of shares of Common Stock  outstanding.
Upon the written request of any holder,  the Company shall  promptly,  but in no
event later than one (1)  Business  Day  following  the receipt of such  notice,
confirm in writing to any such holder the number of shares of Common  Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the exercise of Warrants (as defined below)
by such  holder and its  affiliates  since the date as of which  such  number of
outstanding shares of Common Stock was reported.

Section 1.

(a) This Warrant is the common stock  purchase  warrant (the  "Warrant")  issued
pursuant to the Securities Purchase Agreement  ("Securities Purchase Agreement")
dated the date hereof  between  the Company and the Buyers  listed on Schedule I
thereto.

(b)  Definitions.  The  following  words and terms as used in this Warrant shall
have the following meanings:

(i)  "Approved  Stock  Plan"  means any  employee  benefit  plan  which has been
approved  by the  Board of  Directors  of the  Company,  pursuant  to which  the
Company's  securities  may be issued to any  employee,  officer or director  for
services provided to the Company.

(ii) "Business  Day" means any day other than  Saturday,  Sunday or other day on
which commercial banks in the City of New York are authorized or required by law
to remain closed.

(iii)  "Closing Bid Price" means the closing bid price of Common Stock as quoted
on  the   Principal   Market  (as  reported  by  Bloomberg   Financial   Markets
("Bloomberg") through its "Volume at Price" function).

(iv) "Common  Stock" means (i) the Company's  common stock,  par value $0.01 per
share,  and (ii) any capital  stock into which such Common Stock shall have been
changed or any capital stock  resulting from a  reclassification  of such Common
Stock.

(v) "Event of Default" means an event of default under the  Securities  Purchase
Agreement,  the  Convertible  Debentures  issued in connection  therewith or the
Investor's Registration Rights Agreement dated the date hereof.

(vi) "Excluded  Securities"  means,  provided such security is issued at a price
which is greater  than or equal to the  arithmetic  average of the  Closing  Bid
Prices of the Common Stock for the ten (10) consecutive trading days immediately


                                      C-2-
<PAGE>

preceding the date of issuance,  any of the  following:  (a) any issuance by the
Company of  securities  in connection  with a strategic  partnership  or a joint
venture (the primary purpose of which is not to raise equity  capital),  (b) any
issuance  by  the  Company  of  securities  as  consideration  for a  merger  or
consolidation  or the  acquisition  of a business,  product,  license,  or other
assets of another person or entity and (c) options to purchase  shares of Common
Stock,  provided  (I) such  options are issued after the date of this Warrant to
employees of the Company within thirty (30) days of such employee's starting his
employment with the Company,  and (II) the exercise price of such options is not
less than the Closing  Bid Price of the Common  Stock on the date of issuance of
such option.

(vii)  "Expiration Date" means the date five (5) years from the Issuance Date of
this Warrant or, if such date falls on a Saturday,  Sunday or other day on which
banks are  required  or  authorized  to be closed in the City of New York or the
State of New  York or on which  trading  does  not take  place on the  Principal
Exchange or  automated  quotation  system on which the Common Stock is traded (a
"Holiday"), the next date that is not a Holiday.

(viii) "Issuance Date" means the date hereof.

(ix)  "Options"  means any  rights,  warrants  or  options to  subscribe  for or
purchase Common Stock or Convertible Securities.

(x) "Other  Securities"  means (i) those  options  and  warrants  of the Company
issued prior to, and outstanding on, the Issuance Date of this Warrant, (ii) the
shares of Common  Stock  issuable  on exercise  of such  options  and  warrants,
provided  such options and warrants are not amended  after the Issuance  Date of
this Warrant and (iii) the shares of Common Stock issuable upon exercise of this
Warrant.

(xi) "Person" means an individual, a limited liability company, a partnership, a
joint venture,  a corporation,  a trust, an  unincorporated  organization  and a
government or any department or agency thereof.

(xii) "Principal  Market" means the New York Stock Exchange,  the American Stock
Exchange,  the Nasdaq National Market, the Nasdaq SmallCap Market,  whichever is
at the time the principal  trading exchange or market for such security,  or the
over-the-counter  market on the  electronic  bulletin board for such security as
reported by  Bloomberg  or, if no bid or sale  information  is reported for such
security by Bloomberg,  then the average of the bid prices of each of the market
makers for such  security  as  reported  in the "pink  sheets"  by the  National
Quotation Bureau, Inc.

(xiii) "Securities Act" means the Securities Act of 1933, as amended.

(xiv) "Warrant" means this Warrant and all Warrants issued in exchange, transfer
or replacement thereof.

(xv)  "Warrant  Exercise  Price" shall be $0.07 or as  subsequently  adjusted as
provided in Section 8 hereof.

                                      C-3-
<PAGE>

(xvi)  "Warrant  Shares"  means the shares of Common Stock  issuable at any time
upon exercise of this Warrant.

(c) Other Definitional Provisions.

(i) Except as  otherwise  specified  herein,  all  references  herein (A) to the
Company  shall be deemed to  include  the  Company's  successors  and (B) to any
applicable law defined or referred to herein shall be deemed  references to such
applicable law as the same may have been or may be amended or supplemented  from
time to time.

(ii) When used in this Warrant,  the words "herein",  "hereof",  and "hereunder"
and words of similar  import,  shall refer to this Warrant as a whole and not to
any  provision  of  this  Warrant,  and the  words  "Section",  "Schedule",  and
"Exhibit"  shall refer to  Sections  of, and  Schedules  and  Exhibits  to, this
Warrant unless otherwise specified.

(iii) Whenever the context so requires, the neuter gender includes the masculine
or feminine, and the singular number includes the plural, and vice versa.

Section 2.                 Exercise of Warrant.

(a) Subject to the terms and conditions hereof, this Warrant may be exercised by
the holder  hereof  then  registered  on the books of the  Company,  pro rata as
hereinafter provided, at any time on any Business Day on or after the opening of
business  on such  Business  Day,  commencing  with the first day after the date
hereof,  and prior to 11:59  P.M.  Eastern  Time on the  Expiration  Date (i) by
delivery of a written notice, in the form of the subscription notice attached as
Exhibit A hereto (the "Exercise Notice"),  of such holder's election to exercise
this  Warrant,  which  notice shall  specify the number of Warrant  Shares to be
purchased,  payment to the Company of an amount  equal to the  Warrant  Exercise
Price(s)  applicable to the Warrant  Shares being  purchased,  multiplied by the
number of Warrant Shares (at the applicable  Warrant Exercise Price) as to which
this Warrant is being  exercised  (plus any applicable  issue or transfer taxes)
(the  "Aggregate  Exercise  Price")  in  cash or wire  transfer  of  immediately
available  funds  and the  surrender  of  this  Warrant  (or an  indemnification
undertaking  with  respect  to this  Warrant  in the case of its loss,  theft or
destruction)  to a common carrier for overnight  delivery to the Company as soon
as  practicable  following  such date  ("Cash  Basis") or (ii) if at the time of
exercise,  the  Warrant  Shares  are not  subject to an  effective  registration
statement  or if an Event of Default has  occurred,  by  delivering  an Exercise
Notice and in lieu of making payment of the Aggregate  Exercise Price in cash or
wire  transfer,  elect instead to receive upon such exercise the "Net Number" of
shares of Common  Stock  determined  according  to the  following  formula  (the
"Cashless Exercise"):

         Net Number = (A x B) - (A x C)
                      -----------------
                              B

                  For purposes of the foregoing formula:

                  A = the total  number of Warrant  Shares with respect to which
                  this Warrant is then being exercised.

                                      C-4-
<PAGE>

                  B = the Closing  Bid Price of the Common  Stock on the date of
                  exercise of the Warrant.

                  C =  the  Warrant  Exercise  Price  then  in  effect  for  the
                  applicable Warrant Shares at the time of such exercise.

          In the event of any exercise of the rights represented by this Warrant
in  compliance  with this  Section 2, the  Company  shall on or before the fifth
(5th)  Business Day  following the date of receipt of the Exercise  Notice,  the
Aggregate  Exercise  Price and this Warrant (or an  indemnification  undertaking
with respect to this Warrant in the case of its loss,  theft or destruction) and
the receipt of the  representations of the holder specified in Section 6 hereof,
if requested  by the Company (the  "Exercise  Delivery  Documents"),  and if the
Common Stock is DTC eligible,  credit such aggregate  number of shares of Common
Stock to which the holder  shall be entitled to the  holder's or its  designee's
balance account with The Depository  Trust Company;  provided,  however,  if the
holder who submitted the Exercise Notice requested  physical  delivery of any or
all of the Warrant Shares,  or, if the Common Stock is not DTC eligible then the
Company shall,  on or before the fifth (5th)  Business Day following  receipt of
the Exercise  Delivery  Documents,  issue and surrender to a common  carrier for
overnight   delivery  to  the  address  specified  in  the  Exercise  Notice,  a
certificate,  registered in the name of the holder,  for the number of shares of
Common  Stock to which the holder  shall be entitled  pursuant to such  request.
Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in
clause  (i) or (ii)  above the  holder of this  Warrant  shall be deemed for all
corporate  purposes to have  become the holder of record of the  Warrant  Shares
with respect to which this Warrant has been exercised.  In the case of a dispute
as to the  determination of the Warrant Exercise Price, the Closing Bid Price or
the  arithmetic  calculation of the Warrant  Shares,  the Company shall promptly
issue to the holder the number of Warrant  Shares that is not disputed and shall
submit the disputed  determinations or arithmetic calculations to the holder via
facsimile  within  one (1)  Business  Day of receipt  of the  holder's  Exercise
Notice.

(b) If the holder and the Company are unable to agree upon the  determination of
the Warrant  Exercise  Price or  arithmetic  calculation  of the Warrant  Shares
within one (1) day of such  disputed  determination  or  arithmetic  calculation
being  submitted to the holder,  then the Company shall  immediately  submit via
facsimile (i) the disputed  determination  of the Warrant  Exercise Price or the
Closing Bid Price to an independent,  reputable  investment banking firm or (ii)
the disputed  arithmetic  calculation of the Warrant Shares to its  independent,
outside  accountant.  The Company shall cause the investment banking firm or the
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

(c) Unless the rights  represented  by this Warrant  shall have expired or shall
have been fully  exercised,  the Company shall, as soon as practicable and in no
event  later  than five (5)  Business  Days  after any  exercise  and at its own
expense, issue a new Warrant identical in all respects to this Warrant exercised
except it shall  represent  rights to  purchase  the  number of  Warrant  Shares


                                      C-5-
<PAGE>

purchasable  immediately  prior to such exercise  under this Warrant  exercised,
less the  number of  Warrant  Shares  with  respect  to which  such  Warrant  is
exercised.

(d) No fractional  Warrant Shares are to be issued upon any pro rata exercise of
this Warrant,  but rather the number of Warrant Shares issued upon such exercise
of this Warrant shall be rounded up or down to the nearest whole number.

(e) If the  Company or its  Transfer  Agent  shall fail for any reason or for no
reason to issue to the holder  within  ten (10) days of receipt of the  Exercise
Delivery Documents,  a certificate for the number of Warrant Shares to which the
holder is entitled or to credit the holder's balance account with The Depository
Trust Company for such number of Warrant  Shares to which the holder is entitled
upon the holder's  exercise of this Warrant,  the Company shall,  in addition to
any other  remedies  under this  Warrant or the  Placement  Agent  Agreement  or
otherwise  available to such holder,  pay as additional  damages in cash to such
holder on each day the issuance of such  certificate  for Warrant  Shares is not
timely  effected an amount  equal to 0.025% of the product of (A) the sum of the
number of Warrant Shares not issued to the holder on a timely basis and to which
the holder is  entitled,  and (B) the Closing Bid Price of the Common  Stock for
the trading day  immediately  preceding the last possible date which the Company
could have issued such Common Stock to the holder without violating this Section
2.

(f) If within ten (10) days after the Company's receipt of the Exercise Delivery
Documents,  the  Company  fails to  deliver a new  Warrant to the holder for the
number of Warrant Shares to which such holder is entitled  pursuant to Section 2
hereof, then, in addition to any other available remedies under this Warrant, or
otherwise  available to such holder, the Company shall pay as additional damages
in cash to such  holder  on each day  after  such  tenth  (10th)  day that  such
delivery of such new Warrant is not timely  effected in an amount equal to 0.25%
of the product of (A) the number of Warrant Shares represented by the portion of
this Warrant  which is not being  exercised and (B) the Closing Bid Price of the
Common Stock for the trading day  immediately  preceding  the last possible date
which the Company could have issued such Warrant to the holder without violating
this Section 2.

(g) Forced Exercise. Provided the shares of Common Stock issuable here under are
registered pursuant to an effective registration  statement,  the Company at its
option shall have the right at any time and from time to time,  if the Company's
Closing  Bid  Price as  quoted  by  Bloomberg,  LP is equal to or  greater  than
fourteen Cents ($0.14) (the "Forced Exercise Price") for twenty (20) consecutive
Trading  Days (the "Forced  Exercise  Pricing  Period"),  to force the Holder to
exercise this Warrant in whole or in part during the next five (5) Trading Days.
In such event the Company shall provide to the Holder  written notice at the end
of  business,  but not later than 5:30 pm EST,  on the last  Trading  Day of the
Forced Exercise Pricing Period (the "Forced Exercise Notice").  The Holder shall
have the five (5)  consecutive  calendar days from the day following  receipt of
the Forced Exercise  Notice,  to exercise this Warrant in whole or in part at or
above the Forced  Exercise Price as the case maybe ("Forced  Exercise  Period").
Furthermore during the Forced Exercise Period the Company shall only be entitled
to force the Holder to exercise an amount equal to one fifth (1/5th) the average
daily volume of the shares of the Company's  Common Stock  traded,  as quoted by
Bloomberg, LP, during the Forced Exercise Pricing Period. Furthermore the Holder
shall have the right to reduce the number of shares of Common  Stock the Company
has forced the Holder to exercise hereunder during the Forced Exercise Period by


                                      C-6-
<PAGE>

such number of shares of the  Company's  Common  Stock  exercised  by the Holder
during the Forced Exercise  Pricing Period.  Provided  however in the event that
the Closing Bid Price of the Company's Common Stock, as quoted by Bloomberg, LP,
during the Forced  Exercise  Period is lower than the Forced  Exercise Price the
Company  shall not have the right to force the Holder to exercise  this Warrant,
in whole or in part.

Section 3.     Covenants as to Common Stock.  The Company hereby covenants and
agrees as follows:

(a) This Warrant is, and any Warrants issued in substitution  for or replacement
of this Warrant will upon issuance be, duly authorized and validly issued.

(b) All  Warrant  Shares  which may be issued  upon the  exercise  of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

(c) During the period within which the rights represented by this Warrant may be
exercised,  the Company will at all times have  authorized and reserved at least
one hundred  percent  (100%) of the number of shares of Common  Stock  needed to
provide for the exercise of the rights then  represented by this Warrant and the
par  value  of said  shares  will at all  times  be less  than or  equal  to the
applicable  Warrant  Exercise  Price. If at any time the Company does not have a
sufficient  number of shares of Common Stock authorized and available,  then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

(d) If at any time after the date hereof the Company  shall file a  registration
statement,  the Company shall include the Warrant Shares issuable to the holder,
pursuant to the terms of this Warrant and shall  maintain,  so long as any other
shares of Common Stock shall be so listed,  such  listing of all Warrant  Shares
from time to time issuable  upon the exercise of this  Warrant;  and the Company
shall  so list on each  national  securities  exchange  or  automated  quotation
system, as the case may be, and shall maintain such listing of, any other shares
of capital  stock of the Company  issuable  upon the exercise of this Warrant if
and so long as any  shares of the same  class  shall be listed on such  national
securities exchange or automated quotation system.

(e) The Company  will not, by  amendment  of its  Articles of  Incorporation  or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to  avoid  the  observance  or  performance  of any of the  terms  to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this  Warrant.  The  Company  will not  increase  the par value of any shares of
Common Stock  receivable  upon the  exercise of this  Warrant  above the Warrant
Exercise  Price  then in effect,  and (ii) will take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

                                      C-7-
<PAGE>

(f) This Warrant will be binding  upon any entity  succeeding  to the Company by
merger,  consolidation  or  acquisition  of  all  or  substantially  all  of the
Company's assets.

Section 4. Taxes. The Company shall pay any and all taxes, except any applicable
withholding,  which may be payable  with respect to the issuance and delivery of
Warrant Shares upon exercise of this Warrant.

Section  5.  Warrant  Holder  Not  Deemed a  Stockholder.  Except  as  otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled  to vote or  receive  dividends  or be deemed  the  holder of shares of
capital stock of the Company for any purpose,  nor shall  anything  contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

Section  6.  Representations  of  Holder.  The  holder of this  Warrant,  by the
acceptance hereof,  represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment  only and not with a view towards,  or
for resale in connection  with, the public sale or  distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the  Securities  Act (an  "Accredited  Investor").  Upon  exercise of this
Warrant the holder shall, if requested by the Company,  confirm in writing, in a
form satisfactory to the Company, that the Warrant Shares so purchased are being
acquired  solely for the holder's own account and not as a nominee for any other
party,  for  investment,  and not with a view toward  distribution or resale and
that such holder is an  Accredited  Investor.  If such  holder  cannot make such
representations  because  they  would  be  factually  incorrect,  it  shall be a
condition to such  holder's  exercise of this  Warrant that the Company  receive
such other  representations  as the Company  considers  reasonably  necessary to
assure the Company that the  issuance of its  securities  upon  exercise of this
Warrant shall not violate any United States or state securities laws.

                                      C-8-
<PAGE>

Section 7.     Ownership and Transfer.

(a) The Company shall maintain at its principal executive offices (or such other
office or agency of the  Company  as it may  designate  by notice to the  holder
hereof), a register for this Warrant, in which the Company shall record the name
and address of the person in whose name this Warrant has been issued, as well as
the name and  address of each  transferee.  The  Company may treat the person in
whose name any  Warrant is  registered  on the  register as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary, but in all
events  recognizing  any  transfers  made in  accordance  with the terms of this
Warrant.

Section 8.  Adjustment  of  Warrant  Exercise  Price and  Number of Shares.  The
Warrant  Exercise  Price and the number of shares of Common Stock  issuable upon
exercise of this Warrant shall be adjusted from time to time as follows:

(a)  Adjustment of Warrant  Exercise Price and Number of Shares upon Issuance of
Common Stock. If and whenever on or after the Issuance Date of this Warrant, the
Company  issues or sells,  or is deemed to have  issued or sold,  any  shares of
Common Stock (other than (i)  Excluded  Securities,  (ii) shares of Common Stock
which are issued or deemed to have been issued by the Company in connection with
an Approved Stock Plan, or (iii) the Other  Securities) for a consideration  per
share less than a price (the  "Applicable  Price") equal to the Warrant Exercise
Price in effect  immediately  prior to such issuance or sale,  then  immediately
after  such issue or sale the  Warrant  Exercise  Price then in effect  shall be
reduced  to an amount  equal to such  consideration  per  share.  Upon each such
adjustment of the Warrant Exercise Price hereunder, the number of Warrant Shares
issuable upon exercise of this Warrant shall be adjusted to the number of shares
determined by multiplying the Warrant Exercise Price in effect immediately prior
to such  adjustment  by the number of Warrant  Shares  issuable upon exercise of
this  Warrant  immediately  prior to such  adjustment  and  dividing the product
thereof by the Warrant Exercise Price resulting from such adjustment.

(b)  Effect on  Warrant  Exercise  Price of  Certain  Events.  For  purposes  of
determining the adjusted  Warrant  Exercise Price under Section 8(a) above,  the
following shall be applicable:

(i)  Issuance of Options.  If after the date  hereof,  the Company in any manner
grants any Options and the lowest  price per share for which one share of Common
Stock is issuable  upon the  exercise of any such Option or upon  conversion  or
exchange of any convertible securities issuable upon exercise of any such Option
is less than the  Applicable  Price,  then such share of Common  Stock  shall be
deemed to be outstanding  and to have been issued and sold by the Company at the
time of the  granting  or sale of such  Option  for such  price per  share.  For
purposes of this Section 8(b)(i), the lowest price per share for which one share
of Common Stock is issuable upon exercise of such Options or upon  conversion or
exchange of such Convertible  Securities shall be equal to the sum of the lowest
amounts of  consideration  (if any)  received or  receivable by the Company with
respect  to any one  share of  Common  Stock  upon the  granting  or sale of the
Option,  upon  exercise  of the Option or upon  conversion  or  exchange  of any
convertible   security  issuable  upon  exercise  of  such  Option.  No  further
adjustment of the Warrant  Exercise Price shall be made upon the actual issuance
of such Common Stock or of such convertible securities upon the exercise of such
Options or upon the actual  issuance of such  Common  Stock upon  conversion  or
exchange of such convertible securities.

                                      C-9-
<PAGE>

(ii) Issuance of Convertible Securities.  If the Company in any manner issues or
sells any  convertible  securities  and the lowest price per share for which one
share of Common Stock is issuable  upon the  conversion  or exchange  thereof is
less than the Applicable  Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of
the issuance or sale of such  convertible  securities  for such price per share.
For the purposes of this Section 8(b)(ii),  the lowest price per share for which
one share of Common Stock is issuable upon such  conversion or exchange shall be
equal to the sum of the lowest  amounts of  consideration  (if any)  received or
receivable  by the Company  with  respect to one share of Common  Stock upon the
issuance or sale of the convertible  security and upon conversion or exchange of
such convertible  security.  No further adjustment of the Warrant Exercise Price
shall be made upon the actual  issuance of such Common Stock upon  conversion or
exchange of such convertible  securities,  and if any such issue or sale of such
convertible securities is made upon exercise of any Options for which adjustment
of the  Warrant  Exercise  Price  had been or are to be made  pursuant  to other
provisions of this Section 8(b), no further  adjustment of the Warrant  Exercise
Price shall be made by reason of such issue or sale.

(iii)  Change in  Option  Price or Rate of  Conversion.  If the  purchase  price
provided for in any Options, the additional consideration,  if any, payable upon
the issue, conversion or exchange of any convertible securities,  or the rate at
which any convertible securities are convertible into or exchangeable for Common
Stock changes at any time,  the Warrant  Exercise Price in effect at the time of
such change  shall be adjusted  to the Warrant  Exercise  Price which would have
been in effect at such time had such Options or convertible  securities provided
for such changed purchase price, additional  consideration or changed conversion
rate, as the case may be, at the time initially granted,  issued or sold and the
number of  Warrant  Shares  issuable  upon  exercise  of this  Warrant  shall be
correspondingly readjusted. For purposes of this Section 8(b)(iii), if the terms
of any Option or  convertible  security that was  outstanding as of the Issuance
Date of this  Warrant are  changed in the manner  described  in the  immediately
preceding  sentence,  then such Option or  convertible  security  and the Common
Stock deemed  issuable upon  exercise,  conversion or exchange  thereof shall be
deemed to have been issued as of the date of such change. No adjustment pursuant
to this  Section  8(b)  shall  be made if such  adjustment  would  result  in an
increase of the Warrant Exercise Price then in effect.

(c)  Effect on  Warrant  Exercise  Price of  Certain  Events.  For  purposes  of
determining  the adjusted  Warrant  Exercise Price under Sections 8(a) and 8(b),
the following shall be applicable:

(i)  Calculation  of  Consideration  Received.  If any Common Stock,  Options or
convertible  securities are issued or sold or deemed to have been issued or sold
for cash,  the  consideration  received  therefore  will be deemed to be the net
amount  received  by the  Company  therefore.  If any Common  Stock,  Options or
convertible  securities are issued or sold for a consideration  other than cash,
the amount of such consideration  received by the Company will be the fair value


                                     C-10-
<PAGE>

of such  consideration,  except where such consideration  consists of marketable
securities,  in which case the amount of  consideration  received by the Company
will be the  market  price of such  securities  on the date of  receipt  of such
securities. If any Common Stock, Options or convertible securities are issued to
the owners of the  non-surviving  entity in connection  with any merger in which
the Company is the surviving entity, the amount of consideration  therefore will
be deemed to be the fair value of such portion of the net assets and business of
the  non-surviving  entity as is attributable  to such Common Stock,  Options or
convertible securities,  as the case may be. The fair value of any consideration
other than cash or securities will be determined  jointly by the Company and the
holders of Warrants  representing at least  two-thirds (b) of the Warrant Shares
issuable  upon exercise of the Warrants  then  outstanding.  If such parties are
unable to reach agreement  within ten (10) days after the occurrence of an event
requiring   valuation  (the   "Valuation   Event"),   the  fair  value  of  such
consideration  will be determined  within five (5) Business Days after the tenth
(10th) day following the Valuation Event by an independent,  reputable appraiser
jointly  selected by the Company  and the  holders of Warrants  representing  at
least  two-thirds  (b) of the  Warrant  Shares  issuable  upon  exercise  of the
Warrants then  outstanding.  The  determination of such appraiser shall be final
and binding upon all parties and the fees and expenses of such  appraiser  shall
be borne jointly by the Company and the holders of Warrants.

(ii)  Integrated  Transactions.  In case any Option is issued in connection with
the issue or sale of other  securities of the Company,  together  comprising one
integrated  transaction in which no specific  consideration is allocated to such
Options by the parties  thereto,  the Options will be deemed to have been issued
for a consideration of $.01.

(iii) Treasury Shares.  The number of shares of Common Stock  outstanding at any
given time does not  include  shares  owned or held by or for the account of the
Company,  and the  disposition of any shares so owned or held will be considered
an issue or sale of Common Stock.

(iv) Record Date.  If the Company  takes a record of the holders of Common Stock
for  the  purpose  of  entitling  them  (1)  to  receive  a  dividend  or  other
distribution  payable in Common Stock,  Options or in convertible  securities or
(2)  to  subscribe  for  or  purchase  Common  Stock,   Options  or  convertible
securities,  then such record date will be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.

(d)  Adjustment of Warrant  Exercise  Price upon  Subdivision  or Combination of
Common  Stock.  If the  Company at any time after the date of  issuance  of this
Warrant  subdivides (by any stock split,  stock  dividend,  recapitalization  or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
greater number of shares, any Warrant Exercise Price in effect immediately prior
to such subdivision will be proportionately  reduced and the number of shares of
Common Stock  obtainable  upon exercise of this Warrant will be  proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination,  reverse stock split or otherwise) one or more classes
of its outstanding  shares of Common Stock into a smaller number of shares,  any
Warrant Exercise Price in effect  immediately  prior to such combination will be
proportionately  increased  and the  number  of  Warrant  Shares  issuable  upon


                                     C-11-
<PAGE>

exercise of this Warrant will be proportionately decreased. Any adjustment under
this Section  8(d) shall  become  effective at the close of business on the date
the subdivision or combination becomes effective.

(e) Distribution of Assets. If the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of
Common  Stock,  by way of return of capital  or  otherwise  (including,  without
limitation,  any  distribution of cash, stock or other  securities,  property or
options  by  way  of  a   dividend,   spin  off,   reclassification,   corporate
rearrangement  or other similar  transaction)  (a  "Distribution"),  at any time
after the issuance of this Warrant, then, in each such case:

(i) any  Warrant  Exercise  Price in  effect  immediately  prior to the close of
business  on the record  date fixed for the  determination  of holders of Common
Stock entitled to receive the Distribution shall be reduced, effective as of the
close of business on such record date, to a price determined by multiplying such
Warrant  Exercise  Price by a fraction of which (A) the  numerator  shall be the
Closing Sale Price of the Common Stock on the trading day immediately  preceding
such  record date minus the value of the  Distribution  (as  determined  in good
faith by the  Company's  Board of  Directors)  applicable to one share of Common
Stock,  and (B) the  denominator  shall be the Closing  Sale Price of the Common
Stock on the trading day immediately preceding such record date; and

(ii) either (A) the number of Warrant  Shares  obtainable  upon exercise of this
Warrant  shall be  increased to a number of shares equal to the number of shares
of Common  Stock  obtainable  immediately  prior to the close of business on the
record date fixed for the  determination  of holders of Common Stock entitled to
receive the Distribution  multiplied by the reciprocal of the fraction set forth
in  the  immediately  preceding  clause  (i),  or  (B) in  the  event  that  the
Distribution  is of common stock of a company  whose common stock is traded on a
national  securities exchange or a national automated quotation system, then the
holder of this Warrant shall receive an  additional  warrant to purchase  Common
Stock,  the terms of which shall be identical to those of this  Warrant,  except
that such warrant shall be exercisable  into the amount of the assets that would
have been payable to the holder of this Warrant pursuant to the Distribution had
the holder exercised this Warrant immediately prior to such record date and with
an  exercise  price  equal to the  amount  by which the  exercise  price of this
Warrant was decreased with respect to the Distribution  pursuant to the terms of
the immediately preceding clause (i).

(f)  Certain  Events.  If any  event  occurs  of the  type  contemplated  by the
provisions of this Section 8 but not expressly  provided for by such  provisions
(including,  without  limitation,  the  granting of stock  appreciation  rights,
phantom stock rights or other rights with equity  features),  then the Company's
Board of Directors will make an appropriate  adjustment in the Warrant  Exercise
Price and the number of shares of Common Stock  obtainable upon exercise of this
Warrant so as to protect  the rights of the holders of the  Warrants;  provided,
except as set forth in section  8(d),that  no such  adjustment  pursuant to this
Section 8(f) will increase the Warrant  Exercise Price or decrease the number of
shares of Common  Stock  obtainable  as  otherwise  determined  pursuant to this
Section 8.

                                     C-12-
<PAGE>

(g) Notices.

(i) Immediately  upon any adjustment of the Warrant  Exercise Price, the Company
will give written notice thereof to the holder of this Warrant, setting forth in
reasonable detail, and certifying, the calculation of such adjustment.

(ii) The Company will give written notice to the holder of this Warrant at least
ten (10) days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or  distribution  upon the Common Stock,
(B) with respect to any pro rata  subscription  offer to holders of Common Stock
or (C) for  determining  rights to vote with  respect to any Organic  Change (as
defined below), dissolution or liquidation, provided that such information shall
be made known to the public  prior to or in  conjunction  with such notice being
provided to such holder.

(iii) The Company will also give written notice to the holder of this Warrant at
least ten (10) days prior to the date on which any Organic  Change,  dissolution
or liquidation  will take place,  provided that such  information  shall be made
known to the public prior to or in  conjunction  with such notice being provided
to such holder.

Section 9.     Purchase Rights; Reorganization, Reclassification, Consolidation,
               Merger or Sale.

(a) In addition to any  adjustments  pursuant to Section 8 above, if at any time
the Company  grants,  issues or sells any  Options,  Convertible  Securities  or
rights to purchase stock, warrants, securities or other property pro rata to the
record  holders of any class of Common Stock (the "Purchase  Rights"),  then the
holder of this Warrant will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable
upon complete  exercise of this Warrant  immediately  before the date on which a
record is taken for the grant,  issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Common Stock
are to be determined for the grant, issue or sale of such Purchase Rights.

(b)  Any  recapitalization,   reorganization,  reclassification,  consolidation,
merger,  sale of all or  substantially  all of the  Company's  assets to another
Person or other  transaction  in each case which is  effected in such a way that
holders  of Common  Stock are  entitled  to  receive  (either  directly  or upon
subsequent  liquidation)  stock,  securities  or assets  with  respect  to or in
exchange for Common Stock is referred to herein as an "Organic Change." Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the "Acquiring  Entity") a written  agreement (in form and substance
satisfactory to the holders of Warrants  representing at least  two-thirds (iii)
of the Warrant Shares  issuable upon exercise of the Warrants then  outstanding)
to deliver to each holder of Warrants in exchange for such Warrants,  a security
of the Acquiring Entity evidenced by a written instrument  substantially similar
in form and  substance  to this Warrant and  satisfactory  to the holders of the
Warrants  (including an adjusted  warrant  exercise price equal to the value for


                                     C-13-
<PAGE>

the Common Stock reflected by the terms of such  consolidation,  merger or sale,
and exercisable for a corresponding  number of shares of Common Stock acquirable
and receivable  upon exercise of the Warrants  without regard to any limitations
on  exercise,  if the value so  reflected  is less than any  Applicable  Warrant
Exercise Price immediately prior to such  consolidation,  merger or sale). Prior
to the  consummation  of any  other  Organic  Change,  the  Company  shall  make
appropriate  provision  (in form and  substance  satisfactory  to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that each of the  holders  of the
Warrants will  thereafter have the right to acquire and receive in lieu of or in
addition  to (as the case may be) the  Warrant  Shares  immediately  theretofore
issuable and  receivable  upon the exercise of such holder's  Warrants  (without
regard to any  limitations  on  exercise),  such shares of stock,  securities or
assets  that would  have been  issued or payable  in such  Organic  Change  with
respect to or in exchange for the number of Warrant Shares which would have been
issuable and  receivable  upon the exercise of such  holder's  Warrant as of the
date of such Organic  Change  (without  taking into account any  limitations  or
restrictions on the exercisability of this Warrant).

Section 10. Lost,  Stolen,  Mutilated or Destroyed  Warrant.  If this Warrant is
lost, stolen,  mutilated or destroyed, the Company shall promptly, on receipt of
an  indemnification  undertaking  (or, in the case of a mutilated  Warrant,  the
Warrant),  issue a new Warrant of like denomination and tenor as this Warrant so
lost, stolen, mutilated or destroyed.

Section 11.  Notice.  Any  notices,  consents,  waivers or other  communications
required or  permitted  to be given under the terms of this  Warrant  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation  of  receipt is  received  by the  sending  party  transmission  is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally  recognized  overnight
delivery  service,  in each case properly  addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

If to Holder:                       Cornell Capital Partners, LP
                                    101 Hudson Street - Suite 3700
                                    Jersey City, NJ  07302
                                    Attention:        Mark A. Angelo
                                    Telephone:        (201) 985-8300
                                    Facsimile:        (201) 985-8266

With Copy to:                       David Gonzalez, Esq.
                                    101 Hudson Street - Suite 3700
                                    Jersey City, NJ 07302
                                    Telephone:        (201) 985-8300
                                    Facsimile:        (201) 985-8266

                                     C-14-
<PAGE>

If to the Company, to:              Quintek Technologies Inc.
                                    17951 Lyon Circle
                                    Huntington Beach, CA 92647
                                    Attention:        Robert A. Steele
                                    Telephone:        (714) 848-7741
                                    Facsimile:        (714) 848-7701

With a copy to:                     Sichenzia Ross Friedman Firenze
                                    1065 Avenue of the Americas`
                                    New York, NY 10018
                                    Attention:        Greg Sichenzia, Esq.
                                    Telephone:        (212) 93-9700
                                    Facsimile:        (212) 930-9725

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on Exhibit C hereto,  with copies to such holder's  representatives as set
forth on Exhibit C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this  Warrant.  Each party shall
provide  five days'  prior  written  notice to the other  party of any change in
address or facsimile  number.  Written  confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally  recognized  overnight  delivery  service  shall be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

Section 12. Date.  The date of this Warrant is set forth on page 1 hereof.  This
Warrant, in all events, shall be wholly void and of no effect after the close of
business  on  the  Expiration  Date,  except  that   notwithstanding  any  other
provisions  hereof,  the provisions of Section 8(b) shall continue in full force
and effect after such date as to any Warrant Shares or other  securities  issued
upon the exercise of this Warrant.

Section 13.  Amendment  and Waiver.  Except as otherwise  provided  herein,  the
provisions  of the  Warrants  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company has  obtained  the  written  consent of the holders of
Warrants  representing  at least  two-thirds of the Warrant Shares issuable upon
exercise of the Warrants then  outstanding;  provided  that,  except for Section
8(d),  no such action may  increase the Warrant  Exercise  Price or decrease the
number of shares  or class of stock  obtainable  upon  exercise  of any  Warrant
without the written consent of the holder of such Warrant.

Section 14. Descriptive Headings; Governing Law. The descriptive headings of the
several  sections and  paragraphs  of this Warrant are inserted for  convenience
only and do not  constitute a part of this Warrant.  The  corporate  laws of the
State of California  shall govern all issues  concerning the relative  rights of
the  Company  and  its   stockholders.   All  other  questions   concerning  the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by the  internal  laws of the State of New  Jersey,  without  giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New Jersey or any other jurisdictions) that would cause the application
of the laws of any jurisdictions  other than the State of New Jersey. Each party


                                     C-15-
<PAGE>

hereby  irrevocably  submits  to the  exclusive  jurisdiction  of the  state and
federal courts sitting in Hudson County and the United States District Court for
the District of New Jersey,  for the adjudication of any dispute hereunder or in
connection herewith or therewith, or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding,  any claim that it is not personally  subject to the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

Section 15. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO
TO ENTER INTO THIS WARRANT,  THE PARTIES  HERETO HEREBY WAIVE ANY RIGHT TO TRIAL
BY JURY IN ANY LEGAL  PROCEEDING  RELATED IN ANY WAY TO THIS WARRANT  AND/OR ANY
AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                     C-16-
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as
of the date first set forth above.

                                      QUINTEK TECHNOLOGIES INC.

                                      By: /s/ ROBERT A. STEELE
                                          --------------------
                                      Name: Robert A. Steele
                                      Title: Chief Executive Officer




                                     C-17-