EXHIBIT 4.1

                           QUINTEK TECHNOLOGIES, INC.

                              2004 STOCK BONUS PLAN


                                 PURPOSE OF PLAN

         WHEREAS,  the  purpose of this 2004 Stock  Bonus Plan is to advance the
interests  of the Company by helping the Company  obtain and retain the services
of persons providing  services upon whose judgment,  initiative,  efforts and/or
services  the Company is  substantially  dependent,  by offering to or providing
those  persons  with  incentives  or  inducements   affording  such  persons  an
opportunity to become owners of capital stock of the Company.

                          TERMS AND CONDITIONS OF PLAN
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         1.       DEFINITIONS.

                  Set forth below are definitions of capitalized  terms that are
generally used throughout this Plan, or references to provisions containing such
definitions  (capitalized terms whose use is limited to specific  provisions are
not referenced in this Section):

                  (a) AFFILIATE - The term  "Affiliate" is defined as any person
 controlling  the Company,  controlled by the Company,  or under common  control
 with the Company.

                  (b) AWARD - The term  "Award" is  collectively  and  severally
 defined as any Award Shares granted under this Plan.

                  (c) AWARD  SHARES - The term  "Award  Shares"  is  defined  as
 shares of Common Stock granted by the Plan Committee in accordance with Section
 6 of this Plan.

                  (d)  BOARD - The  term  "Board"  is  defined  as the  Board of
 Directors of the Company, as such body may be reconstituted from time to time.

                  (e) COMMON STOCK - The term  "Common  Stock" is defined as the
 Company's common stock, no par value.

                  (f)  COMPANY  - The  term  "Company"  is  defined  as  Quintek
 Technologies, Inc., a California corporation.

                  (g) DISPOSED - The term  "Disposed" (or the  equivalent  terms
 "Disposition"  or  "Dispose")  is defined as any transfer or  alienation  of an
 Award  which  would  directly  or  indirectly  change  the legal or  beneficial
 ownership thereof, whether voluntary or by operation of law, or with or without
 the payment or provision of consideration, including, by way of example and not
 limitation:  (i) the sale,  assignment,  bequest or gift of the Award; (ii) any
 transaction  that creates or grants an option,  warrant,  or right to obtain an
 interest  in the  Award;  (iii) any  transaction  that  creates a form of joint
 ownership in the Award  between the  Recipient  and one or more other  Persons;
 (iv) any Disposition of the Award to a creditor of the Recipient, including the
 hypothecation,  encumbrance or pledge of the Award or any interest therein,  or
 the  attachment  or  imposition of a lien by a creditor of the Recipient of the
 Award or any interest  therein  which is not released  within  thirty (30) days
 after the imposition  thereof;  (v) any distribution by a Recipient which is an
 entity to its stockholders,  partners, co-venturers or members, as the case may
 be, or (vi) any  distribution  by a Recipient  which is a  fiduciary  such as a
 trustee or custodian to its settlors or beneficiaries.

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                  (h) ELIGIBLE  PERSON - The term  "Eligible  Person"  means any
 Person who, at a particular  time,  is an employee or consultant to the Company
 or an Affiliate who provides  bona fide services or consulting  services to the
 Company or the Affiliate,  PROVIDED, HOWEVER, no Award hereunder may be granted
 to any Person in connection with the provision of any services  incident to the
 raising of capital or promotion or  maintenance  of a market for the  Company's
 securities.

                  (i) FAIR MARKET VALUE - The term "Fair Market Value" means the
fair market value as of the applicable  valuation  date of the Award Shares,  or
other  shares of Common  Stock,  as the case may be, to be valued (the  "Subject
Shares"), determined by the Plan Committee in its good faith judgment, but in no
event  shall the Fair  Market  Value be less  than the par value of the  Subject
Shares.

                  (j)  ISSUED  SHARES - The term  "Issued  Shares" is defined as
shares of Common Stock issued pursuant to the terms of this Plan.

                  (k) PERSON - The term  "Person"  is defined,  in its  broadest
sense, as any individual, entity or fiduciary such as, by way of example and not
limitation,  individual or natural persons, corporations,  partnerships (limited
or     general),     joint-ventures,     associations,     limited     liability
companies/partnerships, or fiduciary arrangements, such as trusts.

                  (l) PLAN - The term "Plan" is defined as this 2004 Stock Bonus
Plan.

                  (m) PLAN  COMMITTEE - The term "Plan  Committee" is defined as
that  Committee  appointed by the Board to administer and interpret this Plan as
more particularly  described in Section 3 of the Plan; PROVIDED,  HOWEVER,  that
the term Plan  Committee  will refer to the Board  during  such times as no Plan
Committee is appointed by the Board.

                  (n)  RECIPIENT  - The  term  "Recipient"  is  defined  as  any
Eligible Person who, at a particular time, receives the grant of an Award.

                  (o) SECURITIES ACT - The term  "Securities  Act" is defined as
the  Securities  Act of 1933, as amended  (references  herein to Sections of the
Securities  Act are  intended  to refer to  Sections  of the  Securities  Act as
enacted  at the  time  of  the  adoption  of  this  Plan  by  the  Board  and as
subsequently  amended, or to any substantially  similar successor  provisions of
the Securities Act resulting from recodification, renumbering or otherwise).

         2.      TERM OF PLAN.

                  This Plan shall be  effective as of such time and date as this
Plan is  adopted  by the  Board,  and this  Plan  shall  terminate  on the first
business day prior to the one (1) year  anniversary of the date this Plan became
effective.  No grants of Options or Issued  Shares shall be made under this Plan
before  the date  this  Plan  becomes  effective  or after  the date  this  Plan
terminates; PROVIDED, HOWEVER, that (i) all Awards granted pursuant to this Plan
prior  to  the  effective  date  of  this  Plan  shall  not be  affected  by the
termination of this Plan and (ii) all other provisions of this Plan shall remain
in effect  until the terms of all  outstanding  Awards  have been  satisfied  or
terminated in accordance with this Plan and the terms of such Awards.

         3.       PLAN ADMINISTRATION.

                  (a) PLAN COMMITTEE.

                           (i) The Plan shall be administered and interpreted by
                  a  committee  consisting  of two  (2) or more  members  of the
                  Board;

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                           (ii) Members of the Plan  Committee may resign at any
                  time by delivering  written notice to the Board.  Vacancies in
                  the Plan  Committee  shall be  filled by the  Board.  The Plan
                  Committee  shall act by a majority  of its  members in office.
                  The Plan Committee may act either by vote at a meeting or by a
                  memorandum or other written instrument signed by a majority of
                  the Plan Committee.

                           (iii)  If the  Board,  in its  discretion,  does  not
                  appoint a Plan Committee, the Board itself will administer and
                  interpret  the Plan and take such  other  actions  as the Plan
                  Committee is authorized to take hereunder.

                (b) POWER TO MAKE AWARDS. The Plan Committee shall have the full
and final authority in its sole discretion,  at any time and from  time-to-time,
subject  only to the  express  terms,  conditions  and other  provisions  of the
Certificate  of  Incorporation  of the Company and this Plan,  and the  specific
limitations on such discretion set forth herein, to:

                           (i)  Designate  the  Eligible  Persons  or classes of
                  Eligible  Persons  eligible to receive Awards and grant Awards
                  to such  selected  Eligible  Persons or  classes  of  Eligible
                  Persons in such form and amount  (subject  to the terms of the
                  Plan) as the Plan Committee shall determine;

                           (ii)  Impose  such   limitations,   restrictions  and
                  conditions  upon any Award as the Plan  Committee  shall  deem
                  appropriate and necessary including,  without limitation,  any
                  vesting and repurchase  conditions placed upon grants of Award
                  Shares; and

                           (iii)  Interpret the Plan,  adopt,  amend and rescind
                  rules and regulations relating to the Plan, and make all other
                  determinations   and  take  all  other  action   necessary  or
                  advisable for the  implementation  and  administration  of the
                  Plan; and


                  In determining the recipient,  form and amount of Awards,  the
Plan  Committee  shall  consider  any factors  deemed  relevant,  including  the
individual's functions,  responsibilities,  value of services to the Company and
past and  potential  contributions  to the  Company's  profitability  and  sound
growth.

                  (c)  INTERPRETATION  OF PLAN. The Plan Committee shall, in its
sole and absolute discretion,  interpret and determine the effect of all matters
and questions relating to this Plan. The  interpretations  and determinations of
the Plan Committee under the Plan (including without  limitation  determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards,  the  methods of payment  for  Awards,  the  restrictions  and
conditions placed upon Awards,  and the other terms and provisions of Awards and
the  certificates or agreements  evidencing same) need not be uniform and may be
made by the  Plan  Committee  selectively  among  Persons  who  receive,  or are
eligible  to receive,  Awards  under the Plan,  whether or not such  Persons are
similarly situated. All actions taken and all interpretations and determinations
made  under  this Plan in good  faith by the Plan  Committee  shall be final and
binding upon the Recipient,  the Company,  and all other interested  Persons. No
member of the Plan Committee shall be personally  liable for any action taken or
decision made in good faith  relating to this Plan,  and all members of the Plan
Committee  shall  be fully  protected  and  indemnified  to the  fullest  extent
permitted  under  applicable  law by the Company in respect to any such  action,
determination, or interpretation.

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         4.       STOCK POOL.

                  (a) MAXIMUM NUMBER OF SHARES  AUTHORIZED UNDER PLAN. Shares of
stock  which may be issued or  granted  under the Plan shall be  authorized  and
unissued or treasury  shares of Common Stock.  The aggregate  maximum  number of
shares of Common  Stock which may be issued as a grant of Award Shares shall not
exceed 202,389 shares of Common Stock (the "Stock Pool").

                  (b) DATE OF AWARD. The date an Award is granted shall mean the
date  selected by the Plan  Committee  as of which the Plan  Committee  allots a
specific  number of shares to a Recipient with respect to such Award pursuant to
the Plan.

         5.        AWARD SHARES.

                  (a)  GRANT.  The Plan  Committee  may from  time to time,  and
subject to the provisions of the Plan and such other terms and conditions as the
Plan Committee may prescribe, grant to any Eligible Person one or more shares of
Common Stock ("Award Shares") allotted by the Plan Committee. The grant of Award
Shares or grant of the right to receive Award Shares shall be evidenced by
a separate written agreement confirming such grant,  executed by the Company and
the Recipient,  stating the number of Award Shares granted and stating all terms
and conditions of such grant.

                  (b) PURCHASE PRICE AND MANNER OF PAYMENT.  The Plan Committee,
in its  sole  discretion,  may  grant  Award  Shares  in  any  of the  following
instances:

                           (i) as a "bonus" or "reward" for services  previously
         rendered  and  compensated,  in which case the  recipient  of the Award
         Shares  shall not be required to pay any  consideration  for such Award
         Shares,  and the value of such Award  Shares  shall be the Fair  Market
         Value of such Award Shares on the date of grant;

                           (ii) as "compensation"  for the previous  performance
         or future performance of services or attainment of goals, in which case
         the  recipient  of the Award  Shares  shall not be  required to pay any
         consideration  for such Award Shares (other than the performance of his
         services),  and the value of such Award Shares received  (together with
         the value of such  services  or  attainment  of goals  attained  by the
         Recipient),  may not be less than eighty-five percent (85%) of the Fair
         Market Value of such Award Shares on the date of grant; or

         6.       ADJUSTMENTS.

                  (a) SUBDIVISION OR STOCK DIVIDEND.  If (i) outstanding  shares
of Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or  reclassification,  the number of shares of Common Stock, if
any,  available  for issuance in the Stock Pool shall,  simultaneously  with the
effectiveness of such  subdivision or immediately  after the record date of such
dividend, be proportionately  increased, and the Option Price of any outstanding
Options in effect immediately prior to such subdivision or at the record date of
such dividend shall,  simultaneously  with the effectiveness of such subdivision
or  immediately  after the  record  date of such  dividend,  be  proportionately
reduced, and (ii) conversely, if the outstanding shares of Common Stock shall be
combined into a smaller number of shares,  the number of shares of Common Stock,
if any, available for issuance in the Stock Pool shall,  simultaneously with the
effectiveness of such combination,  be proportionately increased, and the Option
Price of any outstanding  Option in effect immediately prior to such combination
shall,   simultaneously   with  the  effectiveness  of  such   combination,   be
proportionately increased.

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                  (b) CAPITAL REORGANIZATION OR RECLASSIFICATION;  CONSOLIDATION
OR MERGER.  In case of any capital  reorganization  or any  reclassification  of
Common Stock  (other than a  recapitalization  hereinabove  described in Section
10(a), or the consolidation, merger, combination or exchange of shares with
another entity, or the divisive  reorganization of the Company,  the Company may
appropriately  adjust the number of shares of Common Stock in the Pool which may
be issued under the Plan,  and any and all other matters  deemed  appropriate by
the Plan Committee.

                  (c) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD. To the
extent  that the  foregoing  adjustments  relate to stock or  securities  of the
Company,   such  adjustments  shall  be  made  by  the  Plan  Committee,   whose
determination in that respect shall be final, binding and conclusive.

                 (d) NO OTHER RIGHTS TO RECIPIENT.  Except as expressly provided
in this  Section  10,  (i) the  Recipient  shall have no rights by reason of any
subdivision or  consolidation  of shares of stock of any class or the payment of
any stock  dividend or any other increase or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation
or divisive reorganization or sale of assets or stock to another corporation, or
any  issue  by the  Company  of  shares  of stock of any  class,  or  securities
convertible  into  shares  of stock  of any  class,  shall  not  affect,  and no
adjustment  by reason  thereof  shall be made with respect to, the number of, or
the Option  Price for, the shares.  The grant of an Award  pursuant to this Plan
shall  not  affect  in any  way  the  right  or  power  of the  Company  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business structure or to merge,  consolidate,  dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.


         7.       AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

                  (a) AMENDMENT,  MODIFICATION OR TERMINATION OF PLAN. The Board
may  amend  the  Plan or  suspend  or  discontinue  the Plan at any time or from
time-to-time; PROVIDED, HOWEVER no such action may adversely alter or impair any
Award  previously  granted under this Plan without the consent of each Recipient
affected thereby.


                  (b)  COMPLIANCE  WITH LAWS. The Plan Committee may at any time
or from  time-to-time,  without receiving further  consideration from any Person
who may become  entitled  to receive or who has  received  the grant of an Award
hereunder,  modify or amend Awards  granted  under this Plan as required to: (i)
comport with changes in securities,  tax or other laws or rules,  regulations or
regulatory  interpretations thereof applicable to this Plan or Awards thereunder
or to comply with stock exchange rules or  requirements  and/or (ii) ensure that
this Plan is and  remains or shall  become  exempt from the  application  of any
participation,   vesting,  benefit  accrual,  funding,   fiduciary,   reporting,
disclosure,  administration  or  enforcement  requirement of either the Employee
Retirement  Income  Security  Act  of  1974,  as  amended   ("ERISA"),   or  the
corresponding  provisions  of the  Internal  Revenue  Code of 1986,  as  amended
(Subchapter  D of Title A, Chapter 1 of the Code  {encompassing  Sections 400 to
420 of the Code}).  PROVIDED,  HOWEVER,  no such  modification  may, without the
consent of the holder thereof,  adversely alter or impair his or her rights with
respect to such Award Shares.

         8.       WITHHOLDING TAXES.

                  As a condition  of the grant of any Award  and/or  exercise of
any Option,  as the case may be, the Company shall have the right to require the
Recipient to remit to the Company an amount  sufficient  to satisfy any federal,
state  and/or  local  withholding  tax  requirements  incident  to such grant or
exercise.

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