Exhibit 10.14
                               CONVERTIBLE NOTE II

                  FOR VALUE RECEIVED  QUINTEK  TECHNOLOGIES,  INC., a California
corporation (hereinafter called the "Borrower"),  hereby promises to pay to Kazi
Management  VI, LLC (the  "Holder")  on order,  without  demand,  the sum of One
Hundred Thousand Dollars ($100,000), with simple interest accruing at the annual
rate of 10%, on February 8, 2005 (the "Maturity Date").

                  The following terms shall apply to this Note:

                                    ARTICLE I

                           DEFAULT RELATED PROVISIONS

                  1.1 Payment Grace Period.  The Borrower  shall have a five (5)
day grace  period to pay any monetary  amounts due under this Note,  after which
grace period a default  interest  rate of fifteen  percent (15%) per annum above
the then  applicable  interest  rate  hereunder  shall apply to the amounts owed
hereunder.

                  1.2 Conversion Privileges. The Conversion Privileges set forth
in Article II shall  remain in full force and effect  immediately  from the date
the  Borrower  has amended  Borrower's  Articles of  Incorporation  to authorize
200,000,000  shares of  Common  Stock;  and  Borrower's  registration  statement
registering  the  shares  underlying  the Note  and  accrued  interest  has been
declared effective by the Securities  Exchange  Commission and until the Note is
paid in full.  This  Note  automatically  converts  in full  once the  abovesaid
registration statement has been declared effective.

                  1.3 Interest Rate.  Interest payable on this Note shall accrue
at the annual rate of ten percent (10%) and be payable in arrears  commencing on
the Maturity Date,  accelerated  or otherwise,  when the principal and remaining
accrued but unpaid  interest  shall be due and  payable,  or sooner as described
below.


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                                   ARTICLE II

                                CONVERSION RIGHTS

                  At any  time  during  the  term of  this  Note,  provided  the
conditions of Section 1.2 above are satisfied,  the Holder may deliver a written
notification  (the "Notice of  Conversion")  to the Borrower  setting  forth the
portion of the principal amount of the Note and/or interest due and payable (the
"Investment  Amount")  that the Holder  exercises  its  conversion  rights  with
respect  thereto,   subject  to  the  terms  and  provisions  set  forth  below.
Notwithstanding,  Borrower  may, at its option,  pay interest due and payable on
the Note in cash or in freely  tradable shares of Common Stock at the Conversion
Price.

                  2.1.  Conversion  into the  Borrower's  Common Stock and Bonus
Warrants.

                  (a) The Holder shall have the right,  but not the  obligation,
from and  after  the  Borrower's  receipt  of an  Notice  of  Conversion  or the
occurrence of any Event of Default,  as the case may be, provided the conditions
of  Section  2.1 have been  fulfilled,  and then at any time  until this Note is
fully paid,  to convert the principal  portion of this Note and/or  interest due
and payable set forth in each such Notice of Conversion or the entire  principal
portion of this Note and/or interest due and payable following the occurrence or
an Event of  Default,  as the case may be,  into  fully  paid and  nonassessable
shares of  common  stock of the  Borrower  as such  stock  exists on the date of
issuance of this Note, or any shares of capital stock of the Borrower into which
such stock shall  hereafter be changed or  reclassified  (the "Common Stock") at
the  conversion  price as defined  in Section  2.1(b)  hereof  (the  "Conversion
Price"), determined as provided herein.  Additionally,  Holder shall receive one
(1) Bonus Warrant for each conversion share of Common Stock.  Each Bonus Warrant
shall be exercisable, for a period of five years from the date of issuance, into
one (1) share of Common Stock at a price ten cents  ($0.10).  Warrants  shall be
good for five years from the date of issuance.  Upon delivery to the Borrower of
a Notice of Conversion  substantially in the form attached to this Note,  giving
the Holder's  written  request for conversion (the date of giving such notice of
conversion being a "Conversion  Date"),  the Borrower shall issue and deliver to
the Holder within three  business days from the  Conversion  Date that number of
shares of Common Stock for the portion of the Note converted in accordance  with
the  foregoing.  At the  election of the  Borrower,  the  Borrower  will deliver
accrued but unpaid  interest on the Note through the Conversion Date directly to
the  Holder.  The number of shares of Common  Stock (and Bonus  Warrants)  to be
issued upon each  conversion  of this Note shall be  determined by dividing that
portion of the principal of the Note to be converted  and  interest,  if any, by
the Conversion Price. Notwithstanding,  this Note and all accrued interest shall
automatically   convert  upon  the  effectiveness  of  Borrower's   registration
statement  registering the shares  underlying the Note and accrued interest (and
Bonus Warrants) with the Securities Exchange Commission.

                  (b)  Subject to  adjustment  as  provided  in  Section  2.1(c)
hereof, the Conversion Price per share shall be $0.06.

                  (c) The Conversion  Price  described above shall be subject to
adjustment  from time to time upon the  happening  of certain  events while this
conversion right remains outstanding, as follows:

                           A.  Merger,  Sale of Assets,  etc. If the Borrower at
any  time  shall  consolidate  with or  merge  into or  sell  or  convey  all or
substantially all its assets to any other person or entity, this Note, as to the
unpaid principal portion thereof and accrued interest thereon,  shall thereafter
be deemed to evidence  the right to  purchase  such number and kind of shares or
other  securities and property as would have been issuable or  distributable  on
account of such consolidation,  merger, sale or conveyance, upon or with respect

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<PAGE>

to the securities  subject to the conversion or purchase right immediately prior
to such consolidation, merger, sale or conveyance. The foregoing provision shall
similarly  apply to  successive  transactions  of a  similar  nature by any such
successor or purchaser.  Without  limiting the generality of the foregoing,  the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

                           B. Reclassification, etc. If the Borrower at any time
shall, by reclassification  or otherwise,  change the Common Stock into the same
or a different  number of securities  of any class or classes,  this Note, as to
the unpaid  principal  portion  thereof  and  accrued  interest  thereon,  shall
thereafter  be deemed to evidence  the right to  purchase an adjusted  number of
such securities and kind of securities as would have been issuable as the result
of such  change  with  respect to the  Common  Stock  immediately  prior to such
reclassification or other change.

                           C. Stock Splits,  Combinations and Dividends.  If the
shares of Common  Stock are  subdivided  or  combined  into a greater or smaller
number of shares of Common  Stock,  or if a dividend is paid on the Common Stock
in shares of Common Stock, the Conversion Price (and the exercise price of Bonus
Warrants) shall be  proportionately  reduced in case of subdivision of shares or
stock  dividend  or  proportionately  increased  in the case of  combination  of
shares,  in each  such case by the  ratio  which  the total  number of shares of
Common Stock outstanding  immediately after such event bears to the total number
of shares of Common Stock outstanding immediately prior to such event.

                           D.  Stock  Sale.  If,  prior  to  conversion  of  the
entirety of this Note, the Borrower enters into any agreement to sell its Common
Stock or a convertible  instrument  that converts into its Common Stock prior to
conversion of this Note at a price less than the Conversion  Price of this Note,
then the Conversion Price of any outstanding principal and interest of this Note
shall be reset to the price of that  offering,  and the exercise  price of Bonus
Warrants to be issued upon conversion of any outstanding  principal and interest
of this Note shall be proportionately reduced.

                  (d) Holder understands that Borrower is currently  preparing a
proxy statement to be filed with the Securities and Exchange Commission and sent
to  shareholders  seeking  to amend  Borrower's  Articles  of  Incorporation  to
authorize  200,000,000  shares of Common  Stock;  and that  Holder  may not have
sufficient  available  Common  Stock to provide for the issuance of Common Stock
and Bonus Warrants upon the full  conversion of this Note.  Thus, the conversion
right of the  Holder  shall only exist upon  fulfillment  of the  conditions  of
Section 1.2.  During the period the conversion  right exists,  the Borrower will
reserve from its  authorized  and unissued  Common Stock a sufficient  number of
shares to provide for the issuance of Common Stock and Bonus  Warrants  upon the
full conversion of this Note. The Borrower  represents that upon issuance,  such
shares  will be duly and  validly  issued,  fully paid and  non-assessable.  The
Borrower  agrees that its issuance of this Note shall  constitute full authority
to its officers,  agents,  and transfer  agents who are charged with the duty of
executing and issuing stock  certificates  and warrants to execute and issue the
necessary  certificates  for shares of Common Stock and Bonus  Warrants upon the
conversion of this Note.

                  2.2 Method of  Conversion.  This Note may be  converted by the
Holder in whole or in part as described in Section 2.1(a)  hereof.  Upon partial
conversion of this Note, a new Note  containing  the same date and provisions of
this Note shall, at the request of the Holder,  be issued by the Borrower to the
Holder for the principal  balance of this Note and interest which shall not have
been converted or paid.

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                                   ARTICLE III

                                EVENT OF DEFAULT

                  The  occurrence  of any of the  following  events  of  default
("Event of Default") shall, at the option of the Holder hereof, make all sums of
principal  and  interest  then  remaining  unpaid  hereon and all other  amounts
payable hereunder  immediately due and payable, all without demand,  presentment
or notice, or grace period, all of which hereby are expressly waived,  except as
set forth below:

                  3.1 Failure to Pay Principal or Interest.  The Borrower  fails
to pay  any  installment  of  principal  or  interest  hereon  or on  any  other
promissory  note issued  pursuant to the Purchase  Agreement,  when due and such
failure continues for a period of five (5) days after the due date.

                  3.2 Breach of  Covenant.  The  Borrower  breaches any material
covenant or other term or  condition  of this Note in any  material  respect and
such breach, if subject to cure,  continues for a period of seven (7) days after
written notice to the Borrower from the Holder.

                  3.3 Breach of  Representations  and  Warranties.  Any material
representation  or warranty of the Borrower  made herein,  or in any  agreement,
statement  or  certificate  given in writing  pursuant  hereto or in  connection
therewith shall be false or misleading.

                  3.4 Receiver or Trustee. The Borrower shall make an assignment
for the benefit of creditors,  or apply for or consent to the  appointment  of a
receiver  or  trustee  for it or for a  substantial  part  of  its  property  or
business; or such a receiver or trustee shall otherwise be appointed.

                  3.5  Judgments.  Any money  judgment,  writ or  similar  final
process shall be entered or filed against the Borrower or any of its property or
other  assets for more than  $50,000,  and shall remain  unvacated,  unbonded or
unstayed for a period of forty-five (45) days.

                  3.6  Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or
liquidation  proceedings or other proceedings or relief under any bankruptcy law
or any law for the  relief of debtors  shall be  instituted  by or  against  the
Borrower.

                  3.7  Delisting.   Delisting  of  the  Common  Stock  from  the
Principal  Market or such other principal  exchange on which the Common Stock is
listed for trading;  the  Borrower's  failure to comply with the  conditions for
listing;  or  notification  that  the  Borrower  is not in  compliance  with the
conditions for such continued listing.

                  3.8 Concession. A concession by the Borrower, after applicable
notice  and cure  periods,  under any one or more  obligations  in an  aggregate
monetary amount in excess of $50,000.

                  3.9      Stop Trade.  An  SEC  stop  trade  order or Principal
Market trading suspension.

                  3.10 Failure to Deliver Common Stock or Replacement  Note. The
Borrower's  failure to timely  deliver  Common  Stock and Bonus  Warrants to the
Holder  pursuant  to and in the form  required by this Note or, if  required,  a
replacement Note.

3.12 Default Under Security.  An Event of Default occurs under and as defined in
the Security  Agreement dated as of the date hereof between the Borrower and the
Holder as such agreement may be amended,  modified and supplemented from time to
time, and such Event of Default is not cured during any applicable cure or grace
period.
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<PAGE>

                                   ARTICLE IV

                                  MISCELLANEOUS

                  4.1 Failure or Indulgence  Not Waiver.  No failure or delay on
the part of the Holder  hereof in the exercise of any power,  right or privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  such  power,  right or  privilege  preclude  other or  further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing  hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

                  4.2  Notices.  Any notice  herein  required or permitted to be
given  shall be in  writing  and shall be  deemed  effectively  given:  (a) upon
personal  delivery to the party  notified,  (b) when sent by confirmed  telex or
facsimile if sent during normal business hours of the recipient, if not, then on
the next  business  day, (c) five days after having been sent by  registered  or
certified mail, return receipt requested,  postage prepaid, or (d) one day after
deposit with a nationally  recognized  overnight  courier,  specifying  next day
delivery, with written verification of receipt. All communications shall be sent
to the Borrower at the following address:

                  537 Constitution Avenue, Suite B
                  Camarillo, CA 93012.



                  and to the Holder at the following address:

                  P. O. Box 11239
                  A-1-A Estate Thomas
                  St. Thomas, US VI 00801

                   with a copy to Gary L.  Blum,  Esq.,  Law  Offices of Gary L.
Blum,  3278  Wilshire  Blvd.,  Suite  603,  Los  Angeles,  CA 90010,  Facsimile:
213-384-1035,  or at such  other  address  as the  Borrower  or the  Holder  may
designate by ten days advance  written  notice to the other  parties  hereto.  A
Notice  of  Conversion  shall be  deemed  given  when  made to the  Borrower  by
telecopying  an executed and completed  Notice of Conversion to the Borrower via
confirmed telecopier transmission.  The Holder will not be required to surrender
the Note  until the Note has been fully  converted  or  satisfied.  Each date on
which a Notice of Conversion is telecopied to the Company in accordance with the
provisions hereof shall be deemed a Conversion Date.

                  4.3  Amendment  Provision.  The term "Note" and all  reference
thereto,  as used  throughout  this  instrument,  shall mean this  instrument as
originally executed, or if later amended or supplemented,  then as so amended or
supplemented.

                  4.4  Assignability.  This  Note  shall  be  binding  upon  the
Borrower and its successors  and assigns,  and shall inure to the benefit of the
Holder and its successors and assigns, and may be assigned by the Holder.

                  4.5 Cost of  Collection.  If default is made in the payment of
this  Note,  the  Borrower  shall  pay the  Holder  hereof  reasonable  costs of
collection, including reasonable attorneys' fees.

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<PAGE>

                  4.6  Governing  Law.  This  Note  shall  be  governed  by  and
construed in accordance with the laws of the State of California, without regard
to principles of conflicts of laws.  Any action  brought by either party against
the other  concerning the  transactions  contemplated by this Agreement shall be
brought  only in the state  courts of or in the  federal  courts  located in the
state of California. Both parties and the individual signing this Note on behalf
of the  Borrower  agree  to  submit  to the  jurisdiction  of such  courts.  The
prevailing  party  shall be  entitled  to  recover  from  the  other  party  its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Note is invalid or  unenforceable  under any applicable  statute or rule of law,
then  such  provision  shall be deemed  inoperative  to the  extent  that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or  unenforceable  under
any law shall not affect the validity or unenforceability of any other provision
of this Note.

                  4.7 Maximum Payments. Nothing contained herein shall be deemed
to  establish  or require the payment of a rate of interest or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

                  4.8  Prepayment.  This  Note may be paid (in whole or in part)
prior to the Maturity Date without the consent of the Holder.

                  4.11  Security  Interest.  The  holder  of this  Note has been
granted a security  interest in shares of common stockof the Borrower more fully
described in a Security Agreement.

                  4.12  Construction.  Each  party  stipulates  that the rule of
construction  that  ambiguities  are to be resolved  against the drafting  party
shall  not be  applied  in the  interpretation  of this  Note to favor any party
against the other.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


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         IN WITNESS  WHEREOF,  the Borrower has caused this Note to be signed in
its name by its President on this 8th day of February 2004.

                                      QUINTEK TECHNOLOGIES, INC.


                                      By:  /s/ Robert Steele
                                           -------------------------------------
                                               Robert Steele, President






<PAGE>



                              NOTICE OF CONVERSION

(To be executed by the Holder in order to convert the Note)


         The  undersigned  hereby elects to convert  $_________ of the principal
and  $_________ of the interest due on the Note issued by QUINTEK  TECHNOLOGIES,
INC. on February  8, 2004 into Shares of Common  Stock of QUINTEK  TECHNOLOGIES,
INC. (the  "Company")  according to the conditions set forth in such Note, as of
the date written below.



Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________


________________________________________________________________________________


THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS NOTE AND THE
COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT  AS TO THIS NOTE UNDER  SAID ACT OR AN  OPINION OF COUNSEL  REASONABLY
SATISFACTORY  TO  QUINTEK  TECHNOLOGIES,  INC.,  THAT SUCH  REGISTRATION  IS NOT
REQUIRED.

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