Exhibit 2

Employment  Agreement  between Quintek  Technologies,  Inc. and Robert
Brownell dated March 12, 2004.

                              EMPLOYMENT AGREEMENT

         THIS  AGREEMENT  is made on March  12,  2004,  by and  between  Quintek
Technologies,   Inc.  ("QUINTEK"),  and  Robert  Brownell  ("Executive"),   with
reference to the following facts:

         A.   QUINTEK is in the  business of  providing  hardware,  software and
              services for the Document Management Industry;

         B.   QUINTEK desires to retain EXECUTIVE for his experience and ability
              on a formalized basis in the position of President;

         C.   Executive  desires to accept  such  employment  upon the terms and
              conditions set forth herein.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein,  and for other valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

2. Employment and Duties.

2.1  Executive  shall serve as President  of QUINTEK.  Executive  shall  perform
duties and actions  necessary  or advisable  within  legal or ethical  bounds to
promote the continued success of QUINTEK'S  business,  including but not limited
to sections 1.1.1 and 1.1.2 below and subject to the instructions,  policies and
limitations  which may be set from time to time by its Board of  Directors  (the
"Board").  Executive  agrees to serve on the Board upon request and upon QUINTEK
obtaining Directors' and Officers' Insurance.

2.1.1    Sales Management

(a) Attract, hire and fire sales staff

(b) Hold sales staff  accountable to meet quarterly  goals as agreed upon by the
executive management team

(c) Provide sales reports to the CEO on a weekly basis

(d) Provide quarterly budgets for sales departments

2.1.2    Production Management

(a) Manage,  staff and  supervise  production  facilities  and daily  production
operations within quarterly budgets agreed upon by the executive management team

(b) Provide quarterly budgets for production departments

2.2 Executive shall devote his entire  professional  time, ability and attention
to the business of QUINTEK  during his employment  with the exceptions  noted in
1.3 below.  Executive shall not directly or indirectly  render any services of a
business, commercial or professional nature to any other person or organization,
whether for compensation or otherwise,  without the prior written consent of the
Board.

2.3 QUINTEK  hereby  provides  consent for  Executive to continue  working in an
advisory  capacity within his  pre-existing  relationships  with Sherpa Business
Solutions as an advisor which is not in competition  with QUINTEK,  as long such
involvement does not detract from his responsibilities at QUINTEK.

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2.3.1  Executive's  agrees that his  relationship  with Sherpa is as an advisor.
Executive  agrees he will not receive  compensation  for  referring  business to
Sherpa.

2.4  Executive  acknowledges  and agrees  that his  services to QUINTEK are of a
special,  unique and extraordinary character and further acknowledges and agrees
that a breach of any of the covenants or agreements  contained in this Agreement
(including  but not limited to Sections 2.2 and 7 hereof) is likely to result in
irreparable and continuing damage to QUINTEK for which there will be no adequate
remedy  at law.  Accordingly,  in the  event  of such  breach  QUINTEK  shall be
entitled to injunctive relief and/or a decree for specific performance, and such
other and  further  relief  as may be proper  (including  monetary  damages,  if
appropriate).

3. Term.

3.1      The term of employment shall be for Four (4) years.

3.2  Executive  agrees to provide  QUINTEK with ninety (90) days written  notice
prior to terminating this Agreement.

3.3 If Executive is terminated prior to the fourth anniversary of this Agreement
for  reasons  other than "for  cause" or if he becomes  "Disabled"  (as  defined
herein),  QUINTEK will  provide  Executive  with twelve (12) months'  notice and
continued compensation prior to terminating this Agreement. If, however, QUINTEK
does not provide Executive with twelve (12) months' notice or provides less than
twelve (12) months' notice, it shall provide Executive with an equivalent amount
of pay in lieu of notice  for all or any  portion  of the  twelve  (12)  months'
notice not provided. Such pay in lieu of notice is in addition to any other sums
which may be owed to Executive  pursuant to this  Agreement.  Any pay in lieu of
notice shall constitute  severance pay  ("Severance") and shall be paid over the
course of the pay in lieu of notice period in accordance with QUINTEK's  regular
payroll  practices at the rate of his  then-current  base salary,  less standard
payroll tax withholdings. In no event shall QUINTEK be required to pay Severance
if  Executive  resigns,  is  terminated  after  the  third  anniversary  of this
Agreement  for any or no  reason,  if he is  terminated  because  he has  become
"Disabled"  or if he is  terminated  at any time "for cause",  other than as set
forth in  Paragraph  2.6.  Notwithstanding  the  foregoing,  in the  event  that
QUINTEK's Recast Profits (as defined in Paragraph 3.3) for the twelve (12) month
period  prior  to   termination   amount  to  less  than  Two  Million   Dollars
($2,000,000), QUINTEK shall pay a separation benefit equivalent to three month's
base  salary  at  Executive's  then-current  rate,  less  standard  payroll  tax
withholdings.

      2.3A Notwithstanding  anything  to  the  contrary  in  this  Agreement  or
           Paragraph 2.3 above, at any time during a 90 day probationary  period
           commencing on the date of this Agreement,  Executive's  employment is
           deemed  "at will" and  Executive  may be  terminated  with or without
           cause; and in such termination  event Executive shall not be entitled
           to  any  compensation  or  separation   benefits  described  in  this
           Agreement,  other than earned  Salary,  auto  allowance  and expenses
           described in Paragraphs  3.1, 3.4 and 4.  Executive  shall retain the
           250,000 shares of Series A Preferred  Stock  described in Paragraph 6
           herein and shall not be  entitled  to any other  equity  compensation
           described herein.

3.4      As used herein, the term "for cause" shall be limited to the following:

3.4.1 Executive's continued failure or habitual neglect to perform his duties as
set forth in Section 1 of this Agreement after  receiving  written notice of the
alleged deficiencies and having had an opportunity to improve; or

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3.4.2  Executive's  engaging in any  activity or conduct  which is  specifically
precluded  by  this  Agreement,  including  any  activity  competitive  with  or
intentionally injurious to QUINTEK; or

3.4.3 Intentional malfeasance or misfeasance or gross neglect of duty engaged in
by  Executive  while  carrying  out his  duties  owing  to  QUINTEK  under  this
Agreement; or

3.4.4  Executive's  impairment due to alcohol or other  substance abuse which in
the reasonable  judgment of QUINTEK affects or interferes with, or may affect or
interfere  with,  Executive's  performance  or capacity  to  properly  discharge
Executive's  duties,  such  impairment  not  to  include  an  isolated  incident
occurring off the premises during non-working hours; or

3.4.5  The  commission  by  Executive  of a felony  or a crime  involving  moral
turpitude (whether or not prosecuted),  the charge or indictment of Executive by
a  governmental  or  prosecutorial  authority  of the  same or the  pleading  by
Executive of no contest (or similar plea) to the same,  whether or not committed
in the course of his employment; or

3.4.6 Executive's  committing any act of dishonesty  against QUINTEK or using or
appropriating  for his  personal  use or  benefit  any  funds or  properties  of
QUINTEK,  unless such use or appropriation  was  specifically  authorized by the
Board or the Chief Financial Officer in writing.

3.4.7  Executive's  failure,  in the  reasonable  judgment of QUINTEK,  to meet,
within six (6) months of the date of this Agreement, those employment objectives
and goals  mutually  agreed upon by Executive and QUINTEK and which are attached
hereto as Exhibit B.

3.5 This Agreement shall not be terminated by any merger or consolidation  where
QUINTEK is not the  consolidated or surviving  corporation or by any transfer of
all or  substantially  all of the  assets of  QUINTEK.  In the event of any such
merger or  consolidation  or  transfer of assets,  the  surviving  or  resulting
corporation  or the  transferee  of the assets of QUINTEK  shall be bound by and
shall have the benefit of the  provisions of this  Agreement,  and QUINTEK shall
take all steps necessary to ensure that such  corporation or transferee is bound
by the provisions of this Agreement.

3.6 If Executive is terminated prior to the fourth anniversary of this Agreement
"for  cause" as  defined  by  Paragraphs  2.4.1  and  2.4.4,  QUINTEK  shall pay
Executive a  separation  benefit  equivalent  to one month's  base salary at his
then-current   rate,  less  standard  payroll  tax   withholdings   ("Separation
Benefit").

3.7 QUINTEK may terminate Executive if he becomes Disabled,  such termination to
be made in  QUINTEK's  sole  discretion.  For the  purposes  of this  Agreement,
"Disabled" shall mean that Executive is unable to perform his duties  hereunder,
either  with  or  without  a  reasonable  accommodation,  as the  result  of his
incapacity  due to physical or mental  illness or condition,  and such inability
continues  for at least  thirty  (30)  consecutive  calendar  days or  equals or
exceeds  sixty (60)  calendar  days  during any  consecutive  twelve  (12)-month
period.  If  Executive  is  terminated  prior to the third  anniversary  of this
Agreement due to his becoming Disabled, QUINTEK shall pay Executive a separation
benefit  equivalent to three month's base salary at his then-current  rate, less
standard payroll tax withholdings ("Disability Benefit").

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3.8 As a precondition to paying the foregoing  Severance,  Separation Benefit or
Disability   Benefit,   QUINTEK  may  require  that  Executive   re-confirm  his
obligations  under  Paragraph  7 and  execute a general  release  of any and all
claims he might have against  QUINTEK,  whether arising out of his employment or
termination of employment, other than QUINTEK's obligation to pay the Severance,
Separation Benefit or Disability Benefit,  as the case may be. Furthermore,  any
salary, severance, separation benefit or disability benefit or other amounts due
to  Executive  following  termination  may be offset  against any amounts due to
QUINTEK from Executive.

4. Compensation.

4.1 As compensation for services hereunder,  Executive shall receive a salary of
$12,500 per month, less standard payroll tax withholdings (the "Salary"), during
the term of this Agreement,  subject to adjustment as set forth in Paragraph 3.2
below.

4.2 If  QUINTEK's  quarterly  Gross  Revenue  shall  exceed  or equal the sum of
$900,000, Executive's Salary for the following quarter shall be increased to the
sum of $15,000 per month, less standard payroll tax  withholdings.  If Quintek's
quarterly Gross Revenue shall exceed or equal the sum of $1,200,000, Executive's
salary for the  following  quarter  shall be increased to the sum of $18,000 per
month,  less standard  payroll tax  withholdings.  If Quintek's  quarterly Gross
Revenue shall exceed or equal the sum of $1,500,000,  Executive's salary for the
following  quarter  shall be  increased  to the sum of $24,000  per month,  less
standard payroll tax withholdings.

         If QUINTEK's quarterly Gross Revenue decreases at any time, Executive's
Salary shall be decreased to the corresponding  monthly salary described in this
Paragraph,  subject to a final  reduction to the base Salary amount set forth in
Paragraph 3.1 above.  For the purposes of this Agreement,  "Gross Revenue" shall
be defined as QUINTEK's  gross revenue for the applicable  quarter as calculated
by QUINTEK's regular accountant(s).

4.3 In  addition,  Executive  will be eligible to receive an annual  bonus based
upon  the  Recast   Profits  of  QUINTEK   over  the  prior  twelve  (12)  month
calendar/fiscal  year period.  If QUINTEK's  Recast  Profit Margin for the prior
twelve (12) month calendar/fiscal year period is less than six (6%) percent then
Executive will not receive any bonus. If QUINTEK's  Recast Profit Margin for the
prior  twelve (12) month  calendar/fiscal  year period  equal or exceed six (6%)
percent,  then  Executive  will be paid a bonus of three (3%)  percent of Recast
Profits, less standard payroll tax withholdings, within thirty (30) days of such
year end. For each  additional one (1%) percent of Recast Profit Margin over and
above six (6%) percent of Recast  Profit  Margin for the prior twelve (12) month
calendar/fiscal  year period,  Executive will receive an additional bonus of one
(1%) percent of Recast Profits less standard  payroll tax  withholdings,  within
thirty (30) days of such year end, such additional bonus to be prorated for each
additional  one (1%) percent in Recast  Profit  Margin over and above the sum of
six (6%)  percent  of Recast  Profit  Margin  for the prior  twelve  (12)  month
calendar/fiscal  year period. For example, if at the end of calendar/fiscal year
2004,  QUINTEK's  Recast  Profits  for the prior year  amount to  $994,200  then
Executive  would be paid the sum of $99,552  within  thirty  (30) days.  For the
purposes of this agreement, "Executive's Compensation" is defined as Executive's
salary,  car allowance (not to exceed Five Hundred  Dollars ($500) per month and
interest  paid on  Executive's  loans  (if any) to  QUINTEK,  as  calculated  by
QUINTEK's  regular  accountant(s).  For the purposes of this Agreement,  "Recast
Profits" shall be defined as net profits before  interest,  taxes,  depreciation
and amortization (EBITDA),  less Executive's  Compensation.  For the purposes of
this  Agreement,  "Recast  Profit  Margin"  shall be defined as the  quotient of
Recast Profits divided by Gross Revenue. See Exhibit A for example.

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4.4 Executive  will be paid a car allowance of Five Hundred  Dollars  ($500) per
month  during the term of this  Agreement.  This  automobile  allowance  will be
QUINTEK's  sole  obligation   with  respect  to  Executive's   leased  or  owned
automobile;  Executive  will  maintain  the  costs  of  license,  insurance  and
maintenance  during this period. In addition,  Executive accepts such automobile
allowance on such terms and  conditions  as QUINTEK may  establish  from time to
time regarding the payment of an automobile allowance to its employees.

4.5 Executive  shall be entitled to all other  employment  benefits  provided by
QUINTEK to its full-time  employees as set forth in QUINTEK's Employee Handbook,
which is subject to revision from time to time at QUINTEK's discretion.

4.6 All compensation and other payments to Executive  hereunder shall be subject
to  withholding  for federal,  state and local income  taxes,  social  security,
disability and the like.

4.7 Other Benefits. Executive shall be entitled to continue to participate in or
receive  benefits under all of the Employee Benefit Plans of QUINTEK under which
Employee may  participate in accordance  with  applicable  laws and the terms of
such plans in effect on the date  hereof,  or under plans or  arrangements  that
provide  Executive  with at least  substantially  equivalent  benefits  to those
provided under such Employee  Benefit Plans. As used herein,  "Employee  Benefit
Plans"  include,   without  limitation,   each  pension,  and  retirement  plan;
supplemental  pension,  retirement,  and deferred compensation plan; savings and
profit-sharing  plan;  stock ownership plan;  stock purchase plan;  stock option
plan; life insurance plan;  medical insurance plan;  disability plan; and health
and accident plan or  arrangement  established  and maintained by QUINTEK on the
date hereof.  Executive shall be entitled to participate in or receive  benefits
under any employee benefit plan or arrangement which may, in the future, be made
available to QUINTEK's executives and key management  employees,  subject to and
on a basis consistent with the terms, conditions,  and overall administration of
such plan or arrangement.  Nothing paid to Executive under the Employee  Benefit
Plans presently in effect or any employee benefit plan or arrangement  which may
be made  available in the future  shall be deemed to be in lieu of  compensation
payable to Executive. Any payments or benefits payable to Executive under a plan
or  arrangement  in respect of any  calendar  year  during  which  Executive  is
employed by QUINTEK for less than the whole of such year shall, unless otherwise
provided in the applicable plan or  arrangement,  be prorated in accordance with
the number of days in such calendar year during which he is so employed.  Should
any such payments or benefits  accrue on a fiscal (rather than  calendar)  year,
then the proration in the preceding  sentence  shall be on the basis of a fiscal
year rather than calendar year.

4.8  Vacations.  Executive  shall be  entitled to take up to twenty (20) days of
paid  time  off per year  for  vacation,  and/or  educational  leave  to  attend
continuing education seminars,  lectures,  courses and professional conventions.
Vacation  time  shall  accrue at the rate of 1.66  days per  month of  continued
employment.  However,  while vacation will accrue from start date, vacation time
may not be taken until after completion of at least six (6) months of continuous
employment  pursuant to this Agreement,  subject to coordination and approval of
scheduling by QUINTEK.  Executive must request  vacation leave at least four (4)
weeks  in  advance.  No more  than  ten  (10)  days  of  vacation  may be  taken
consecutively unless otherwise approved by the Board. Once Executive accrues his
yearly allotment of vacation (i.e.,  twenty (20) days) Executive will not accrue
any further paid vacation time (it will be "capped") until after he has uses his
accrued   vacation   to  bring  his  accrued   vacation   time  below  the  cap.
Notwithstanding  the above,  Executive  is approved  to take  vacation on May 21
through May 24, 2004 and June 19 through June 27,  2004.Executive  shall also be
entitled to all paid holidays,  no less than 10 business days per year, given by
QUINTEK to its senior executive officers.

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4.9  Offices.  As per Section  1.1,  Executive  agrees to serve as a director of
QUINTEK, if elected or appointed thereto, provided he is indemnified for serving
in such  capacity on a basis no less  favorable  than is  currently  provided by
QUINTEK's By-laws and any indemnification agreement with any other director.

5. Business Expenses.  Executive is authorized to incur reasonable  expenses for
promoting  and  conducting  the  business  of  QUINTEK,   including   reasonable
expenditures for  entertainment  and travel.  QUINTEK shall reimburse  Executive
monthly  for all such  business  expenses  upon  presentation  of  documentation
establishing   the  amount,   date,   place  and  essential   character  of  the
expenditures,  in such form as QUINTEK may require and sufficient to satisfy any
Internal  Revenue  Code  requirements  for such  expenses  to be  deductible  to
QUINTEK.  Any  expenditures  in excess of an aggregate  of One Thousand  Dollars
($1,000) per month shall require the prior written  approval of the Board or the
Chief Financial Officer.

6. Health  Insurance.  Employee shall be entitled to receive  medical and dental
insurance for Employee and his/her family. The corporate contribution to this is
not to exceed $500/month.

7. Issuance of Equity.

7.1  Executive  shall  receive a grant of 250,000  shares of Series A  Preferred
Stock  upon  execution  of  this  agreement.  QUINTEK  acknowledges  that it has
committed  to sell to Executive  additional  shares of common stock (or grant to
Executive  rights to purchase  additional  shares of common stock) in QUINTEK so
that,  including  all options or shares  previously  issued to or  purchased  by
Executive,  Executive  would own, in the  aggregate,  shares of common  stock or
rights to purchase shares of common stock  representing five percent (5%) of the
current  outstanding  common  stock in QUINTEK on a  fully-diluted  basis  after
taking into account the  issuance of such  additional  shares to  Executive  and
assuming  the  issuance of all other  shares  subject to  currently  outstanding
options  or  warrants.  QUINTEK  and  Executive  acknowledge  and agree that the
purchase  price for such shares (or the exercise price for such options) will be
equal to seventy five percent (75%) of the five day closing average price of the
Company's common stock immediately prior to the execution of this Agreement, but
they have  otherwise not as yet  determined  how such  additional  shares and/or
options  will be  issued to  Executive.  It is  contemplated  that  QUINTEK  and
Executive will enter into a separate agreement or agreements on these additional
shares and/or  options within 90 days of the date of this Agreement (or upon the
authorization of additional shares by the Shareholders of Quintek. Specifically,
it is  presently  anticipated  that the new stock  agreement(s)  will  have,  at
minimum,  new  termination  and  repurchase  provisions,  with  the  termination
provisions to be consistent  with the  termination  provisions set forth in this
Agreement.  The agreement(s) also will contain  provisions  providing  Executive
with pre-emptive rights to purchase additional shares of common stock of QUINTEK
under  certain  circumstances.  Options  shall vest  according to the  following
schedule:  Right  to  purchase  1.25%  of  outstanding  common  stock,  upon the
authorization of additional shares by the Shareholders of Quintek, assuming that
authorization  of more shares is approved by the  shareholders  of the  Company,
options  giving   Executive  the  right  to  purchase  an  additional  1.25%  of
outstanding common stock at the time of grant, will be granted to executive upon
the 1 year  anniversary of this Agreement for the following  three years. In the
event of a sale of QUINTEK, or any other event that may impede QUINTEK's ability
to fulfill its obligations  under this Agreement,  all options will  immediately
vest.

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         6.2 Manner of Exercise  of  Options.  The options or rights to purchase
common stock described in Paragraph 6.1 above  (collectively,  the "Option") may
be  exercised  in whole at any time,  or in part from time to time,  during  the
period commencing on the date of issuance ("Base Date") and expiring on the date
of expiration  ("Expiration Date") or, if any such day is a day on which banking
institutions  in the City of New York,  New York are authorized by law to close,
then on the next  succeeding  day that shall not be such a day, by  presentation
and surrender of Options to QUINTEK at its principal office, or at the office of
its stock  transfer  agent,  if any, with  QUINTEK's  Option  Exercise Form duly
executed and  accompanied by payment (either in cash or by certified or official
bank  check,  payable to the order of  QUINTEK)  of the  Exercise  Price for the
number  of  shares  specified  in such  Form and  instruments  of  transfer,  if
appropriate, duly executed by the Holder or its duly authorized attorney.

         6.3 Alternative Manner of Exercise. In lieu of exercising the Option in
the manner set forth in Paragraph 6.2,  Options may be exercised in whole at any
time,  or in part from time to time,  during the period  commencing  on the Base
Date and expiring on the  Expiration  Date or, if any such day is a day on which
banking  institutions in the City of New York, New York are authorized by law to
close,  then on the  next  succeeding  day  that  shall  not be  such a day,  by
presentation and surrender of Options to QUINTEK at its principal  office, or at
the office of its stock transfer agent,  if any, with QUINTEK's  Option Exercise
Form duly executed and accompanied by payment (either in cash or by certified or
official  bank  check,  payable to the order of QUINTEK) of $.001 for each share
issuable upon exercise of Option, the number of such shares  (collectively,  the
"Alternative  Option  Shares") to be determined as  hereinafter  set forth,  and
instruments of transfer, if appropriate, duly executed by the Holder or its duly
authorized attorney.  Alternative Option Shares shall be determined according to
the following formula:

                                Z = A x (MP - EP)
                                       MP

                  For the purpose of this Section 1.2, the following definitions
shall apply:

                           (a) "Z" shall mean the number of  Alternative  Option
                  Shares;

                           (b) "A" shall  mean  that  number of shares of Common
                  Stock  issuable  upon  exercise of Option or the part  thereof
                  being  exercised  had  such  Option  or  part  been  exercised
                  pursuant to Section 1.1;

                           (c) "MP" shall mean the average of the closing prices
                  per share of the Common  Stock on the  securities  exchange or
                  automated  quotation  system  on  which  the  Common  Stock is
                  primarily  traded for the ten (10)  trading days ending on the
                  trading  day  prior  to  the  date  Option  is  presented  and
                  surrendered to QUINTEK; and

                           (d)  "EP"   shall   mean  the   Exercise   Price  (as
                  hereinabove defined).

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6.4               Partial Exercise; Taxes. If Option should be exercised in part
                  only,   QUINTEK   shall,   upon   surrender   of  Option   for
                  cancellation,  execute and deliver a new Option evidencing the
                  rights of  Executive  thereof to  purchase  the balance of the
                  shares  purchasable  hereunder.  Upon  receipt  by  QUINTEK of
                  Option, together with the Exercise Price, at its office, or by
                  the stock transfer  agent of QUINTEK at its office,  in proper
                  form for exercise,  Executive shall be deemed to be the holder
                  of record of the  shares of common  Stock  issuable  upon such
                  exercise,  notwithstanding  that the stock  transfer  books of
                  QUINTEK shall then be closed or that certificates representing
                  such  shares  of  Common  Stock  shall  not  then be  actually
                  delivered  to  Executive.   QUINTEK  shall  pay  any  and  all
                  documentary stamp or similar issuer taxes.

8. Property Rights, Confidential Information, and Trade Secrets of QUINTEK.

8.1 As used in this Agreement,  the terms "Confidential  Information" and "Trade
Secrets", collectively or individually, shall mean the following:

8.1.1  QUINTEK's  contracts,  marketing  plans,  purchases  and  sales,  whether
realized or in development,  including,  without limitation, any source of ideas
or projects;

8.1.2
Information  relating  to  QUINTEK's  business,  whether  or  not  such
         information is in writing;

8.1.3 Information  relating to QUINTEK's clients and candidates,  including such
persons'  resumes,  job  descriptions,  hiring needs and  preferences,  computer
systems, expertise, business endeavors, purchasing habits, and other information
concerning QUINTEK's business relations with its clients and candidates;

8.1.4 Information of a personal nature relating to QUINTEK's employees, officers
and managers,  including such persons'  salaries,  benefits,  special skills and
knowledge, identities and performance; and

8.1.5 QUINTEK'  records,  including,  but not limited to,  electronic,  written,
typed, or printed,  including without limitation client and candidates lists and
charts, other lists and charts,  memoranda,  notebooks,  correspondence,  notes,
letters, plans, proposals, contracts, files, resumes, job descriptions, employee
files, manuals, blank forms, materials and supplies, and all information therein
contained,  and similar items  affecting or relating to the business of QUINTEK,
whether  prepared by QUINTEK,  Executive,  or otherwise,  and any other tangible
source of information (whether or not written) relating to QUINTEK.


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8.2  Executive,  for the duration of his employment has had and will have access
to and become acquainted with Trade Secrets and/or  Confidential  Information of
QUINTEK which are owned by QUINTEK and which are regularly used in the operation
of the business of QUINTEK.  Executive  shall not disclose any of the  aforesaid
Trade Secrets and/or Confidential  Information,  directly or indirectly,  or use
Trade Secrets and/or Confidential Information in any way, either during the term
of this Agreement or at any time thereafter,  except actions  undertaken for the
benefit of  QUINTEK  as  required  in the  course of his  employment.  All Trade
Secrets and/or Confidential  Information coming into his possession shall remain
the exclusive  property of QUINTEK and shall not be copied  and/or  removed from
the premises of QUINTEK  under any  circumstances  whatsoever  without the prior
written  consent  of  QUINTEK,  except  in  the  normal  course  of  Executive's
employment.  Under no  circumstance  can such Trade Secrets and/or  Confidential
Information  be allowed to fall directly or  indirectly  into the hands of or be
used by any competitor or potential competitor of QUINTEK's.  To the extent that
Executive  originates,  develops,  or reduces to writing  Trade  Secrets  and/or
Confidential Information,  Executive does so within the scope of his employment.
QUINTEK possesses all right, title, and interest in all Confidential Information
and/or Trade Secrets, whether created by QUINTEK or Executive.

8.3 In the event of any termination of employment with QUINTEK, Executive agrees
to deliver promptly to QUINTEK all files, records,  documents,  drawings, client
or candidate lists,  resumes,  job descriptions,  plans,  proposals,  contracts,
charts, other lists and charts, equipment, books, notebooks, memoranda, reports,
correspondence,  or other written,  electronic or graphic  records and the like,
and  all  other  Trade  Secrets  and/or  Confidential  Information  relating  to
QUINTEK's  business,  which  are or have  been in his  possession  or under  his
control,  in good  condition,  ordinary  wear and tear and  damage  by any cause
beyond the control of Executive excepted.

8.4  Executive  shall not,  following the  termination  of his  employment  with
QUINTEK,  either  directly or  indirectly,  or by action in concert with others,
either for  Executive's  own benefit or for the  benefit of any other  person or
entity:

8.4.1 Make known to any person the names,  addresses or telephone numbers or any
of the  candidates,  clients or projects  of QUINTEK or any other Trade  Secrets
and/or Confidential Information pertaining to them;

8.4.2  For  a  period  of  twelve  (12)  months  following  the  termination  of
Executive's  employment  with QUINTEK,  divert,  interfere with or take away, or
attempt to divert, interfere with or take away, any of the projects,  clients or
candidates  of  QUINTEK,   including  without   limitation  all  those  clients,
candidates  and  projects  with whom  Executive  became  acquainted  during  his
employment  with QUINTEK,  either for  Executive's  own benefit or for any other
person or entity;

8.4.3 Induce in any way,  directly or indirectly,  QUINTEK's  employees,  and/or
persons  working with and/or  contracting  with QUINTEK,  to disclose  QUINTEK's
Trade Secrets and/or Confidential Information to any person;

8.4.4  For  a  period  of  twelve  (12)  months  following  the  termination  of
Executive's  employment  with QUINTEK,  hire or take away, or attempt to hire or
take away, any of QUINTEK's employees,  and/or independent  contractors,  and/or
persons working with and/or contracting with QUINTEK; and


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<PAGE>

8.4.5  For  a  period  of  twelve  (12)  months  following  the  termination  of
Executive's  employment with QUINTEK,  induce or influence (or seek to induce or
influence)  any  person  who is  engaged  (as an  employee,  agent,  independent
contractor,  or  otherwise)  by QUINTEK to terminate  his or her  employment  or
engagement or breach their duties of obligations owed to QUINTEK.

8.4.6 Executive  agrees that he shall not disparage  QUINTEK to clients or other
third parties,  or otherwise  make  statements or take actions which would place
QUINTEK in a negative  light.  Similarly,  QUINTEK  agrees that its officers and
directors  shall not disparage  Executive to clients or other third parties,  or
otherwise  make  statements  or take  actions  which would place  Executive in a
negative light.

8.5 For the  duration  of this  Agreement,  Executive  shall  not,  directly  or
indirectly,  either as an  employee,  employer,  consultant,  agent,  principal,
partner, stockholder,  corporate officer, director or in any other individual or
representative  capacity,  engage  or  participate  in any  business  that is in
competition in any manner  whatsoever with the business of QUINTEK,  without the
prior written consent of the Board or the Chief Financial Officer.  "Directly or
indirectly" means that Executive will not benefit in any way, shape or form from
any affiliation or consultation  with any business that is engaged in film based
imaging,  custom  application  development,  staffing and permanent  placements,
whether  or not he is an owner,  director,  officer,  shareholder,  employee  or
consultant for such firm or entity.

9. Entire  Agreement,  Etc.  This  Agreement  contains the entire and  exclusive
agreement  of the  parties  hereto.  No prior  written  or oral  representations
between them  originating  before the date of the Agreement not embodied  herein
shall be of any force or effect.  The parties have mutually  participated in the
negotiation and  preparation of this Agreement and no rule of construction  that
the Agreement shall be construed against the drafting party shall apply hereto.

10. Modification.  This Agreement may not be superseded and none of the terms of
this Agreement can be waived or modified except by an express written  agreement
signed  by  all  parties  hereto.  Any  oral  representations  or  modifications
concerning  this  Agreement  (including  any fully  executed oral  agreements or
modifications)  shall be of no force or effect unless  contained in a subsequent
written modification signed by all parties.

11.  Release  of Any Prior  Bonus  Claims.  As  further  consideration  for this
Agreement,  Executive,  on his own behalf  and on behalf of his  heirs,  spouse,
executors, administrators,  employees and agents, hereby releases and discharges
QUINTEK  and its  parents,  subsidiaries  and  affiliates,  and  each  of  their
respective officers, managers,  directors,  partners,  employees,  predecessors,
successors, assigns, stockholders,  representatives and agents, individually and
collectively,  of and from any and all  known or  unknown  liabilities,  claims,
demands or any other  thing for which he or any of them have or may have a known
or unknown cause of action,  claim,  or demand for damages,  whether  certain or
speculative,  which may have at any time prior  hereto  come into  existence  or
which may be brought in the future in connection with  obligations by QUINTEK to
pay any bonus of any kind to  Executive  which have  arisen at any time prior to
the date of this Agreement.

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<PAGE>


12.  Severability.  If any  term,  provision,  covenant,  or  condition  of this
Agreement  (the  "Provision")  is held by an  arbitrator or a court of competent
jurisdiction to be invalid, void, or unenforceable,  the remaining provisions of
this  Agreement  shall  remain in full  force and  effect and in no way shall be
affected,  impaired, or invalidated.  If possible, the Provision shall remain in
effect but shall be modified by the court only to the extent  necessary  to make
it reasonable.

13. Arbitration.  If a dispute should arise between QUINTEK and Executive, or in
the  event  of any  claim  arising  under or  involving  any  provision  of this
Agreement,  Executive  and QUINTEK  agree to make all  efforts to resolve  these
disputes  through (1) voluntary  and  non-binding  mediation;  and (2) final and
binding arbitration.

         This policy applies to, but is not limited to, all disputes relating to
termination of employment,  termination or breach of this Agreement,  or alleged
unlawful  discrimination  and/or unlawful harassment.  Disputes covered include,
but are not limited to, the following:  (a) alleged violations of federal, state
and/or local constitutions,  statutes or regulations  (including but not limited
to  anti-discrimination  and  anti-harassment  laws);  (b)  claims  based on any
purported breach of contractual  obligation (including but not limited to breach
of the  covenant of good faith and fair  dealing  and  wrongful  termination  or
constructive  termination);  (c) claims based on any purported breach of duty in
tort,  including but not limited to violations of public policy;  and (d) claims
arising under or involving any provision of this Agreement.

         Notwithstanding   the  above,  the  following  types  of  disputes  are
expressly  excluded and not covered by this  Agreement  or policy:  (a) disputes
related to worker's  compensation  and  unemployment  insurance;  (b) claims for
injunctive  relief  which  relate  to  or  arise  out  of   confidentiality   or
noncompetition conditions of employment, trade secrets, intellectual property or
unfair  competition;  and (c) disputes or claims that are expressly  excluded by
statute or are expressly  required to be arbitrated under a different  procedure
pursuant to the terms of an employee benefit plan.

         IN  CONSIDERATION  FOR AND AS A MATERIAL  CONDITION OF  EMPLOYMENT  AND
CONTINUATION  OF  EMPLOYMENT  WITH  QUINTEK,  EXECUTIVE  AND QUINTEK  AGREE THAT
ALTERNATIVE DISPUTE RESOLUTION,  INCLUDING FINAL AND BINDING ARBITRATION,  SHALL
BE THE EXCLUSIVE MEANS FOR RESOLVING  COVERED  DISPUTES;  NO OTHER ACTION MAY BE
BROUGHT IN COURT OR IN ANY OTHER FORUM.  THE PARTIES  ACKNOWLEDGE AND AGREE THAT
BY SIGNING THIS  AGREEMENT  THEY ARE WAIVING THEIR RIGHTS TO COURT ACTION AND TO
TRIAL BY JUDGE OR JURY.

         IF A DISPUTE IS SUBMITTED TO ARBITRATION,  THE DISPUTE SHALL BE SETTLED
BY  ARBITRATION IN CAMARILLO,  CALIFORNIA,  AND JUDGMENT UPON THE AWARD RENDERED
MAY BE ENTERED IN ANY COURT OF COMPENTENT  JURISDICTION.  THE ARBITRATION  SHALL
TAKE PLACE UNDER THE AUSPICES OF THE JAMS/ENDISPUTE  ("JAMS") IN ACCORDANCE WITH
JAMS' EMPLOYMENT DISPUTE RESOLUTION  PROGRAM.  THE PARTY REQUESTING  ARBITRATION
SHALL GIVE A WRITTEN  DEMAND FOR  ARBITRATION TO THE OTHER PARTY SETTING FORTH A
STATEMENT  OF THE NATURE OF THE  DISPUTE,  THE AMOUNT  INVOLVED AND THE REMEDIES
SOUGHT.  QUINTEK SHALL PAY ALL THE UP-FRONT COSTS OF THE ARBITRATION,  INCLUDING
FILING AND HEARING FEES, BUT EACH PARTY SHALL PAY ITS OWN ATTORNEY'S FEES.

                                       11
<PAGE>


         Nothing in this Agreement to engage in alternative  dispute  resolution
shall be construed as  precluding  Employee  from filing a charge with the Equal
Employment  Opportunity  Commission ("EEOC"), the National Labor Relations Board
("NLRB")  or  other  federal,  state  or local  agency,  seeking  administrative
assistance  in  resolving  claims.  However,  any  claim  that  is not  resolved
administratively  through such an agency shall be subject to this  Agreement and
the ADR Policy.

         This agreement to engage in  alternative  dispute  resolution  does not
alter or otherwise  affect  Employee's  employment  under this  Agreement.  This
section  and the ADR Policy  shall  survive  and  continue  in effect  after the
termination of employee's employment and/or the expiration of this Agreement.

14. Choice of Law. This Agreement shall be governed by and interpreted  with the
laws of the State of California.

15.  Employment  Policies.  Executive  shall be  subject to  QUINTEK's  Employee
Handbook and such other employee  policies as QUINTEK may establish from time to
time,  which  Handbook and  policies are subject to revision.  To the extent the
Agreement  differs from or  contradicts  QUINTEK's  other  employment  policies,
whether oral or written, this Agreement shall control.

16. Waiver.  The failure of either party to insist on strict compliance with any
of the terms of this  Agreement  shall not be deemed a waiver of that term or of
that party's right to subsequently enforce that term.

17.  Attorneys'  Fees.  The  parties  hereto  agree to bear  their own costs and
attorneys'  fees incurred in the  negotiation  and drafting of this Agreement or
otherwise incurred prior to the date of execution hereof.

18. Notice. Any notices, requests, demands, or other communications with respect
to this  Agreement  shall be in writing and shall be (i)  personally  delivered,
(ii) sent by  facsimile  transmission,  (iii) sent by the United  States  Postal
Service,  registered  or  certified  mail,  return  receipt  requested,  or (iv)
delivered by a nationally recognized express overnight courier service,  charges
prepaid,  to the addresses set forth below except that any  communications  from
Executive to QUINTEK shall also be sent to 1327 Red Bluff Lane,  Diamond Bar, CA
91765 (such  addresses to be changed by parties as they may specify from time to
time in  accordance  with this  Section).  Any such notice  shall,  when sent in
accordance  with the  preceding  sentence,  be  deemed  to have  been  given and
received on the earliest of (i) the day delivered to such address,  (ii) the day
sent by facsimile transmission,  (iii) the third business day following the date
deposited with the United States Postal Service, or (iv) 24 hours after shipment
by such courier service.

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<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                           EMPLOYER:
                           QUINTEK TECHNOLOGIES, INC.



                           By:____________________________________



                           Its:
                               ------------------------------------




                           EMPLOYEE:
                           Robert Brownell


                           /s/ Robert Brownell
                           -------------------------------
                           [address]
                           -------------------------------


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