Exhibit 10.20
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

         Registration   Rights   Agreement   dated   November   26,  2003  (this
"Agreement") by and between QUINTEK TECHNOLOGIES, INC., a California corporation
(the  "Company"),   and  KAZI  MANAGEMENT  V.I.,  LLC,  a  U.S.  Virgin  Islands
corporation (the "Investor").

         WHEREAS,  upon the  terms and  subject  to the  conditions  of the Note
Purchase  Agreement  dated of even date herewith by and between the Investor and
the Company (the "Note Purchase Agreement"), the Company has agreed to issue and
sell to the Investor a total of five (5) Convertible  Notes (the "Notes"),  each
in $100,000 denominations with a 10% annual interest rate and one year term, and
convertible  in  accordance  with the terms thereof into shares of the Company's
Common Stock (the "Shares") at a conversion price of $0.06. (The Shares included
in the Registrable Securities (as hereinafter defined) are sometimes referred to
herein as the "Shares" or "Common Stock").  Further, bonus Warrants ("Warrants")
to purchase one share of Common Stock, exercisable for five years, at $0.06 are
issuable on a one-to one basis with each Share issued upon  conversion of all or
part of a Note. Pursuant to the Note Purchase Agreement,  upon conversion of all
of the  Notes  and  accrued  interest  (calculated  at one  year  of 10%  simple
interest),  a total of 8,333,333  shares of the Company's  Common Stock would be
eligible for  registration  under the  Securities  Act;  and the Investor  would
receive an additional  8,333,333  Warrants to purchase an  additional  8,333,333
shares of Common Stock (the "Warrants"), which shares of Common Stock underlying
said Warrants would also be eligible for registration under the Securities Act";
and

         WHEREAS,  to induce  the  Investor  to  execute  and  deliver  the Note
Purchase Agreement, the Company has agreed to provide with respect to the Common
Stock issuable upon conversion of the Notes as well as the Common Stock issuable
upon exercise of the Warrants certain  registration  rights under the Securities
Act;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained herein, the parties hereto,  intending to be legally bound,
hereby agree as follows:

          1. Definitions

          (A) As used in this  Agreement,  the  following  terms  shall have the
meanings:

                   (1)  "Affiliate"  of any  specified  Person  means  any other
Person who directly,  or indirectly  through one or more  intermediaries,  is in
control of, is controlled  by, or is under common  control with,  such specified
Person.  For purposes of this  definition,  control of a Person means the power,
directly or  indirectly,  to direct or cause the direction of the management and
policies of such Person whether by contract, securities, ownership or otherwise;
and the  terms  "controlling"  and  "controlled"  have the  respective  meanings
correlative to the foregoing.

                  (2) "Closing Date" means November 26, 2003.

                  (3)    "Commission"   means  the   Securities   and   Exchange
Commission.

                  (4) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended, and the rules and regulations of the Commission  thereunder,  or any
similar successor statute.

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                  (5)  "Investor"  means each of the Investor and any transferee
or assignee of Registrable Securities which agrees to become bound by all of the
terms and provisions of this Agreement in accordance with Section 8 hereof.

                  (6) "Person" means any individual,  partnership,  corporation,
limited   liability   company,   joint  stock   company,   association,   trust,
unincorporated organization,  or a government or agency or political subdivision
thereof.

                  (7)  "Prospectus"  means the  prospectus  (including,  without
limitation,  any preliminary  prospectus and any final prospectus filed pursuant
to Rule 424(b) under the Securities Act, including any prospectus that discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  on Rule 430A  under the  Securities  Act)
included  in the  Registration  Statement,  as  amended or  supplemented  by any
prospectus  supplement  with respect to the terms of the offering of any portion
of the Registrable  Securities covered by the Registration  Statement and by all
other  amendments  and  supplements to such  prospectus,  including all material
incorporated  by reference in such  prospectus and all documents filed after the
date of such  prospectus by the Company under the Exchange Act and  incorporated
by reference therein.

                   (8)  "Public  Offering"  means an offer  registered  with the
Commission and the appropriate  state  securities  commissions by the Company of
its Common Stock and made pursuant to the Securities Act.

                   (9) "Registrable  Securities" means: (i) the Shares; (ii) the
Common  Stock issued or issuable  upon  exercise of the  Warrants;  or (iii) any
additional Shares or the Common Stock underlying any additional  Warrants issued
pursuant to Section 6 of the Note Purchase Agreement; provided, however, a share
of Common  Stock shall cease to be a  Registrable  Security for purposes of this
Agreement when it no longer is a Restricted Security.

                   (10) "Registration  Statement" means a registration statement
of the Company filed on an  appropriate  form under the Securities Act providing
for the  registration  of, and the sale on a continuous  or delayed basis by the
holders  of, all of the  Registrable  Securities  pursuant to Rule 415 under the
Securities Act,  including the Prospectus  contained  therein and forming a part
thereof,  any amendments to such registration  statement and supplements to such
Prospectus,  and all exhibits to and other material incorporated by reference in
such registration statement and Prospectus.

                  (11)  "Restricted  Security" means the Shares and any share of
Common Stock issued upon  exercise of the  Warrants or the  Additional  Warrants
except any such  share that (i) has been  registered  pursuant  to an  effective
registration   statement   under  the  Securities  Act  and  sold  in  a  manner
contemplated by the prospectus included in such registration statement, (ii) has
been transferred in compliance with the resale  provisions of Rule 144 under the
Securities Act (or any successor provision thereto) or is transferable  pursuant
to  paragraph  (k) of Rule  144  under  the  Securities  Act  (or any  successor
provision  thereto) or (iii)  otherwise has been  transferred and a new share of
Common Stock not subject to transfer  restrictions  under the Securities Act has
been delivered by or on behalf of the Company.

                   (12)  "Securities  Act" means the  Securities Act of 1933, as
amended,  and the rules and  regulations  of the Commission  thereunder,  or any
similar successor statute.

          (B) All  capitalized  terms  used  and not  defined  herein  have  the
respective meaning assigned to them in the Securities  Purchase Agreement or the
Debenture.

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          2. Registration

                   (A) Filing and Effectiveness of Registration  Statement.  The
Company  shall  prepare and file with the  Commission a  Registration  Statement
relating to the offer and sale of the  Registrable  Securities and shall use its
best  efforts to cause the  Commission  to declare such  Registration  Statement
effective  under the Securities  Act as promptly as practicable  but in no event
later than ninety (90) days after the Closing Date.  The Company shall  promptly
(and,  in any event,  no more than 24 hours after it receives  comments from the
Commission),  notify the Investor  when and if it receives any comments from the
Commission on the  Registration  Statement  and promptly  forward a copy of such
comments, if they are in writing, to the Investor. At such time after the filing
of the  Registration  Statement  pursuant to this Section 2(A) as the Commission
indicates,  either  orally or in writing,  that it has no further  comments with
respect  to such  Registration  Statement  or that it is  willing  to  entertain
appropriate  requests for  acceleration of  effectiveness  of such  Registration
Statement,  the  Company  shall  promptly,  and in no event  later  than two (2)
business days after receipt of such indication from the Commission, request that
the  effectiveness  of  such  Registration   Statement  be  accelerated   within
forty-eight (48) hours of the Commission's  receipt of such request. The Company
shall notify the Investor by written notice that such Registration Statement has
been declared effective by the Commission within 24 hours of such declaration by
the Commission.

                   (B)  Eligibility  for Use of Form S-3 or an SB-2. The Company
agrees  that  at such  time as it  meets  all  the  requirements  for the use of
Securities  Act  Registration  Statement on Form S-3 or SB-2,  it shall file all
reports  and  information  required to be filed by it with the  Commission  in a
timely manner and take all such other action so as to maintain such  eligibility
for the use of such form.

                   (C)  (i) If  the  Company  proposes  to  register  any of its
warrants,  Common Stock or any other shares of common stock of the Company under
the  Securities  Act (other  than a  registration  (A) on Form S-8 or S-4 or any
successor or similar forms,  (B) relating to Common Stock or any other shares of
common stock of the Company  issuable upon exercise of employee share options or
in connection with any employee benefit or similar plan of the Company or (C) in
connection  with a direct or  indirect  acquisition  by the  Company  of another
Person or any  transaction  with  respect  to which  Rule 145 (or any  successor
provision)  under the Securities  Act applies),  whether or not for sale for its
own account, it will each such time, give prompt written notice at least 20 days
prior to the anticipated  filing date of the registration  statement relating to
such registration to the Investor,  which notice shall set forth such Investor's
rights under this Section 2(C) and shall offer such Investor the  opportunity to
include in such registration  statement such number of Registrable Securities as
such Investor may request.  Upon the written  request of Investor made within 10
days after the receipt of notice from the Company  (which  request shall specify
the  number  of  Registrable  Securities  intended  to be  disposed  of by  such
Investor),  the  Company  will use its best  efforts to effect the  registration
under the Securities Act of all Registrable Securities that the Company has been
so requested to register by each Investor, to the extent requisite to permit the
disposition  of  the  Registrable  Securities  so  to be  registered;  provided,
however,  that if, at any time after giving  written  notice of its intention to
register any Registrable  Securities pursuant to this Section 2 and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company  shall  determine for any reason not to register such
Registrable  Securities,  the Company shall give written notice to each Investor
and, thereupon,  shall be relieved of its obligation to register any Registrable
Securities in connection with such registration. The Company's obligations under
this Section 2(C) shall terminate on the date that the registration statement to
be  filed  in  accordance  with  Section  2(A)  is  declared  effective  by  the
Commission.
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                   (ii) If a registration pursuant to this Section 2(C) involves
a Public Offering and the managing underwriter thereof advises the Company that,
in its view,  the  number of shares of Common  Stock  that the  Company  and the
Investor  intend to include in such  registration  exceeds the largest number of
shares of Common Stock that can be sold without having an adverse effect on such
Public Offering (the "Maximum Offering Size"),  the Company will include in such
registration  only such number of shares of Common  Stock as does not exceed the
Maximum  Offering  Size,  and the number of shares in the Maximum  Offering Size
shall be  allocated  among the Company,  the  Investor and any other  sellers of
Common Stock in such Public Offering  ("Third-Party  Sellers"),  first, pro rata
among the Investor until all the shares of Common Stock  originally  proposed to
be offered for sale by the Investor have been  allocated,  and second,  pro rata
among the Company and any Third-Party  Sellers, in each case on the basis of the
relative number of shares of Common Stock originally  proposed to be offered for
sale under such  registration  by the Investor,  the Company and the Third-Party
Sellers, as the case may be. If as a result of the proration  provisions of this
Section  2(C)(ii),  the Investor is not entitled to include all such Registrable
Securities in such registration, such Investor may elect to withdraw its request
to include any  Registrable  Securities  in such  registration.  With respect to
registrations  pursuant to this Section 2(C), the number of securities  required
to satisfy any underwriters'  over-allotment option shall be allocated among the
Company,  the  Investor  and any Third Party Seller pro rata on the basis of the
relative  number of securities  offered for sale under such  registration by the
Investor,  the Company and any such Third Party  Sellers  before the exercise of
such over-allotment option.

          3. Obligations of the Company

         In connection with the registration of the Registrable Securities,  the
Company shall:

                   (A)  Promptly (i) prepare and file with the  Commission  such
amendments (including  post-effective  amendments) to the Registration Statement
and  supplements to the Prospectus as may be necessary to keep the  Registration
Statement  continuously  effective and in compliance  with the provisions of the
Securities  Act applicable  thereto so as to permit the Prospectus  forming part
thereof to be current  and useable by  Investor  for resales of the  Registrable
Securities  for a  period  of  five  (5)  years  from  the  date  on  which  the
Registration  Statement  is first  declared  effective  by the  Commission  (the
"Effective  Time")  or such  shorter  period  that will  terminate  when all the
Registrable  Securities  covered by the  Registration  Statement  have been sold
pursuant  thereto in accordance  with the plan of  distribution  provided in the
Prospectus,  transferred  pursuant  to Rule  144  under  the  Securities  Act or
otherwise transferred in a manner that results in the delivery of new securities
not subject to transfer restrictions under the Securities Act (the "Registration
Period") and (ii) take all lawful action such that each of (A) the  Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, not misleading
and (B) the  Prospectus  forming  part of the  Registration  Statement,  and any
amendment or supplement  thereto,  does not at any time during the  Registration
Period  include  an  untrue  statement  of a  material  fact or omit to  state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading;

                   (B)  During  the   Registration   Period,   comply  with  the
provisions of the Securities Act with respect to the  Registrable  Securities of
the Company covered by the Registration Statement until such time as all of such
Registrable  Securities  have been disposed of in  accordance  with the intended
methods of disposition  by the Investor as set forth in the  Prospectus  forming
part of the Registration Statement;

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                   (C) (i)  Prior  to the  filing  with  the  Commission  of any
Registration  Statement  (including any amendments thereto) and the distribution
or delivery of any Prospectus (including any supplements  thereto),  provide (A)
draft  copies  thereof to the Investor  and reflect in such  documents  all such
comments as the Investor (and its counsel) reasonably may propose and (B) to the
Investor a copy of the accountant's  consent letter to be included in the filing
and (ii) furnish to the Investor  whose  Registrable  Securities are included in
the Registration  Statement and its legal counsel identified to the Company, (A)
promptly  after the same is prepared  and publicly  distributed,  filed with the
Commission,  or received by the Company, one copy of the Registration Statement,
each Prospectus, and each amendment or supplement thereto and (B) such number of
copies of the Prospectus and all  amendments  and  supplements  thereto and such
other documents,  as such Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor;

                   (D)  (i)  Register  or  qualify  the  Registrable  Securities
covered by the  Registration  Statement under such securities or "blue sky" laws
of such  jurisdictions as the Investor who holds a  majority-in-interest  of the
Registrable Securities being offered reasonably requests,  (ii) prepare and file
in such jurisdictions such amendments (including post-effective  amendments) and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof at all times during the Registration Period,
(iii) take all such other lawful  actions as may be  necessary to maintain  such
registrations and  qualifications in effect at all times during the Registration
Period and (iv) take all such  other  lawful  actions  reasonably  necessary  or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not be  required  in  connection
therewith  or as a  condition  thereto  to (A)  qualify  to do  business  in any
jurisdiction  where it would not  otherwise  be required to qualify but for this
Section 3(D), (B) subject itself to general taxation in any such jurisdiction or
(C) file a general consent to service of process in any such jurisdiction;

                   (E) As promptly as  practicable  after becoming aware of such
event,  notify the Investor of the occurrence of any event, as a result of which
the  Prospectus  included  in the  Registration  Statement,  as then in  effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading,  and
promptly  prepare an amendment to the  Registration  Statement and supplement to
the  Prospectus  to correct such untrue  statement  or  omission,  and deliver a
number  of copies of such  supplement  and  amendment  to the  Investor  as such
Investor may reasonably request;

                  (F) As promptly as  practicable  after  becoming aware of such
event,  notify the Investor who holds Registrable  Securities being sold (or, in
the  event  of an  underwritten  offering,  the  managing  underwriters)  of the
issuance  by the  Commission  of any  stop  order  or  other  suspension  of the
effectiveness  of the Registration  Statement at the earliest  possible time and
take all lawful  action to effect the  withdrawal,  recession or removal of such
stop order or other suspension;

                   (G)  Cause  all the  Registrable  Securities  covered  by the
Registration  Statement  to be  listed  on  the  principal  national  securities
exchange,  and  included in an  inter-dealer  quotation  system of a  registered
national securities association,  on or in which securities of the same class or
series issued by the Company are then listed or included;

                   (H) Maintain a transfer agent and  registrar,  which may be a
single entity, for the Registrable  Securities not later than the effective date
of the Registration Statement;

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                  (I)   Cooperate   with  the  Investor  who  hold   Registrable
Securities  being offered to facilitate the timely  preparation  and delivery of
certificates  for the  Registrable  Securities  to be  offered  pursuant  to the
registration   statement  and  enable  such  certificates  for  the  Registrable
Securities to be in such  denominations  or amounts,  as the case may be, as the
Investor reasonably may request and registered in such names as the Investor may
request;  and,  within three (3) business  days after a  registration  statement
which includes  Registrable  Securities is declared effective by the Commission,
deliver  and cause  legal  counsel  selected  by the  Company  to deliver to the
transfer agent for the Registrable Securities (with copies to the Investor whose
Registrable   Securities  are  included  in  such  registration   statement)  an
appropriate  instruction  and,  to the  extent  necessary,  an  opinion  of such
counsel;

                  (J) Take all such other lawful actions reasonably necessary to
expedite and  facilitate  the  disposition  by the  Investor of its  Registrable
Securities  in accordance  with the intended  methods  therefor  provided in the
Prospectus which are customary under the circumstances;

                  (K) Make generally  available to its security  holders as soon
as  practicable,  but in any event not later than three (3) months after (i) the
effective  date (as  defined in Rule  158(c)  under the  Securities  Act) of the
Registration  Statement  and  (ii)  the  effective  date of each  post-effective
amendment  to the  Registration  Statement,  as the  case  may be,  an  earnings
statement of the Company and its  subsidiaries  complying with Section 11 (a) of
the  Securities Act and the rules and  regulations of the Commission  thereunder
(including, at the option of the Company, Rule 158);

                   (L)  In  the  event  of an  underwritten  offering,  promptly
include or incorporate in a Prospectus supplement or post-effective amendment to
the  Registration  Statement such  information as the managers  reasonably agree
should be included  therein and to which the Company does not reasonably  object
and make all required  filings of such Prospectus  supplement or  post-effective
amendment  as soon as  practicable  after it is  notified  of the  matters to be
included  or  incorporated  in  such  Prospectus  supplement  or  post-effective
amendment;

                   (M) (i) Make reasonably available for inspection by Investor,
any underwriter  participating  in any disposition  pursuant to the Registration
Statement, and any attorney, accountant or other agent retained by such Investor
or any such  underwriter  all relevant  financial and other  records,  pertinent
corporate documents and properties of the Company and its subsidiaries, and (ii)
cause the Company's officers,  directors and employees to supply all information
reasonably  requested  by  such  Investor  or any  such  underwriter,  attorney,
accountant or agent in connection with the Registration Statement, in each case,
as is customary for similar due diligence examinations;  provided, however, that
all records,  information  and documents  that are  designated in writing by the
Company, in good faith, as confidential,  proprietary or containing any material
nonpublic  information  shall be kept confidential by such Investor and any such
underwriter,   attorney,   accountant  or  agent  (pursuant  to  an  appropriate
confidentiality  agreement in the case of any such holder or agent), unless such
disclosure is made  pursuant to judicial  process in a court  proceeding  (after
first giving the Company an opportunity  promptly to seek a protective  order or
otherwise  limit the scope of the  information  sought  to be  disclosed)  or is
required by law, or such records,  information or documents  become available to
the  public  generally  or  through  a  third  party  not  in  violation  of  an
accompanying obligation of confidentiality;  and provided, further, that, if the
foregoing  inspection and  information  gathering  would  otherwise  disrupt the
Company's  conduct of its business,  such inspection and  information  gathering
shall, to the maximum extent possible,  be coordinated on behalf of the Investor
and the other parties entitled thereto by one firm of counsel designed by and on
behalf of the majority in interest of Investor and other parties;

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                  (N) In connection with any  underwritten  offering,  make such
representations   and   warranties  to  the  Investor   participating   in  such
underwritten  offering and to the managers,  in form, substance and scope as are
customarily  made by the  Company  to  underwriters  in  secondary  underwritten
offerings;

                   (O) In  connection  with any  underwritten  offering,  obtain
opinions of counsel to the Company (which  counsel and opinions (in form,  scope
and substance)  shall be reasonably  satisfactory to the managers)  addressed to
the underwriters,  covering such matters as are customarily  covered in opinions
requested in secondary  underwritten offerings (it being agreed that the matters
to be covered by such opinions shall include, without limitation, as of the date
of the opinion and as of the  Effective  Time of the  Registration  Statement or
most recent  post-effective  amendment thereto,  as the case may be, the absence
from the  Registration  Statement  and the  Prospectus,  including any documents
incorporated by reference therein,  of an untrue statement of a material fact or
the omission of a material  fact  required to be stated  therein or necessary to
make the  statements  therein  (in the case of the  Prospectus,  in light of the
circumstances  under which they were made) not misleading,  subject to customary
limitations);

                  (P) In connection with any underwritten offering, obtain "cold
comfort" letters and updates thereof from the independent  public accountants of
the Company (and, if necessary,  from the independent  public accountants of any
business  acquired by the Company for which  financial  statements and financial
data are,  or are  required  to be,  included  in the  Registration  Statement),
addressed to each underwriter  participating in such  underwritten  offering (if
such underwriter has provided such letter, representations or documentation,  if
any,  required for such cold comfort  letter to be so  addressed),  in customary
form and  covering  matters of the type  customarily  covered in "cold  comfort"
letters in connection with secondary underwritten offerings;

                   (Q) In connection  with any  underwritten  offering,  deliver
such documents and  certificates as may be reasonably  required by the managers,
if any, and

                   (R) In the event that any broker-dealer  registered under the
Exchange Act shall be an "Affiliate" (as defined in Rule 2729(b)(1) of the rules
and  regulations of the National  Association of Securities  Dealers,  Inc. (the
"NASD  Rules") (or any  successor  provision  thereto))  of the Company or has a
"conflict of interest" (as defined in Rule  2720(b)(7) of the NASD Rules (or any
successor   provision   thereto))  and  such  broker-dealer   shall  underwrite,
participate as a member of an underwriting  syndicate or selling group or assist
in the  distribution of any Registrable  Securities  covered by the Registration
Statement,  whether  as a  holder  of  such  Registrable  Securities  or  as  an
underwriter,  a  placement  or sales  agent or a broker  or  dealer  in  respect
thereof, or otherwise,  the Company shall assist such broker-dealer in complying
with the requirements of the NASD Rules, including,  without limitation,  by (A)
engaging a "qualified  independent  underwriter" (as defined in Rule 2720(b)(15)
of the NASD Rules (or any successor  provision  thereto)) to  participate in the
preparation  of  the  Registration   Statement   relating  to  such  Registrable
Securities,  to exercise usual standards of due diligence in respect thereof and
to recommend  the public  offering  price of such  Registrable  Securities,  (B)
indemnifying  such  qualified  independent  underwriter  to  the  extent  of the
indemnification  of underwriters  provided in Section 6 hereof and (C) providing
such  information  to such  broker-dealer  as may be  required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

         4. Obligations of the Investor

         In connection with the registration of the Registrable Securities,  the
Investor shall have the following obligations:

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                   (A) It shall be a condition  precedent to the  obligations of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable  Securities of a particular Investor that such Investor shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such registration as the Company may reasonably request;

                   (B)  The  Investor  by  its  acceptance  of  the  Registrable
Securities  agrees  to  cooperate  with  the  Company  in  connection  with  the
preparation  and filing of the  Registration  Statement  hereunder,  unless such
Investor  has  notified the Company in writing of its election to exclude all of
its Registrable Securities from the Registration Statement; and

                  (C) The Investor  agrees that, upon receipt of any notice from
the Company of the occurrence of any event of the kind described in Section 3(E)
or  3(F),  it shall  immediately  discontinue  its  disposition  of  Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such Investor's  receipt of the copies of the  supplemented or
amended  Prospectus  contemplated  by Section  3(E) and,  if so  directed by the
Company,  such  Investor  shall  deliver to the  Company  (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies in such  Investor's  possession,  of the  Prospectus  covering  such
Registrable Securities current at the time of receipt of such notice.

         5. Expenses of Registration

                   All   expenses,   other  than   underwriting   discounts  and
commissions,   incurred   in   connection   with   registrations,   filings   or
qualifications  pursuant to Section 3, but including,  without  limitation,  all
registration,  listing,  and qualifications  fees,  printing and engraving fees,
accounting fees, and the fees and disbursements of counsel for the Company shall
be borne by the Company.

         6. Indemnification and Contribution

                   (A)  Indemnification  by  the  Company.   The  Company  shall
indemnify and hold harmless each Investor and each  underwriter,  if any,  which
facilitates  the  disposition  of  Registrable  Securities,  and  each of  their
respective  officers and directors and each person who controls such Investor or
underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (each such person being sometimes hereinafter referred to as
an  "Indemnified  Person")  from and  against  any  losses,  claims,  damages or
liabilities,  joint or  several,  to which  such  Indemnified  Person may become
subject under the Securities Act or otherwise,  insofar as such losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue  statement  of a  material  fact  contained  in any  Registration
Statement or an omission or alleged  omission to state  therein a material  fact
required to be stated therein or necessary to make the statements  therein,  not
misleading,  or arise out of or are based upon an untrue statement of a material
fact  contained in any  Prospectus  or an omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading;   and  the  Company  hereby  agrees  to  reimburse  such
Indemnified  Person for all reasonable legal and other expenses incurred by them
in connection  with  investigating  or defending any such action or claim as and
when such expenses are incurred;  provided,  however, that the Company shall not
be liable to any such Indemnified Person in any such case to the extent that any
such  loss,  claim,  damage or  liability  arises out of or is based upon (i) an
untrue  statement or alleged untrue statement made in, or an omission or alleged
omission from, such Registration Statement or Prospectus in reliance upon and in

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<PAGE>

conformity with written information furnished to the Company by such Indemnified
Person  expressly  for use therein or (ii) in the case of the  occurrence  of an
event of the type specified in Section 3(E), the use by the  Indemnified  Person
of an outdated or  defective  Prospectus  after the Company has provided to such
Indemnified  Person an updated  Prospectus  correcting  the untrue  statement or
alleged  untrue  statement or omission or alleged  omission  giving rise to such
loss, claim, damage or liability.

                  (B) Notice of Claims,  etc.  Promptly after receipt by a party
seeking  indemnification  pursuant to this Section 6 (an "Indemnified Party") of
written  notice  of any  investigation,  claim,  proceeding  or other  action in
respect  of which  indemnification  is  being  sought  (each,  a  "Claim"),  the
Indemnified  Party promptly shall notify the party against whom  indemnification
pursuant to this  Section 6 is being  sought (the  "Indemnifying  Party") of the
commencement thereof; but the omission to so notify the Indemnifying Party shall
not relieve it from any liability that it otherwise may have to the  Indemnified
Party, except to the extent that the Indemnifying Party is materially prejudiced
and  forfeits  substantive  rights and  defenses by reason of such  failure.  In
connection  with any  Claim as to which  both  the  Indemnifying  Party  and the
Indemnified  Party are  parties,  the  Indemnifying  Party  shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim by the Indemnifying  Party, the Indemnified  Party shall have the right to
employ  separate  legal counsel and to participate in the defense of such Claim,
and the Indemnifying Party shall bear the reasonable fees,  out-of-pocket  costs
and expenses of such  separate  legal counsel to the  Indemnified  Party if (and
only if): (x) the  Indemnifying  Party shall have agreed to pay such fees, costs
and  expenses,  (y) the  Indemnified  Party  and the  Indemnifying  Party  shall
reasonably have concluded that  representation  of the Indemnified  Party by the
Indemnifying  Party by the same legal  counsel would not be  appropriate  due to
actual or, as reasonably  determined by legal counsel to the Indemnified  Party,
potentially  differing  interests  between  such  parties in the  conduct of the
defense  of such  Claim,  or if there  may be legal  defenses  available  to the
Indemnified  Party that are in addition to or disparate from those  available to
the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ
legal  counsel  reasonably  satisfactory  to  the  Indemnified  Party  within  a
reasonable period of time after notice of the commencement of such Claim. If the
Indemnified Party employs separate legal counsel in circumstances  other than as
described in clauses (x), (y) or (z) above, the fees, costs and expenses of such
legal counsel shall be borne  exclusively by the  Indemnified  Party.  Except as
provided above, the  Indemnifying  Party shall not, in connection with any Claim
in the same  jurisdiction,  be liable for the fees and expenses of more than one
firm of counsel for the  Indemnified  Party  (together  with  appropriate  local
counsel).  The Indemnified Party shall not, without the prior written consent of
the  Indemnifying  Party (which  consent  shall not  unreasonably  be withheld),
settle or compromise any Claim or consent to the entry of any judgment that does
not  include  an  unconditional  release  of the  Indemnifying  Party  from  all
liabilities with respect to such Claim or judgment.

                  (C) Contribution.  If the indemnification provided for in this
Section 6 is  unavailable  to or  insufficient  to hold harmless an  Indemnified
Person under subsection (A) above in respect of any losses,  claims,  damages or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative  fault [how is this  determined??]  of the  Indemnifying  Party and the
Indemnified  Party in connection with the statements or omissions which resulted
in such losses,  claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant  equitable  considerations.  The relative fault of
such  Indemnifying  Party and Indemnified Party shall be determined by reference
to,  among other  things,  whether the untrue or alleged  untrue  statement of a

                                       9
<PAGE>

material  fact or omission or alleged  omission to state a material fact relates
to information supplied by such Indemnifying Party or by such Indemnified Party,
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if  contribution  pursuant to this
Section 6(D) were determined by pro rata allocation (even if the Investor or any
underwriters were treated as one entity for such purpose) or by any other method
of  allocation  which  does not take  account  of the  equitable  considerations
referred to in this Section 6(D).  The amount paid or payable by an  Indemnified
Party as a result of the losses,  claims,  damages or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or other
fees or expenses  reasonably  incurred by such  Indemnified  Party in connection
with  investigating  or defending any such action or claim.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Investor and
any  underwriters  in this  Section  6(D) to  contribute  shall  be  several  in
proportion  to  the   percentage  of   Registrable   Securities   registered  or
underwritten, as the case may be, by them and not joint.

                   (D) Notwithstanding any other provision of this Section 6, in
no event shall any (i) Investor be required to undertake liability to any person
under  this  Section 6 for any  amounts  and (ii)  underwriter  be  required  to
undertake  liability  to any Person  hereunder  for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with respect to the  Registrable  Securities  underwritten by it and distributed
pursuant to the Registration Statement.

                  (E) The  obligations of the Company under this Section 6 shall
be in addition to any  liability  which the  Company may  otherwise  have to any
Indemnified  Person and the  obligations  of any  Indemnified  Person under this
Section 6 shall be in addition to any liability  which such  Indemnified  Person
may otherwise have to the Company.  The remedies  provided in this Section 6 are
not exclusive and shall not limit any rights or remedies  which may otherwise be
available to an indemnified party at law or in equity.

         7. Rule 144

         With a view to making  available  to the  Investor the benefits of Rule
144 under the  Securities  Act or any other  similar rule or  regulation  of the
Commission  that may at any time permit the Investor to sell  securities  of the
Company to the public without  registration  ("Rule 144"), the Company agrees to
use its best efforts to:

                   (1) comply with the  provisions  of paragraph (c) (1) of Rule
144 and

                  (2) file with the  Commission  in a timely  manner all reports
and other documents  required to be filed by the Company  pursuant to Section 13
or 15(d) under the Exchange  Act; and, if at any time it is not required to file
such reports but in the past had been required to or did file such  reports,  it
will,  upon the request of any Investor,  make  available  other  information as
required  by,  and so long as  necessary  to permit  sales of,  its  Registrable
Securities pursuant to Rule 144.

         8. Assignment

                  The rights to have the Company register Registrable Securities
pursuant to this Agreement  shall be  automatically  assigned by the Investor to
any permitted  transferee of all or any portion of such  Registrable  Securities
(or all or any portion of the Warrants of the Company which are convertible into
such  securities) only if (a) the Investor agrees in writing with the transferee


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<PAGE>

or assignee to assign such rights,  and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment,  (b) the Company is,
within a  reasonable  time after such  transfer or  assignment,  furnished  with
written  notice of (i) the name and address of such  transferee  or assignee and
(ii) the  securities  with respect to which such  registration  rights are being
transferred or assigned,  (c) immediately following such transfer or assignment,
the  securities  so  transferred  or  assigned  to the  transferee  or  assignee
constitute  Restricted  Securities  and (d) at or  before  the time the  Company
received  the written  notice  contemplated  by clause (b) of this  sentence the
transferee or assignee  agrees in writing with the Company to be bound by all of
the provisions contained herein.

         9. Amendment and Waiver

         Any  provision  of this  Agreement  may be amended  and the  observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and Investor who hold a majority-in-interest of the Registrable Securities.  Any
amendment or waiver  effected in accordance with this Section 9 shall be binding
upon each Investor and the Company.

         10. Changes in Common Stock

         If, and as often as,  there are any changes in the Common  Stock by way
of stock split, stock dividend,  reverse split, combination or reclassification,
or through merger, consolidation,  reorganization or recapitalization, or by any
other means,  appropriate  adjustment shall be made in the provisions hereof, as
may be required, so that the rights and privileges granted hereby shall continue
with respect to the Common Stock as so changed.

         11. Miscellaneous

                   (A) A person  or  entity  shall be  deemed  to be a holder of
Registrable  Securities  whenever  such  person  or entity  owns of record  such
Registrable  Securities.  If  the  Company  receives  conflicting  instructions,
notices or elections  from two or more  persons or entities  with respect to the
same  Registrable   Securities,   the  Company  shall  act  upon  the  basis  of
instructions,  notice or election  received  from the  registered  owner of such
Registrable Securities.

                   (B) Except as may be otherwise provided herein, any notice or
other  communication  or delivery  required or permitted  hereunder  shall be in
writing and shall be delivered personally, or sent by telecopier machine or by a
nationally  recognized overnight courier service, and shall be deemed given when
so delivered  personally,  or by telecopier machine or overnight courier service
as follows:

                            (1) if to the Company, to:

                           QUINTEK TECHNOLOGIES, INC.
                           537 Constitution Ave, Suite B
                           Camarillo, CA 93012
                           Attention: Robert Steele, CEO
                           Telecopier: (805) 482-6874
                            Telephone: (805) 383-3914

                            (2) if to the Investor, to:

                           Kazi Management VI, LLC
                           30 Dronnigens Gade, Suite B
                           St. Thomas, Virgin Islands 00802
                           Telecopier: (340) 714-7331
                           Telephone: (340) 643-7860

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<PAGE>
                            (3) if to any other  Investor,  at such  address  as
such Investor shall have provided in
writing to the Company.

                   The  Company,  the  Investor or any  Investor  may change the
foregoing address by notice given pursuant to this Section 11(B).

                   (C)  Failure  of any  party to  exercise  any right or remedy
under this Agreement or otherwise,  or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.

                  (D) This  Agreement  shall be governed by and  interpreted  in
accordance  with the laws of the  State of  Californiania.  Each of the  parties
consents to the jurisdiction of the federal courts whose districts encompass any
part of the City of  Camarillo  or the state  courts of the State of  California
sitting in Ventura  County in  connection  with any dispute  arising  under this
Agreement  and hereby  waives,  to the  maximum  extent  permitted  by law,  any
objection including any objection based on forum non conveniens, to the bringing
of any such proceeding in such jurisdictions.

                  (E) Should any party hereto employ an attorney for the purpose
of  enforcing  or  construing  this  Agreement,  or any  judgment  based on this
Agreement, in any legal proceeding whatsoever, including insolvency, bankruptcy,
arbitration,  declaratory relief or other litigation, the prevailing party shall
be entitled to receive from the other party or parties thereto reimbursement for
all  reasonable  attorneys'  fees and all  reasonable  costs,  including but not
limited to service of process,  filing  fees,  court and court  reporter  costs,
investigative  costs,  expert witness fees,  and the cost of any bonds,  whether
taxable or not, and that such reimbursement shall be included in any judgment or
final order issued in that  proceeding.  The "prevailing  party" means the party
determined by the court to most nearly  prevail and not  necessarily  the one in
whose favor a judgment is rendered.

                   (F) The remedies  provided in this  Agreement are  cumulative
and not  exclusive  of any  remedies  provided by law.  If any term,  provision,
covenant  or  restriction  of this  Agreement  is held by a court  of  competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms,  provisions,  covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected,  impaired or invalidated,
and the  parties  hereto  shall use their  best  efforts  to find and  employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated  by such term,  provision,  covenant or  restriction.  It is hereby
stipulated  and declared to be the intention of the parties that they would have
executed the remaining terms,  provisions,  covenants and  restrictions  without
including any of such that may be hereafter declared invalid,  illegal,  void or
unenforceable.

                   (G) This Agreement,  the Note Purchase  Agreement,  the Note,
the Security  Agreement and the Warrants of even date herewith among the Company
and the Investor  constitute the entire  agreement among the parties hereto with
respect to the  subject  matter  hereof.  There are no  restrictions,  promises,
warranties  or  undertakings,  other than those set forth or referred to herein.
These  Agreements  supersede all prior  agreements  and  undertakings  among the
parties hereto with respect to the subject matter hereof.

                  (H)  Subject to the  requirements  of  Section 8 hereof,  this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of each of the parties hereto.

                  (I) All  pronouns  and any  variations  thereof  refer  to the
masculine, feminine or neuter, singular or plural, as the context may require.

                   (J) The headings in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning thereof.

                                       12
<PAGE>

                   (K) This  Agreement may be executed in two (2)  counterparts,
each of which shall be deemed an original but both of which shall constitute one
and the same agreement.  A facsimile transmission of this signed Agreement shall
be legal and binding on the parties hereto.

         IN WITNESS WHEREOF,  the parties hereto have duly caused this Agreement
to be executed and delivered on the date first above written.

                           QUINTEK TECHNOLOGIES, INC.,
                           a California corporation


                            By: /s/ Robert Steele
                                --------------------------------------------
                               Name: Robert Steele
                               Title: Chairman & CEO


                            Investor:

                            KAZI MANAGEMENT V.I., LLC
                                /s/ Zubair Kazi
                            By: ---------------------------------------------
                                Name: Zubair Kazi
                                Title: President



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