Exhibit 10.21

                            STOCK PURCHASE AGREEMENT

                                    Between

                           QUINTEK TECHNOLOGIES, INC.
                                      and

                          LANGLEY PARK INVESTMENTS PLC

                                  July 7, 2004

         The shares of common stock of Quintek  Technologies,  Inc. to be issued
to Langley Park  Investments  PLC pursuant to this Agreement may not be sold for
two (2)  years  from the  date of  issuance  pursuant  to  section  4.10 of this
Agreement.  Langley Park  Investments PLC and its related parties may not engage
in short sales or hedging  transactions  involving  Quintek  Technologies,  Inc.
common stock as long as they own shares of such common stock pursuant to section
4.11 of this Agreement.







<PAGE>


TABLE OF CONTENTS
ARTICLE I         CERTAIN DEFINITIONS
1.1      Certain Definitions
ARTICLE II        PURCHASE AND SALE OF SHARES
2.1      Purchase and Sale; Purchase Price
2.2      Execution and Delivery of Documents; The Closing
ARTICLE III        REPRESENTATIONS AND WARRANTIES
3.1      Representations, Warranties and Agreements of the Target Company
3.2      Representations and Warranties of Langley
ARTICLE IV        OTHER AGREEMENTS OF THE PARTIES
4.1      Manner of Offering
4.2      Notice of Certain Events
4.3      Blue Sky Laws
4.4      Integration
4.5      Furnishing of Rule 144(c) Materials
4.6      Solicitation Materials
4.7      Listing of Common Stock
4.8      Indemnification
4.9      Sale of Langley Shares
         4.10     Lock Up by Langley
ARTICLE V         MISCELLANEOUS
5.1      Fees and Expenses.
5.2      Entire Agreement
5.3      Notices.
5.4      Amendments; Waivers
5.5      Headings
5.6      Successors and Assigns.
5.7      No Third Party Beneficiaries
5.8      Governing Law; Venue; Service of Process.
5.9      Survival.
5.10     Counterpart Signatures.
5.11     Publicity.
5.12     Severability.
5.13     Limitation of Remedies.


LIST OF SCHEDULES:

Schedule 3.1(a)            Subsidiaries
Schedule 3.1(c)            Capitalization  and Registration  Rights Schedule
Schedule 3.1(d)            Equity and Equity  Equivalent  Securities
Schedule  3.1(e)           Conflicts
Schedule 3.1(f)            Consents and Approvals
Schedule 3.1(g)            Litigation
Schedule 3.1(h)            Defaults and Violations


LIST OF EXHIBITS:

Exhibit A         Escrow Agreement
Exhibit B         Officer's Certificate

<PAGE>

         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of July 7, 2004,  between  Quintek  Technologies,  Inc.,  a  corporation
organized and existing  under the laws of the State of  California  (the "Target
Company"),  and Langley Park Investments PLC, a corporation  organized under the
laws of England and Wales with its offices at 30 Farringdon Street,  London EC4A
4HJ ( "Langley").

         WHEREAS,  subject  to the  terms  and  conditions  set  forth  in  this
Agreement,  the Target Company  desires to issue and sell to Langley and Langley
desires to acquire  from the Target  Company the shares of the Target  Company's
common stock, par value $.001 (the "Common Stock") for the Total Purchase Price.
The consideration to be paid by Langley for the Common Stock shall be subject to
certain downside price protection (the "Downside Price Protection")  provided in
Section 2 of the Escrow Agreement.

         IN CONSIDERATION  of the mutual covenants  contained in this Agreement,
the Target Company and Langley agree as follows:

                                   ARTICLE I

                              CERTAIN DEFINITIONS

1.1      Certain Definitions.

         As used in this Agreement,  and unless the context requires a different
meaning, the following terms have the meanings indicated:

         "Affiliate"  means,  with  respect  to any  Person,  any  Person  that,
directly or  indirectly,  controls,  is controlled by or is under common control
with such Person.  For the purposes of this  definition,  "control"  (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with") shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of the  management  and policies of such Person,  whether
through the ownership of voting securities or by contract or otherwise.

         "Agreement"  shall  have the  meaning  set  forth  in the  introductory
paragraph of this Agreement.

         "Attorney-in-Fact"  means  Gottbetter  &  Partners,  LLP,  488  Madison
Avenue, 12 Floor, New York, NY 10022; Tel: 212-400-6900; Fax: 212-400-6901.

         "Business  Day" means any day except  Saturday,  Sunday,  any day which
shall be a legal holiday or a day on which banking  institutions in the State of
New York are authorized or required by law or other government actions to close.

         "Change of Control" means the acquisition,  directly or indirectly,  by
any Person of ownership  of, or the power to direct the exercise of voting power
with respect to, a majority of the issued and  outstanding  voting shares of the
Target Company.

         "Closing" shall have the meaning set forth in Section 2.2(a) hereof.

"Closing Bid Price" shall mean the closing bid price for a share of Common Stock
on such date on the OTCBB (or such other exchange,  market, or other system that
the Common Stock is then traded on), as reported on Bloomberg,  L.P. (or similar
organization or agency succeeding to its functions of reporting prices).

         "Closing  Date"  shall have the  meaning  set forth in  Section  2.2(a)
hereof.

         "Closing  Price"  shall be the closing bid price of the Common Stock on
the day of Closing.

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         "Common Stock" shall have the meaning in the recital.

         "Consideration Stock" shall have the meaning set forth in Secion 2.1(a)
hereof.

         "Control  Person"  shall have the meaning  set forth in Section  4.8(a)
hereof.

         "Default"  means any event or condition  which  constitutes an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

         "Disclosure  Documents" means the Target Company's  reports filed under
the Exchange Act with the SEC.

         "Downside Price Protection" shall have the meaning in the recital.

         "Escrow Agent" means Gottbetter & Partners, LLP, 488 Madison Avenue, 12
Floor, New York, NY 10022; Tel: 212-400-6900; Fax: 212-400-6901.

         "Escrow  Agreement" means the escrow agreement,  dated the date hereof,
by and among the Target Company,  Langley and the Escrow Agent annexed hereto as
Exhibit A.

         "Event of Default" shall have the meaning set forth in Section 5.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Execution Date" means the date of this Agreement first written above.

         "Indemnified  Party" shall have the meaning set forth in Section 4.8(b)
hereof.

         "Indemnifying Party" shall have the meaning set forth in Section 4.8(b)
hereof.

         "G&P" means Gottbetter & Partners, LLP.

         "Langley" shall have the meaning in the introductory paragraph.

         "Langley Consideration Shares" shall have the meaning in Section 2.1(c)
hereof.

         "Langley  Escrow  Shares"  means  the  Langley   Consideration   Shares
deposited  into  escrow by the  Target  Company  under  the terms of the  Escrow
Agreement in Exhibit A.

         "Langley  Protection  Shares" means the Langley  Escrow Shares that the
Target  Company is  required  to sell to  Langley  under the terms of the Escrow
Agreement in Exhibit A.

         "Langley Shares" shall mean ordinary shares of 1.0p each in Langley.

         "Losses" shall have the meaning set forth in Section 4.8(a) hereof.

         "Material"  shall  mean  having a  financial  consequence  in excess of
$25,000.

         "Material  Adverse  Effect" shall have the meaning set forth in Section
3.1(a).

         "NASD" means the National Association of Securities Dealers, Inc.

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         "Nasdaq" shall mean the Nasdaq Stock Market, Inc.(R)

         "OTCBB" shall mean the NASD over-the counter Bulletin Board(R).

         "Per Share Market  Value" of the Common  Stock means on any  particular
date (a) the last sale  price of  shares of Common  Stock on such date or, if no
such sale takes place on such date, the last sale price on the most recent prior
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common  Stock is not then listed or  admitted to trading on any  national
securities  exchange,  the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common  Stock on such date as reported on
the OTCBB or if there is no such price on such date,  then the last bid price on
the date nearest  preceding  such date, or (d) if the Common Stock is not quoted
on the OTCBB,  the closing bid price for a share of Common Stock on such date in
the  over-the-counter  market as  reported  by the  Pinksheets  LLC (or  similar
organization  or agency  succeeding to its functions of reporting  prices) or if
there is no such price on such date, then the last bid price on the date nearest
preceding  such date, or (e) if the Common Stock is no longer  publicly  traded,
the fair  market  value  of a share of the  Common  Stock  as  determined  by an
appraiser selected in good faith by Langley and the Target Company.

         "Person"  means an individual  or a  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

          "Proceeding" means an action, claim, suit, investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Reporting  Issuer"  means a company  that is subject to the  reporting
requirements of Section 13 or 15(d) of the Exchange Act.

"Required Approvals" shall have the meaning set forth in Section 3.1(f).

         "Securities"  means the Common  Stock and stock of any other class into
which such shares may hereafter have been reclassified or changed.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Subsidiaries" shall have the meaning set forth in Section 3.1(a).

         "Target  Company" shall have the meaning set forth in the  introductory
paragraph.

         "Total Purchase Price" shall have the meaning in the recital.

 "Trading  Day" means (a) a day on which the  Common  Stock is quoted on Nasdaq,
the OTCBB or the  principal  stock  exchange on which the Common  Stock has been
listed,  or (b) if the Common  Stock is not  quoted on Nasdaq,  the OTCBB or any
stock   exchange,   a  day  on  which  the   Common   Stock  is  quoted  in  the
over-the-counter  market,  as  reported  by the  Pinksheets  LLC (or any similar
organization or agency succeeding its functions of reporting prices).

         "Transaction  Documents"  means this  Agreement  and all  exhibits  and
schedules  hereto and all other  documents,  instruments  and writings  required
pursuant to this Agreement.

         "U.S." means the United States.

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<PAGE>

                                   ARTICLE II

                          PURCHASE AND SALE OF SHARES

2.1      Purchase and Sale; Purchase Price.

         (a) Subject to the terms and  conditions  set forth herein,  the Target
Company  shall  issue  and sell and  Langley  shall  purchase  Fourteen  Million
(14,000,000)  shares of the Target  Company's  Common Stock (the  "Consideration
Stock").

         (b) The total purchase price (the "Total Purchase  Price") shall be the
number of shares of Consideration Stock multiplied by the average of the Closing
Bid Price per share of Common Stock during the ten (10) Trading Days immediately
preceding July 30, 2004.


         (c) The Total  Purchase  Price  shall be paid by delivery to the Target
Company of the number of Langley  Shares (the  "Langley  Consideration  Shares")
equal to the Total Purchase Price divided by the conversion  rate of the British
Pound Sterling to purchase US Dollars determined below on the July 30, 2004. The
Langley  Shares shall have a value of (pound)1 per share.  The number of Langley
Shares to be issued will be based on the  conversion  rate of the British  Pound
Sterling  to the US Dollar in  effect  as of the  close of  business  on the day
preceding  the  closing  of the  transaction,  as  quoted by Coutts & Co. as the
commercial rate it gives to purchase US Dollars.  For example,  if the effective
conversion  rate is  $1.80/(pound) 1 and the Total Purchase Price is $8,000,000,
then the number of Langley  Shares the Target  Company will receive  shall equal
the  $8,000,000/$1.80,  or 4,444,444 Langley Shares.  The Langley  Consideration
Shares shall be subject to the "Downside Price Protection" provided in Section 2
of the Escrow Agreement.

2.2      Execution and Delivery of Documents; The Closing.

         (a) The Closing of the purchase and sale of the shares of Consideration
Stock (the  "Closing")  shall take  place  within  sixty (60) days from the date
hereof (the "Closing  Date").  On the Closing Date,

                  (i) the Target Company shall execute and deliver to the Escrow
         Agent a  certificate  in the name of  Langley  representing  shares  of
         Consideration Stock;

                  (ii) the Target Company shall execute and deliver to Langley a
         certificate of its President,  in the form of Exhibit B annexed hereto,
         certifying that attached  thereto is a copy of resolutions duly adopted
         by the Board of Directors of the Target Company  authorizing the Target
         Company to execute and deliver the  Transaction  Documents and to enter
         into the transactions  contemplated thereby;

                  (iii) the Target  Company,  Langley and the Escrow Agent shall
         execute and deliver to each other the Escrow  Agreement;

                  (iv) Langley shall deliver the Langley Consideration Shares to
         the Escrow Agent; and (v) the Target Company shall wire the monies owed
         to G&P pursuant to Section 5.1 hereof for legal fees with the following
         wire instructions:  Citibank,  N.A. 488 Madison Avenue New York, NY ABA
         Routing No.: 021000089 Account Name: Gottbetter & Partners, LLP Account
         No. 49061322 Reference: Quintek Technologies, Inc.
                                       4
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                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

3.1      Representations, Warranties and Agreements of the Target Company.

         The Target  Company  hereby  makes the  following  representations  and
warranties to Langley, all of which shall survive the Closing:

         (a)   Organization   and   Qualification.   The  Target  Company  is  a
corporation, duly incorporated,  validly existing and in good standing under the
laws of the  State  of  California,  with  the  requisite  corporate  power  and
authority to own and use its  properties and assets and to carry on its business
as currently conducted. The Target Company has no subsidiaries other than as set
forth on Schedule  3.1(a) attached hereto  (collectively,  the  "Subsidiaries").
Each of the Subsidiaries is a corporation,  duly incorporated,  validly existing
and in good standing under the laws of the  jurisdiction  of its  incorporation,
with the full  corporate  power and authority to own and use its  properties and
assets and to carry on its business as currently  conducted.  Each of the Target
Company and the  Subsidiaries  is duly  qualified  to do business and is in good
standing as a foreign  corporation in each  jurisdiction  in which the nature of
the  business  conducted  or  property  owned  by it  makes  such  qualification
necessary,  except where the failure to be so qualified or in good standing,  as
the case may be, would not,  individually  or in the aggregate,  have a material
adverse effect on the results of  operations,  assets,  prospects,  or financial
condition  of the  Target  Company  and the  Subsidiaries,  taken  as a whole (a
"Material Adverse Effect").

         (b)  Authorization,  Enforcement.  The Target Company has the requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated  hereby and by each other Transaction  Document and to otherwise to
carry out its obligations  hereunder and thereunder.  The execution and delivery
of this  Agreement  and each of the other  Transaction  Documents  by the Target
Company and the consummation by it of the transactions  contemplated  hereby and
thereby  has been duly  authorized  by all  necessary  action on the part of the
Target  Company.  Each of this  Agreement  and  each  of the  other  Transaction
Documents  has been or will be duly  executed  by the  Target  Company  and when
delivered in  accordance  with the terms hereof or thereof will  constitute  the
valid and  binding  obligation  of the Target  Company  enforceable  against the
Target Company in accordance with its terms,  except as such  enforceability may
be limited by applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation or similar laws relating to, or affecting  generally the enforcement
of, creditors'  rights and remedies or by other equitable  principles of general
application.

         (c)  Capitalization.  The authorized,  issued and  outstanding  capital
stock of the Company is set forth on Schedule 3.1(c).  No shares of Common Stock
are entitled to  preemptive or similar  rights,  nor is any holder of the Common
Stock  entitled to preemptive or similar  rights arising out of any agreement or
understanding  with the Target  Company by virtue of this  Agreement.  Except as
disclosed  in  Schedule  3.1(c),  there are no  outstanding  options,  warrants,
script, rights to subscribe to, registration rights, calls or commitments of any
character whatsoever relating to securities,  rights or obligations  convertible
into or  exchangeable  for, or giving any person any right to  subscribe  for or
acquire, any shares of Common Stock, or contracts, commitments,  understandings,
or  arrangements  by which the Target Company or any Subsidiary is or may become
bound to issue  additional  shares  of Common  Stock,  or  securities  or rights
convertible  or  exchangeable  into shares of Common  Stock.  Neither the Target
Company nor any  Subsidiary  is in  violation  of any of the  provisions  of its
Certificate of Incorporation, bylaws or other charter documents.

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         (d) Issuance of Securities. The shares of Consideration Stock have been
duly and  validly  authorized  for  issuance,  offer and sale  pursuant  to this
Agreement and, when issued and delivered as provided  hereunder  against payment
in accordance with the terms hereof,  shall be valid and binding  obligations of
the Target Company enforceable in accordance with their respective terms.

         (e) No  Conflicts.  The  execution,  delivery and  performance  of this
Agreement  and the other  Transaction  Documents  by the Target  Company and the
consummation by the Target Company of the transactions  contemplated  hereby and
thereby do not and will not

                  (i) conflict with or violate any provision of its  Certificate
         of Incorporation or bylaws (each as amended through the date hereof) or

                  (ii)  be  subject  to  obtaining  any  consents  except  those
         referred to in Section  3.1(f),  conflict with, or constitute a default
         (or an event which with notice or lapse of time or both would  become a
         default) under, or give to others any rights of termination, amendment,
         acceleration or cancellation of, any agreement, indenture or instrument
         to which the Target Company is a party, or

                  (iii)  result in a  violation  of any law,  rule,  regulation,
         order, judgment,  injunction,  decree or other restriction of any court
         or   governmental   authority  to  which  the  Target  Company  or  its
         Subsidiaries is subject (including,  but not limited to, those of other
         countries and the federal and state  securities laws and  regulations),
         or by  which  any  property  or  asset  of the  Target  Company  or its
         Subsidiaries  is bound or affected,  except in the case of clause (ii),
         such  conflicts,  defaults,  terminations,  amendments,  accelerations,
         cancellations  and  violations  as would  not,  individually  or in the
         aggregate,  have a Material Adverse Effect.  The business of the Target
         Company and its Subsidiaries is not being conducted in violation of any
         law,  ordinance  or  regulation  of  any  governmental  authority.  (f)
         Consents and Approvals.  Except as  specifically  set forth in Schedule
         3.1(f),  neither the Target  Company nor any  Subsidiary is required to
         obtain  any  consent,  waiver,  authorization  or order of, or make any
         filing or registration  with, any court or other federal,  state, local
         or other governmental  authority or other Person in connection with the
         execution,  delivery  and  performance  by the  Target  Company of this
         Agreement and each of the other  Transaction  Documents  (together with
         the  consents,  waivers,  authorizations,  orders,  notices and filings
         referred to in Schedule 3.1(f), the "Required Approvals").

         (g)  Litigation;  Proceedings.  Except  as  specifically  disclosed  in
Schedule 3.1(g),  there is no action,  suit, notice of violation,  proceeding or
investigation  pending  or,  to  the  best  knowledge  of  the  Target  Company,
threatened against or affecting the Target Company or any of its Subsidiaries or
any of their  respective  properties  before or by any  court,  governmental  or
administrative agency or regulatory authority (federal,  state, county, local or
foreign)  which  (i)  relates  to  or  challenges  the  legality,   validity  or
enforceability   of  any  of  the   Transaction   Documents  or  the  shares  of
Consideration  Stock,  (ii)  could,  individually  or in the  aggregate,  have a
Material  Adverse  Effect  or (iii)  could,  individually  or in the  aggregate,
materially impair the ability of the Target Company to perform fully on a timely
basis its  obligations  under  the  Transaction  Documents.

         (h) No Default or  Violation.  Except as set forth in  Schedule  3.1(h)
hereto, neither the Target Company nor any Subsidiary

                  (i) is in default under or in violation of any indenture, loan
         or credit agreement or any other agreement or instrument to which it is
         a party or by which it or any of its  properties is bound,  except such
         conflicts or defaults as do not have a Material Adverse Effect,

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                  (ii) is in violation of any order of any court,  arbitrator or
         governmental body, except for such violations as do not have a Material
         Adverse  Effect,  or  (iii) is in  violation  of any  statute,  rule or
         regulation of any governmental  authority which could  (individually or
         in the  aggregate)  (a)  adversely  affect the  legality,  validity  or
         enforceability of this Agreement, (b) have a Material Adverse Effect or
         (c)  adversely  impair the Target  Company's  ability or  obligation to
         perform fully on a timely basis its  obligations  under this Agreement.


         (i) Disclosure Documents.  The Disclosure Documents are accurate in all
material  respects and do not contain any untrue  statement of material  fact or
omit to state any material fact necessary in order to make the  statements  made
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

         (j) Non-Registered Offering.  Neither the Target Company nor any Person
acting  on its  behalf  has taken or will take any  action  (including,  without
limitation,  any  offering  of  any  securities  of  the  Target  Company  under
circumstances  which would  require the  integration  of such  offering with the
offering of the  Securities  under the  Securities  Act) which might subject the
offering, issuance or sale of the Securities to the registration requirements of
Section 5 of the Securities  Act.

         (k) Placing Agent. The Target Company accepts and agrees that Dungarvon
Associates,  Inc.  ("Dungarvon")  is acting for  Langley and does not regard any
person  other than Langley as its  customer in relation to this  Agreement,  and
that it has not made any  recommendation  to the Target Company,  in relation to
this  Agreement  and is not  advising  the Target  Company,  with  regard to the
suitability or merits of the Langley  Shares and in particular  Dungarvon has no
duties or  responsibilities  to the Target Company for the best execution of the
transaction contemplated by this Agreement.

         (l) Private Placement Representations. The Target Company

                  (i) has received and carefully  reviewed such  information and
         documentation   relating  to  Langley  that  the  Target   Company  has
         requested,   including,  without  limitation,   Langley's  Confidential
         Private  Offering  Memorandum  dated  June  17,  2004;

                  (ii) has had a reasonable  opportunity to ask questions of and
         receive  answers from Langley  concerning the Langley  Shares,  and all
         such questions,  if any, have been answered to the full satisfaction of
         the Target Company; (iii) has such knowledge and expertise in financial
         and business  matters that it is capable of  evaluating  the merits and
         risks  involved  in  an  investment  in  the  Langley   Shares;

                  (iii)   understands  that  Langley  has  determined  that  the
         exemption  from the  registration  provisions of the  Securities Act of
         1933, as amended (the  "Securities  Act"),  provided by Section 4(2) of
         the  Securities  Act is applicable to the offer and sale of the Langley
         Shares,  based,  in part,  upon  the  representations,  warranties  and
         agreements  made by the  Target  Company  herein;  and

                  (iv)  except as provided  herein and in the Private  Placement
         Memorandum,  dated June 17, 2004, no representations or warranties have
         been made to the Target  Company by Langley or any agent,  employee  or
         affiliate of Langley and in entering into this  transaction  the Target
         Company is not relying upon any information,  other than the results of
         independent  investigation by the Target Company.  Langley acknowledges
         and agrees that the Target Company makes no  representation or warranty
         with respect to the transactions  contemplated  hereby other than those
         specifically set forth in Section 3.1 hereof.

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3.2      Representations and Warranties of Langley.

         Langley  hereby  represents  and  warrants  to the  Target  Company  as
follows:

         (a) Organization;  Authority. Langley is a corporation, duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
formation with the requisite power and authority to enter into and to consummate
the transactions  contemplated hereby and by the other Transaction Documents and
otherwise to carry out its obligations hereunder and thereunder. The acquisition
of the shares of  Consideration  Stock to be purchased by Langley  hereunder has
been  duly  authorized  by all  necessary  action on the part of  Langley.  This
Agreement has been duly executed and  delivered by Langley and  constitutes  the
valid and  legally  binding  obligation  of Langley,  enforceable  against it in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
relating to, or affecting  generally the  enforcement of,  creditors  rights and
remedies or by other general principles of equity.

         (b) Investment Intent. Langley is acquiring the shares of Consideration
Stock to be  purchased  by it  hereunder,  for its own  account  for  investment
purposes  only  and not with a view to or for  distributing  or  reselling  such
shares of Consideration Stock, or any part thereof or interest therein,  without
prejudice,  however,  to  Langley's  right,  subject to the  provisions  of this
Agreement,  at all times to sell or otherwise dispose of all or any part of such
shares of  Consideration  Stock in compliance with applicable  federal and state
securities  laws.

         (c) Experience of Langley.  Langley,  either alone or together with its
representatives,  has such knowledge,  sophistication and experience in business
and financial  matters so as to be capable of evaluating the merits and risks of
an  investment  in the  shares  of  Consideration  Stock  to be  acquired  by it
hereunder,  and has so evaluated  the merits and risks of such  investment.

         (d) Ability of Langley to Bear Risk of  Investment.  Langley is able to
bear the economic risk of an  investment in the  Securities to be acquired by it
hereunder  and, at the present  time,  is able to afford a complete loss of such
investment.

         (e) Access to Information.  Langley  acknowledges  acknowledges that it
has been  afforded

                  (i) the  opportunity  to ask such  questions  as it has deemed
         necessary  of,  and to receive  answers  from,  representatives  of the
         Target  Company  concerning  the terms and conditions of the Securities
         offered  hereunder  and the  merits  and  risks  of  investing  in such
         securities;

                  (ii) access to  information  about the Target  Company and the
         Target Company's financial condition, results of operations,  business,
         properties,  management  and  prospects  sufficient  to  enable  it  to
         evaluate its investment in the Securities; and

                  (iii) the  opportunity to obtain such  additional  information
         which the Target Company possesses or can acquire without  unreasonable
         effort or expense  that is  necessary  to make an  informed  investment
         decision with respect to the  investment and to verify the accuracy and
         completeness of the  information  that it has received about the Target
         Company.

                                       8
<PAGE>

(f)      Reliance.  Langley understands and acknowledges that

                  (i) the shares of  Consideration  Stock being offered and sold
         to it hereunder are being offered and sold without  registration  under
         the  Securities  Act in a private  placement  that is  exempt  from the
         registration provisions of the Securities Act under Section 4(2) of the
         Securities Act and

                  (ii) the  availability  of such exemption  depends in part on,
         and  that  the  Target   Company   will  rely  upon  the  accuracy  and
         truthfulness  of, the  foregoing  representations  and  Langley  hereby
         consents to such  reliance.

(g)      Regulation  S. Langley  understand  and  acknowledge  that

         (A) the shares of  Consideration  Stock have not been registered  under
the  Securities  Act,  are  being  sold  in  reliance  upon  an  exemption  from
registration  afforded by  Regulation  S; and that such shares of  Consideration
Stock  have  not  been  registered  with  any  state  securities  commission  or
authority;

         (B)  pursuant  to the  requirements  of  Regulation  S, the  shares  of
Consideration  Stock may not be transferred,  sold or otherwise exchanged unless
in  compliance   with  the  provisions  of  Regulation  S  and/or   pursuant  to
registration  under the  Securities  Act, or pursuant to an available  exemption
hereunder; and

         (C)  Langley  is  under  no   obligation  to  register  the  shares  of
Consideration  Stock under the Securities Act or any state securities law, or to
take any  action to make any  exemption  from any such  registration  provisions
available.  Langley  is not a U.S.  person  and is not  acquiring  the shares of
Consideration  Stock for the  account of any U.S.  person;  (B) no  director  or
executive officer of Langley is a national or citizen of the United States;  and
(C) it is not  otherwise  deemed to be a "U.S.  Person"  within  the  meaning of
Regulation S.

         Langley was not formed  specifically  for the purpose of acquiring  the
shares of Consideration Stock purchased pursuant to this Agreement.

         Langley is  purchasing  the shares of  Consideration  Stock for its own
account and risk and not for the account or benefit of a U.S.  Person as defined
in Regulation S and no other person has any interest in or  participation in the
shares of Consideration Stock or any right, option, security interest, pledge or
other interest in or to the shares of Consideration  Stock. Langley understands,
acknowledges and agrees that it must bear the economic risk of its investment in
the  shares of  Consideration  Stock for an  indefinite  period of time and that
prior to any such offer or sale, the Target Company may require,  as a condition
to  effecting a transfer  of the shares of  Consideration  Stock,  an opinion of
counsel,  acceptable to the Target Company,  as to the registration or exemption
therefrom under the Securities Act and any state securities acts, if applicable.

         Langley will,  after the  expiration of the Restricted  Period,  as set
forth  under  Regulation  S  Rule  903(b)(3)(iii)(A),  offer,  sell,  pledge  or
otherwise  transfer the shares of  Consideration  Stock only in accordance  with
Regulation S, or pursuant to an available  exemption  under the  Securities  Act
and, in any case, in accordance  with  applicable  state  securities  laws.  The
transactions  contemplated by this Agreement have neither been pre-arranged with
a purchaser who is in the U.S. or who is a U.S.  Person,  nor are they part of a
plan or scheme to evade the registration provisions of the United States federal
securities laws.

                                       9
<PAGE>

         The offer leading to the sale evidenced hereby was made in an "offshore
transaction."  For  purposes  of  Regulation  S,  Langley  understands  that  an
"offshore  transaction"  as defined under  Regulation S is any offer or sale not
made to a person in the  United  States and either (A) at the time the buy order
is originated,  the purchaser is outside the United States, or the seller or any
person  acting on his behalf  reasonably  believes that the purchaser is outside
the United  States;  or (B) for  purposes of (1) Rule 903 of  Regulation  S, the
transaction  is  executed  in, or on or through a physical  trading  floor of an
established  foreign  exchange that is located  outside the United States or (2)
Rule 904 of  Regulation  S, the  transaction  is executed  in, on or through the
facilities of a designated  offshore  securities  market, and neither the seller
nor any  person  acting  on its  behalf  knows  that  the  transaction  has been
prearranged with a buyer in the U.S.

         Neither  Langley nor any  affiliate  or any person  acting on Langley's
behalf,  has made or is aware of any  "directed  selling  efforts" in the United
States,  which is defined in Regulation S to be any activity  undertaken for the
purpose  of,  or that  could  reasonably  be  expected  to have the  effect  of,
conditioning  the  market  in  the  United  States  for  any of  the  shares  of
Consideration Stock being purchased hereby.

         Langley understands that the Target Company is the seller of the shares
of  Consideration  Stock which are the subject of this Agreement,  and that, for
purpose of Regulation S, a  "distributor"  is any  underwriter,  dealer or other
person  who  participates,   pursuant  to  a  contractual  arrangement,  in  the
distribution of securities  offered or sold in reliance on Regulation S and that
an  "affiliate"  is any  partner,  officer,  director or any person  directly or
indirectly controlling, controlled by or under common control with any person in
question. Langley agrees that Langley will not, during the Restricted Period set
forth under Rule 903(b)(iii)(A), act as a distributor, either directly or though
any affiliate, nor shall it sell, transfer,  hypothecate or otherwise convey the
shares of Consideration Stock other than to a non-U.S. Person.

         Langley acknowledges that the shares of Consideration Stock will bear a
legend in substantially the following form:

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
"OFFSHORE  TRANSACTION"  IN RELIANCE  UPON  REGULATION S AS  PROMULGATED  BY THE
SECURITIES AND EXCHANGE COMMISSION.  ACCORDINGLY,  THE SECURITIES REPRESENTED BY
THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES  ACT") AND MAY NOT BE  TRANSFERRED  OTHER  THAN IN  ACCORDANCE  WITH
REGULATION S, PURSUANT TO REGISTRATION  UNDER THE SECURITIES ACT, OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM  REGISTRATION  UNDER  THE  SECURITIES  ACT,  THE
AVAILABILITY  OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE COMPANY.
THE SECURITIES  REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING
TRANSACTIONS  UNLESS SUCH  TRANSACTIONS  ARE  CONDUCTED IN  COMPLIANCE  WITH THE
SECURITIES ACT. The Target Company acknowledges and agrees that Langley makes no
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 3.2.

                                   ARTICLE IV

                        OTHER AGREEMENTS OF THE PARTIES

4.1      Manner of Offering.  The  Securities  are being issued  pursuant to
section 4(2) of the  Securities  Act and  Regulation S  thereunder.  The Langley
Consideration Shares are being issued pursuant to section 4(2) of the Securities
Act and Rule 506 of Regulation D thereunder.

                                       10
<PAGE>
4.2      Notice of Certain Events. The Target Company shall, on a continuing
basis,

                  (i) advise Langley promptly after obtaining knowledge of, and,
         if  requested by Langley,  confirm  such advice in writing,  of (A) the
         issuance  by  any  state  securities   commission  of  any  stop  order
         suspending the  qualification  or exemption from  qualification  of the
         shares  of   Consideration   Stock,   for   offering  or  sale  in  any
         jurisdiction,  or the  initiation of any proceeding for such purpose by
         any state securities commission or other regulatory  authority,  or (B)
         any event  that  makes any  statement  of a  material  fact made by the
         Target Company in Section 3.1 or in the Disclosure  Documents untrue or
         that  requires the making of any additions to or changes in Section 3.1
         or in the Disclosure Documents in order to make the statements therein,
         in the  light of the  circumstances  under  which  they are  made,  not
         misleading,

                  (ii) use its best  efforts to prevent the issuance of any stop
         order  or  order   suspending  the   qualification  or  exemption  from
         qualification  of the Securities under any state securities or Blue Sky
         laws, and

                  (iii) if at any time any state securities  commission or other
         regulatory  authority shall issue an order suspending the qualification
         or exemption from  qualification of the Securities under any such laws,
         and use its best  efforts to obtain the  withdrawal  or lifting of such
         order at the  earliest  possible  time.

         4.3 Blue Sky Laws.  The Target  Company agrees that it will execute all
necessary  documents and pay all necessary state filing or notice fees to enable
the Target  Company to sell the  Securities  to Langley.

         4.4  Integration.  The Target  Company shall not and shall use its best
efforts to ensure that no Affiliate shall sell, offer for sale or solicit offers
to buy or otherwise  negotiate in respect of any security (as defined in Section
2 of the Securities  Act) that would be integrated with the offer or sale of the
Securities in a manner that would require the registration  under the Securities
Act of the sale of the  Securities  to Langley.

         4.5 Furnishing of Rule 144(c) Materials.  The Target Company shall, for
so long as any of the  Securities  remain  outstanding  and during any period in
which the Target  Company is not subject to Section 13 or 15(d) of the  Exchange
Act, make  available to any  registered  holder of the  Securities  ("Holder" or
"Holders") in connection with any sale thereof and any prospective  purchaser of
such  Securities  from such Person,  such  information  in accordance  with Rule
144(c)  promulgated  under  the  Securities  Act  as is  required  to  sell  the
Securities under Rule 144 promulgated under the Securities Act.

4.6      Solicitation Materials. The Target Company shall not

                  (i) distribute any offering  materials in connection  with the
         offering and sale of the shares of  Consideration  Stock other than the
         Disclosure   Documents  and  any  amendments  and  supplements  thereto
         prepared in compliance herewith or

                  (ii)   solicit  any  offer  to  buy  or  sell  the  shares  of
         Consideration  Stock by means of any form of  general  solicitation  or
         advertising.

4.7      Listing of Common  Stock.  If the Common  Stock is or shall  become
listed on the OTCBB or on another exchange, the Target Company shall (a) use its
best  efforts to maintain  the listing of its Common  Stock on the OTCBB or such
other exchange on which the Common Stock is then listed until two years from the
date hereof,  and (b) shall  provide to Langley  evidence of such  listing.

                                       11
<PAGE>

4.8      Indemnification.

         (a) Indemnification.

                  (i) The Target Company shall,  notwithstanding  termination of
         this  Agreement and without  limitation as to time,  indemnify and hold
         harmless  Langley and its officers,  directors,  agents,  employees and
         affiliates,  each Person who controls or Langley (within the meaning of
         Section 15 of the  Securities  Act or Section 20 of the  Exchange  Act)
         (each such Person,  a "Control  Person") and the  officers,  directors,
         agents,  employees and affiliates of each such Control  Person,  to the
         fullest  extent  permitted by applicable  law, from and against any and
         all losses, claims,  damages,  liabilities,  costs (including,  without
         limitation,  costs of  preparation  and  attorneys'  fees) and expenses
         (collectively,  "Losses"), as incurred, arising out of, or relating to,
         a breach or  breaches  of any  representation,  warranty,  covenant  or
         agreement  by the  Target  Company  under this  Agreement  or any other
         Transaction Document.

                  (ii)  Langley  shall,   notwithstanding  termination  of  this
         Agreement  and  without  limitation  as to  time,  indemnify  and  hold
         harmless  the  Target  Company,  its  officers,  directors,  agents and
         employees, each Control Person and the officers,  directors, agents and
         employees of each Control  Person,  to the fullest extent  permitted by
         application  law,  from and against any and all  Losses,  as  incurred,
         arising  out  of,  or  relating   to,  a  breach  or  breaches  of  any
         representation,  warranty,  covenant or agreement by Langley under this
         Agreement or the other Transaction Documents,  except for Losses solely
         arising out of negligence, bad faith or breach of this Agreement.

                  (iii) The Target Company and Langley  acknowledge  that in the
         SEC's opinion,  directors,  officers and persons  controlling a company
         subject to the Securities Act can not be  indemnified  for  liabilities
         arising under the Securities Act by such company.

         (b) Conduct of Indemnification  Proceedings. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party  has  agreed to pay such fees and
expenses; or (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified  Party in any such Proceeding;  or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party
and the Indemnifying  Party, and such Indemnified  Party shall have been advised
by counsel  that a conflict of  interest is likely to exist if the same  counsel
were to represent such Indemnified  Party and the  Indemnifying  Party (in which
case, if such Indemnified Party notifies the Indemnifying  Party in writing that


                                       12
<PAGE>

it elects to employ separate counsel at the expense of the  Indemnifying  Party,
the  Indemnifying  Party  shall not have the right to assume the  defense of the
claim  against  the  Indemnified  Party but will retain the right to control the
overall  Proceedings  out of which the claim arose and such counsel  employed by
the Indemnified  Party shall be at the expense of the Indemnifying  Party).  The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any  Indemnified  Party is a party,  unless  such  settlement  includes an
unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject  matter of such  Proceeding.

         All fees and expenses of the Indemnified Party to which the Indemnified
Party is  entitled  hereunder  (including  reasonable  fees and  expenses to the
extent  incurred in connection  with  investigating  or preparing to defend such
Proceeding in a manner not inconsistent  with this Section) shall be paid to the
Indemnified Party, as incurred,  within ten (10) Business Days of written notice
thereof  to the  Indemnifying  Party.  No right of  indemnification  under  this
Section  shall  be  available  as  to a  particular  Indemnified  Party  if  the
Indemnifying  Party obtains a non-appealable  final judicial  determination that
such Losses arise solely out of the negligence or bad faith of such  Indemnified
Party in  performing  the  obligations  of such  Indemnified  Party  under  this
Agreement or a breach by such  Indemnified  Party of its obligations  under this
Agreement.

         (c) Contribution.  If a claim for indemnification under this Section is
unavailable to an Indemnified  Party or is insufficient to hold such Indemnified
Party  harmless for any Losses in respect of which this  Section  would apply by
its terms (other than by reason of exceptions  provided in this  Section),  then
each Indemnifying  Party, in lieu of indemnifying such Indemnified  Party, shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such Losses in such  proportion  as is  appropriate  to reflect the  relative
benefits received by the Indemnifying  Party on the one hand and the Indemnified
Party  on the  other  and the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection  with the actions or omissions that resulted in
such Losses 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  there was a judicial  determination
that  such  Losses  arise  in part  out of the  negligence  or bad  faith of the
Indemnified  Party in performing the obligations of such Indemnified Party under
this Agreement or the Indemnified  Party's breach of its obligations  under this
Agreement. The amount paid or payable by a party as a result of any Losses shall
be deemed to include any  attorneys' or other fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
this Section was available to such party.

         (d)   Non-Exclusivity.   The  indemnity  and  contribution   agreements
contained in this Section are in addition to any  obligation  or liability  that
the  Indemnifying  Parties  may  have to the  Indemnified  Parties.

4.9      Sale of Langley Consideration  Shares.  Langley shall assist the Target
Company in setting up and maintaining a trading  account at a registered  broker
in the  United  Kingdom  to  facilitate  the sale of the  Langley  Consideration
Shares.  Broker's  commissions in the trading  account shall not exceed one half
percent  (0.5%).

4.10     Lock Up by Langley.  Langley shall not sell,  transfer or assign all or
any of the shares of Consideration Stock for a period of two (2) years following
the Closing,  without the written consent of the Target  Company,  which consent
may be withheld in the Target Company's sole discretion. The Consideration Stock


                                       13
<PAGE>

shall be maintained in  certificate  form until Langley is permitted to sell the
Consideration  Stock.  Langley shall allow Target Company or its representatives
access to the certificates  for the  Consideration  Stock for inspection  during
ordinary  business  hours upon  reasonable  notice until Langley is permitted to
sell the  Consideration  Stock.

4.11     Short  Sales  and  Pledges.  Langley,  its  officers,   directors,  and
Affiliates,  and the assignees of Consideration  Stock, agree that they will not
enter into any Short  Sales (as  hereinafter  defined)  or hedging  transactions
until the date that  Langley no longer owns the shares of  Consideration  Stock.
For purpose hereof,  a "Short Sale" shall mean either (a) a sale of Common Stock
by Langley  that is marked as a short sale and that is made at a time when there
is no equivalent  offsetting long position in the Common Stock by Langley or (b)
a sale against an  offsetting  long  position in the Common Stock during the two
(2) year period  following the Closing.  Langley shall not pledge or hypothecate
the   Consideration   Stock  except  for  pledges  involving  all  of  Langley's
securities,  including the Consideration  Stock, for commercial  borrowings that
shall  not  exceed  ten  percent  (10%)  of the net  asset  value of all of such
securities.

                                   ARTICLE V

                                 MISCELLANEOUS

5.1      Fees and Expenses.  Except as set forth in this  Agreement,  each party
shall pay the fees and expenses of its advisers, counsel,  accountants and other
experts,  if any, and all other expenses  incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
The Target  Company  shall pay all stamp and other  taxes and  duties  levied in
connection  with the  issuance  of the shares of  Consideration  Stock  pursuant
hereto.  Langley shall be responsible  for any taxes payable by Langley that may
arise as a result of the investment  hereunder or the transactions  contemplated
by this Agreement or any other Transaction  Document.  The Target Company agrees
to pay a total  Langley's  counsel  $7,500  for legal fees  associated  with the
transactions contemplated by this Agreement at Closing. The Target Company shall
pay all costs, expenses,  fees and all taxes incident to and in connection with:
(A)  the  issuance  and  delivery  of the  Securities,  (B) the  exemption  from
registration  of the  Securities  for  offer  and  sale  to  Langley  under  the
securities  or  Blue  Sky  laws  of the  applicable  jurisdictions,  and (C) the
preparation of certificates for the Securities  (including,  without limitation,
printing and  engraving  thereof),  and (D) all fees and expenses of counsel and
accountants of the Target Company.

5.2      Entire  Agreement  This  Agreement,  together  with all of the Exhibits
annexed  hereto,  and  any  other  Transaction   Document  contains  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such  matters.  This  Agreement  shall be  deemed to have  been  drafted  and
negotiated  by both parties  hereto and no  presumptions  as to  interpretation,
construction or enforceability  shall be made by or against either party in such
regard.

5.3      Notices. Any notice or other communication  required or permitted to be
given  hereunder shall be in writing and shall be deemed to have been duly given
upon facsimile  transmission (with written transmission  confirmation report) at
the  number  designated  below (if  delivered  on a Business  Day during  normal
business  hours where such notice is to be received),  or the first Business Day
following such delivery (if delivered other than on a Business Day during normal
business hours where such notice is to be received) whichever shall first occur.

                                       14
<PAGE>

The  addresses  for such  communications  shall  be:

If to the  Target  Company:             Quintek  Technologies,  Inc.
                                        537 Constitution Ave., Suite B
                                        Camarillo,  CA 93012
                                        Attn:  President  and  CEO
                                        Tel:  (805)  383-3914
                                        Fax:  (805)  482-6874
                                        Email: haagandrew@hotmail.com

If to Langley:                          Langley Park Investments PLC
                                        30 Farringdon Street
                                        London EC4A 4HJ
                                        Attn: Harry Pearl
                                        Tel: 44.207.569.0044
                                        Fax: 44.207.724.0090

With copies to:                         Gottbetter & Partners, LLP
                                        488 Madison Avenue, 12th Floor
                                        New York, NY 10022
                                        Attn:  Adam S. Gottbetter, Esq.
                                        Tel:  (212) 400-6900
                                        Fax:  (212) 400-6901

or such other address as may be designated hereafter by notice given pursuant to
the terms of this  Section 5.3.

5.4      Amendments;  Waivers.  No provision of this  Agreement may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
both the Target Company and Langley,  or, in the case of a waiver,  by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right accruing to it thereafter.

5.5      Headings.  The  headings  herein  are  for  convenience  only,  do  not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

5.6      Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the  parties and their  respective  successors  and  permitted
assigns.  The  assignment by a party of this  Agreement or any rights  hereunder
shall not affect the  obligations  of such party  under this  Agreement.

5.7      No Third  Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

5.8      Governing  Law;   Venue;   Service  of  Process.   The  parties  hereto
acknowledge  that  the  transactions  contemplated  by  this  Agreement  and the
exhibits hereto bear a reasonable relation to the State of New York. The parties
hereto agree that the  internal  laws of the State of New York shall govern this
Agreement  and the exhibits  hereto,  including,  but not limited to, all issues
related to usury.  Any action to enforce the terms of this  Agreement  or any of
its exhibits,  or any other Transaction Document shall be brought exclusively in
the state and/or federal courts situated in the County and State of New York. If
and only if New York declines  jurisdiction  within the State of New York,  such
action  shall be  brought in the State and  County  where the  Target  Company's

                                       15
<PAGE>

principle  place of  business is  situated.  Service of process in any action by
Langley or the Target Company to enforce the terms of this Agreement may be made
by  serving  a copy of the  summons  and  complaint,  in  addition  to any other
relevant  documents,  by commercial  overnight courier to the other party at its
principal address set forth in this Agreement.

5.9      Survival.  The representations and warranties of the Target Company and
Langley contained in Article III and the agreements and covenants of the parties
contained  in Article IV and this  Article V shall  survive  the  Closing.

5.10     Counterpart  Signatures.  This Agreement may be executed in two or more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original  thereof.

5.11     Publicity. The Target Company and Langley shall consult with each other
in issuing any press releases or otherwise making public statements with respect
to the transactions  contemplated  hereby and neither party shall issue any such
press  release or  otherwise  make any such public  statement  without the prior
written consent of the other,  which consent shall not be unreasonably  withheld
or delayed,  unless counsel for the disclosing party deems such public statement
to be required by applicable  federal and/or state  securities  laws.  Except as
otherwise required by applicable law or regulation,  the Target Company will not
disclose  to any third  party  (excluding  its legal  counsel,  accountants  and
representatives) the names of Langley.

5.12     Severability.  In  case  any  one or  more  of the  provisions  of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
therefore,  and upon so agreeing, shall incorporate such substitute provision in
this  Agreement.  5.13  Limitation  of  Remedies.  With respect to claims by the
Target  Company or any person  acting by or through  the Target  Company,  or by
Langley or any person acting through  Langley,  for remedies at law or at equity
relating to or arising  out of a breach of this  Agreement,  liability,  if any,
shall, in no event, include loss of profits or incidental,  indirect, exemplary,
punitive, special or consequential damages of any kind.

                           [ SIGNATURE PAGE FOLLOWS ]

                                       16
<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the date first indicated above.

                                 Target Company:

                                 Quintek Technologies, Inc.


                                 By:  /s/ Andrew Haag
                                      ------------------------------------------
                                 Name:    Andrew Haag
                                 Title:   Chief Financial Officer



                                 Langley:

                                 Dungarvon Associates, Inc. on behalf of
                                 Langley Park Investments Plc.

                                 By:
                                     -------------------------------------------
                                 Name:
                                 Title:



                                       17
<PAGE>

Schedule 3.1(a)

Subsidiaries


                                       18
<PAGE>


Schedule 3.1(c)

Capitalization and Registration Rights


Common Stock


Total
Options and Warrants


                                       19
<PAGE>



Schedule 3.1(d)

Equity and Equity Equivalent Securities



                                       20
<PAGE>



Schedule 3.1(e)

Conflicts



                                       21
<PAGE>



Schedule 3.1(f)

Consents and Approvals



                                       22
<PAGE>



Schedule 3.1(g)

Litigation



                                       23
<PAGE>



Schedule 3.1(h)

Defaults and Violations




                                       24
<PAGE>
EXHIBIT A
                                ESCROW AGREEMENT

         ESCROW AGREEMENT (this  "Agreement"),  dated as of July 7, 2004, by and
between Quintek Technologies,  Inc., a California corporation with its principal
place of business at 537 Constitution Avenue, Suite B, Camarillo,  CA 93012 (the
"Target  Company");  Gottbetter  &  Partners,  LLP with its  principal  place of
business at 488 Madison  Avenue,  New York, NY 10022 (the "Escrow  Agent");  and
Langley Park Investments Plc, a corporation  organized under the laws of England
and Wales with its offices at 30 Farringdon Street, London EC4A 4HJ ("Langley").

Recitals

                  A.  Simultaneously  with  the  execution  of  this  Agreement,
Langley and the Target  Company  entered into a Stock  Purchase  Agreement  (the
"Stock Purchase Agreement"), dated as of the date hereof and incorporated herein
by  reference,  pursuant  to which the  Target  Company  has agreed to issue and
Langley has agreed that the Langley Consideration Shares shall be deposited into
escrow pursuant to this Agreement,  including fifty percent (50%) of the Langley
Consideration  Shares to be deposited into escrow as Downside  Price  Protection
(the "Langley Escrow Shares").

                  B. The Escrow Agent is willing to act as escrow agent pursuant
to the terms of this  Agreement  with  respect to the  purchase of the shares of
Consideration Stock.

                  C. All  capitalized  terms used but not defined  herein  shall
have the meanings ascribed thereto in the Stock Purchase Agreement.

         NOW, THEREFORE, IT IS AGREED:

         1.  Deposit  into  Escrow.  At Closing,  the Target  Company  shall (i)
deposit the Langley  Consideration  Shares with the Escrow  Agent,  (ii) deliver
blank stock  powers (the "Stock  Powers") for the Langley  Escrow  Shares to the
Escrow Agent and (iii)  deposit the  Consideration  Stock with the Escrow Agent.
The Escrow Agent shall hold the Langley  Consideration Shares, the Consideration
Stock and the Stock Powers in escrow when delivered.

         2.      Terms of Escrow.

         (a) If the Market Value of the Common Stock two years after  Closing is
less than the Closing Price, the Target Company shall sell to Langley the number
of Langley  Escrow Shares (the  "Langley  Protection  Shares")  equal to (a) the
Langley  Consideration  Shares multiplied by (b) the Percentage  Decrease,  at a
purchase  price of 1p per  Langley  Consideration  Share (the  "Escrow  Purchase
Price").  The  "Percentage  Decrease"  shall be  equal  to 1 - Market  Value/the
Closing  Price.  "Market Value" shall be the average of the ten (10) closing bid
prices  per  share  of the  Common  Stock  during  the  ten  (10)  trading  days
immediately preceding the two year anniversary of the Closing.

         Within  three  (3)  Business  Days of the two year  anniversary  of the
Closing,  Langley shall (i) send a notice ("Sale  Notice") to the Target Company
and the Escrow Agent of the Langley  Protection  Shares to be sold by the Target
Company to Langley,  if any, and (ii) deposit the Escrow Purchase Price with the
Escrow  Agent,  if necessary.  Within  fourteen (14) Business Days of the Target
Company's and the Escrow  Agent's  receipt of the Sale Notice and Escrow Agent's
receipt  of the  Escrow  Purchase  Price,  the Escrow  Agent is  authorized  and
directed (i) to pay the Escrow  Purchase  Price to the Target  Company,  if any,
(ii) to deliver the Langley  Protection  Shares, if any, and the Stock Powers to
Langley,  (iii) to deliver the remaining  Langley Escrow Shares,  if any, to the
Target  Company,  and (iv) to deliver the Stock Powers to the Target  Company if
the total number of Langley Protection Shares is zero.

                                       25
<PAGE>

         (b) If at any time before September 30, 2004, the Langley Consideration
Shares are admitted  for trading on the London  Stock  Exchange plc (the "London
Exchange"),  the Escrow Agent is authorized and directed to  distribute,  within
fourteen (14) Business Days of such admittance,  (i) the Consideration  Stock to
Langley and (ii) fifty percent (50%) of the Langley  Consideration Shares to the
Target Company. If the Langley Consideration Shares are not admitted for trading
on the London Exchange by September 30, 2004, the Escrow Agent is authorized and
directed to  distribute,  no later than October 5, 2004,  (i) the  Consideration
Stock to the  Target  Company  and  (ii) the  Langley  Consideration  Shares  to
Langley.

         3.      Duties and Obligations of the Escrow Agent.

         (a) The parties  hereto  agree that the duties and  obligations  of the
Escrow Agent shall be only those obligations herein specifically provided and no
other.  The Escrow Agent's duties are those of a depositary only, and the Escrow
Agent  shall incur no  liability  whatsoever,  except as a direct  result of its
willful  misconduct  or  gross  negligence  in the  performance  of  its  duties
hereunder;

         (b) The Escrow Agent may consult with counsel of its choice,  and shall
not be liable for any  action  taken,  suffered  or omitted to be taken by it in
accordance with the advice of such counsel;

         (c) The Escrow  Agent shall not be bound in any way by the terms of any
other agreement to which Langley and the Target Company are parties,  whether or
not the Escrow Agent has  knowledge  thereof,  and the Escrow Agent shall not in
any way be required to  determine  whether or not any other  agreement  has been
complied with by Langley and the Target Company, or any other party thereto. The
Escrow  Agent shall not be bound by any  modification,  amendment,  termination,
cancellation, rescission or supersession of this Agreement unless the same shall
be in writing and signed jointly by Langley and the Target Company and agreed to
in writing by the Escrow Agent;

         (d) If the Escrow  Agent shall be  uncertain as to its duties or rights
hereunder  or shall  receive  instructions,  claims  or  demands  which,  in its
opinion,  are in conflict  with any of the  provisions  of this  Agreement,  the
Escrow  Agent  shall be entitled  to refrain  from taking any action  other than
keeping  safely the  Consideration  (as defined  below) or taking certain action
until the Escrow Agent is directed  otherwise in writing  jointly by Langley and
the Target Company or by a final judgment of a court of competent jurisdiction;

         (e) The Escrow  Agent  shall be fully  protected  in  relying  upon any
written notice, demand,  certificate or document which the Escrow Agent, in good
faith, believes to be genuine. The Escrow Agent shall not be responsible for the
sufficiency  or accuracy of the form,  execution,  validity  or  genuineness  of
documents  or  securities  now  or  hereafter  deposited  hereunder  or  of  any
endorsement  thereon,  or for  any  lack  of  endorsement  thereon,  or for  any
description  therein; nor shall the Escrow Agent be responsible or liable in any
respect on account of the identity, authority or rights of the persons executing
or delivering or purporting to execute or deliver any such document, security or
endorsement;

         (f)  The  Escrow  Agent  shall  not  be  required  to  institute  legal
proceedings  of any  kind  and  shall  not  be  required  to  defend  any  legal
proceedings   which  may  be  instituted   against  it  or  in  respect  of  the
Consideration;

         (g) If the Escrow Agent at any time, in its sole  discretion,  deems it
necessary or advisable to relinquish  custody of any of the  Securities  (to the
extent delivered to the Escrow Agent pursuant hereto, the  "Consideration"),  it


                                       26
<PAGE>
may do so by delivering  the same to another Person that agrees to act as escrow
agent  hereunder and whose  substitution  for the Escrow Agent is agreed upon in
writing  by  Langley  and the  Target  Company;  provided,  however,  that  such
successor Escrow Agent must be resident in the United States.  If no such escrow
agent is selected  within  three (3) days after the Escrow Agent gives notice to
Langley and the Target  Company of the Escrow  Agent's  desire to so  relinquish
custody of the  Consideration  and resign as Escrow Agent, then the Escrow Agent
may do so by delivering the  Consideration  to the clerk or other proper officer
of a state or federal court of competent  jurisdiction  situate in the state and
county of New York.  The fee of any court  officer  shall be borne by the Target
Company.  Upon such delivery,  the Escrow Agent shall be discharged from any and
all  responsibility  or  liability  with respect to the  Consideration  and this
Agreement  and each of the Target  Company and Langley  shall  promptly  pay all
monies it may owe to the Escrow Agent for its services hereunder, including, but
not  limited  to,  reimbursement  of  its  out-of-pocket  expenses  pursuant  to
paragraph (i) below;

         (h) This  Agreement  shall not create any fiduciary  duty on the Escrow
Agent's part to Langley or the Target  Company,  nor disqualify the Escrow Agent
from representing  either party hereto in any dispute with the other,  including
any dispute  with  respect to the Purchase  Agreement  or  Debenture;  provided,
however,  that in the event of such  dispute,  the Escrow  Agent  shall have the
right to commence an interpleader action in any court of competent  jurisdiction
of the state of New York or of the United States located in the county and state
of New York, deposit the Consideration with such court;

         (i) The parties  acknowledge and agree that the Escrow Agent is counsel
to Langley. The parties agree to, and agree not to object to, the Escrow Agent's
engagement as Escrow Agent hereunder;

         (j) Upon the full performance of this Agreement, the Escrow Agent shall
be deemed released and discharged of any further obligations hereunder.

         4.       Indemnification.

         (a) Langley hereby  indemnifies  and holds free and harmless the Escrow
Agent from any and all losses, expenses,  liabilities and damages (including but
not limited to  reasonable  attorney's  fees,  and amounts  paid in  settlement)
resulting from claims  asserted by the Target  Company  against the Escrow Agent
with respect to the performance of any of the provisions of this Agreement;

         (b) The Target Company hereby  indemnifies  and holds free and harmless
the Escrow  Agent from any and all  losses,  expenses,  liabilities  and damages
(including  but not limited to reasonable  attorney's  fees,  and amount paid in
settlement)  resulting from claims  asserted by Langley against the Escrow Agent
with respect to the performance of any of the provisions of this Agreement;

         (c)  Langley and the Target  Company,  jointly  and  severally,  hereby
indemnify  and hold the  Escrow  Agent  harmless  from and  against  any and all
losses,  damages,  taxes,  liabilities  and expenses that may be incurred by the
Escrow Agent, arising out of or in connection with its acceptance of appointment
as the Escrow Agent  hereunder  and/or the performance of its duties pursuant to
this Agreement,  the Purchase Agreement and the Securities,  including,  but not
limited to, all legal costs and expenses of the Escrow Agent incurred  defending
itself  against  any  claim or  liability  in  connection  with its  performance
hereunder, provided that the Escrow Agent shall not be entitled to any indemnity
for any losses,  damages,  taxes,  liabilities or expenses that directly  result
from its willful  misconduct or gross  negligence in its  performance  as Escrow
Agent hereunder

         (d) In the event of any legal action or proceeding involving any of the
parties to this  Agreement  which is brought to enforce or otherwise  adjudicate
any of the rights or obligations of the parties  hereunder,  the  non-prevailing
party or parties shall pay the legal fees of the prevailing party or parties and
the legal fees, if any, of the Escrow Agent.
                                       27
<PAGE>

         5.      Miscellaneous.

         (a) All  notices,  including  Notices  of  Conversion  and  Notices  of
Exercise,  objections,  requests,  demands and other  communications sent to any
party  hereunder  shall  be  deemed  duly  given if (x) in  writing  and sent by
facsimile  transmission  to the Person for whom  intended if  addressed  to such
Person at its facsimile number set forth below or such other facsimile number as
such Person may designate by notice given  pursuant to the terms of this Section
5 and (y) the sender has confirmation of transmission:

                  (i) If to the Target Company:

                  Quintek Technologies,  Inc.
                  537 Constitution  Ave.,  Suite B
                  Camarillo,  CA 93012
                  Attn:  CEO
                  Tel: (805) 383-3914
                  Fax: (805) 482-6874
                  Email:  haagandrew@hotmail.com

                  (ii) If to Langley:

                  Langley Park Investments PLC
                  30 Farringdon Street London EC4A 4HJ
                  Attn: Harry Pearl
                  Tel: 44.207.569.0044
                  Fax: 44.207.724.0090

                  (iii) If to  the  Escrow Agent:

                  Gottbetter &  Partners,   LLP
                  488  Madison  Ave.
                  New York, New York 10022
                  Attn:  Adam S. Gottbetter, Esq.
                  Tel:   (212) 400-6900
                  Fax:   (212) 400-6901

         (b) This Agreement has been  prepared,  negotiated and delivered in the
state  of New York and  shall be  governed  by and  construed  and  enforced  in
accordance  with the  laws of the  state of New  York  applicable  to  contracts
entered into and performed  entirely  within New York,  without giving effect to
the principles of New York law relating to the conflict of laws.

         (c) This Agreement may be executed in two or more counterparts,  all of
which when taken  together  shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other  party,  it being  understood  that both parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

         (d) This  Agreement  shall be binding  upon and inure to the benefit of
the parties and their  successors  and permitted  assigns.  The  assignment by a
party of this Agreement or any rights hereunder shall not affect the obligations
of such party under this Agreement.

                                       28
<PAGE>

         6.     Termination of Escrow.

         The term of this Escrow  Agreement shall begin upon the date hereof and
shall  continue  until  terminated  upon the earlier to occur of (i) the Langley
Escrow Shares are fully distributed or (ii) the written agreement of the parties
to terminate  this  Agreement.  Upon the  termination  of this Escrow  Agreement
pursuant  to  subsection  (ii),  the Escrow  Agent shall  distribute  any of the
Langley  Escrow  Shares  then held by it  pursuant  to the terms of the  written
agreement of the parties.


                           [ SIGNATURE PAGE FOLLOWS ]


                                       29
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed the day and year first above written.


                                   The Target Company:

                                   Quintek Technologies, Inc.

                                   By: /s/ Andrew Haag
                                       -----------------------------------------
                                   Name:   Andrew Haag
                                   Title:    Chief Financial Officer


                                   Langley:

                                   Dungarvon Associates, Inc. on behalf of
                                   Langley Park Investments Plc.

                                   By: /s/ Rufus Pearl
                                       -----------------------------------------
                                   Name: Rufus Pearl
                                   Title: Administrative Director


                                   Escrow Agent:

                                   Gottbetter & Partners, LLP

                                   By: /s/ Adam S. Gottbetter
                                       -----------------------------------------
                                   Name: Adam S Gottbetter
                                   Title: Managing Partner



                                       30
<PAGE>


EXHIBIT B
                           Quintek Technologies, Inc.

                             OFFICER'S CERTIFICATE

         I,  Andrew  Haag,   being  the  Chief  Financial   Officer  of  Quintek
Technologies, Inc., a California corporation (the "Target Company"), pursuant to
Section  2.2(a)(ii)  of that certain Stock  Purchase  Agreement  (the  "Purchase
Agreement"),  dated as of July 7, 2004,  by and between  the Target  Company and
Langley Park  Investments PLC, do hereby certify on behalf of the Target Company
that attached hereto is a copy of the  resolutions  duly adopted by the Board of
Directors of the Target  Company  authorizing  the Target Company to execute and
deliver  the  Transaction  Documents,  as such term is defined  in the  Purchase
Agreement and to enter into the transactions contemplated thereby.

         IN WITNESS  WHEREOF,  I have executed  this  Officer's  Certificate  on
behalf of the Target Company this 7th day of July, 2004.  Quintek  Technologies,
Inc.


By:  /s/ Andrew Haag
     ------------------------------------------
         Andrew Haag, Chief Financial Officer


                                       31