Exhibit 10.22

                         SECURITIES PURCHASE AGREEMENT

Securities  Purchase  Agreement dated as of August 2, 2004 (this "Agreement") by
and between Quintek Technologies, Inc., a California corporation, with principal
executive offices located at 17951 Lyons Circle, Huntington Beach, CA 92647 (the
"Company"), and Golden Gate Investors, Inc. ("Buyer").

         WHEREAS,  Buyer desires to purchase  from the Company,  and the Company
desires to issue and sell to Buyer, upon the terms and subject to the conditions
of this  Agreement,  the  Convertible  Debenture of the Company in the aggregate
principal amount of $300,000 (the "Debenture"); and

         WHEREAS,  in conjunction  with the Debenture,  the Company has issued a
Warrant to  Purchase  Common  Stock to the Buyer  (the  "Warrant  or  Conversion
Warrant"); and

         WHEREAS,  upon the terms and subject to the conditions set forth in the
Debenture  and the  Warrant,  the  Debenture  and  Warrant are  convertible  and
exercisable,  respectively,  into  shares of the  Company's  Common  Stock  (the
"Common Stock");

         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:

I.       PURCHASE AND SALE OF DEBENTURE

                  A.  Transaction.  Buyer  hereby  agrees to  purchase  from the
         Company,  and the Company  has  offered and hereby  agrees to issue and
         sell to  Buyer  in a  transaction  exempt  from  the  registration  and
         prospectus  delivery  requirements  of the  Securities  Act of 1933, as
         amended (the "Securities Act"), the Debenture.  B. Purchase Price; Form
         of Payment.  The  purchase  price for the  Debenture to be purchased by
         Buyer   hereunder   shall   be   $300,000   (the   "Purchase   Price").
         Simultaneously  with the execution of this  Agreement,  Buyer shall pay
         $225,000 of the Purchase Price (the "Initial  Purchase  Price") by wire
         transfer of immediately available funds to the Company.  Simultaneously
         with the  execution of this  Agreement,  the Company  shall deliver the
         Convertible  Debenture and the  Conversion  Warrants  (which shall have
         been  duly  authorized,  issued  and  executed  I/N/O  Buyer or, if the
         Company  otherwise  has been  notified,  I/N/O Buyer's  nominee).  Upon
         notification and verification  that the Registration  Statement for the
         Conversion  Shares (as  defined  below) and the shares of Common  Stock
         issuable  upon  exercise  of  the  Conversion  Warrants  (the  "Warrant
         Shares") has been  declared  effective by the  Securities  and Exchange
         Commission, and such shares can legally be issued to Buyer, Buyer shall
         immediately  send via wire the  remainder  of the Purchase  Price.

II.      BUYER'S REPRESENTATIONS AND WARRANTIES

         Buyer  represents  and  warrants to and  covenants  and agrees with the
         Company as follows:

                  A. Buyer is  purchasing  the  Debenture  and the Common  Stock
                  issuable upon  conversion or redemption of the Debenture  (the
                  "Conversion  Shares" and,  collectively with the Debenture and
                  the Warrant Shares, the "Securities") for its own account, for
                  investment  purposes  only and not with a view  towards  or in
                  connection  with the public  sale or  distribution  thereof in
                  violation  of  the   Securities   Act.

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                  B. Buyer is (i) an "accredited investor" within the meaning of
                  Rule  501 of  Regulation  D under  the  Securities  Act,  (ii)
                  experienced in making  investments of the kind contemplated by
                  this Agreement,  (iii) capable,  by reason of its business and
                  financial  experience,  of evaluating the relative  merits and
                  risks of an  investment  in the  Securities,  and (iv) able to
                  afford the loss of its investment in the Securities.

                  C. Buyer understands that the Securities are being offered and
                  sold by the  Company  in  reliance  on an  exemption  from the
                  registration requirements of the Securities Act and equivalent
                  state  securities and "blue sky" laws, and that the Company is
                  relying  upon the accuracy  of, and Buyer's  compliance  with,
                  Buyer's representations, warranties and covenants set forth in
                  this Agreement to determine the availability of such exemption
                  and the  eligibility of Buyer to purchase the  Securities;

                  D.  Buyer  understands  that  the  Securities  have  not  been
                  approved  or   disapproved  by  the  Securities  and  Exchange
                  Commission  (the  "Commission")  or any  state  or  provincial
                  securities  commission.

                  E.  This  Agreement  has  been  duly and  validly  authorized,
                  executed  and  delivered  by Buyer and is a valid and  binding
                  agreement of Buyer  enforceable  against it in accordance with
                  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
                  fraudulent conveyance, reorganization,  moratorium and similar
                  laws affecting  creditors'  rights and remedies  generally and
                  except as rights to indemnity and  contribution may be limited
                  by  federal  or state  securities  laws or the  public  policy
                  underlying such laws.

III.     THE COMPANY'S REPRESENTATIONS

         The Company  represents and warrants to Buyer that:

         A.  Capitalization.

                  1. The  authorized  capital  stock of the Company  consists of
                  200,000,000  shares of Common Stock and  50,000,000  shares of
                  Series A Preferred  Stock of which  48,749,994  shares and -0-
                  shares,  respectively,  are issued and  outstanding  as of the
                  date hereof and are fully paid and nonassessable.  The amount,
                  exercise, conversion or subscription price and expiration date
                  for each outstanding option and other security or agreement to
                  purchase  shares of Common  Stock is  accurately  set forth on
                  Schedule III.A.1.

                  2. The Conversion Shares and the Warrant Shares have been duly
                  and  validly  authorized  and  reserved  for  issuance  by the
                  Company,  and,  when issued by the Company upon  conversion of
                  the Debenture, will be duly and validly issued, fully paid and
                  nonassessable  and will not  subject  the  holder  thereof  to
                  personal  liability by reason of being such holder.

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                  3.  Except as  disclosed  on Schedule  III.A.3.,  there are no
                  preemptive,  subscription,  "call,"  right of first refusal or
                  other  similar  rights to  acquire  any  capital  stock of the
                  Company or other  voting  securities  of the Company that have
                  been issued or granted to any person and no other  obligations
                  of the  Company  to issue,  grant,  extend  or enter  into any
                  security,   option,   warrant,   "call,"  right,   commitment,
                  agreement,  arrangement or undertaking  with respect to any of
                  their  respective  capital stock.

         B.  Organization;  Reporting  Company  Status.

                  1.  The  Company  is a  corporation  duly  organized,  validly
                  existing and in good  standing  under the laws of the state or
                  jurisdiction in which it is incorporated and is duly qualified
                  as a foreign  corporation  in all  jurisdictions  in which the
                  failure so to qualify  would  reasonably be expected to have a
                  material   adverse   effect  on  the   business,   properties,
                  prospects,  condition  (financial  or otherwise) or results of
                  operations of the Company or on the consummation of any of the
                  transactions  contemplated  by  this  Agreement  (a  "Material
                  Adverse  Effect").

                  2. The Company is subject to the reporting requirements of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act").  The Common Stock is traded on the OTC  Bulletin  Board
                  service of the National  Association  of  Securities  Dealers,
                  Inc.  ("OTCBB")  and the Company has not  received  any notice
                  regarding,  and to its  knowledge  there is no threat  of, the
                  termination or discontinuance of the eligibility of the Common
                  Stock for such trading.

         C. Authorization.

         The  Company  (i) has duly and  validly  authorized  and  reserved  for
         issuance shares of Common Stock,  which is a number  sufficient for the
         conversion of the Debenture and the exercise of the Conversion  Warrant
         and (ii) at all  times  from and  after the date  hereof  shall  have a
         sufficient number of shares of Common Stock duly and validly authorized
         and reserved for issuance to satisfy the conversion of the Debenture in
         full  and  the  exercise  of  the  Conversion   Warrant.   The  Company
         understands and  acknowledges  the  potentially  dilutive effect on the
         Common Stock of the issuance of the  Conversion  Shares and the Warrant
         Shares.  The Company further  acknowledges that its obligation to issue
         Conversion  Shares upon conversion of the Debenture and the exercise of
         the Conversion  Warrant and the Initial Warrant in accordance with this
         Agreement  is absolute  and  unconditional  regardless  of the dilutive
         effect that such issuance may have on the ownership  interests of other
         stockholders of the Company and notwithstanding the commencement of any
         case under 11 U.S.C.  ss. 101 et seq. (the "Bankruptcy  Code").  In the
         event the Company is a debtor under the  Bankruptcy  Code,  the Company
         hereby waives to the fullest  extent  permitted any rights to relief it
         may have under 11 U.S.C.  ss. 362 in respect of the  conversion  of the
         Debenture.  The Company  agrees,  without cost or expense to Buyer,  to
         take or consent to any and all action  necessary to  effectuate  relief
         under 11 U.S.C. ss. 362.

         D. Authority; Validity and Enforceability.

         The Company has the  requisite  corporate  power and authority to enter
         into the Documents (as such term is hereinafter defined) and to perform

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         all  of  its  obligations   hereunder  and  thereunder  (including  the
         issuance, sale and delivery to Buyer of the Securities). The execution,
         delivery  and  performance  by the  Company  of the  Documents  and the
         consummation by the Company of the transactions contemplated hereby and
         thereby (including,  without limitation,  the issuance of the Debenture
         and the issuance and reservation for issuance of the Conversion  Shares
         and the Warrant  Shares) have been duly and validly  authorized  by all
         necessary  corporate  action  on the part of the  Company.  Each of the
         Documents  has been duly and  validly  executed  and  delivered  by the
         Company and each Document constitutes a valid and binding obligation of
         the  Company  enforceable  against  it in  accordance  with its  terms,
         subject to applicable  bankruptcy,  insolvency,  fraudulent conveyance,
         reorganization, moratorium and similar laws affecting creditors' rights
         and  remedies   generally   and  except  as  rights  to  indemnity  and
         contribution  may be limited by federal or state securities laws or the
         public policy  underlying  such laws. The Securities have been duly and
         validly  authorized  for issuance by the Company and, when executed and
         delivered by the Company,  will be valid and binding obligations of the
         Company  enforceable  against it in  accordance  with their  respective
         terms,  subject  to  applicable  bankruptcy,   insolvency,   fraudulent
         conveyance,  reorganization,  moratorium  and  similar  laws  affecting
         creditors'  rights  and  remedies  generally.   For  purposes  of  this
         Agreement,  the term  "Documents"  means (i) this  Agreement;  (ii) the
         Registration  Rights  Agreement dated as of even date herewith  between
         the Company and Buyer,  (iii) the  Debenture;  and (iv) the  Conversion
         Warrant.

         E. Validity of Issuance of the Securities.

         The Debenture,  the Conversion Shares upon their issuance in accordance
         with the  Debenture,  and the Warrant Shares will be validly issued and
         outstanding,  fully  paid and  nonassessable,  and not  subject  to any
         preemptive   rights,   rights  of  first  refusal,   tag-along  rights,
         drag-along rights or other similar rights.

         F. Non-contravention.

         The  execution  and  delivery  by the  Company  of the  Documents,  the
         issuance of the Securities,  and the consummation by the Company of the
         other  transactions   contemplated  hereby  and  thereby  do  not,  and
         compliance  with the provisions of this  Agreement and other  Documents
         will not,  conflict  with,  or result in any  violation  of, or default
         (with or without notice or lapse of time, or both) under,  or give rise
         to  a  right  of  termination,  cancellation  or  acceleration  of  any
         obligation  or loss of a  material  benefit  under,  or  result  in the
         creation of any Lien (as such term is hereinafter  defined) upon any of
         the  properties  or assets of the  Company  or any of its  Subsidiaries
         under,  or result in the termination of, or require that any consent be
         obtained  or any notice be given with  respect to (i) the  Articles  or
         Certificate  of  Incorporation  or  By  Laws  of  the  Company  or  the
         comparable   charter  or   organizational   documents  of  any  of  its
         Subsidiaries,  in each case as amended  to the date of this  Agreement,
         (ii)  any  loan  or  credit  agreement,   Debenture,   bond,  mortgage,
         indenture,  lease,  contract or other  agreement,  instrument or permit
         applicable  to  the  Company  or  any  of  its  Subsidiaries  or  their
         respective  properties  or  assets  or (iii)  any Law (as such  term is
         hereinafter defined) applicable to, or any judgment, decree or order of
         any court or government body having  jurisdiction  over, the Company or
         any  of its  Subsidiaries  or any of  their  respective  properties  or
         assets.

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         G. Approvals.

         No  authorization,  approval  or  consent  of any  court or  public  or
         governmental  authority  is  required to be obtained by the Company for
         the issuance and sale of the  Securities  to Buyer as  contemplated  by
         this Agreement,  except such authorizations,  approvals and consents as
         have been obtained by the Company prior to the date hereof.

         H. Commission Filings.

         The Company  has  properly  and timely  filed with the  Commission  all
         reports,  proxy  statements,  forms and other documents  required to be
         filed with the Commission under the Securities Act and the Exchange Act
         since becoming subject to such Acts (the "Commission  Filings").  As of
         their  respective  dates,  (i) the Commission  Filings  complied in all
         material  respects with the  requirements  of the Securities Act or the
         Exchange Act, as the case may be, and the rules and  regulations of the
         Commission promulgated thereunder applicable to such Commission Filings
         and (ii) none of the  Commission  Filings  contained at the time of its
         filing any untrue  statement  of a material  fact or omitted to state a
         material  fact  required to be stated  therein or necessary in order to
         make the statements  therein, in light of the circumstances under which
         they were made, not misleading. The financial statements of the Company
         included in the Commission  Filings, as of the dates of such documents,
         were true and  complete in all  material  respects  and  complied  with
         applicable   accounting   requirements  and  the  published  rules  and
         regulations of the Commission  with respect  thereto,  were prepared in
         accordance with generally accepted accounting  principles in the United
         States ("GAAP") (except in the case of unaudited  statements  permitted
         by Form 10-Q under the  Exchange  Act)  applied on a  consistent  basis
         during the periods  involved  (except as may be  indicated in the notes
         thereto) and fairly  presented the consolidated  financial  position of
         the  Company  and its  Subsidiaries  as of the  dates  thereof  and the
         consolidated results of their operations and cash flows for the periods
         then ended  (subject,  in the case of unaudited  statements,  to normal
         year-end audit  adjustments  that in the aggregate are not material and
         to any other adjustment described therein).

         I. Full Disclosure.

         There is no fact known to the Company  (other than general  economic or
         industry  conditions  known to the public  generally) that has not been
         fully disclosed in the Commission  Filings that (i) reasonably could be
         expected to have a Material  Adverse Effect or (ii) reasonably could be
         expected to materially and adversely  affect the ability of the Company
         to perform its  obligations  pursuant to the  Documents.

         J. Absence of Events of Default.

         No "Event of Default"  (as defined in any  agreement or  instrument  to
         which the Company is a party) and no event which, with notice, lapse of
         time or both, would constitute an Event of Default (as so defined), has
         occurred and is continuing.

         K. Securities Law Matters.

         Assuming the accuracy of the  representations  and  warranties of Buyer
         set forth in  Article  II,  the offer  and sale by the  Company  of the
         Securities is exempt from (i) the registration and prospectus  delivery
         requirements of the Securities Act and the rules and regulations of the
         Commission  thereunder and (ii) the registration  and/or  qualification
         provisions of all applicable state and provincial  securities and "blue

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         sky" laws. The Company shall not directly or indirectly take, and shall
         not permit any of its  directors,  officers or  Affiliates  directly or
         indirectly to take,  any action  (including,  without  limitation,  any
         offering or sale to any person or entity of any security similar to the
         Debenture)  which will make  unavailable  the exemption from Securities
         Act  registration  being  relied  upon by the Company for the offer and
         sale to Buyer of the Debenture,  the Conversion  Shares and the Warrant
         Shares  as  contemplated   by  this  Agreement.   No  form  of  general
         solicitation  or advertising has been used or authorized by the Company
         or any of its officers,  directors or Affiliates in connection with the
         offer  or  sale  of  the  Debenture  (and  the  Conversion  Shares)  as
         contemplated  by this  Agreement  or any other  agreement  to which the
         Company  is a party.

         L.  Registration  Rights.

         Except as set forth on Schedule  III.L.,  no Person has,  and as of the
         Closing (as such term is  hereinafter  defined),  no Person shall have,
         any demand,  "piggy-back"  or other rights to cause the Company to file
         any registration  statement under the Securities Act relating to any of
         its securities or to participate in any such registration statement.

         M.  Interest.

         The timely  payment of interest on the  Debenture is not  prohibited by
         the Articles or Certificate of Incorporation or By-Laws of the Company,
         in  each  case  as  amended  to the  date  of  this  Agreement,  or any
         agreement, contract, document or other undertaking to which the Company
         is a party.

         N. No Misrepresentation.

         No  representation  or  warranty  of  the  Company  contained  in  this
         Agreement or any of the other Documents, any schedule, annex or exhibit
         hereto or thereto or any agreement, instrument or certificate furnished
         by the Company to Buyer pursuant to this Agreement  contains any 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 not
         misleading.  O.  Finder's  Fee.  There is no  finder's  fee,  brokerage
         commission  or  like  payment  in  connection  with  the   transactions
         contemplated   by  this   Agreement   for  which  Buyer  is  liable  or
         responsible.

IV.      CERTAIN COVENANTS AND ACKNOWLEDGMENTS

         A. Filings.

         The Company shall make all necessary  Commission Filings and "blue sky"
         filings  required to be made by the Company in connection with the sale
         of the  Securities  to Buyer as required by all  applicable  Laws,  and
         shall provide a copy thereof to Buyer  promptly  after such filing.

         B. Reporting Status.

         So long as Buyer  beneficially owns any of the Securities,  the Company
         shall  timely  file  all  reports  required  to be filed by it with the
         Commission  pursuant  to Section 13 or 15(d) of the  Exchange  Act.

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         C. Listing.

         Except to the extent the Company lists its Common Stock on The New York
         Stock Exchange, The American Stock Exchange or The Nasdaq Stock Market,
         the Company  shall use its best  efforts to maintain its listing of the
         Common Stock on OTCBB. If the Common Stock is delisted from OTCBB,  the
         Company  will use its best efforts to list the Common Stock on the most
         liquid national securities exchange or quotation system that the Common
         Stock is  qualified  to be listed  on.

         D. Reserved Conversion Common Stock.

         The Company at all times from and after the date hereof shall have such
         number of  shares  of Common  Stock  duly and  validly  authorized  and
         reserved for issuance as shall be sufficient for the conversion in full
         of the  Debenture  and  the  exercise  of the  Conversion  Warrant.

         E. Information.

         Each of the parties hereto acknowledges and agrees that Buyer shall not
         be  provided  with,  nor be given  access to, any  material  non-public
         information  relating to the Company.

         F. Accounting and Reserves.

         The Company shall  maintain a standard and uniform system of accounting
         and shall keep proper  books and  records  and  accounts in which full,
         true,  and correct  entries shall be made of its  transactions,  all in
         accordance  with GAAP applied on consistent  basis through all periods,
         and  shall  set  aside  on such  books  for each  fiscal  year all such
         reserves for depreciation,  obsolescence,  amortization,  bad debts and
         other  purposes in  connection  with its  operations as are required by
         such principles so applied.

         G. Transactions with Affiliates.

         So long as the Debenture is outstanding, neither the Company nor any of
         its Subsidiaries shall, directly or indirectly, enter into any material
         transaction or agreement  with any  stockholder,  officer,  director or
         Affiliate of the Company or family  member of any officer,  director or
         Affiliate of the Company,  unless the  transaction  or agreement is (i)
         reviewed and approved by a majority of Disinterested Directors (as such
         term is hereinafter defined) and (ii) on terms no less favorable to the
         Company  or the  applicable  Subsidiary  than those  obtainable  from a
         nonaffiliated person. A "Disinterested  Director" shall mean a director
         of the  Company  who is not and has not been an officer or  employee of
         the Company and who is not a member of the family of,  controlled by or
         under common control with, any such officer or employee.

         H. Certain Restrictions.

         So long as the Debenture is outstanding, no dividends shall be declared
         or paid or set apart for  payment nor shall any other  distribution  be
         declared or made upon any capital  stock of the Company,  nor shall any
         capital  stock of the  Company  be  redeemed,  purchased  or  otherwise
         acquired  (other than a redemption,  purchase or other  acquisition  of
         shares of Common  Stock made for  purposes of an employee  incentive or
         benefit plan (including a stock option plan) of the Company or pursuant
         to any of the security  agreements  listed on Schedule  III.A,  for any
         consideration  by the Company,  directly or  indirectly,  nor shall any
         moneys  be  paid  to or  made  available  for a  sinking  fund  for the
         redemption of any Common Stock of any such stock.

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         I. Short Selling.

         So long as the Debenture is outstanding,  Buyer agrees and covenants on
         its behalf and on behalf of its  affiliates  that neither Buyer nor its
         affiliates  shall at any time engage in any short sales with respect to
         the Company's Common Stock, or sell put options or similar  instruments
         with respect to the Company's Common Stock.

V.       ISSUANCE OF COMMON STOCK

         A. The Company undertakes and agrees that no instruction other than the
         instructions  referred to in this Article V and customary stop transfer
         instructions  prior to the  registration  and sale of the Common  Stock
         pursuant to an effective Securities Act registration statement shall be
         given to its transfer agent for the  Conversion  Shares and the Warrant
         Shares and that the  Conversion  Shares and the  Warrant  Shares  shall
         otherwise  be  freely  transferable  on the books  and  records  of the
         Company  as  and  to  the  extent  provided  in  this  Agreement,   the
         Registration  Rights Agreement and applicable law. Nothing contained in
         this  Section  V.A.  shall  affect in any way Buyer's  obligations  and
         agreement to comply with all applicable  securities laws upon resale of
         such  Common  Stock.

         B. Buyer shall have the right to convert the Debenture and exercise the
         Warrant by telecopying an executed and completed  Conversion Notice (as
         such term is defined in the  Debenture)  or Warrant  Notice of Exercise
         (as such term is defined in the Warrant) to the  Company.  Each date on
         which a Conversion  Notice or Warrant  Notice of Exercise is telecopied
         to and received by the Company in accordance with the provisions hereof
         shall be  deemed a  Conversion  Date (as such  term is  defined  in the
         Debenture).  The Company shall cause the transfer agent to transmit the
         certificates  evidencing the Common Stock  issuable upon  conversion of
         the Debenture (together with a new debenture,  if any, representing the
         principal  amount of the  Debenture not being so converted) or exercise
         of the Warrant (together with a new Warrant,  if any,  representing the
         amount of the  Warrant  not being so  exercised)  to Buyer via  express
         courier,  or if a Registration  Statement covering the Common Stock has
         been declared effective by the SEC by electronic transfer, within three
         (3) business days after receipt by the Company of the Conversion Notice
         or  Warrant  Notice of  Exercise  (the  "Delivery  Date").

         C. Upon the  conversion  of the Debenture or exercise of the Warrant or
         part thereof, the Company shall, at its own cost and expense,  take all
         necessary  action  (including the issuance of an opinion of counsel) to
         assure that the Company's transfer agent shall issue stock certificates
         in the  name  of  Buyer  (or its  nominee)  or such  other  persons  as
         designated  by  Buyer  and in such  denominations  to be  specified  at
         conversion  representing  the number of shares of common stock issuable
         upon  such  conversion  or  exercise.  The  Company  warrants  that the
         Conversion Shares and Warrant Shares will be unlegended,  free-trading,
         and freely transferable,  and will not contain a legend restricting the
         resale or  transferability  of the Company  Common  Stock  provided the
         Conversion  Shares and  Warrant  Shares are being sold  pursuant  to an
         effective  registration  statement covering the Common Stock to be sold
         or is  otherwise  exempt from  registration  when sold.

         D. The Company  understands  that a delay in the delivery of the Common
         Stock in the form required  pursuant to this section,  or the Mandatory
         Redemption  Amount  described in Section E hereof,  beyond the Delivery
         Date or  Mandatory  Redemption  Payment Date (as  hereinafter  defined)
         could  result in economic  loss to the Buyer.  As  compensation  to the

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         Buyer for such loss,  the  Company  agrees to pay late  payments to the
         Buyer for late issuance of Common Stock in the form  required  pursuant
         to Section C hereof upon Conversion of the Debenture or late payment of
         the Mandatory Redemption Amount, in the amount of $100 per business day
         after the Delivery  Date or Mandatory  Redemption  Payment Date, as the
         case may be,  for each  $10,000 of  Debenture  principal  amount  being
         converted or  redeemed.  The Company  shall pay any  payments  incurred
         under  this  Section  in  immediately   available  funds  upon  demand.
         Furthermore,  in addition to any other  remedies which may be available
         to the  Buyer,  in the event that the  Company  fails for any reason to
         effect  delivery  of the  Common  Stock  by the  Delivery  Date or make
         payment by the Mandatory  Redemption  Payment  Date,  the Buyer will be
         entitled to revoke all or part of the relevant  Notice of Conversion or
         rescind all or part of the notice of Mandatory  Redemption  by delivery
         of a notice to such effect to the Company whereupon the Company and the
         Buyer shall each be restored to their respective positions  immediately
         prior to the delivery of such notice,  except that late payment charges
         described  above shall be payable through the date notice of revocation
         or rescission is given to the Company.

         E. Mandatory  Redemption.

         In the event the Company is prohibited  from issuing  Common Stock,  or
         fails to timely  deliver  Common Stock on a Delivery  Date, or upon the
         occurrence of an Event of Default (as defined in the  Debenture) or for
         any reason other than pursuant to the limitations set forth herein,  or
         upon the occurrence of an Event of Default as defined in the Debenture,
         then at the Buyer's  election,  the  Company  must pay to the Buyer ten
         (10)  business  days after request by the Buyer or on the Delivery Date
         (if requested by the Buyer) a sum of money determined by multiplying up
         to the outstanding  principal amount of the Debenture designated by the
         Buyer by 130%,  together  with  accrued  but  unpaid  interest  thereon
         ("Mandatory Redemption Payment"). The Mandatory Redemption Payment must
         be received by the Buyer on the same date as the Company  Common  Stock
         otherwise  deliverable  or within ten (10) business days after request,
         whichever is sooner ("Mandatory Redemption Payment Date"). Upon receipt
         of  the  Mandatory  Redemption  Payment,  the  corresponding  Debenture
         principal and interest will be deemed paid and no longer outstanding.

         F. Buy-In.

         In addition to any other rights  available to the Buyer, if the Company
         fails  to  deliver  to  the  Buyer  such  Common  Stock  issuable  upon
         conversion of a Debenture or exercise of a Warrant by the Delivery Date
         and if ten (10) days after the Delivery Date the Buyer purchases (in an
         open market transaction or otherwise) shares of Common Stock to deliver
         in  satisfaction  of a sale by the Buyer of the Common  Stock which the
         Buyer anticipated receiving upon such conversion (a "Buy-In"), then the
         Company  shall pay in cash to the Buyer (in  addition  to any  remedies
         available  to or  elected  by the  Buyer)  the  amount by which (A) the
         Buyer's total purchase price (including brokerage commissions,  if any)
         for the shares of Common Stock so purchased  exceeds (B) the  aggregate
         principal  and/or interest amount of the Debenture or Warrant for which
         such  conversion  or exercise  was not timely  honored,  together  with
         interest thereon at a rate of 15% per annum, accruing until such amount
         and any accrued interest thereon is paid in full (which amount shall be
         paid as liquidated damages and not as a penalty).  For example,  if the
         Buyer purchases shares of Common Stock having a total purchase price of
         $11,000 to cover a Buy-In with  respect to an attempted  conversion  of
         $10,000 of Debenture or Warrant principal and/or interest,  the Company
         shall be required to pay the Buyer  $1,000,  plus  interest.  The Buyer
         shall provide the Company written notice indicating the amounts payable
         to the Buyer in  respect  of the  Buy-In.

                                       9
<PAGE>
         G. The  Securities  shall be  delivered  by the  Company  to the  Buyer
         pursuant to Section I.B. hereof on a  "delivery-against-payment  basis"
         at the Closing.

VI.      CLOSING  DATE

         The  Closing  shall  occur  by the  delivery:  (i) to the  Buyer of the
         certificate evidencing the Debenture and all other Agreements, and (ii)
         to the Company the Purchase Price.

VII.     CONDITIONS TO THE COMPANY'S OBLIGATIONS

         Buyer  understands that the Company's  obligation to sell the Debenture
         on the Closing Date to Buyer  pursuant to this Agreement is conditioned
         upon:  A.  Delivery  by Buyer to the  Company of the  Initial  Purchase
         Price; B. The accuracy on the Closing Date of the  representations  and
         warranties  of  Buyer  contained  in this  Agreement  as if made on the
         Closing Date (except for representations and warranties which, by their
         express  terms,  speak as of and relate to a specified  date,  in which
         case such accuracy shall be measured as of such specified date) and the
         performance by Buyer in all material  respects on or before the Closing
         Date of all covenants and  agreements of Buyer required to be performed
         by it pursuant to this  Agreement on or before the Closing Date; and C.
         There shall not be in effect any Law or order, ruling, judgment or writ
         of any court or public or governmental authority restraining, enjoining
         or otherwise  prohibiting any of the transactions  contemplated by this
         Agreement.


VIII.    CONDITIONS TO BUYER'S  OBLIGATIONS

         The  Company  understands  that  Buyer's  obligation  to  purchase  the
         Securities  on  the  Closing  Date   pursuant  to  this   Agreement  is
         conditioned  upon:  A.  Delivery by the Company of the  Debenture,  the
         Conversion  Warrant  and the  other  Agreements  (I/N/O  Buyer or I/N/O
         Buyer's  nominee);   B.  The  accuracy  on  the  Closing  Date  of  the
         representations  and  warranties  of  the  Company  contained  in  this
         Agreement as if made on the Closing  Date  (except for  representations
         and warranties which, by their express terms, speak as of and relate to
         a specified  date, in which case such accuracy  shall be measured as of
         such specified date) and the performance by the Company in all respects
         on or before the Closing Date of all  covenants  and  agreements of the
         Company required to be performed by it pursuant to this Agreement on or
         before the Closing  Date,  all of which shall be  confirmed to Buyer by
         delivery  of the  certificate  of the chief  executive  officer  of the
         Company to that  effect;

         C. There not having occurred (i) any general  suspension of trading in,
         or limitation on prices listed for, the Common Stock on the  OTCBB/Pink
         Sheet,  (ii) the declaration of a banking  moratorium or any suspension
         of  payments  in  respect  of banks in the  United  States,  (iii)  the
         commencement  of a war,  armed  hostilities or other  international  or
         national calamity directly or indirectly involving the United States or
         any of its  territories,  protectorates  or  possessions or (iv) in the
         case  of the  foregoing  existing  at the  date of  this  Agreement,  a
         material  acceleration  or  worsening  thereof;

         D. There not having occurred any event or development,  and there being
         in existence no condition,  having or which  reasonably and foreseeably
         could have a Material Adverse Effect;

         E. The Company shall have delivered to Buyer  reimbursement  of Buyer's
         reasonable out-of-pocket costs and expenses incurred in connection with
         the transactions contemplated by this Agreement;

                                       10
<PAGE>

         F. There  shall not be in effect any Law,  order,  ruling,  judgment or
         writ of any  court or  public or  governmental  authority  restraining,
         enjoining or otherwise prohibiting any of the transactions contemplated
         by this  Agreement;

         G. The Company shall have  obtained all consents,  approvals or waivers
         from  governmental  authorities  and third  persons  necessary  for the
         execution,   delivery  and   performance   of  the  Documents  and  the
         transactions  contemplated  thereby,  all without  material cost to the
         Company;

         H. Buyer shall have received such additional  documents,  certificates,
         payment, assignments, transfers and other deliveries as it or its legal
         counsel may reasonably request and as are customary to effect a closing
         of the matters herein contemplated;

         I.  Delivery  by the  Company  of an  enforceability  opinion  from its
         outside counsel in form and substance satisfactory to Buyer

         J.  Reimbursement  of Buyer's  legal fees in the amount of $5,000.

IX.      SURVIVAL;  INDEMNIFICATION

         A. The  representations,  warranties  and covenants made by each of the
         Company  and  Buyer  in this  Agreement,  the  annexes,  schedules  and
         exhibits  hereto  and in each  instrument,  agreement  and  certificate
         entered into and  delivered by them  pursuant to this  Agreement  shall
         survive  the  Closing  and  the   consummation   of  the   transactions
         contemplated  hereby.  In the event of a breach or  violation of any of
         such representations,  warranties or covenants,  the party to whom such
         representations,  warranties or covenants have been made shall have all
         rights and remedies for such breach or violation  available to it under
         the  provisions of this  Agreement or  otherwise,  whether at law or in
         equity,  irrespective of any investigation made by or on behalf of such
         party on or prior to the Closing Date.

         B. The Company hereby agrees to indemnify and hold harmless Buyer,  its
         affiliates  and their  respective  officers,  directors,  partners  and
         members  (collectively,  the "Buyer  Indemnitees") from and against any
         and all losses, claims, damages, judgments, penalties,  liabilities and
         deficiencies  (collectively,  "Losses")  and agrees to reimburse  Buyer
         Indemnitees  for all  out-of-pocket  expenses  (including  the fees and
         expenses of legal counsel),  in each case promptly as incurred by Buyer
         Indemnitees and to the extent arising out of or in connection  with: 1.
         any  misrepresentation,  omission  of  fact  or  breach  of  any of the
         Company's  representations or warranties contained in this Agreement or
         the other  Documents,  or the annexes,  schedules or exhibits hereto or
         thereto or any  instrument,  agreement or  certificate  entered into or
         delivered  by the  Company  pursuant  to this  Agreement  or the  other
         Documents;  2.  any  failure  by  the  Company  to  perform  any of its
         covenants,  agreements,  undertakings  or obligations set forth in this
         Agreement or the other  Documents  or any  instrument,  certificate  or
         agreement  entered into or  delivered  by the Company  pursuant to this
         Agreement or the other Documents; 3. the purchase of the Debenture, the
         conversion of the Debenture,  the payment of interest on the Debenture,
         the  issuance  of  the  Warrant   Shares,   the   consummation  of  the
         transactions  contemplated  by this Agreement and the other  Documents,
         the use of any of the  proceeds of the  Purchase  Price by the Company,
         the  purchase  or  ownership  of any or  all  of  the  Securities,  the
         performance  by the  parties  hereto  of their  respective  obligations


                                       11
<PAGE>

         hereunder   and  under  the   Documents   or  any  claim,   litigation,
         investigation,  proceedings or  governmental  action relating to any of
         the foregoing,  whether or not Buyer is a party thereto;  or 4. resales
         of the Common Stock by Buyer in the manner and as  contemplated by this
         Agreement and the Registration Rights Agreement.

         C. Buyer hereby agrees to indemnify and hold harmless the Company,  its
         Affiliates  and their  respective  officers,  directors,  partners  and
         members (collectively,  the "Company Indemnitees") from and against any
         and all Losses, and agrees to reimburse the Company Indemnitees for all
         out-of-pocket  expenses  (including  the  fees  and  expenses  of legal
         counsel),  in each case promptly as incurred by the Company Indemnitees
         and  to the  extent  arising  out  of or in  connection  with:  1.  any
         misrepresentation,  omission  of  fact  or  breach  of any  of  Buyer's
         representations or warranties  contained in this Agreement or the other
         Documents,  or the annexes,  schedules or exhibits hereto or thereto or
         any instrument,  agreement or certificate  entered into or delivered by
         Buyer  pursuant to this  Agreement  or the other  Documents;  or 2. any
         failure  by  Buyer  to  perform  in  any  material  respect  any of its
         covenants,  agreements,  undertakings  or obligations set forth in this
         Agreement or the other  Documents  or any  instrument,  certificate  or
         agreement entered into or delivered by Buyer pursuant to this Agreement
         or the other Documents.

         D.   Promptly   after   receipt   by  either   party   hereto   seeking
         indemnification pursuant to this Article IX (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  Article  IX is  being  sought  (the
         "Indemnifying  Party") of the commencement thereof, but the omission so
         to  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 or 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,
         out-of-pocket  costs and expenses,  (y) the  Indemnified  Party and the
         Indemnifying Party reasonably shall have concluded that  representation
         of the Indemnified  Party and 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  legal  counsel  for the
         Indemnified  Party  (together  with  appropriate  local  counsel).  The

                                       12
<PAGE>

         Indemnifying  Party shall not, without the prior written consent of the
         Indemnified  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 Indemnified Party
         from all liabilities with respect to such Claim or judgment.

         E.  In  the  event  one  party  hereunder   should  have  a  claim  for
         indemnification  that does not involve a claim or demand being asserted
         by a third party,  the Indemnified  Party promptly shall deliver notice
         of such  claim to the  Indemnifying  Party.  If the  Indemnified  Party
         disputes the claim,  such dispute shall be resolved by mutual agreement
         of the  Indemnified  Party  and the  Indemnifying  Party or by  binding
         arbitration  conducted in accordance  with the  procedures and rules of
         the American Arbitration Association.  Judgment upon any award rendered
         by  any  arbitrators  may be  entered  in any  court  having  competent
         jurisdiction thereof.

X.       GOVERNING LAW

         This Agreement  shall be governed by and interpreted in accordance with
         the laws of the State of California, without regard to the conflicts of
         law principles of such state.

 XI.     SUBMISSION TO JURISDICTION

         Each of the parties hereto  consents to the exclusive  jurisdiction  of
         the federal  courts whose  districts  encompass any part of the City of
         San Diego or the state courts of the State of California sitting in the
         City of San Diego in  connection  with any dispute  arising  under this
         Agreement and the other Documents. Each party hereto hereby irrevocably
         and unconditionally waives, to the fullest extent it may effectively do
         so,  any  defense of an  inconvenient  forum or  improper  venue to the
         maintenance  of such  action or  proceeding  in any such  court and any
         right of jurisdiction on account of its place of residence or domicile.
         Each party  hereto  irrevocably  and  unconditionally  consents  to the
         service of any and all process in any such action or proceeding in such
         courts by the  mailing  of  copies of such  process  by  registered  or
         certified mail (return  receipt  requested),  postage  prepaid,  at its
         address  specified in Article  XVII.  Each party  hereto  agrees that a
         final judgment in any such action or proceeding shall be conclusive and
         may be enforced in other  jurisdictions  by suit on the  judgment or in
         any other manner provided by law.

 XII.    WAIVER OF JURY TRIAL TO THE FULLEST  EXTENT  PERMITTED BY LAW,  EACH OF
         THE PARTIES  HERETO HEREBY  KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY
         WAIVES ITS  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
         ACTION  BASED  UPON OR  ARISING  OUT OF  THIS  AGREEMENT  OR ANY  OTHER
         DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
         THIS  AGREEMENT  AND OTHER  DOCUMENTS.  EACH PARTY HERETO (i) CERTIFIES
         THAT NEITHER OF THEIR RESPECTIVE  REPRESENTATIVES,  AGENTS OR ATTORNEYS
         HAS REPRESENTED,  EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN
         THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii)
         ACKNOWLEDGES  THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
         AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

XIII.    COUNTERPARTS; EXECUTION

         This Agreement may be executed in  counterparts,  each of which when so
         executed  and  delivered  shall  be an  original,  but  both  of  which
         counterparts shall together  constitute one and the same instrument.  A
         facsimile  transmission  of this  signed  Agreement  shall be legal and
         binding on both  parties  hereto.

                                       13
<PAGE>

XIV.     HEADINGS

         The headings of this  Agreement  are for  convenience  of reference and
         shall  not  form  part  of,  or  affect  the  interpretation  of,  this
         Agreement.

XV.      SEVERABILITY

         In the  event  any  one or  more of the  provisions  contained  in this
         Agreement or in the other Documents should be held invalid,  illegal or
         unenforceable in any respect, the validity, legality and enforceability
         of the remaining  provisions  contained  herein or therein shall not in
         any way be affected or impaired thereby.  The parties shall endeavor in
         good-faith   negotiations   to   replace   the   invalid,   illegal  or
         unenforceable provisions with valid provisions,  the economic effect of
         which  comes as close as possible  to that of the  invalid,  illegal or
         unenforceable provisions.

XVI.     ENTIRE AGREEMENT;  REMEDIES,  AMENDMENTS AND WAIVERS

         This  Agreement  and the  Documents  constitute  the  entire  agreement
         between the parties hereto  pertaining to the subject matter hereof and
         supersede  all  prior  agreements,  understandings,   negotiations  and
         discussions,  whether oral or written,  of such parties. No supplement,
         modification  or  waiver  of this  Agreement  shall be  binding  unless
         executed in writing by both parties. No waiver of any of the provisions
         of this Agreement  shall be deemed or shall  constitute a waiver of any
         other provision hereof (whether or not similar),  nor shall such waiver
         constitute a continuing waiver unless otherwise expressly provided.

XVII.    NOTICES

         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:

         A. if to the Company, to:

         Quintek Technologies, Inc.
         17951 Lyons Circle
         Huntington Beach, CA 92647
         Telephone:        714-848-7741
         Facsimile:        714-848-7701


         B. if to Buyer, to:

         Golden Gate Investors,  Inc.
         7817 Herschel Avenue, Suite 200
         La Jolla, California 92037
         Telephone: 858-551-8789
         Facsimile: 858-551-8779

         The Company or Buyer may change the  foregoing  address by notice given
         pursuant to this Article XVII.

                                       14
<PAGE>

XVIII.  CONFIDENTIALITY

         Each of the Company and Buyer  agrees to keep  confidential  and not to
         disclose to or use for the benefit of any third party the terms of this
         Agreement or any other information which at any time is communicated by
         the  other  party as  being  confidential  without  the  prior  written
         approval of the other  party;  provide,  however,  that this  provision
         shall not apply to information  which,  at the time of  disclosure,  is
         already part of the public domain (except by breach of this  Agreement)
         and  information  which is required to be disclosed by law  (including,
         without limitation, pursuant to Item 601(b)(10) of Regulation S-K under
         the Securities Act and the Exchange Act).

XIX.     ASSIGNMENT

         This Agreement shall not be assignable by either of 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.                  Golden Gate Investors, Inc.

By: /s/ Robert Steele                       By: /s/ Travis Huff
    --------------------------------            --------------------------------
Title: Chief Executive Officer              Title: Portfolio Manager


SCHEDULE III.L.
REGISTRATION RIGHTS
Name

                                       15
<PAGE>

Exhibit 10.22a

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT"),  OR THE SECURITIES  LAWS OF ANY STATE,  AND IS
BEING  OFFERED  AND  SOLD  PURSUANT  TO  AN  EXEMPTION  FROM  THE   REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD
OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT OR  PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
5 3/4 % CONVERTIBLE DEBENTURE

Company: Quintek Technologies, Inc.
Company Address:
Closing Date: August 2, 2004
Maturity Date: August 2, 2006
Principal Amount: $300,000
First Payment Due Date: September 15, 2004

Quintek  Technologies,  Inc., a  California  corporation,  and any  successor or
resulting corporation by way of merger,  consolidation,  sale or exchange of all
or  substantially  all of the assets or  otherwise  (the  "Company"),  for value
received,  hereby  promises  to pay to the Holder  (as such term is  hereinafter
defined),  or such other Person (as such term is hereinafter defined) upon order
of the Holder,  on the  Maturity  Date,  the  Principal  Amount (as such term is
hereinafter  defined), as such sum may be adjusted pursuant to Article 3, and to
pay interest thereon from the Closing Date, monthly in arrears,  on the 15th day
of each  month  (each an  "Interest  Payment  Due  Date" and  collectively,  the
"Interest Payment Due Dates"),  commencing on the First Payment Due Date, at the
rate of five and  three-quarter  percent  (5 3/4%)  per  annum  (the  "Debenture
Interest  Rate"),  until the Principal Amount of this Debenture has been paid in
full. All interest  payable on the Principal  Amount of this Debenture  shall be
calculated on the basis of a 360-day year for the actual number of days elapsed.
Payment of interest on this Debenture  shall be in cash or, at the option of the
Holder,  in shares of Common Stock of the Company valued at the then  applicable
Conversion Price (as defined herein).  This Debenture may not be prepaid without
the written consent of the Holder, except as specifically set forth herein.

                                   ARTICLE 1

                                  DEFINITIONS

SECTION 1.1 Definitions.

The terms  defined in this  Article  whenever  used in this  Debenture  have the
following respective meanings:

(i)  "Affiliate"  has the meaning  ascribed to such term in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended.

(ii)  "Bankruptcy  Code" means the United  States  Bankruptcy  Code of 1986,  as
amended (11 U.S.C.  ss.ss. 101 et. seq.).

(iii) "Business Day" means a day other than Saturday, Sunday or any day on which
banks located in the State of California are authorized or obligated to close.

(iv)  "Capital  Shares" means the Common Stock and any other shares of any other
class or series of  capital  stock,  whether  now or  hereafter  authorized  and
however  designated,  which have the right to participate in the distribution of
earnings  and  assets  (upon  dissolution,  liquidation  or  winding-up)  of the
Company.

                                       16
<PAGE>
(v) "Common  Shares" or "Common  Stock"  means  shares of the  Company's  Common
Stock.

(vi)  "Common  Stock  Issued at  Conversion",  when used with  reference  to the
securities  deliverable  upon  conversion  of this  Debenture,  means all Common
Shares now or hereafter  Outstanding and securities of any other class or series
into which this  Debenture  hereafter  shall have been  changed or  substituted,
whether now or hereafter created and however designated.

(vii)  "Conversion"  or  "conversion"  means the repayment by the Company of the
Principal  Amount of this  Debenture  (and,  to the extent the Holder  elects as
permitted by Section 3.1,  accrued and unpaid interest  thereon) by the delivery
of  Common  Stock  on  the  terms   provided  in  Section  3.2,  and  "convert,"
"converted," "convertible" and like words shall have a corresponding meaning.

(viii)  "Conversion  Date"  means  any day on which  all or any  portion  of the
Principal  Amount  of  this  Debenture  is  converted  in  accordance  with  the
provisions hereof.

(ix) "Conversion  Notice" means a written notice of conversion  substantially in
the form annexed hereto as Exhibit A.

(x) "Conversion  Price" on any date of determination  means the applicable price
for the conversion of this Debenture into Common Shares on such day as set forth
in Section  3.1(a).

(xi) "Current Market Price" on any date of determination means the closing price
of a Common Share on such day as reported on the NASDAQ OTCBB Exchange; provided
that, if such security is not listed or admitted to trading on the NASDAQ OTCBB,
as reported on the principal  national  security exchange or quotation system on
which such  security  is quoted or listed or  admitted  to  trading,  or, if not
quoted or listed or admitted to trading on any national  securities  exchange or
quotation system, the closing bid price of such security on the over-the-counter
market on the day in question as reported by Bloomberg LP or a similar generally
accepted reporting service, as the case may be.

(xii) "Deadline" means the date that is the 120th day from the Closing Date.

(xiii)  "Debenture"  or  "Debentures"  means this  Convertible  Debenture of the
Company or such other convertible debenture(s) exchanged therefor as provided in
Section 2.1.

(xiv) "Discount Multiplier" has the meaning set forth in Section 3.1(a).

(xv) "Event of Default" has the meaning set forth in Section 6.1.

(xvi) "Holder" means Golden Gate Investors,  Inc., any successor thereto, or any
Person to whom this Debenture is subsequently transferred in accordance with the
provisions hereof.

(xvii)  "Interest  Payment  Due Date" has the  meaning  set forth in the opening
paragraph of this Debenture.

(xviii)  "Market  Disruption  Event"  means any event that results in a material
suspension or limitation of trading of the Common Shares.

(xix)  "Market  Price" per  Common  Share  means the lowest  price of the Common
Shares during any Trading Day as reported on the NASDAQ OTCBB; provided that, if
such  security  is not listed or  admitted  to trading on the NASDAQ  OTCBB,  as
reported on the  principal  national  security  exchange or quotation  system on
which such  security  is quoted or listed or  admitted  to  trading,  or, if not
quoted or listed or admitted to trading on any national  securities  exchange or
quotation  system,  the lowest price of the Common Shares during any Trading Day
on  the  over-the-counter  market  as  reported  by  Bloomberg  LP or a  similar
generally accepted reporting service, as the case may be.
                                       17
<PAGE>

(xx) "Maximum Rate" has the meaning set forth in Section 6.4.

(xxi)  "Outstanding" when used with reference to Common Shares or Capital Shares
(collectively,  "Shares")  means, on any date of  determination,  all issued and
outstanding  Shares,  and  includes  all such  Shares  issuable  in  respect  of
outstanding scrip or any certificates  representing fractional interests in such
Shares; provided,  however, that any such Shares directly or indirectly owned or
held by or for the account of the Company or any Subsidiary of the Company shall
not be deemed "Outstanding" for purposes hereof.

(xxii)  "Person"  means  an  individual,  a  corporation,   a  partnership,   an
association,   a  limited  liability   company,   an   unincorporated   business
organization,  a trust or other entity or  organization,  and any  government or
political subdivision or any agency or instrumentality thereof.

(xxiii) "Principal Amount" means, for any date of calculation, the principal sum
set forth in the first  paragraph  of this  Debenture  (but only such  principal
amount  as to  which  the  Holder  has (a)  actually  advanced  pursuant  to the
Securities  Purchase Agreement,  and (b) not theretofore  furnished a Conversion
Notice in compliance with Section 3.2).

(xxiv)  "Registration  Rights Agreement" means that certain  Registration Rights
Agreement  of even date  herewith by and between the Company and Holder,  as the
same may be amended from time to time.

(xxv) "SEC" means the United States Securities and Exchange Commission.

(xxvi)  "Securities  Act" means the Securities Act of 1933, as amended,  and the
rules  and  regulations  of the SEC  thereunder,  all as in  effect at the time.

(xxvii)  "Securities  Purchase Agreement" means that certain Securities Purchase
Agreement of even date herewith by and among the Company and Holder, as the same
may be  amended  from time to time.

(xxviii)  "Subsidiary"  means any entity of which  securities or other ownership
interests  having  ordinary  voting  power to elect a  majority  of the board of
directors or other persons  performing  similar  functions are owned directly or
indirectly by the Company.

(xxix)  "Trading  Day"  means  any day on  which  (i)  purchases  and  sales  of
securities on the principal  national  security  exchange or quotation system on
which the Common  Shares are traded are reported  thereon,  or, if not quoted or
listed or admitted to trading on any national  securities  exchange or quotation
system,  as reported by Bloomberg LP or a similar generally  accepted  reporting
service,  as the case may be,  (ii) at least one bid for the  trading  of Common
Shares is reported and (iii) no Market Disruption Event occurs.

All  references  to "cash" or "$" herein means  currency of the United States of
America.

                                   ARTICLE 2

                       EXCHANGES, TRANSFER AND REPAYMENT

SECTION 2.1  Registration  of  Transfer  of  Debentures.

This  Debenture,  when  presented  for  registration  of transfer,  shall (if so
required  by the  Company)  be duly  endorsed,  or be  accompanied  by a written
instrument  of  transfer in form  reasonably  satisfactory  to the Company  duly
executed, by the Holder duly authorized in writing.

                                       18
<PAGE>

SECTION 2.2 Loss, Theft,  Destruction of Debenture.

Upon  receipt  of  evidence  satisfactory  to the  Company  of the loss,  theft,
destruction  or mutilation of this  Debenture and, in the case of any such loss,
theft  or  destruction,   upon  receipt  of  indemnity  or  security  reasonably
satisfactory  to the  Company,  or,  in the  case of any such  mutilation,  upon
surrender and cancellation of this Debenture,  the Company shall make, issue and
deliver, in lieu of such lost, stolen,  destroyed or mutilated Debenture,  a new
Debenture of like tenor and unpaid  Principal Amount dated as of the date hereof
(which shall accrue interest from the most recent  Interest  Payment Due Date on
which an interest  payment was made in full).  This Debenture  shall be held and
owned upon the express  condition  that the  provisions  of this Section 2.2 are
exclusive  with respect to the  replacement of a mutilated,  destroyed,  lost or
stolen  Debenture  and shall  preclude  any and all other  rights  and  remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the  replacement of negotiable  instruments or other  securities
without the  surrender  thereof.

SECTION  2.3 Who Deemed  Absolute  Owner.

The Company may deem the Person in whose name this Debenture shall be registered
upon the registry  books of the Company to be, and may treat it as, the absolute
owner of this Debenture (whether or not this Debenture shall be overdue) for the
purpose of receiving  payment of or on account of the  Principal  Amount of this
Debenture,  for the conversion of this Debenture and for all other purposes, and
the  Company  shall not be  affected  by any  notice to the  contrary.  All such
payments  and such  conversions  shall be valid and  effectual  to  satisfy  and
discharge the liability  upon this Debenture to the extent of the sum or sums so
paid or the  conversion  or  conversions  so  made.

SECTION 2.4 Repayment at Maturity.

At the  Maturity  Date,  the  Company  shall  repay  the  outstanding
Principal  Amount of this Debenture in whole in cash,  together with all accrued
and unpaid interest thereon, in cash, to the Maturity Date.

SECTION 2.5 Optional Redemption.

For a period of 3 months following the Closing Date, the Company may redeem this
Debenture  in whole in cash for 150% of the  outstanding  Principal  Amount plus
accrued and unpaid interest.

                                    ARTICLE 3

                            CONVERSION OF DEBENTURE

SECTION 3.1 Conversion; Conversion Price; Valuation Event.

         (a) At the  option of the  Holder,  this  Debenture  may be  converted,
         either in whole or in part, up to the full Principal  Amount hereof (in
         increments   of  $1,000  in  Principal   Amount)  into  Common   Shares
         (calculated  as to each such  conversion  to the  nearest  1/100th of a
         share),  at any time and from time to time on any Business Day, subject
         to  compliance   with  Section  3.2.  The  Warrant  must  be  exercised
         concurrently  with the  conversion of this Debenture in an amount equal
         to ten times the dollar amount of the Debenture conversion.  The number
         of Common Shares into which this Debenture may be converted is equal to
         the  dollar  amount of the  Debenture  being  converted  multiplied  by
         eleven,  minus the product of the  Conversion  Price  multiplied by ten
         times the  dollar  amount of the  Debenture  being  converted,  and the
         entire  foregoing  result shall be divided by the Conversion  Price. In
         addition,  the Company shall pay to the Holder on the Conversion  Date,


                                       19
<PAGE>

         in cash,  any  accrued  and  unpaid  interest  on the  Debenture  being
         converted not included at the option of the Holder in clause (i) of the
         immediately  preceding sentence.  The "Conversion Price" shall be equal
         to the lesser of (i) $0.50,  or (ii) 80% of the average of the 5 lowest
         Volume  Weighted  Average  Prices  during the 20 Trading  Days prior to
         Holder's  election  to  convert,  or (iii) 80% of the  Volume  Weighted
         Average Price on the Trading Day prior to Holder's  election to convert
         (the percentage figure being a "Discount  Multiplier");  provided, that
         in the event the Registration Statement has not been declared effective
         by the SEC by the  Deadline  then the  applicable  Discount  Multiplier
         shall  decrease  by three  percentage  points for each month or partial
         month occurring after the Deadline that the  Registration  Statement is
         not effective or, if the  Registration  Statement has theretofore  been
         declared effective but is not thereafter effective, then the applicable
         Discount  Multiplier shall decrease by three percentage points for each
         week or partial week occurring after the Deadline that the Registration
         Statement is not effective.  Beginning in the first full calendar month
         after the Registration  Statement is declared  effective,  Holder shall
         convert at least 5%, but no more than 15% (such 15%  maximum  amount to
         be cumulative  from the  Deadline),  of the face value of the Debenture
         per calendar month into Common Shares of the Company, provided that the
         Common Shares are  available,  registered and freely  tradable.  Holder
         must exercise the Warrant  concurrently  with such  conversions,  in an
         amount  equal to ten times the  dollar  amount of the  Debenture  being
         converted.  If Holder  converts  more than 5% of the face  value of the
         Debenture in any calendar  month,  the excess over 5% shall be credited
         against the next month's  minimum  conversion  amount.  The 15% monthly
         maximum  amount shall not be applicable if the Current  Market Price of
         the Common Stock at anytime during the applicable  month is higher than
         the Current  Market Price of the Common Stock on the Closing  Date.  In
         the event  Holder does not convert at least 5% of the  Debenture in any
         particular  calendar  month,  Holder  shall not be  entitled to collect
         interest on the  Debenture  for that month if the Company  gives Holder
         written notice, at least 5 business days prior to the end of the month,
         of Holder's  failure to convert the  minimum  required  amount for that
         month.  If the Holder elects to convert a portion of the Debenture and,
         on the day that the election is made, the Volume Weighted Average Price
         is below $0.10, the Company shall have the right to prepay that portion
         of the Debenture that Holder  elected to convert,  plus any accrued and
         unpaid interest,  at 125% of such amount. In the event that the Company
         elects to prepay that portion of the  Debenture,  Holder shall have the
         right to withdraw  its  Conversion  Notice.  If, at anytime  during the
         month, the Volume Weighted  Average Price is below $0.10,  Holder shall
         not be  obligated to convert any portion of the  Debenture  during that
         month. In any calendar  month,  the Holder shall only have the right to
         submit  conversions  for no  more  than  5% of the  face  value  of the
         Debenture on any day that the Volume  Weighted  Average  Price is below
         $0.10. At the Company's  option,  Holder shall not be allowed to submit
         Debenture conversions or Warrant exercises for a period of 10 days from
         the date of receipt of written notice from the Company to the Holder to
         that effect.  The Company shall only be allowed to exercise this option
         a maximum of 3 times during the term of the  Debenture and a maximum of
         2 times in any 30 day period.  Holder  shall not be required to convert
         any minimum amount of the Debenture, nor exercise any minimum amount of
         Warrants, in any month that the Company exercises this option.

         (b)  Notwithstanding the provisions of Section 3.1(a), in the event the
         Company's Registration Statement has not been declared effective by the
         Deadline  or,  if  the  Registration  Statement  has  theretofore  been
         declared effective but is not thereafter effective,  the following will
         also  apply in  addition  to any  damages  incurred  by the Holder as a
         result thereof:

                                       20
<PAGE>

                  (i) The Holder may demand  repayment  of one hundred and fifty
                  percent  (150%)  of the  Principal  Amount  of the  Debenture,
                  together  with all accrued  and unpaid  interest  thereon,  in
                  cash,  at  any  time  prior  to  the  Company's   Registration
                  Statement  being  declared  effective by the SEC or during the
                  period  that  the  Company's  Registration  Statement  is  not
                  effective, such repayment to be made within three (3) business
                  days of such  demand.  In the event that the  Debenture  is so
                  accelerated,  in addition to the  repayment of one hundred and
                  fifty  percent  (150%) of the Principal  Amount  together with
                  accrued interest as aforesaid,  the Company shall  immediately
                  issue and pay, as the case may be, to the Holder 50,000 Shares
                  of Common  Stock and  $15,000 for each thirty (30) day period,
                  or  portion  thereof,   during  which  the  Principal  Amount,
                  including interest thereon,  remains unpaid,  with the monthly
                  payment amount to increase to $20,000 for each thirty (30) day
                  period,  or portion  thereof,  after the first ninety (90) day
                  period;

                  (ii) If the Holder does not elect to accelerate the Debenture,
                  the Company  shall  immediately  issue or pay, as the case may
                  be, to Holder  50,000  Shares of Common  Stock and $15,000 for
                  each  thirty  (30) day period,  or portion  thereof,  that the
                  Registration  Statement  is not  effective,  with the  monthly
                  payment amount to increase to $20,000 for each thirty (30) day
                  period,  or portion  thereof,  after the first ninety (90) day
                  period.   (iii)  If  the  SEC  indicates  that  the  Company's
                  Registration Statement will be declared effective upon request
                  by the Company,  and the Company  does not,  within 3 business
                  days of the SEC  indication,  request  that  the  Registration
                  Statement   become   effective,   the  amounts  set  forth  in
                  subsections (ii) and (iii) above shall double.

SECTION 3.2 Exercise of Conversion Privilege.

         (a)  Conversion of this  Debenture may be exercised on any Business Day
         by the Holder by  telecopying  an  executed  and  completed  Conversion
         Notice to the Company. In addition,  Holder shall e-mail the Conversion
         Notice to ahaag@quintek.com and rsteele@quintek.com. Each date on which
         a Conversion Notice is telecopied to the Company in accordance with the
         provisions of this Section 3.2 shall  constitute a Conversion Date. The
         Company shall convert this  Debenture and issue the Common Stock Issued
         at Conversion in the manner provided below in this Section 3.2, and all
         voting and other rights associated with the beneficial ownership of the
         Common Stock Issued at Conversion shall vest with the Holder, effective
         as of the  Conversion  Date at the  time  specified  in the  Conversion
         Notice.  The Conversion Notice also shall state the name or names (with
         addresses)  of the  persons who are to become the holders of the Common
         Stock Issued at  Conversion  in  connection  with such  conversion.  As
         promptly as practicable  after the receipt of the Conversion  Notice as
         aforesaid, but in any event not more than three (3) Business Days after
         the Company's receipt of such Conversion  Notice, the Company shall (i)
         issue the Common  Stock Issued at  Conversion  in  accordance  with the
         provisions  of this  Article 3 and (ii) cause to be mailed for delivery
         by  overnight  courier,  or if a  Registration  Statement  covering the
         Common  Stock  has  been  declared  effective  by the SEC  cause  to be
         electronically   transferred,   to   Holder   (x)  a   certificate   or
         certificate(s)  representing  the number of Common  Shares to which the
         Holder is entitled by virtue of such conversion,  (y) cash, as provided
         in  Section  3.3,  in  respect  of  any  fraction  of  a  Common  Share
         deliverable  upon  such  conversion  and (z) cash or  shares  of Common


                                       21
<PAGE>

         Stock,  as  applicable,  representing  the amount of accrued and unpaid
         interest on this Debenture as of the Conversion  Date.  Such conversion
         shall  be  deemed  to have  been  effected  at the  time at  which  the
         Conversion Notice indicates,  and at such time the rights of the Holder
         of this  Debenture,  as such  (except  if and to the  extent  that  any
         Principal  Amount  thereof  remains  unconverted),  shall cease and the
         Person and  Persons in whose name or names the Common  Stock  Issued at
         Conversion  shall be issuable shall be deemed to have become the holder
         or holders of record of the Common Shares represented  thereby, and all
         voting and other rights  associated  with the  beneficial  ownership of
         such Common Shares shall at such time vest with such Person or Persons.
         The Conversion  Notice shall  constitute a contract  between the Holder
         and the Company,  whereby the Holder  shall be deemed to subscribe  for
         the number of Common  Shares  which it will be entitled to receive upon
         such conversion and, in payment and  satisfaction of such  subscription
         (and  for any cash  adjustment  to which  it is  entitled  pursuant  to
         Section  3.4), to surrender  this  Debenture and to release the Company
         from  all  liability  thereon  (except  if and to the  extent  that any
         Principal  Amount  thereof  remains   unconverted).   No  cash  payment
         aggregating  less  than  $1.00  shall be  required  to be given  unless
         specifically requested by the Holder.

         (b) If, at any time after the date of this  Debenture,  (i) the Company
         challenges, disputes or denies the right of the Holder hereof to effect
         the  conversion  of this  Debenture  into  Common  Shares or  otherwise
         dishonors or rejects any Conversion Notice delivered in accordance with
         this  Section 3.2 or (ii) any third party who is not and has never been
         an Affiliate of the Holder commences any lawsuit or legal proceeding or
         otherwise  asserts any claim before any court or public or governmental
         authority which seeks to challenge,  deny, enjoin, limit, modify, delay
         or dispute the right of the Holder  hereof to effect the  conversion of
         this  Debenture  into  Common  Shares,  then the Holder  shall have the
         right,  but not the  obligation,  by written notice to the Company,  to
         require the Company to promptly  redeem this  Debenture for cash at one
         hundred and fifty (150%) of the Principal Amount thereof, together with
         all  accrued  and unpaid  interest  thereon to the date of  redemption.
         Under any of the  circumstances  set forth above,  the Company shall be
         responsible  for the  payment of all costs and  expenses of the Holder,
         including  reasonable legal fees and expenses,  as and when incurred in
         defending  itself in any such action or pursuing  its rights  hereunder
         (in addition to any other rights of the Holder).

         (c) The Holder shall be entitled to exercise its  conversion  privilege
         notwithstanding the commencement of any case under the Bankruptcy Code.
         In the event the Company is a debtor  under the  Bankruptcy  Code,  the
         Company  hereby  waives to the fullest  extent  permitted any rights to
         relief it may have under 11 U.S.C.  ss. 362 in respect of the  Holder's
         conversion  privilege.  The Company hereby waives to the fullest extent
         permitted  any rights to relief it may have under 11 U.S.C.  ss. 362 in
         respect  of the  conversion  of this  Debenture.  The  Company  agrees,
         without  cost or expense to the  Holder,  to take or consent to any and
         all action  necessary to  effectuate  relief  under 11 U.S.C.  ss. 362.
         SECTION 3.3  Fractional  Shares.  No fractional  Common Shares or scrip
         representing   fractional   Common  Shares  shall  be  delivered   upon
         conversion of this Debenture.  Instead of any fractional  Common Shares
         which  otherwise  would be delivered upon conversion of this Debenture,
         the Company shall pay a cash  adjustment in respect of such fraction in
         an amount equal to the same fraction  multiplied by the Current  Market
         Price on the Conversion  Date. No cash payment of less than $1.00 shall
         be required to be given unless specifically requested by the Holder.

                                       22
<PAGE>

SECTION  3.4  Adjustments.

The Conversion  Price and the number of shares  deliverable  upon  conversion of
this  Debenture  are subject to  adjustment  from time to time as  follows:

         (i)  Reclassification,  Etc. In case the Company shall  reorganize  its
         capital,  reclassify  its capital  stock,  consolidate or merge with or
         into  another  Person  (where the Company is not the  survivor or where
         there is a change in or  distribution  with respect to the Common Stock
         of the Company),  sell, convey, transfer or otherwise dispose of all or
         substantially  all its property,  assets or business to another Person,
         or effectuate a transaction or series of related  transactions in which
         more than fifty  percent  (50%) of the voting  power of the  Company is
         disposed of (each, a "Fundamental  Corporate  Change") and, pursuant to
         the terms of such Fundamental  Corporate Change, shares of common stock
         of the successor or acquiring corporation, or any cash, shares of stock
         or other  securities  or property of any nature  whatsoever  (including
         warrants or other subscription or purchase rights) in addition to or in
         lieu of common stock of the successor or acquiring  corporation ("Other
         Property")  are to be  received  by or  distributed  to the  holders of
         Common Stock of the Company,  then the Holder of this  Debenture  shall
         have the right  thereafter,  at its sole  option,  to (x)  require  the
         Company  to  prepay  this   Debenture  for  cash  at  one  hundred  and
         twenty-five  percent (125%) of the Principal  Amount thereof,  together
         with all accrued and unpaid interest thereon to the date of prepayment,
         (y) receive the number of shares of common  stock of the  successor  or
         acquiring  corporation  or of  the  Company,  if it  is  the  surviving
         corporation, and Other Property as is receivable upon or as a result of
         such  Fundamental  Corporate Change by a holder of the number of shares
         of Common Stock into which the  outstanding  portion of this  Debenture
         may be converted at the Conversion Price applicable  immediately  prior
         to such  Fundamental  Corporate  Change or (z) require the Company,  or
         such successor,  resulting or purchasing  corporation,  as the case may
         be, to,  without  benefit  of any  additional  consideration  therefor,
         execute  and  deliver  to  the  Holder  a  debenture  with  substantial
         identical rights, privileges,  powers,  restrictions and other terms as
         this Debenture in an amount equal to the amount  outstanding under this
         Debenture  immediately prior to such Fundamental  Corporate Change. For
         purposes   hereof,   "common   stock  of  the  successor  or  acquiring
         corporation" shall include stock of such corporation of any class which
         is not  preferred  as to  dividends  or assets  over any other class of
         stock of such  corporation  and which is not subject to prepayment  and
         shall also include any  evidences of  indebtedness,  shares of stock or
         other  securities  which are convertible  into or exchangeable  for any
         such stock,  either immediately or upon the arrival of a specified date
         or the happening of a specified  event and any warrants or other rights
         to subscribe for or purchase any such stock.  The foregoing  provisions
         shall similarly apply to successive Fundamental Corporate Changes.

SECTION  3.5  Certain  Conversion Limits.

Notwithstanding  anything herein to the contrary,  if and to the extent that, on
any date,  the  holding  by the  Holder of this  Debenture  would  result in the
Holder's  being  deemed  the  beneficial  owner of more  than  9.99% of the then
Outstanding  shares of Common  Stock,  then the Holder shall not have the right,
and the Company  shall not have the  obligation,  to convert any portion of this


                                       23
<PAGE>

Debenture as shall cause such Holder to be deemed the  beneficial  owner of more
than  9.99% of the then  Outstanding  shares  of Common  Stock.  If any court of
competent   jurisdiction  shall  determine  that  the  foregoing  limitation  is
ineffective to prevent a Holder from being deemed the  beneficial  owner of more
than 9.99% of the then  Outstanding  shares of Common  Stock,  then the  Company
shall prepay such portion of this Debenture as shall cause such Holder not to be
deemed the beneficial owner of more than 9.99% of the then Outstanding shares of
Common Stock. Upon such determination by a court of competent jurisdiction,  the
Holder shall have no interest in or rights under such portion of the  Debenture.
Any and all interest paid on or prior to the date of such determination shall be
deemed  interest paid on the  remaining  portion of this  Debenture  held by the
Holder.  Such prepayment  shall be for cash at a prepayment price of one hundred
and twenty-five  percent (125%) of the Principal  Amount thereof,  together with
all accrued and unpaid interest  thereon to the date of prepayment.

SECTION 3.6 Surrender of Debentures.

Upon any redemption of this  Debenture  pursuant to Sections 3.2, 3.5 or 6.2, or
upon  maturity  pursuant to Section 2.4,  the Holder  shall either  deliver this
Debenture by hand to the Company at its principal executive offices or surrender
the same to the  Company at such  address  by  nationally  recognized  overnight
courier. Payment of the redemption price or the amount due on maturity specified
in Section 2.4,  shall be made by the Company to the Holder  against  receipt of
this Debenture (as provided in this Section 3.5) by wire transfer of immediately
available funds to such account(s) as the Holder shall specify by written notice
to the Company.  If payment of such redemption  price is not made in full by the
redemption  date,  or the  amount  due on  maturity  is not  paid in full by the
Maturity  Date,  the Holder shall again have the right to convert this Debenture
as  provided  in Article 3 hereof or to declare an Event of  Default.

                                    ARTICLE 4

                        STATUS; RESTRICTIONS ON TRANSFER

SECTION 4.1 Status of Debenture.

This Debenture constitutes a legal, valid and binding obligation of the Company,
enforceable  in accordance  with its terms  subject,  as to  enforceability,  to
general  principles  of equity  and to  principles  of  bankruptcy,  insolvency,
reorganization  and other similar laws of general  applicability  relating to or
affecting creditors' rights and remedies generally.

SECTION 4.2 Restrictions on Transfer.

This Debenture,  and any Common Shares  deliverable upon the conversion  hereof,
have not been registered  under the Securities Act. The Holder by accepting this
Debenture  agrees  that this  Debenture  and the  shares  of Common  Stock to be
acquired  as  interest  on and  upon  conversion  of this  Debenture  may not be
assigned or otherwise  transferred unless and until (i) the Company has received
the opinion of counsel for the Holder that this  Debenture or such shares may be
sold pursuant to an exemption from registration under the Securities Act or (ii)
a  registration  statement  relating to this  Debenture  or such shares has been
filed by the Company and declared  effective by the SEC.  Each  certificate  for
shares of Common  Stock  deliverable  hereunder  shall  bear a legend as follows
unless  and  until  such  securities  have been sold  pursuant  to an  effective
registration  statement under the Securities Act:

                                       24
<PAGE>

"The securities  represented by this  certificate have not been registered under
the Securities Act of 1933, as amended (the  "Securities  Act").  The securities
may not be offered for sale, sold or otherwise  transferred  except (i) pursuant
to an effective registration statement under the Securities Act or (ii) pursuant
to an exemption from  registration  under the Securities Act in respect of which
the issuer of this  certificate has received an opinion of counsel  satisfactory
to the  issuer of this  certificate  to such  effect.  Copies  of the  agreement
covering both the purchase of the securities and  restrictions on their transfer
may be  obtained at no cost by written  request  made by the holder of record of
this  certificate  to the  Secretary  of the issuer of this  certificate  at the
principal executive offices of the issuer of this certificate."

                                   ARTICLE 5

                                   COVENANTS

SECTION 5.1 Conversion.

The Company  shall cause the transfer  agent,  not later than three (3) Business
Days after the Company's receipt of a Conversion Notice, to issue and deliver to
the Holder the  requisite  shares of Common  Stock  Issued at  Conversion.  Such
delivery shall be by electronic  transfer if a Registration  Statement  covering
the Common Stock has been declared  effective by the SEC.

SECTION 5.2 Notice of Default.

If any one or more events occur which constitute or which, with notice, lapse of
time, or both, would constitute an Event of Default, the Company shall forthwith
give  notice to the  Holder,  specifying  the  nature and status of the Event of
Default or such other event(s), as the case may be.

SECTION 5.3 Payment of Obligations.

So long as this Debenture shall be outstanding,  the Company shall pay,  extend,
or discharge at or before maturity,  all its respective material obligations and
liabilities,  including,  without limitation, tax liabilities,  except where the
same may be contested in good faith by appropriate proceedings.

SECTION 5.4 Compliance with Laws.

So long as this Debenture  shall be  outstanding,  the Company shall comply with
all  applicable  laws,  ordinances,   rules,  regulations  and  requirements  of
governmental  authorities,  except for such noncompliance which would not have a
material  adverse  effect  on the  business,  properties,  prospects,  condition
(financial  or  otherwise)  or  results of  operations  of the  Company  and the
Subsidiaries.

SECTION 5.5 Inspection of Property, Books and Records.

So long as this Debenture  shall be  outstanding,  the Company shall keep proper
books of record and account in which full,  true and  correct  entries  shall be
made of all material  dealings and  transactions in relation to its business and
activities  and shall  permit  representatives  of the  Holder  at the  Holder's
expense to visit and inspect any of its  respective  properties,  to examine and
make  abstracts  from any of its  respective  books and records,  not reasonably
deemed  confidential  by the  Company,  and to discuss its  respective  affairs,
finances and  accounts  with its  respective  officers  and  independent  public
accountants,  all at such  reasonable  times and as often as may  reasonably  be
desired.

                                       25
<PAGE>

                                   ARTICLE 6

                           EVENTS OF DEFAULT; REMEDIES

SECTION 6.1 Events of Default.

"Event of Default"  wherever used herein means any one of the following  events:

         (i) the  Company  shall  default  in the  payment  of  principal  of or
         interest  on this  Debenture  as and  when  the  same  shall be due and
         payable and, in the case of an interest payment  default,  such default
         shall  continue for five (5) Business Days after the date such interest
         payment was due,  or the  Company  shall fail to perform or observe any
         other covenant,  agreement, term, provision,  undertaking or commitment
         under  this  Debenture,  the  Conversion  Warrants  (as  defined in the
         Securities  Purchase  Agreement),  the Securities Purchase Agreement or
         the Registration Rights Agreement and such default shall continue for a
         period of ten (10)  Business  Days after the delivery to the Company of
         written notice that the Company is in default hereunder or thereunder;

         (ii)  any of the  representations  or  warranties  made by the  Company
         herein, in the Securities Purchase  Agreement,  the Registration Rights
         Agreement  or  in  any   certificate  or  financial  or  other  written
         statements  heretofore  or  hereafter  furnished by or on behalf of the
         Company  in  connection   with  the  execution  and  delivery  of  this
         Debenture,  the  Warrants,  the  Securities  Purchase  Agreement or the
         Registration  Rights  Agreement  shall  be  false  or  misleading  in a
         material respect on the Closing Date;

         (iii)  under the laws of any  jurisdiction  not  otherwise  covered  by
         clauses (iv) and (v) below,  the Company or any  Subsidiary (A) becomes
         insolvent  or  generally  not able to pay its debts as they become due,
         (B) admits in writing its inability to pay its debts generally or makes
         a general  assignment  for the benefit of creditors,  (C) institutes or
         has instituted against it any proceeding seeking (x) to adjudicate it a
         bankrupt or insolvent,  (y)  liquidation,  winding-up,  reorganization,
         arrangement, adjustment, protection, relief or composition of it or its
         debts under any law relating to bankruptcy, insolvency,  reorganization
         or relief of debtors including any plan of compromise or arrangement or
         other corporate  proceeding involving or affecting its creditors or (z)
         the entry of an order  for  relief or the  appointment  of a  receiver,
         trustee or other similar person for it or for any  substantial  part of
         its  properties  and  assets,  and in the  case  of any  such  official
         proceeding instituted against it (but not instituted by it), either the
         proceeding  remains  undismissed or unstayed for a period of sixty (60)
         calendar  days,  or  any of  the  actions  sought  in  such  proceeding
         (including  the  entry  of an  order  for  relief  against  it  or  the
         appointment of a receiver, trustee, custodian or other similar official
         for it or for any substantial part of its properties and assets) occurs
         or (D)  takes  any  corporate  action  to  authorize  any of the  above
         actions;

         (iv) the entry of a decree or order by a court having  jurisdiction  in
         the  premises  adjudging  the Company or any  Subsidiary  a bankrupt or
         insolvent,   or  approving  as  properly   filed  a  petition   seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the  Company  under  the  Bankruptcy  Code or any  other  applicable
         Federal or state law, or appointing a receiver,  liquidator,  assignee,
         trustee or sequestrator  (or other similar  official) of the Company or
         of any substantial part of its property,  or ordering the winding-up or
         liquidation of its affairs,  and any such decree or order continues and
         is unstayed and in effect for a period of sixty (60) calendar days;

                                       26
<PAGE>

         (v) the  institution by the Company or any Subsidiary of proceedings to
         be  adjudicated  a bankrupt or  insolvent,  or the consent by it to the
         institution of bankruptcy or insolvency  proceedings against it, or the
         filing by it of a petition or answer or consent seeking  reorganization
         or relief under the Bankruptcy Code or any other applicable  federal or
         state law, or the  consent by it to the filing of any such  petition or
         to the  appointment  of a receiver,  liquidator,  assignee,  trustee or
         sequestrator  (or other  similar  official)  of the  Company  or of any
         substantial part of its property,  or the making by it of an assignment
         for the benefit of creditors,  or the admission by it in writing of its
         inability  to pay its debts  generally  as and when they become due, or
         the taking of  corporate  action by the Company in  furtherance  of any
         such action;

         (vi) a final judgment or final judgments for the payment of money shall
         have been  entered  by any court or  courts of  competent  jurisdiction
         against the Company and remains undischarged for a period (during which
         execution  shall be effectively  stayed) of thirty (30) days,  provided
         that the aggregate amount of all such judgments at any time outstanding
         (to the  extent  not  paid or to be paid,  as  evidenced  by a  written
         communication to that effect from the applicable insurer, by insurance)
         exceeds One Hundred Thousand Dollars ($100,000);

         (vii) it becomes unlawful for the Company to perform or comply with its
         obligations  under  this  Debenture,   the  Conversion   Warrant,   the
         Securities  Purchase Agreement or the Registration  Rights Agreement in
         any respect;

         (viii) the Common  Shares shall be delisted  from the NASDAQ OTCBB (the
         "Trading Market" or, to the extent the Company becomes eligible to list
         its Common Stock on any other national  security  exchange or quotation
         system, upon official notice of listing on any such exchange or system,
         as the case may be, it shall be the "Trading Market") or suspended from
         trading on the Trading Market, and shall not be reinstated, relisted or
         such suspension lifted, as the case may be, within ten (10) days or;

         (ix) the Company shall default  (giving effect to any applicable  grace
         period) in the  payment of  principal  or interest as and when the same
         shall become due and payable,  under any indebtedness,  individually or
         in the aggregate, of more than One Hundred Thousand Dollars ($100,000);

SECTION 6.2 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default occurs and is continuing, then and in every such case the
Holder  may,  by a notice in writing to the  Company,  rescind  any  outstanding
Conversion  Notice and declare that all amounts  owing or otherwise  outstanding
under  this  Debenture  are  immediately  due and  payable  and  upon  any  such
declaration this Debenture shall become immediately due and payable in cash at a
price of one hundred and fifty percent (150%) of the Principal  Amount  thereof,
together  with all accrued and unpaid  interest  thereon to the date of payment;
provided,  however,  in the case of any Event of  Default  described  in clauses
(iii), (iv), (v) or (vii) of Section 6.1, such amount automatically shall become
immediately  due and payable  without the necessity of any notice or declaration
as aforesaid.

SECTION 6.3 Late Payment Penalty.

If any portion of the  principal of or interest on this  Debenture  shall not be
paid within ten (10) days of when it is due, the Discount  Multiplier under this
Debenture,  and under all warrants  granted by the Company to the Holder,  shall
decrease by one percentage  point (1%) for all conversions of this Debenture and
warrant exercises thereafter.

                                       27
<PAGE>

SECTION 6.4 Maximum Interest Rate.

Notwithstanding  anything herein to the contrary,  if at any time the applicable
interest rate as provided for herein shall exceed the maximum  lawful rate which
may be contracted  for,  charged,  taken or received by the Holder in accordance
with any applicable law (the "Maximum Rate"), the rate of interest applicable to
this  Debenture  shall be limited to the Maximum  Rate.  To the greatest  extent
permitted  under  applicable  law, the Company  hereby  waives and agrees not to
allege or claim that any provisions of this Note could give rise to or result in
any actual or potential violation of any applicable usury laws.

SECTION 6.5 Remedies Not Waived.

No  course  of  dealing  between  the  Company  and the  Holder  or any delay in
exercising any rights hereunder shall operate as a waiver by the Holder.

SECTION 6.6 Remedies.

The Company  acknowledges that a breach by it of its obligations  hereunder will
cause irreparable harm to the Holder, by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly,  the Company acknowledges that the
remedy at law for a breach  of its  obligations  under  this  Debenture  will be
inadequate  and  agrees,  in the event of a breach or  threatened  breach by the
Company of the provisions of this  Debenture,  that the Holder shall be entitled
to all other  available  remedies  at law or in equity,  and in  addition to the
penalties  assessable  herein,  to an  injunction  or  injunctions  restraining,
preventing or curing any breach of this  Debenture  and to enforce  specifically
the terms and provisions thereof, without the necessity of showing economic loss
and without any bond or other security being required.

SECTION 6.7 Payment of Certain Amounts.

Whenever  pursuant to this Debenture the Company is required to pay an amount in
excess of the Principal Amount plus accrued and unpaid interest, the Company and
the Holder agree that the actual  damages to the Holder from the receipt of cash
payment on this  Debenture may be difficult to determine and the amount to be so
paid by the  Company  represents  stipulated  damages  and not a penalty  and is
intended to compensate the Holder in part for loss of the opportunity to convert
this  Debenture  and to earn a return  from the sale of shares  of Common  Stock
acquired upon  conversion  of this  Debenture at a price in excess of that price
paid for such  shares  pursuant  to this  Debenture.  The Company and the Holder
hereby agree that such amount of stipulated damages is not  disproportionate  to
the possible  loss to the Holder from the receipt of a cash payment  without the
opportunity to convert this Debenture into shares of Common Stock.

                                    ARTICLE 7

                                  MISCELLANEOUS

SECTION 7.1 Notice of Certain Events.

In the case of the  occurrence  of any event  described  in Section  3.4 of this
Debenture,  the Company shall cause to be mailed to the Holder of this Debenture
at its last address as it appears in the Company's security  registry,  at least
twenty (20) days prior to the applicable  record,  effective or expiration  date
hereinafter  specified (or, if such twenty (20) days' notice is not possible, at
the earliest  possible  date prior to any such record,  effective or  expiration
date), a notice thereof,  including, if applicable,  a statement of (y) the date
on which a record is to be taken for the purpose of such dividend, distribution,
issuance or granting of rights, options or warrants, or if a record is not to be
taken, the date as of which the holders of record of Common Stock to be entitled


                                       28
<PAGE>

to such  dividend,  distribution,  issuance or  granting  of rights,  options or
warrants are to be  determined  or (z) the date on which such  reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected  to  become  effective,  and the date as of which it is  expected  that
holders of record of Common Stock will be entitled to exchange  their shares for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale transfer,  dissolution,  liquidation or winding-up.

SECTION 7.2 Register.

The Company shall keep at its  principal  office a register in which the Company
shall provide for the registration of this Debenture.  Upon any transfer of this
Debenture in accordance with Articles 2 and 4 hereof, the Company shall register
such transfer on the Debenture register.

SECTION 7.3 Withholding.

To the extent required by applicable  law, the Company may withhold  amounts for
or on  account  of any taxes  imposed  or  levied by or on behalf of any  taxing
authority in the United  States  having  jurisdiction  over the Company from any
payments made pursuant to this Debenture.

SECTION 7.4 Transmittal of Notices.

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.
         17951 Lyons Circle
         Huntington Beach, CA 92647
         Telephone:        714-848-7741
         Facsimile:        714-848-7701


         (2) if to the Holder,  to:

         Golden Gate  Investors,  Inc.
         7817 Herschel  Avenue, Suite  200
         La  Jolla,  California  92037
         Telephone:   858-551-8789
         Facsimile:   858-551-8779

Each of the Holder or the  Company  may change the  foregoing  address by notice
given  pursuant to this Section 7.4.

SECTION 7.5  Attorneys'  Fees.

Should any party  hereto  employ an  attorney  for the purpose of  enforcing  or
construing this Debenture, or any judgment based on this Debenture, 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

                                       29
<PAGE>
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.

SECTION 7.6 Governing  Law.

This Debenture shall be governed by, and construed in accordance  with, the laws
of the  State  of  California  (without  giving  effect  to  conflicts  of  laws
principles).  With respect to any suit,  action or proceedings  relating to this
Debenture,  the Company irrevocably submits to the exclusive jurisdiction of the
courts of the State of  California  sitting in San Diego and the  United  States
District  Court  located  in the City of San Diego  and  hereby  waives,  to the
fullest extent permitted by applicable law, any claim that any such suit, action
or proceeding has been brought in an inconvenient  forum.  Subject to applicable
law, the Company  agrees that final  judgment  against it in any legal action or
proceeding  arising out of or relating to this Debenture shall be conclusive and
may be enforced in any other jurisdiction within or outside the United States by
suit on the judgment,  a certified  copy of which  judgment  shall be conclusive
evidence  thereof  and the amount of its  indebtedness,  or by such other  means
provided  by law.

SECTION  7.7  Waiver of Jury  Trial.

To the  fullest  extent  permitted  by law,  each of the parties  hereto  hereby
knowingly,  voluntarily and intentionally waives its respective rights to a jury
trial of any  claim  or  cause  of  action  based  upon or  arising  out of this
Debenture  or any other  document or any dealings  between them  relating to the
subject  matter of this  Debenture  and other  documents.  Each party hereto (i)
certifies that neither of their respective representatives,  agents or attorneys
has represented, expressly or otherwise, that such party would not, in the event
of litigation,  seek to enforce the foregoing waivers and (ii) acknowledges that
it has been induced to enter into this  Debenture  by, among other  things,  the
mutual waivers and certifications herein.

SECTION  7.8  Headings.  The  headings  of the  Articles  and  Sections  of this
Debenture are inserted for convenience only and do not constitute a part of this
Debenture.

SECTION 7.9 Payment Dates.

Whenever any payment  hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.

SECTION 7.10 Binding Effect.

Each Holder by accepting  this  Debenture  agrees to be bound by and comply with
the terms and provisions of this Debenture.

SECTION 7.11 No Stockholder Rights.

Except as otherwise provided herein, this Debenture shall not entitle the Holder
to any of the  rights  of a  stockholder  of  the  Company,  including,  without
limitation, the right to vote, to receive dividends and other distributions,  or
to receive any notice of, or to attend,  meetings of  stockholders  or any other
proceedings  of the Company,  unless and to the extent  converted into shares of
Common  Stock in  accordance  with the  terms  hereof.

SECTION  7.12  Facsimile Execution.

Facsimile execution shall be deemed originals.

IN WITNESS  WHEREOF,  the Company has caused this  Debenture to be signed by its
duly authorized officer on the date of this Debenture.

Quintek Technologies, Inc.

By: /s/ Robert Steele
    ---------------------------------
Title: Chief Executive Officer
                                       30
<PAGE>

EXHIBIT A
DEBENTURE CONVERSION NOTICE

TO:      Quintek Technologies, Inc.


The  undersigned  owner of this  Convertible  Debenture  due August 2, 2006 (the
"Debenture")  issued  by  Quintek  Technologies,  Inc.  (the  "Company")  hereby
irrevocably  exercises its option to convert $__________ Principal Amount of the
Debenture  into  shares  of  Common  Stock in  accordance  with the terms of the
Debenture.  The undersigned  hereby instructs the Company to convert the portion
of the  Debenture  specified  above  into  shares  of  Common  Stock  Issued  at
Conversion in accordance with the provisions of Article 3 of the Debenture.  The
undersigned directs that the Common Stock and certificates  therefor deliverable
upon  conversion,  the  Debenture  reissued  in the  Principal  Amount not being
surrendered  for  conversion  hereby,  [the  check or shares of Common  Stock in
payment of the accrued and unpaid interest  thereon to the date of this Notice,]
together with any check in payment for fractional Common Stock, be registered in
the name of and/or delivered to the undersigned unless a different name has been
indicated  below.  All  capitalized  terms used and not defined  herein have the
respective  meanings assigned to them in the Debenture.  The conversion pursuant
hereto  shall be  deemed to have been  effected  at the date and time  specified
below,  and at such  time the  rights  of the  undersigned  as a  Holder  of the
Principal  Amount of the Debenture set forth above shall cease and the Person or
Persons in whose name or names the Common  Stock Issued at  Conversion  shall be
registered shall be deemed to have become the holder or holders of record of the
Common  Shares  represented  thereby and all voting and other rights  associated
with the beneficial ownership of such Common Shares shall at such time vest with
such Person or Persons.

Date and time:  _________________________

-----------------------------------------
By: _____________________________________
Title: __________________________________
Fill in for registration of Debenture:
Please print name and address
(including ZIP code number):


GOLDEN GATE INVESTORS, INC.
1795 UNION STREET, 3rd FLOOR
SAN FRANCISCO, CALIFORNIA 94123
TELEPHONE:  (415) 409-8703
FACSIMILE:  (415) 409-8704
E-MAIL: LJCI@PACBELL.NET
LA JOLLA                                           www.LJCInvestors.com
SAN FRANCISCO


                                       31
<PAGE>

Exhibit 10.22b

August 2, 2004

Mr. Robert Steele
Quintek Technologies, Inc.
17951 Lyons Circle
Huntington Beach, CA 92647


Re: Registration Statement Legal and Accounting Fees

Dear Robert:

This letter will set forth our agreement for the payment of the  attorneys'  and
accounting fees necessary for the filing of a registration  statement by Quintek
Technologies,  Inc.  ("Quintek")  to cover,  among other  things,  the shares of
Quintek  common stock  necessary for the 5 3/4 %  Convertible  Debenture and the
warrants issued to Golden Gate Investors, Inc. ("GGI").

Under the Securities Purchase  Agreement,  GGI is to advance $225,000 to Quintek
upon closing.  It is agreed that GGI will retain $50,000 of the initial  advance
for the payment of legal and accounting fees for the filing of the  Registration
Statement for the Conversion Shares and the Warrant Shares.

Quintek  agrees that it is  responsible  for the payment of legal and accounting
fees, if any, over and above the $50,000 covered herein.

If this  letter  correctly  reflects  our  agreement  regarding  the  payment of
Quintek's  attorneys' and accounting  fees for the preparation and filing of the
Registration Statement, please acknowledge your agreement by signing below.

Sincerely,

/s/ Travis W. Huff
--------------------------
Travis W. Huff
Portfolio Manager


Quintek Technologies, Inc.

By: /s/ Robert Steele
    --------------------------------------
Title: Chairman and CEO


GOLDEN GATE INVESTORS, INC.
1795 UNION STREET, 3rd FLOOR
SAN FRANCISCO, CALIFORNIA 94123
TELEPHONE:  (415) 409-8703
FACSIMILE:    (415) 409-8704
E-MAIL: LJCI@PACBELL.NET
LA JOLLA                           www.ljcinvestors.com
SAN FRANCISCO



                                       32
<PAGE>


Exhibit 10.22c

August 2, 2004

Mr. Robert Steele
Quintek Technologies, Inc.
17951 Lyons Circle
Huntington Beach, CA 92647


Re: Warrant Prepayment

Dear Robert:

This  letter  will set forth our  agreement  for the  prepayment  toward  future
Warrant  exercises under the Warrant Agreement dated as of August 2, 2004 by and
between Quintek Technologies,  Inc. ("Quintek") and Golden Gate Investors,  Inc.
("GGI").  Capitalized  terms used herein and not otherwise  defined herein shall
have the definitions set forth in the Convertible Debenture dated August 2, 2004
issued by Quintek to GGI.

Once the Registration  Statement is declared effective by the SEC and Quintek is
able to issue  registered  Common  Stock to GGI, GGI will  immediately  submit a
$2,500  Debenture  conversion and related  $25,000  Warrant  exercise.  Within 2
business  days of  GGI's  receipt  of the  registered  Common  Stock  from  such
Debenture conversion and Warrant exercise, GGI shall wire the sum of $275,000 to
Quintek, and within 30 days of GGI's receipt of the registered Common Stock from
such  Debenture  conversion  and  Warrant  exercise,  GGI shall  wire the sum of
$200,000 to Quintek.  Such funds shall represent a prepayment towards the future
exercise  of  Warrant  Shares  under the  Warrant  Agreement.  The timing of the
application  of the  prepaid  funds shall be at GGI's sole  discretion.  Quintek
shall not be able to prevent GGI from  converting the Debenture and shall not be
able  to  prepay  the  Debenture,  regardless  of the  price  of the  Stock,  in
connection   with  the  Debenture   conversions   associated  with  the  Warrant
prepayments.

If this letter correctly reflects our agreement  regarding the prepayment by GGI
to Quintek  toward  Warrant  exercises,  please  acknowledge  your  agreement by
signing below.

Sincerely,

/s/ Travis W. Huff
----------------------------
Travis W. Huff
Portfolio Manager



Quintek Technologies, Inc.

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

                                       33
<PAGE>

Exhibit 10.22d


Initials                                       Initials
         -----------                                     ----------

                          REGISTRATION RIGHTS AGREEMENT

                  Registration Rights Agreement dated as of August 2, 2004 (this
"Agreement")   by  and  between   Quintek   Technologies,   Inc.,  a  California
corporation,  with principal  executive  offices  located at 17951 Lyons Circle,
Huntington Beach, CA 92647 (the "Company"), and Golden Gate Investors, Inc. (the
"Initial Investor").

                  WHEREAS,  upon the terms and subject to the  conditions of the
Securities Purchase Agreement dated as of even date herewith, by and between the
Initial  Investor and the Company (the  "Securities  Purchase  Agreement"),  the
Company  has  agreed to issue and sell to the  Initial  Investor  a  Convertible
Debenture (the "Debenture") of the Company in the aggregate  principal amount of
$300,000  which,  upon the  terms of and  subject  to the  conditions  contained
therein,  is convertible  into shares of the Company's Common Stock (the "Common
Stock") ; and

                  WHEREAS, to induce the Initial Investor to execute and deliver
the  Securities  Purchase  Agreement,  the  Company  has agreed to provide  with
respect to the Common  Stock issued upon  conversion  of the  Debenture  and the
Warrant Shares 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 the date of this Agreement.

                  (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.

                  (5)  "Investor"  means each of the  Initial  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.
                                       34
<PAGE>

                  (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 the Common Stock issued or
issuable (i) upon  conversion or redemption of the  Debenture,  (ii) exercise of
the  Conversion  Warrants  (iii)  pursuant  to the terms and  provisions  of the
Debenture or the  Securities  Purchase  Agreement,  (iv) in connection  with any
distribution, recapitalization,  stock-split, stock adjustment or reorganization
of the Company;  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 any share of Common  Stock
issued upon conversion or redemption of the Debenture or Warrant 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.

                                       35
<PAGE>

2.       Registration

         (A) Filing and  Effectiveness  of Registration  Statement.  The Company
shall prepare and file with the Commission as soon as practicable 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 the  Deadline  (as defined in the  Debenture).  The Company
shall  promptly  (and,  in any event,  no more than 24 hours  after it  receives
comments  from the  Commission),  notify the Buyer 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 Buyer.  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  Initial   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 and 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) Additional  Registration Statement. In the event the Current Market
Price  declines  to a price per share  the  result of which is that the  Company
cannot satisfy its conversion  obligations to Initial  Investor  hereunder,  the
Company  shall,  to the extent  required  by the  Securities  Act  (because  the
additional shares were not covered by the Registration  Statement filed pursuant
to Section  2(a)),  as reasonably  determined by the Initial  Investor,  file an
additional Registration Statement with the Commission for such additional number
of Registrable  Securities as would be issuable upon conversion of the Debenture
(the  "Additional  Registrable  Securities")  in  addition  to those  previously
registered.  The Company shall, to the extent required by the Securities Act, as
reasonably  determined  by the  Initial  Investor,  prepare  and  file  with the
Commission  not later than the 30th day  thereafter,  a  Registration  Statement
relating to the offer and sale of such  Additional  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 not
later than the Deadline.  The Company shall not include any other  securities in
the  Registration  Statement  relating to the offer and sale of such  Additional
Registrable Securities.

         (D) (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

                                       36
<PAGE>

registration  to each  Investor,  which notice  shall set forth such  Investor's
rights under this Section 2(D) 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 any 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 (A) if such registration involves a Public Offering, each Investor
must sell its Registrable Securities to any underwriters selected by the Company
with the consent of such  Investor on the same terms and  conditions as apply to
the Company and (B) 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(D) shall terminate on the date that the registration statement to
be  filed  in  accordance  with  Section  2(A)  is  declared  effective  by  the
Commission.  (ii) If a  registration  pursuant to this Section  2(D)  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
Investors 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  Investors  and any other sellers of
Common Stock in such Public Offering  ("Third-Party  Sellers"),  first, pro rata
among the Investors until all the shares of Common Stock originally  proposed to
be offered for sale by the Investors 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 each of the  Investors,  the  Company  and the
Third-Party  Sellers,  as the  case  may be.  If as a  result  of the  proration
provisions of this Section 2(D)(ii), any 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(D),  the number of
securities required to satisfy any underwriters'  over-allotment option shall be
allocated  among the Company,  the Investors and any Third Party Seller pro rata
on the basis of the relative  number of  securities  offered for sale under such
registration  by each of the  Investors,  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  Investors  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

                                       37
<PAGE>

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 Investors as set forth in the Prospectus  forming part of the
Registration  Statement;

         (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 Investors and reflect in such  documents all such comments as the
Investors (and their counsel)  reasonably may propose and (B) to the Investors a
copy of the  accountant's  consent  letter to be included in the filing and (ii)
furnish to each  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  Investors  who  hold  a   majority-in-interest   of  the
Registrable  Securities being offered reasonably request,  (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 each 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 each  Investor  as such
Investor may reasonably  request;
                                       38
<PAGE>

         (F) As  promptly as  practicable  after  becoming  aware of such event,
notify each  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,  rescission  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;

         (I) Cooperate with the Investors 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 Investors  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  Investors  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 Investors of their 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 Investors,  any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement,  and  any  attorney,  accountant  or  other  agent  retained  by such
Investors 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  Investors  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;

                                       39
<PAGE>

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 Investors 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 Investors and the other parties entitled thereto by
one firm of counsel  designated  by and on behalf of the majority in interest of
Investors and other parties;

         (N)  In  connection   with  any   underwritten   offering,   make  such
representations   and  warranties  to  the  Investors   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
subsidiary  of the Company or of any business  acquired by the Company,  in each
case 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

                                       40
<PAGE>

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 Investors

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

         (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) Each  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) Each  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,  and the reasonable  fees of one
firm of counsel to the  holders of a majority  in  interest  of the  Registrable
Securities shall be borne by the Company.

                                       41
<PAGE>

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
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

                                       42
<PAGE>

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 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 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 Investors 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 Investors 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 in excess of the dollar amount of the proceeds to
be  received  by such  Investor  from  the sale of such  Investor's  Registrable
Securities  (after  deducting  any fees,  discounts and  commissions  applicable
thereto)  pursuant to any  Registration  Statement under which such  Registrable
Securities are to be registered under the Securities Act 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.

                                       43
<PAGE>

         (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  Investors 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 Investors 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  Investors  to any
permitted  transferee of all or any portion of such  Registrable  Securities (or
all or any  portion  of the  Debenture  or  Warrant  of  the  Company  which  is
convertible  into such  securities)  only if

                  (a) the  Investor  agrees in writing  with the  transferee  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 Investors 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.

                                       44
<PAGE>

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) If, after the date hereof and prior to the Commission declaring the
Registration  Statement to be filed pursuant to Section 2(a) effective under the
Securities  Act, the Company grants to any Person any  registration  rights with
respect to any Company  securities which are more favorable to such other Person
than those provided in this  Agreement,  then the Company  forthwith shall grant
(by means of an amendment to this Agreement or otherwise) identical registration
rights to all  Investors  hereunder.

         (C) 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.
                            17951 Lyons Circle
                            Huntington Beach, CA 92647
                            Telephone:       714-848-7741
                            Facsimile:       714-848-7701


                            (2) if to the Investor, to:

                            Golden Gate Investors, Inc.
                            7817 Herschel Avenue, Suite 200
                            La Jolla, California 92037
                            Telephone:       858-551-8789
                            Facsimile:       858-551-8779


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

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

         (D)  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.

                                       45
<PAGE>

         (E) This Agreement  shall be governed by and  interpreted in accordance
with the laws of the State of  California.  Each of the parties  consents to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of San Diego or the state courts of the State of California  sitting in the
City of San Diego 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.

         (F) 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.

         (G) 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.

         (H) The Company shall not enter into any agreement  with respect to its
securities  that is  inconsistent  with the  rights  granted  to the  holders of
Registrable  Securities  in this  Agreement  or  otherwise  conflicts  with  the
provisions  hereof.  The  Company  is not  currently  a party  to any  agreement
granting any  registration  rights with respect to any of its  securities to any
person which  conflicts  with the Company's  obligations  hereunder or gives any
other party the right to include any  securities in any  Registration  Statement
filed  pursuant  hereto,  except  for such  rights  and  conflicts  as have been
irrevocably  waived.  Without limiting the generality of the foregoing,  without
the written  consent of the holders of a majority in interest of the Registrable
Securities, the Company shall not grant to any person the right to request it to
register any of its  securities  under the  Securities  Act unless the rights so
granted  are  subject  in all  respect  to the prior  rights of the  holders  of
Registrable  Securities  set forth herein,  and are not otherwise in conflict or
inconsistent  with the provisions of this  Agreement.  The  restrictions  on the
Company's  rights  to grant  registration  rights  under  this  paragraph  shall
terminate on the date the Registration Statement to be filed pursuant to Section
2(A) is declared effective by the Commission.

         (I) This Agreement,  the Securities Purchase  Agreement,  the Debenture
and the Conversion Warrants  Agreement,  of even date herewith among the Company
and the  Initial  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.

                                       46
<PAGE>

         (J) 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.

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

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

         (M) The Company acknowledges that any failure by the Company to perform
its obligations under Section 3, or any delay in such performance,  could result
in direct  damages to the Investors and the Company  agrees that, in addition to
any other liability the Company may have by reason of any such failure or delay,
the Company  shall be liable for all direct  damages  caused by such  failure or
delay.

         (N) This Agreement may be executed in 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.


                           By:  /s/ Robert Steele
                                ------------------------------
                                 Name: Robert Steele
                                 Title: President, CEO



                           Golden Gate Investors, Inc.


                           By:  Travis Huff
                                ------------------------------
                                 Name:  Travis Huff
                                 Title: Portfolio Manager


                                       47