Exhibit 10.12

                             NOTE PURCHASE AGREEMENT

         This NOTE Purchase  Agreement is made this day of November 2003, by and
between  QUINTEK  TECHNOLOGIES,   INC.,  a  California  corporation  ("QTEK"  or
"Company"),  and KAZI  MANAGEMENT  V.I. LLC, a U. S. Virgin Islands  corporation
("KAZI").

                                   Background
                                   ----------

As more fully set forth herein, KAZI agrees to purchase from the Company a total
of five (5) Convertible Notes (the "Notes"), each in $100,000 denominations with
a 10% annual interest rate and one year term, and convertible in accordance with
the terms thereof into shares of the Company's  Common Stock (the "Shares") at a
conversion  price of $0.06.  The initial  Convertible Note (which is the form of
the four (4)  subsequent  Notes) is annexed  hereto as  Exhibit  A. (The  Shares
included in the Securities (as  hereinafter  defined) are sometimes  referred to
herein as the  "Shares"  or "Common  Stock").  (The  Notes,  the  Shares,  bonus
Warrants ("Warrants") issuable on a one-to one basis with each Share issued upon
conversion of all or part of a Note, and the Common Stock issuable upon exercise
of the Warrants  ("Warrant  Stock") are collectively  referred to herein as, the
"Securities").  Upon acceptance of this Agreement by the Subscriber, the Company
shall issue and deliver to the Subscriber the Initial Note against  payment,  by
federal  funds wire  transfer  of  $100,000.  A form of the  Warrant is attached
hereto as Exhibit B.
                                    Agreement
                                    ---------

NOW THEREFORE, intending to be legally bound hereby, the parties hereto agree as
follows:

         1.  Subscription.  KAZI  hereby  purchases  the  initial  Note from the
Company,  the funding of which Note shall occur within 48 hours of the execution
of this Note Purchase Agreement. Each of the other four Notes shall be purchased
by and paid for by Kazi  consecutively  no later  than forty five (45) days from
the last funding date of the immediately prior Note.

         At the  time  of the  execution  and  delivery  of this  Note  Purchase
Agreement (and execution by the Company of the initial Note), KAZI and QTEK have
also executed and delivered the Registration Rights Agreement attached hereto as
Exhibit "C" ("Registration Rights Agreement")and the Security Agreement attached
hereto as Exhibit  "D"  ("Security  Agreement").  Pursuant  to the  Registration
Rights Agreement,  the Company agrees to register all of the Securities with the
Securities  and Exchange  Commission.  Pursuant to the Security  Agreement,  the
Notes are  secured by KAZI by all the assets and  intellectual  property  of the
Company.

         2.  Verification  of  Status  as  "Accredited  Investor".  KAZI  hereby
represents to QTEK that it qualifies as an "accredited investor" as such term is
defined in Rule 501  promulgated  under the Act because  either (a) KAZI was not
formed for the specific  purpose of investing  in the  Securities  and has total
assets in excess of  $5,000,000,  or (b) each of the equity owners of KAZI has a
net worth in excess of $1,000,000.

         3.  Representations  And Warranties of the Company.  The Company hereby
makes the following representations and warranties to KAZI:

                  (a) Issuance of Securities. The issuance of the Securities has
been duly authorized by QTEK, and when issued will be validly issued. The Shares
and Warrant Shares when issued will be fully paid and non-assessable.

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<PAGE>

                  (b) Corporate Organization.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the state of
California,  with all requisite  power,  authority and licensing to own, operate
and lease its properties and carry on its business as now being conducted.

                  (c) Authority.  The execution and delivery of this  Agreement,
and the  consummation  of the  transactions  contemplated  hereby  has been duly
authorized  by the Board of  Directors  of the  Company  and no other  corporate
proceedings on the part of the Company are necessary to authorize this Agreement
or to carry out the transactions contemplated hereby.

                  (d) Unavailability of Authorized Shares. KAZI understands that
the  Company  is  currently  preparing  a proxy  statement  to be filed with the
Securities  and Exchange  Commission and sent to  shareholders  seeking to amend
Company's  Articles of Incorporation to authorize  200,000,000  shares of Common
Stock;  and that the Company does not have sufficient  available Common Stock to
provide for the issuance of Common Stock upon the full  conversion  of the Notes
and exercise of the Warrants. Thus, the conversion right of KAZI with respect to
the Notes shall only exist upon: (i)approval of the abovesaid proxy statement by
the Securities and Exchange  Commission and approval of the abovesaid  amendment
by  Company  shareholders;   and  (ii)  the  Company's   registration  statement
registering  the  Shares  underlying  the Notes and  other  Securities  has been
declared effective by the Securities  Exchange  Commission.  Once the conversion
right exists,  the Borrower will reserve from its authorized and unissued Common
Stock a sufficient  number of shares to provide for the issuance of Common Stock
and upon the full  conversion  of the Notes and  exercise  of all  Warants.  All
shares of Common Stock issued upon  conversion  of the Notes and exercise of the
Warrants shall be, at the time of delivery of the  certificates  for such Common
Stock, validly issued and outstanding, fully paid and non-assessable.

         4. Representations by KAZI. KAZI represents and warrants to the Company
as follows:

                  (a) KAZI has received,  read and understands the provisions of
         each of the Company's  reports on Forms 8-K,  10-QSB and 10-KSB for the
         past three fiscal  years,  including the  following:  (i) the Company's
         Annual  Report on Form 10-KSB for the fiscal year ended June 30,  2003;
         and (ii) the Company's  Quarterly Report on Form 10-QSB for the quarter
         ended  September 30, 2003; KAZI  understands  that all of the foregoing
         together with this Note Purchase  Agreement shall be referred to herein
         as "Offering Materials".

                  (b) KAZI has relied only upon the  information  presented  and
         contained in the Offering  Materials.  KAZI has had the  opportunity to
         ask of the person or persons  acting on behalf of the  Company  any and
         all  relevant  questions in  connection  with any aspect of the Company
         including,  but not limited to, the Securities  offered by the Offering
         Materials and has received  answers which it considers to be reasonably
         responsive to such  questions.  KAZI has had the  opportunity to verify
         the accuracy of the  information  contained in the Offering  Materials.
         KAZI understands that the proceeds from the sale of the Securities will
         be used for working  capital  purposes,  primarily  to make  payment of
         obligations and debts of the Company.

                  (c) KAZI understands that it is subscribing for the Securities
         withoutbeing  furnished any literature or prospectus in connection with
         the offering of the Securities other than the Offering  Materials,  and
         that the offering of the Securities presented in the Offering Materials
         will not have  been  scrutinized  by the  securities  administrator  or
         similar bureau, agency, or department of the state of its domicile.

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<PAGE>

                  (d) KAZI understands (i) that neither the Shares, Warrants nor
         the Warrant  Stock has been  registered  under the Act or registered or
         qualified  under the securities  laws of the state of domicile of KAZI;
         (ii) that  except as  otherwise  provided  in the  Registration  Rights
         Agreement,   KAZI  has  no  right  to  require  such   registration  or
         qualification;  and (iii) that  therefore  KAZI must bear the  economic
         risk of the investment for an indefinite period of time because neither
         the Shares, Warrants nor Warrant Stock may be sold unless so registered
         or  qualified  or  unless  an  exemption  from  such  registration  and
         qualification is available.

                  (e)  Subject  to  being   resold   pursuant  to  an  effective
         registration  statement,  the Securities are being purchased for KAZI's
         own account for  investment  purposes  only and not for the interest of
         any other person and are not being  purchased with a view to or for the
         resale,   distribution,   subdivision  or  fractionalization   thereof.
         Although  the  Common  Stock  of QTEK is  currently  traded  on the OTC
         Bulletin  Board under the symbol  "QTEK",  KAZI also  understands  that
         there may not be any established  public trading market for the sale of
         the Shares.

                  (f)  KAZI  recognizes  that  the  purchase  of the  Securities
         involves a high degree of risk including  those special risks set forth
         under the caption "Risk  Factors" and "Forward  Looking  Statements" in
         the  Form  SB-2  Registration   Statement  of  the  Company  (File  No.
         333-86064)  filed with the Securities and Exchange  Commission on April
         11, 2002 and the Form 10-QSB for the quarter ended March 31, 2002,  all
         of which are incorporated herein by reference.

                  (g) Subject to the registration  rights set forth above,  KAZI
         understands that its right to transfer the Shares, Warrants and Warrant
         Stock will be restricted as set forth on the stock  certificates.  Such
         restrictions  include  provisions against transfer unless such transfer
         is not in violation of the Act, or  applicable  state  securities  laws
         (including investor suitability standards).

                  (h) All  information  which KAZI has  provided  to the Company
         including,  but not  limited  to, its tax  identification  number,  its
         financial  position,  and  status as an  accredited  investor,  and its
         knowledge  of  financial  and  business  matters is true,  correct  and
         complete as of the date of execution of this Note  Purchase  Agreement.
         KAZI  understands  that QTEK will rely in a  material  degree  upon the
         representations contained herein.

                  (i) KAZI  maintains  its  principal  place of  business at the
         address shown on the signature page of this Note Purchase Agreement, at
         which address KAZI has subscribed for the Securities.

                  (j)  KAZI  understands  that  legends  may  be  placed  on any
         certificate  representing  the Shares,  Warrants,  and  Warrant  Shares
         substantially to the following effect:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES STATUTES AND
REGULATIONS.  SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR SUCH SHARES  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR
APPLICABLE STATE SECURITIES  STATUTES AND  REGULATIONS,  UNLESS,  IN THE OPINION
(WHICH  SHALL BE IN FORM  AND  SUBSTANCE  SATISFACTORY  TO THE  CORPORATION)  OF
COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

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<PAGE>

                  (k) The  execution  and  delivery of this  Agreement,  and the
         consummation  of the  transactions  contemplated  hereby  has been duly
         authorized by KAZI.

         5.  Conditions  of  Funding;  Miscellaneous.  Notwithstanding  anything
contained  herein to the contrary,  In the event that the  authorization of more
shares is not approved by the  shareholders  of the Company  within  ninety (90)
days of receipt of funding of the initial Note,  continued funding of Notes will
occur at the  discretion  of KAZI.  In the event that the Company is not able to
secure  additional  senior  management  satisfactory  to KAZI  within  the  next
forty-five (45) days after funding of the initial Note,  continued  funding will
occur at the discretion of KAZI.
Notwithstanding  anything herein to the contrary,  if and to the extent that, on
any date (the "Section 16  Determination  Date"),  the holding by KAZI of all or
part the Securities would result in KAZI's becoming subject to the provisions of
Section 16(b) of the Securities  Exchange Act of 1934, as amended,  by virtue of
being deemed the  "beneficial  owner" of more than ten percent (10%) of the then
outstanding shares of Common Stock of the Company,  then KAZI shall not have the
right to  convert  any  portion  of the Notes or  exercise  any  portion  of the
Warrants as shall cause KAZI to be deemed the beneficial  owner of more than ten
percent  (10%) of the then  outstanding  shares of Common  Stock of the  Company
during the period  ending  sixty  (60) days after the  Section 16  Determination
Date.

         6. Delay of Registration.  Notwithstanding anything contained herein to
the  contrary,  if the  Registration  Statement  (as such term is defined in the
Registration  Rights Agreement) has not been declared effective under the Act by
the Securities and Exchange Commission within 90 days following the date hereof,
then in such event,  the Company shall issue to KAZI an additional three percent
(3%) of the aggregate number of Shares, Warrants, and Additional Warrants issued
to KAZI by the Company  hereunder  on the date  hereof,  on a pro rata basis for
partial months,  for each full month that the  Registration  Statement is not so
declared effective.  In lieu of issuing additional Shares, the Company may elect
to grant KAZI the cash  equivalent  of the  additional  Shares  (based  upon the
conversion price of the Common Stock).  The additional  Shares,  if any, and the
additional  shares of Common Stock  underlying the new warrants shall be covered
by the Registration Rights Agreement.

         7. Survival of Representations,  Warranties,  Covenants, Agreements and
Remedies. Except as specifically provided otherwise herein, all representations,
warranties,  covenants,  agreements  and remedies of the parties  hereto,  shall
survive the date hereof.

         8.   Entire   Agreement.   This   Agreement   constitutes   the  entire
understanding  and  agreement  between  the parties  hereto with  respect to the
transactions  contemplated  herein,  supersedes  all prior  and  contemporaneous
agreements,  understandings,  negotiations  and  discussions,  whether  oral  or
written, of the parties,  and there have been no warranties,  representations or
promises,  written or oral,  made by any of the parties  hereto except as herein
expressly set forth herein.

         9. Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, as well as their respective  heirs,  personal
representatives,  successors and assigns but no party may assign its obligations
hereunder.

         10.  California  Law  Controls.  This  Agreement  shall be construed in
accordance  with and shall be  governed  by the laws of the state of  California
without regard to its conflicts of law rules.

         11. Expenses.  The Company shall pay for and prepare all  documentation
and filings  related to this  transaction.  The Company shall pay KAZI a two and
one half percent (2 1/2%) due  diligence fee to be deducted from funding of each
Note.





                     [THIS SPACE INTENTIONALLY LEFT BLANK.]




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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Stock Purchase Agreement the date first above written.

                                 KAZI MANAGEMENT V.I., LLC


Witness:_________________        By: /s/ Zubar Kazi
                                    --------------------------------------------
                                 Its: President

                                 Address:
                                  30 Dronnigens Gade, Suite B
                                  St. Thomas, Virgin Islands 00802
                                 -----------------------------------------------

                                  QUINTEK TECHNOLOGIES, INC.

                                  By: /s/ Robert Steele
                                     -------------------------------------------
                                     Chief Executive Officer



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<PAGE>
                                    Exhibit A

                                  Loan Schedule

Loan payment schedule;

         o    Initial $100,000 loan was made on November 26, 2003;
         o    2nd loan of 100,000 due on or before January 10, 2004;
         o    3rd loan of $100,000 due on or before February 24, 2004
         o    4th loan of $100,000 due on or before April 9, 2004
         o    5th loan of $100,000 due on or before May 24,2004


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