Exhibit 10.11    Employment Agreement between Quintek Technologies, Inc.
                 and Robert Brownell dated March 12, 2004.



                              EMPLOYMENT AGREEMENT
                              --------------------


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

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

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

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

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

1. Employment and Duties.

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

                  1.1.1 Sales Management

                  (a) Attract, hire and fire sales staff

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

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

                  (d) Provide quarterly budgets for sales departments

                  1.1.2 Production Management

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

                  (b) Provide quarterly budgets for production departments

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

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

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

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

2.       Term.

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

         2.7  QUINTEK  may  terminate  Executive  if he becomes  Disabled,  such
termination  to be made in QUINTEK's sole  discretion.  For the purposes of this
Agreement,  "Disabled" shall mean that Executive is unable to perform his duties
hereunder,  either with or without a reasonable accommodation,  as the result of
his  incapacity  due to  physical  or  mental  illness  or  condition,  and such

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<PAGE>

inability continues for at least thirty (30) consecutive calendar days or equals
or exceeds  sixty (60) calendar days during any  consecutive  twelve  (12)-month
period.  If  Executive  is  terminated  prior to the third  anniversary  of this
Agreement due to his becoming Disabled, QUINTEK shall pay Executive a separation
benefit  equivalent to three month's base salary at his then-current  rate, less
standard payroll tax withholdings ("Disability Benefit").

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

3.       Compensation.

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

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

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

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


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<PAGE>

interest  paid on  Executive's  loans  (if any) to  QUINTEK,  as  calculated  by
QUINTEK's  regular  accountant(s).  For the purposes of this Agreement,  "Recast
Profits" shall be defined as net profits before  interest,  taxes,  depreciation
and amortization (EBITDA),  less Executive's  Compensation.  For the purposes of
this  Agreement,  "Recast  Profit  Margin"  shall be defined as the  quotient of
Recast Profits divided by Gross Revenue. See Exhibit A for example.

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

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

         3.6 All compensation and other payments to Executive hereunder shall be
subject  to  withholding  for  federal,  state and local  income  taxes,  social
security,  disability  and the like.  3.7  Other  Benefits.  Executive  shall be
entitled to  continue to  participate  in or receive  benefits  under all of the
Employee  Benefit  Plans of QUINTEK  under which  Employee  may  participate  in
accordance  with  applicable  laws and the terms of such  plans in effect on the
date hereof, or under plans or arrangements that provide Executive with at least
substantially  equivalent benefits to those provided under such Employee Benefit
Plans. As used herein,  "Employee  Benefit Plans" include,  without  limitation,
each  pension,  and  retirement  plan;  supplemental  pension,  retirement,  and
deferred  compensation plan;  savings and  profit-sharing  plan; stock ownership
plan;  stock purchase plan;  stock option plan;  life  insurance  plan;  medical
insurance  plan;  disability  plan;  and health and accident plan or arrangement
established  and  maintained by QUINTEK on the date hereof.  Executive  shall be
entitled to participate in or receive  benefits under any employee  benefit plan
or  arrangement  which  may,  in the  future,  be made  available  to  QUINTEK's
executives and key management  employees,  subject to and on a basis  consistent
with  the  terms,  conditions,  and  overall  administration  of  such  plan  or
arrangement.  Nothing  paid  to  Executive  under  the  Employee  Benefit  Plans
presently in effect or any employee  benefit  plan or  arrangement  which may be
made  available  in the  future  shall be deemed  to be in lieu of  compensation
payable to Executive. Any payments or benefits payable to Executive under a plan
or  arrangement  in respect of any  calendar  year  during  which  Executive  is
employed by QUINTEK for less than the whole of such year shall, unless otherwise
provided in the applicable plan or  arrangement,  be prorated in accordance with
the number of days in such calendar year during which he is so employed.  Should
any such payments or benefits  accrue on a fiscal (rather than  calendar)  year,
then the proration in the preceding  sentence  shall be on the basis of a fiscal
year rather than calendar year.

         3.8  Vacations.  Executive  shall be entitled to take up to twenty (20)
days of paid time off per year for vacation,  and/or educational leave to attend
continuing education seminars,  lectures,  courses and professional conventions.
Vacation  time  shall  accrue at the rate of 1.66  days per  month of  continued
employment.  However,  while vacation will accrue from start date, vacation time
may not be taken until after completion of at least six (6) months of continuous
employment  pursuant to this Agreement,  subject to coordination and approval of
scheduling by QUINTEK.  Executive must request  vacation leave at least four (4)
weeks  in  advance.  No more  than  ten  (10)  days  of  vacation  may be  taken
consecutively unless otherwise approved by the Board. Once Executive accrues his
yearly allotment of vacation (i.e.,  twenty (20) days) Executive will not accrue


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<PAGE>
any further paid vacation time (it will be "capped") until after he has uses his
accrued   vacation   to  bring  his  accrued   vacation   time  below  the  cap.
Notwithstanding  the above,  Executive  is approved  to take  vacation on May 21
through May 24, 2004 and June 19 through June 27,  2004.Executive  shall also be
entitled to all paid holidays,  no less than 10 business days per year, given by
QUINTEK to its senior executive officers.

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

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

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

6.       Issuance of Equity.

         6.1  Executive  shall  receive  a grant of  250,000  shares of Series A
Preferred Stock upon execution of this agreement.  QUINTEK  acknowledges that it
has committed to sell to Executive  additional  shares of common stock (or grant
to Executive rights to purchase additional shares of common stock) in QUINTEK so
that,  including  all options or shares  previously  issued to or  purchased  by
Executive,  Executive  would own, in the  aggregate,  shares of common  stock or
rights to purchase shares of common stock  representing five percent (5%) of the
current  outstanding  common  stock in QUINTEK on a  fully-diluted  basis  after
taking into account the  issuance of such  additional  shares to  Executive  and
assuming  the  issuance of all other  shares  subject to  currently  outstanding
options  or  warrants.  QUINTEK  and  Executive  acknowledge  and agree that the
purchase  price for such shares (or the exercise price for such options) will be
equal to seventy five percent (75%) of the five day closing average price of the
Company's common stock immediately prior to the execution of this Agreement, but
they have  otherwise not as yet  determined  how such  additional  shares and/or
options  will be  issued to  Executive.  It is  contemplated  that  QUINTEK  and
Executive will enter into a separate agreement or agreements on these additional
shares and/or  options within 90 days of the date of this Agreement (or upon the
authorization of additional shares by the Shareholders of Quintek. Specifically,
it is  presently  anticipated  that the new stock  agreement(s)  will  have,  at
minimum,  new  termination  and  repurchase  provisions,  with  the  termination
provisions to be consistent  with the  termination  provisions set forth in this
Agreement.  The agreement(s) also will contain  provisions  providing  Executive
with pre-emptive rights to purchase additional shares of common stock of QUINTEK
under  certain  circumstances.  Options  shall vest  according to the  following
schedule:  Right  to  purchase  1.25%  of  outstanding  common  stock,  upon the
authorization of additional shares by the Shareholders of Quintek, assuming that
authorization  of more shares is approved by the  shareholders  of the  Company,
options  giving   Executive  the  right  to  purchase  an  additional  1.25%  of
outstanding common stock at the time of grant, will be granted to executive upon
the 1 year  anniversary of this Agreement for the following  three years. In the
event of a sale of QUINTEK, or any other event that may impede QUINTEK's ability
to fulfill its obligations  under this Agreement,  all options will  immediately
vest.
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         6.2 Manner of Exercise  of  Options.  The options or rights to purchase
common stock described in Paragraph 6.1 above  (collectively,  the "Option") may
be  exercised  in whole at any time,  or in part from time to time,  during  the
period commencing on the date of issuance ("Base Date") and expiring on the date
of expiration  ("Expiration Date") or, if any such day is a day on which banking
institutions  in the City of New York,  New York are authorized by law to close,
then on the next  succeeding  day that shall not be such a day, by  presentation
and surrender of Options to QUINTEK at its principal office, or at the office of
its stock  transfer  agent,  if any, with  QUINTEK's  Option  Exercise Form duly
executed and  accompanied by payment (either in cash or by certified or official
bank  check,  payable to the order of  QUINTEK)  of the  Exercise  Price for the
number  of  shares  specified  in such  Form and  instruments  of  transfer,  if
appropriate, duly executed by the Holder or its duly authorized attorney.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       8
<PAGE>

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

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

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

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

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

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

         IN  CONSIDERATION  FOR AND AS A MATERIAL  CONDITION OF  EMPLOYMENT  AND
CONTINUATION  OF  EMPLOYMENT  WITH  QUINTEK,  EXECUTIVE  AND QUINTEK  AGREE THAT
ALTERNATIVE DISPUTE RESOLUTION,  INCLUDING FINAL AND BINDING ARBITRATION,  SHALL
BE THE EXCLUSIVE MEANS FOR RESOLVING  COVERED  DISPUTES;  NO OTHER ACTION MAY BE
BROUGHT IN COURT OR IN ANY OTHER FORUM.  THE PARTIES  ACKNOWLEDGE AND AGREE THAT
BY SIGNING THIS  AGREEMENT  THEY ARE WAIVING THEIR RIGHTS TO COURT ACTION AND TO
TRIAL BY JUDGE OR JURY.
                                       9
<PAGE>

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

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

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

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

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

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

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

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

                                       10
<PAGE>

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

                           EMPLOYER:
                           QUINTEK TECHNOLOGIES, INC.



                           By:
                               -------------------------------------------------

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




                           EMPLOYEE:
                           Robert Brownell

                           -----------------------------------------------------
                           [address]

                           /s/ Robert Brownell
                           -----------------------------------------------------
                           Robert Brownell



                                       11