Exhibit 10.10

                  Employment  Agreement between Quintek  Technologies,  Inc. and
                  Andrew Haag dated January 31, 2003

                              EMPLOYMENT AGREEMENT

         THIS  AGREEMENT  is made on January 31,  2003,  by and between  Quintek
Technologies, Inc. ("QUINTEK"), and ANDREW HAAG ("Executive"), with reference to
the following facts:

A.       QUINTEK is in the business of providing hardware, software and services
         for the production of Aperture Cards.;

B.       QUINTEK desires to retain EXECUTIVE for his experience and ability on a
         formalized basis in the position of Chief Financial Officer (CFO);

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 Chief  Financial  Officer  of  QUINTEK.
Executive  shall do and perform all services and actions  necessary or advisable
to  promote  the  continued  success  of  QUINTEK'S  business,  subject  to  the
instructions, policies and limitations which may be set from time to time by its
Board of Directors (the "Board").

         1.2  Executive  shall devote his entire  productive  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.

         1.3 QUINTEK hereby provides  consent for Executive to continue  working
in an advisory capacity within his pre-existing  relationships  with Petrosearch
Corporation and The Camelot Group, Inc. neither of which are in competition with
QUINTEK, as long such involvement does not detract from his  responsibilities at
QUINTEK.

         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).

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2. Term.

         2.1      The term of employment shall be for five (5) 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 fifth  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
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 fifth 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. 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 his then-current rate, less standard payroll tax
withholdings.

         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 Executive Officer in writing.

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         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 fifth  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
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 fifth  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 $6,000  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  Executive's  Salary  shall  remain  unchanged  until  such time as
QUINTEK's  quarterly  Gross  Revenue  shall exceed or equal the sum of $300,000.
Should  this  occur,  Executive's  Salary  for the  following  quarter  shall be
increased  to  the  sum  of  $9,000  per  month,   less  standard   payroll  tax
withholdings. If QUINTEK's quarterly Gross Revenue shall exceed or equal the sum
of $600,000,  Executive's Salary for the following quarter shall be increased to
the sum of  $12,000  per month,  less  standard  payroll  tax  withholdings.  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  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).

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         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 Profits over and above
six  (6%)   percent  of  Recast   Profits  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
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 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


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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 the  number  of paid
vacation days in each calendar year  determined by QUINTEK from time to time for
its senior  executive  officers.  Executive  shall also be  entitled to all paid
holidays given by QUINTEK to its senior executive officers.

         3.9  Offices.  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 Executive Officer.

5.       Health  Insurance.  Executive shall be entitled to receive such medical
and dental  insurance  benefits as are  designated and made available by QUINTEK
for its employees generally,  which benefits are subject to change or revocation
at QUINTEK' sole discretion.

6.       Issuance of Equity.

         6.1  Executive  shall  receive a grant of 1,000,000  shares of Series A
Preferred Stock upon execution of this agreement. Terms and Conditions of Series
A  preferred  Stock  are  to be  established,  determined  and  set  forth  in a
Stockholders  Agreement  to be  finalized  within  them  next 14  days.  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
ten  percent  (10%) 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 $.03 per share,  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  agreements(s)  will have , at minimum,  new  termination  and  repurchase
provisions,   with  the  termination   provisions  to  be  consistent  with  new
termination and repurchase  provisions,  with the  termination  provisions to be
consistent  with the  termination  provisions set forth in this  Agreement.  The


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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 two and a half percent  (2.5%) 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  two and a half
percent (2.5%) of outstanding common stock at the time of grant, will be granted
to  executive  upon  the one (1)  year  anniversary  of this  agreement  for the
following  three (3) years.  In the event of a sale of Quintek,  termination  of
this  agreement  by the  Company,  or any other event that may impede  Quintek's
ability to fulfill its  obligations  under this  Agreement,  all options will be
immediately vest.

         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 ExerciseIn 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).

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         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

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;   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

                  7.1.4  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.

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         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.

         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,  call on, solicit,  divert,
interfere with or take away, or attempt to call on, solicit,  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.

         7.5 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 Executive 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) wage and hour
disputes  within the  jurisdiction  of the California  Labor  Commissioner;  (c)
disputes  which  relate to or arise  out of  confidentiality  or  noncompetition
conditions  of  employment,  trade  secrets,  intellectual  property  or  unfair
competition;  and (d) 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.

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<PAGE>

IF A DISPUTE  IS  SUBMITTED  TO  ARBITRATION,  THE  DISPUTE  SHALL BE SETTLED BY
ARBITRATION IN ORANGE COUNTY,  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 __5633 Trancas  Canyon Road,  Malibu,
CA 90265_____  (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:   /s/ Robert Steele
                        -----------------------------
                  Its:  President and CEO

                  EMPLOYEE:
                  Andrew Haag
                  5633 Trancas Canyon Road [address]
                  Malibu, CA 90265

                  /s/ Andrew Haag
                  -----------------------------------



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