Exhibit 20.2

                           QUINTEK TECHNOLOGIES, INC.

                             AUDIT COMMITTEE CHARTER

                                  June 11, 2003


I.       GENERAL FUNCTIONS, AUTHORITY, AND ROLE

The audit  committee  is a  committee  of the board of  directors.  Its  primary
function   shall  be  to  assist   the  board  in   fulfilling   its   oversight
responsibilities  by reviewing the financial  information  to be provided to the
stockholders  and others,  the systems of internal  controls that management and
the board of directors have established, and the company's audit process.

The audit committee shall have the power to conduct or authorize  investigations
into any matters within the committee's scope of responsibilities. In connection
with  such   investigations  or  otherwise  in  the  course  of  fulfilling  its
responsibilities  under  this  charter,  the  audit  committee  shall  have  the
authority to retain special legal,  accounting,  or other  consultants to advise
it, and may request any officer or employee of the  company,  its outside  legal
counsel or outside auditor to attend a meeting of the audit committee or to meet
with any members of, or consultants to, the audit committee.

The company's  outside  auditor shall  ultimately be accountable to the board of
directors and to the audit committee,  as  representatives  of the shareholders,
and the board of directors and audit committee shall have the ultimate authority
and  responsibility to select,  evaluate,  and, where  appropriate,  replace the
outside  auditor,  or  to  nominate  the  outside  auditor  to be  proposed  for
shareholder approval. In the course of fulfilling its specific  responsibilities
hereunder,  the audit  committee  shall  strive to  maintain  an open  avenue of
communication between the company's outside auditor and the board of directors.
The  responsibilities of a member of the audit committee shall be in addition to
such  member's  duties as a member of the  board of  directors.  While the audit
committee shall have the  responsibilities and powers set forth in this charter,
it shall not be the duty of the audit  committee to plan or conduct audits or to
determine whether the company's financial statements are complete,  accurate, or
in accordance  with  generally  accepted  accounting  principles.  These are the
responsibilities of management and the outside auditor. Nor shall it be the duty
of the audit committee to conduct investigations,  to resolve disagreements,  if
any, between  management and the outside auditor,  or to assure  compliance with
laws  and  regulations  or the  company's  own  policies  or  code  of  conduct.
Nonetheless,  the audit  committee  shall have any additional  responsibilities,
that,  although  not listed  herein,  are now, or from time to time,  imposed by
state or federal law or regulation.

1.1      II.      MEMBERSHIP

         The  membership  of the audit  committee  shall consist of at least two
members of the board of  directors  who shall serve at the pleasure of the board
of  directors.  At least  one  member  of the  audit  committee  shall  meet the
"financial  expert"  requirement  as  implemented  by  the  Securities  Exchange
Commission,  provided such a member can be found without undue effort or expense
to the company. Criteria for membership of the audit committee shall be modified
to,  minimally,  meet the requirements of such securities  exchange or quotation
system as may from time to time apply to the company  (including  any applicable
exceptions  therefrom  as may be in the best  interests  of the  company and its
stockholders).

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         Audit committee  members and the committee chair shall be designated by
the full board of directors upon the recommendation of the nominating committee.

1.2      III.     RESPONSIBILITIES

1.2.1    The responsibilities of the audit committee shall be as follows:

1.2.2    A.       GENERAL

1.       Meet at least four times per year, and more frequently as circumstances
or the  obligations of the audit  committee  require.  2. Report audit committee
actions to the board of directors with such recommendations as the committee may
deem appropriate.

3.       Annually  review and  reassess  the adequacy of this charter and submit
any  modifications  to the board of  directors  for  approval.  4.  Perform such
functions as may be assigned by law, the company's  certificate of incorporation
or bylaws, or the board of directors.  1.2.3 B. OUTSIDE AUDITOR 1. As necessary,
consider  with  management  and the outside  auditor the rationale for employing
audit firms other than the principal outside auditor.  2. Recommend to the board
of directors the outside  auditor to be nominated,  approve the  compensation of
the outside auditor, and, as necessary,  review and approve the discharge of the
outside  auditor.  3. Take reasonable  steps to confirm the  independence of the
outside  auditor,  which shall include (a) ensuring  receipt on a periodic basis
from  the  outside   auditor  a  formal  written   statement   delineating   all
relationships  between the  outside  auditor and the  company,  consistent  with
Independence Standards Board Standard No. 1, (b) actively engaging in a dialogue
with the outside auditor with respect to any disclosed relationships or services
that may impact the objectivity and independence of the outside auditor, and (c)
as  necessary,  taking,  or  recommending  that  the  board of  directors  take,
appropriate  action to satisfy  itself of or  oversee  the  independence  of the
outside  auditor.

4.       In performing Item 3 above,  the audit committee shall consider whether
the outside auditor's  provision of financial systems design and  implementation
services and any other non-audit services is compatible with the independence of
the outside auditor.  C. AUDIT PROCESS AND RESULTS 1. Consider,  in consultation
with the outside auditor,  the audit scope and plan of the internal auditors and
the outside auditor.  2. Review with the outside auditor the coordination of the
audit effort to assure completeness of coverage, reduction of redundant efforts,
and the  effective  use of audit  resources.  3.  Consider  and review  with the
outside auditor:

                  a. The adequacy of the company's  internal controls  including
computerized information system controls and security.

                  b. Any related significant findings and recommendations of the
outside auditor together with management's responses thereto.

                  c. The  matters  required  to be  discussed  by  Statement  on
Auditing  Standards  No. 61, as the same may be modified and  supplemented  from
time to time. 4. Review and discuss with  management and the outside  auditor at
the completion of the annual examination:

                  a. The  company's  audited  financial  statements  and related
footnotes.

                  b. The outside auditor's audit of the financial statements and
their report thereon.

                  c. Any significant  changes required in the outside  auditor's
audit plan.

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                  d.  Any  serious  difficulties  or  disputes  with  management
encountered during the course of the audit.

                  e. Other matters related to the conduct of the audit which are
to be communicated to the committee under generally accepted auditing standards.

5.       Consider and review with management:

                  a.  Significant  findings  during  the year  and  management's
responses thereto.

                  b. Any  difficulties  encountered in the course of the outside
auditor's  audits,  including  any  restrictions  on the scope of their  work or
access to required information.

                  c. Any  changes  required  in the  planned  scope of the audit
plan.

6.       Inquire of management and the outside auditor about  significant  risks
or exposures and assess the steps management has taken to minimize such risks to
the  company.  7. Meet with the  outside  auditor  and  management  in  separate
executive  sessions to discuss any matters  that the  committee  or these groups
believe should be discussed privately with the audit committee.

1.2.4    D.       SECURITIES AND EXCHANGE COMMISSION FILINGS

         1. Review filings with the Securities and Exchange Commission and other
published  documents  containing the company's financial  statements.  2. Review
with  management and the outside  auditor the interim  financial  reports before
they are  released  to the  public or filed  with the  Securities  and  Exchange
Commission.  3.  Review  and  approve  the report  required  by the rules of the
Securities and Exchange  Commission to be included in the company's annual proxy
statement.

2        E.       INTERNAL CONTROLS AND LEGAL MATTERS

         1.  Review  the  company's  policies  and  procedures  with  respect to
officers'  expense  accounts and  perquisites,  including their use of corporate
assets,  and  consider  the  results of any review of these areas by the outside
auditor.  2. Review legal and regulatory matters that may have a material impact
on the financial statements and review related company compliance  policies.  3.
Review and approve material related party transactions.

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