EXHIBIT 3.2

                           QUINTEK TECHNOLOGIES, INC.

                                    BYLAWS

ARTICLE  1 - OFFICES

The principal office of the Corporation is located at 537 Constitution Ave.
Suite B, Camarillo, CA 93012. The Corporation may have other such offices,
either within or outside of  the State of California, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.


ARTICLE  2 - SHAREHOLDERS

2.1  Annual Meeting:

The annual meeting of the shareholders shall be held on the 14th of January
each year, beginning with the year 2001, at the hour of 9:00 am., for the
purpose of electing Directors and for the transaction of such other business
as may come before the meeting.  If the day fixed for the annual meeting is a
legal holiday in the State of California, such meeting shall be held on the
next succeeding business day.  If the election of Directors is not held on the
day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as
conveniently possible.

2.2  Special Meetings:

Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by the
Board of Directors.

2.3  Place of Meeting:

The Board of Directors may designate any place, either within or outside of
the State of California, unless otherwise prescribed by statute, as the place
of meeting for any annual meeting or for any special meeting.  A waiver of
notice signed by all shareholders entitled to vote at a meeting may designate
any place, either within or without the State of California, unless otherwise
prescribed by statute, as the place for the holding of such meeting.  If no
designation is made, the place of meeting shall be the principal office of the
Corporation.

2.4  Notice of Meeting:

Written notice stating the place, day, and hour of the meeting and, in case of
a special meeting, the purpose or purposes for which the meeting is called,
shall unless otherwise prescribed by statute, be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the United States
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Mail, addressed to the shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.

2.5  Closing of Transfer Books of Existing Record:

For the purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock transfer books shall
be closed for a stated period, but not to exceed in any case fifty (50) days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of share-holders,
such books shall be closed for at least ten (10) days immediately preceding
such meeting.  In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than
thirty (30) days and, in case of a meeting of shareholders, not less than ten
(10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.  When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

2.6  Voting Lists:

The officer or agent having charge of the stock transfer books for shares of
the Corporation shall make a complete list of the shareholders entitled to
vote at each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
Such list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole
time of the meeting for the purposes thereof.

2.7  Quorum:

A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders.  If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
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noticed.  The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

2.8  Proxies:

At all meetings of shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized attorney-in-
fact.  Such proxy shall be filed with the secretary of the Corporation before
or at the time of the meeting. A meeting of the Board of Directors may be had
by means of a telephone conference or similar communications equipment by
which all persons participating in the meeting can hear each other, and
participation in a meeting under such circumstances shall constitute presence
at the meeting.

2.9  Voting of Shares:

Shareholders shall be entitled to one vote for each share of  Class "A" Common
stock held in his or her own name, whether represented in person or by proxy.
Voting rights for Preferred stock shall be in accordance with the terms and
conditions designated for each class of Preferred stock issued.

2.10  Voting of Shares by Certain Holders:

Shares standing in the name of another Corporation may be voted by such
officer, agent, or proxy as the Bylaws of such Corporation may prescribe or,
in the absence of such provision, as the Board of Directors of such
Corporation may determine.  Shares held by an administrator, executor,
guardian, or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name.  Shares standing in the name
of a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name.  Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name, if authority to
do so be contained in an appropriate order of the court by which such receiver
was appointed.  A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.  Shares of its own stock belonging to the Corporation shall not
be voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.

2.11  Informal Action by Shareholders:

Unless otherwise provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of
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the shareholders, may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.


ARTICLE  3 - BOARD OF DIRECTORS

3.1  General:

A Board of Directors shall be chosen by the shareholders to manage the
Corporation. The Board shall control all of the business and affairs of the
Corporation, and shall exercise all the powers that may be exercised or
performed by the Corporation, under the statutes, the Articles of
Incorporation, and the Bylaws. Such management shall be by equal vote of each
member of the Board of Director with each Director having an equal vote.

3.2  Number, Tenure, and Qualifications:

The number of directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one (1). Each director shall
hold office until the director's elected term is complete, unless otherwise
terminated early as a result of resignation or removal for cause by a
unanimous vote of the other directors. The term of each Director shall be for
three (3) years unless otherwise designated by majority vote of the Board of
Directors. Directors may be elected to successive terms, with the beginning of
a new term starting at the conclusion of a previous term or prior to
conclusion of a previous term.

Vacancies on the board of Directors by reason of death, resignation or other
cause, shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.

3.3  Regular Meetings:

A regular meeting of the Board of Directors shall be held without other notice
than this Bylaw shortly before and/or after the annual meeting of
shareholders. The Board of Directors may provide by resolution the time and
place for the holding of additional regular meetings without notice other than
such resolution.

3.4  Special Meetings:

Special meetings of the Board of Directors may be called by or at the request
of the President or any two directors.  The person or persons authorized to
call special meetings of the Board of Directors may designate the place for
holding the meeting.
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3.5  Notice:

Notice of any special meeting shall be given at least one (1) day previous
thereto by written notice delivered personally or mailed to each director at
his business address, or by telegram.  If mailed, such notice shall be deemed
to be delivered when deposited in the United States Mail so addressed, with
postage thereon prepaid.  If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph
company. Any directors may waive notice of any meeting.  The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened.

3.6  Quorum:

A majority of the number of directors fixed by Section 3.2 of this Article 3
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

3.7  Manner of Acting:

The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

3.8  Action Without a Meeting:

A resolution, in writing, signed by all or a majority of the members of the
Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting. It shall be the duty of
the Secretary to record every such resolution in the Minute Book of the
corporation under its proper date.

3.9  Vacancies:

Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board of Directors, unless otherwise provided by law.  A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.  Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.
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3.10  Compensation:

By resolution of the Board of Directors, each director may be paid his
expenses, if any, for attendance at each meeting of the Board of Directors and
may be paid a stated salary,  as director or a fixed sum for attendance at
each meeting of the Board of Directors or both.  No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Compensation may be made in the form of cash,
stock, warrants, or stock options.

3.11  Presumption of Assent:

A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in
the minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.


ARTICLE  4  - OFFICERS

4.1  Number:

The officers of the Corporation shall be a President, one or more Vice-
Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors,
including a Chairman of the Board.  In its discretion, the Board of Directors
may leave unfilled, for any such period as it may determine, any office except
those of President and Secretary.  Any two or more offices may be held by the
same person, except for the offices of President and Secretary which may not
be held by the same person.  Officers may be directors or shareholders of the
Corporation.

4.2  Election and Term of Office:

The officers of the Corporation to be elected by the Board of Directors shall
be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders.  If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be.  Each officer shall hold
office until his successor shall have been duly elected and shall have
qualified, or until his death, or until he shall resign, or shall have been
removed in the manner hereinafter provided.
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4.3  Removal:

Any officer or agent may be removed by the Board of Directors whenever, in its
judgment, the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights, and such appointment shall be terminable at
will.

4.4  Vacancies:

A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise, may be filled by the Board of Directors for
the unexpired portion of the term.

4.5  President:

The President shall be the principal executive officer of the Corporation and,
subject to the control of the Board of Directors, shall in general supervise
and control all of the business and affairs of the Corporation.  He shall,
when present, preside at all meetings of the shareholders and of the Board of
Directors, unless there is a Chairman of the Board in which case the Chairman
shall preside.  He may sign, with the Secretary or any other proper officer of
the Corporation thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds, contracts, or
other instruments which the Board of Directors has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer
or agent of the Corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.

4.6  Vice President:

In the absence of the President or in event of his death, inability, or
refusal to act, the Vice President shall perform the duties of the President
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the President.  The Vice-President shall perform such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.  If there is more than one Vice-President, each Vice-
President shall succeed to the duties of the President in order of rank as
determined by the Board of Directors  If no such rank has been determined,
then each Vice President shall succeed to the duties of the President in order
of date of election, the earliest date having the first rank.
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4.7  Secretary:

The Secretary shall:

4.7.1  Keep the minutes of the proceedings of the shareholders and of the
Board of Directors in one or more minute books provided for that purpose;

4.7.2  See that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law;

4.7.3  Be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the Corporation under its seal
is duly authorized;

4.7.4  Keep a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder;

4..7.5  Sign with the President certificates for shares of the Corporation,
the issuance of which shall have been authorized by resolution of the Board of
Directors;

4.7.6  Have general charge of the stock transfer books of the Corporation; and

4.7.7  In general perform all duties incident to the office of the Secretary
and such other duties as from time to time may be assigned by the President or
by the Board of Directors.

4.8  Treasurer:

The Treasurer shall:

4.8.1 Have charge and custody of and be responsible for all funds and
securities of the Corporation;

4.8.2  Receive and give receipts for moneys due and payable to the Corporation
from any source whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies, or other depositories as shall be
selected in accordance with the provisions of Article VI of these Bylaws; and

4.8.3  In general, perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned by the
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President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of duties in such
sum and with such sureties as the Board of Directors shall determine.

4.9  Salaries:

The salaries of the officers shall be fixed from time to time by the Board of
Directors, and may be changed from time to time by a majority vote of the
Board. No officer shall be prevented from receiving such salary by reason of
the fact that he is also a director of the Corporation.

4.10 Resident Agent

The resident agent shall be in charge of the corporation's registered office
in the State of Nevada, upon whom process against the corporation may be
served and shall perform all duties required of him by statue.

4.11 Other Officers

The Board of Directors may appoint such other officers and agents, as it shall
deem necessary or expedient, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors.


ARTICLE  5 - INDEMNITY

5.1  Indemnity of Directors, Officers, and Employees:

The Corporation shall indemnify its directors, officers and employees as
follows:

5.1.1  Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with
any proceeding to which he may be made a party, or in which he may become
involved, by reason of his being or having been a director, officer, employee,
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust, or enterprise, or any settlement thereof,
whether or not he is a director, officer, employee, or agent at the time such
expenses are incurred, except in such cases wherein the director, officer, or
employee is adjudged guilty of willful misfeasance or malfeasance in the
performance of his duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the
Corporation.
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5.1.2  The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is
specifically permissible under applicable law.

5.1.3  The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article V.


ARTICLE  6 - CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1  Contracts:

The Board of Directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the Corporation, and such authority may be general or
confined to specific instances.

6.2  Loans:

No loans shall be contracted on behalf of the Corporation, and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.

6.3  Checks, Drafts, etc.:

All checks, drafts, or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by resolution of the
Board of Directors.

6.4  Deposits:

All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies,
or other depositories as the Board of Directors may select.

ARTICLE  7 - CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1  Certificates for Shares:

Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors.  Such certificates shall be
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signed by the President and by the Secretary or by such other officers
authorized by law and by the Board of Directors so to do, and sealed with the
corporate seal.  All certificates for shares shall be consecutively numbered
or otherwise identified.  The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation.  All
certificates surrendered to the Corporation for transfer shall be canceled,
and no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed, or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

7.2  Transfer of Shares:

Transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares.  The person in whose name shares stand on
the books of the Corporation shall be deemed by the Corporation to be the
owner thereof for all purposes.


ARTICLE  8 - FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January and
end on the 30th  day of  December each year.


ARTICLE  9 - DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law, additional agreements, and its Articles of
Incorporation.


ARTICLE  10 - CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the Corporation, the
State of incorporation and the words, "Corporate Seal".
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ARTICLE  11 - WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given
to any shareholder or director of the Corporation under the provisions of
these Bylaws, or under the provisions of the Articles of Incorporation, or
under the provisions of the applicable Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.


ARTICLE  12 - AMENDMENTS

These Bylaws may be altered, amended, or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.  The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the _________________ day of
____________________, 1999


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                      CERTIFIED TO BE THE BYLAWS OF:

                        QUINTEK TECHNOLOGIES, INC.




By: ________________________________              __________________________
      Secretary                                      Date







                              CORPORATE SEAL:


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