SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                           Filed by the Registrant [X]
                 Filed by a Party other than the Registrant [ ]

                           Check the appropriate box:
         [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
                          Commission Only (as permitted
                              by Rule 14a-6(e)(2))
                         [X] Definitive Proxy Statement

                       [ ] Definitive Additional Materials

        [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                           QUINTEK TECHNOLOGIES, INC.
                         -------------------------------
                (Name of Registrant as Specified in Its Charter)

               Payment of Filing Fee (Check the appropriate box):

                              [X] No fee required.

                  [ ] Fee computed on table below per Exchange
                         Act Rules 14a-6(i)(1) and 0-11.

       (1) Title of each class of securities to which transaction applies:
 -------------------------------------------------------------------------------

        (2) Aggregate number of securities to which transaction applies:
 -------------------------------------------------------------------------------

      (3) Per unit  price  or other  underlying  value of  transaction  computed
 pursuant  to  Exchange  Act Rule 0-11 (Set forth the amount on which the filing
 fee is calculated and state how it was determined):
 -------------------------------------------------------------------------------

              (4) Proposed maximum aggregate value of transaction:
 -------------------------------------------------------------------------------
                               (5) Total fee paid:

 -------------------------------------------------------------------------------
               [ ] Fee paid previously with preliminary materials.

 [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
 0-11(a)(2)  and  identify  the  filing  for which the  offsetting  fee was paid
 previously. Identify the previous filing by registration statement  number,  or
 the Form or Schedule and the date of its filing.

                           (1) Amount Previously Paid:

 -------------------------------------------------------------------------------
                (2) Form, Schedule or Registration Statement No.:

 -------------------------------------------------------------------------------
                                (3) Filing Party:

 -------------------------------------------------------------------------------
                                 (4) Date Filed:

 -------------------------------------------------------------------------------


                                     Page 1


May 24, 2004


Dear Shareholder:

You are  cordially  invited  to attend the Annual  Meeting  of  Shareholders  of
Quintek  Technologies,  Inc. to be held at 10:00 a.m.,  June 30, at Holiday Inn,
450 East Harbor Boulevard, Ventura, California 93001.

In connection with the Annual Meeting,  enclosed herewith is the Proxy Statement
and Proxy. Additionally,  enclosed find our Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2003. We are requesting  your approval of a number of
proposals which are very important to the Company's  future success.  Therefore,
whether or not you expect to attend the meeting in person, it is imperative that
your  shares  be voted at the  meeting.  At your  earliest  convenience,  please
complete,  date and sign the Proxy and return it in the  enclosed,  postage-paid
envelope furnished for that purpose.

Following the  consideration  of the proposals by the  shareholders,  management
will present a current report on the activities of the Company.  At the meeting,
we will welcome your comments on or inquiries  about the business of the Company
that would be of interest to shareholders generally.

I look forward to seeing you at the Annual Meeting. In the meantime, please feel
free to contact me with any questions you may have.


Sincerely,

/s/ Robert Steele
----------------------
Robert Steele
Chairman  and  Chief  Executive Officer



                                     Page 2


                           QUINTEK TECHNOLOGIES, INC.
                            -------------------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 30, 2004
                            -------------------------

To Our Shareholders:


The Annual Meeting of Shareholders of Quintek  Technologies,  Inc., a California
corporation  (the  "Company"),  will be held at 10:00 a.m.,  June 30,  2004,  at
Holiday  Inn,  450 East  Harbor  Boulevard,  Ventura,  California  93001 for the
following purposes:


1.       The election of Robert Steele and Andrew Haag as Directors;


2.       To act upon a proposal to ratify the  appointment  of Kabani & Company,
         Inc.,   Certified  Public   Accountants,   as  the  independent  public
         accountants of the Company for fiscal 2004;


3.       To act upon an amendment to increase the number of authorized shares of
         Common Stock to  200,000,000,  and to increase the number of authorized
         shares of Preferred Stock to 50,000,000;

4.       To act upon an amendment to authorize  the Board of Directors to divide
         the  Preferred  Stock into any  number of  classes  or series,  fix the
         designation  and  number of shares  of each such  series or class,  and
         alter or determine the rights, preferences, privileges and restrictions
         of each class or series of Preferred Stock not yet issued;

5.       To act upon an  amendment  to  authorize  a quorum for any  shareholder
         meeting to be at least one third (1/3) of the shares entitled to vote;

6.       To approve and adopt the Quintek  Technologies,  Inc. 2004 Stock Option
         Plan; and

7.       To transact such other  business as may properly come before the Annual
         Meeting and any and all adjournments thereof.

The Board of  Directors  has fixed the close of  business on May 14, 2004 as the
record date for the determination of shareholders  entitled to notice of, and to
vote at, the Annual Meeting and any and all adjournments thereof.

You are  cordially  invited to attend the meeting in person.  Whether or not you
expect to attend the meeting in person,  please promptly mark, sign and date the
enclosed proxy and return it in the envelope provided for that purpose.

By Order of the  Board  of  Directors,

/s/  Robert Steele
-------------------------
ROBERT STEELE
Chairman  and  Chief  Executive  Officer

                                     Page 3


                           QUINTEK TECHNOLOGIES, INC.
                             ----------------------
                                 PROXY STATEMENT
                                ----------------

                 SOLICITATION OF PROXY, REVOCABILITY AND VOTING

GENERAL


The  enclosed  proxy is solicited on behalf of the Board of Directors of Quintek
Technologies,  Inc., a California  corporation (the  "Company"),  for use at the
2004 Annual Meeting of Shareholders (the "Annual Meeting"),  to be held at 10:00
a.m., on June 30, 2004.


Only  holders  of Common  Stock of record at the close of  business  on Masy 14,
2004,  will be  entitled  to notice of and to vote at the Annual  Meeting.  Each
share of Common  Stock is entitled to one vote on all matters to come before the
Annual  Meeting.  On May 14, 2004, the record date for the Annual  Meeting,  the
Company had issued and  outstanding  48,884,994  shares of Common Stock,  no par
value ("Common Stock").


The  Company's  principal  executive  offices  are  located at 537  Constitution
Avenue, Suite B, Camarillo, California 93012. The approximate date on which this
Proxy Statement and the accompanying  proxy are first being sent to shareholders
is May 24, 2004.


QUORUM  AND  VOTING

The presence,  in person or by proxy,  of the holders of a majority of the votes
entitled to be cast by the shareholders entitled to vote generally at the Annual
Meeting is  necessary  to  constitute  a quorum.  Votes  withheld  for  director
nominees and  abstentions on the other  proposals to be considered at the Annual
Meeting will be counted in  determining  whether a quorum has been reached,  but
the failure to execute and return a proxy will result in a shareholder not being
considered present at the meeting. The holders of the Common vote on all matters
to be  submitted  to  shareholders  at the  Annual  Meeting.  If a quorum is not
present  at the  Annual  Meeting,  we expect  that the  Annual  Meeting  will be
adjourned or postponed to solicit additional proxies.

Assuming the presence of a quorum,  generally  the adoption of a proposal by the
shareholders requires the affirmative vote of the holders of at least a majority
of all  shares  casting  votes in  person  or by proxy  at the  Annual  Meeting.
Directors are elected by a plurality,  and the two nominees who receive the most
votes will be elected.  Abstentions and broker  non-votes will not be taken into
account to determine the outcome of the election of directors or the approval of
any  proposal.  Approval  of all of the  remaining  proposals  will  require the
affirmative  vote of the  holders of at least a majority  of all shares  casting
votes in person or by proxy at the Annual  Meeting.  Only  shares  affirmatively
voted for a proposal,  including  properly  executed proxies that do not contain
voting  instructions,  will be counted  as  favorable  votes for that  proposal.
Brokers who hold shares of stock in street name for  customers  and who indicate
on a proxy that the broker does not have  discretionary  authority to vote those
shares as to a  particular  matter are referred to as broker  non-votes.  Broker
non-votes will have no effect in determining  whether a proposal will be adopted
at the Annual Meeting  although they would be counted as present for purposes of
determining the existence of a quorum.  Abstentions as to a particular  proposal
will have the same effect as votes against such proposal.

                                     Page 4


REVOCABILITY  OF  PROXIES

Shares represented by proxies, if properly signed and returned, will be voted in
accordance with the specifications  made thereon by the shareholders.  Any proxy
not  specifying to the contrary will be voted in favor of the adoption of all of
the  proposals  referred  to in the  Notice  of Annual  Meeting  and for the two
nominees  for  Director  listed  in Item 1 below.  A  shareholder  who signs and
returns a proxy may  revoke it any time  before it is voted by the  filing of an
instrument  revoking it or a duly  executed  proxy bearing a later date with the
Secretary of the Company.  Your mere  attendance at the Annual  Meeting will not
revoke your proxy.

SOLICITATION

The cost of soliciting  proxies will be borne by the Company.  Such solicitation
will be  made by mail  and may  also be made on  behalf  of the  Company  by the
Company's Directors, officers or employees in person or by telephone,  facsimile
transmission or telegram.


SECURITY OWNERSHIP

COMMON STOCK

The following table sets forth, as of December 1, 2003, the beneficial ownership
of the Common Stock of each of the Company's  directors  and executive  officers
and any beneficial  owner of more than five percent of the Common Stock, as well
as by the Company's  directors and executive officers as a group.  Except as set
forth below,  the Company is not aware of any beneficial owner of more than five
percent of the Common Stock. Except as otherwise indicated, the Company believes
that  the  beneficial  owners  of  the  Common  Stock  listed  below,  based  on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.

On December 1, 2003, 48,884,994 shares of our common stock were outstanding.

                                                   Shares Owned
Shareholder                                    Number       Percent

Robert Steele, President, CEO and Chairman     400,000      0.82%

Andrew Haag, CFO, Director                           0      0.00%

Zubair Kazi (3)                              4,428,572      9.06%

Kurt Kunz, VP Engineering (1) (2)              924,428      1.89%

All directors as a group  (2 persons)          400,000      0.82%

(1) These shares and options are  beneficially  owned equally by Kurt Kunz,  his
wife, Teresa, and their children.

(2) Includes  warrants to purchase 350,000 shares of restricted  common stock at
$1.00 per share within 60 days after June 30, 2003

(3) Includes 1,428,572 shares owned by Kazi Management VI, Inc., an affiliate of
Mr. Kazi.


                                     Page 5

EXECUTIVE COMPENSATION

None of our executive  officers received a total annual salary and bonus of more
than $100,000 for the year ended June 30, 2003. The following  table  summarizes
the yearly  compensation  of our past and current  President for the three years
ended June 30, 2003.



          ----------------- Annual Compensation ------------------      ---------- Long Term Compensation----------
                                                                                        Securities
                                            Other Annual               Restricted       Underlying        All Other
Name              Year              Salary  Compensation (3)           Stock Awards     Options          Compensation
                                                                                       
Tom Sims          FY2003 (1)        $19,400          $1,570                 --              --               --
President         FY2002            $19,500          $6,106             $ 68,000 (4)        --               --
                  FY2001            $60,000            --                   --              --               --

Robert Steele     FY2003 (2)        $30,000          $2,500                 --              --               --
President

Notes:

1) Represents  compensation received by Sims while serving as our President from
6/30/02 to 1/31/03.

2)  Represents  compensation  received by Steele while  serving as our President
from 2/1/03 to 6/30/03.

3) These amounts  represent the Company's  payments to provide an automobile and
health insurance for Mr. Sims and Mr. Steele.

4) This  represents  an issuance of 200,000  shares of  restricted  common stock
valued at $0.06 per share and 800,000  shares of restricted  common stock valued
at $0.07 per share to or for the benefit of Tom Sims.

No Stock Options Were Granted in Fiscal 2003

Quintek  did not  grant  any  stock  options  or stock  appreciation  rights  or
Long-Term Incentive Plan Awards to its officers or employees, in the fiscal year
ended June 30, 2003.

Aggregated 2001 Option Exercises and Year-End Values

The following  table  summarizes the number and value of all  unexercised  stock
options held by Mr. Sims and Mr. Steele at June 30, 2003. No stock  appreciation
or similar  rights were exercised  during or remained  outstanding at the end of
Fiscal 2003.


                                    Number of Securities Underlying             Value of Unexercised In-the-
                                    Unexercised Options/SARs at FY-End (#)      Money Options/SARs at FY-End ($)

Name              Shares            Value
                  Acquired on       Realized         Exercisable/Unexercisable          Exercisable/Unexercisable
                  Exercise
                                                                                
Tom Sims              0                 $0                285,000*/0                        $0/$0**

Robert Steele         0                 $0                0/0                               $0/$0**

* Includes  options and shares  granted to Catherine Sims who is the wife of Tom
Sims.
** Based on a  closing  bid price on the OTC  Bulletin  Board on June 30,
2003.
                                     Page 6

EXECUTIVE EMPLOYMENT AGREEMENTS

On January 31, 2003,  the Company  entered  into an  Employment  Agreement  with
Robert Steele to become our President and Chief  Executive  Officer for a period
of five years ending  January 31, 2008,  with a salary of $6,000 per month.  Mr.
Steele's  salary remains  unchanged  until such time as the Company's  quarterly
gross revenue (as determined by its regular  accountants)  shall exceed or equal
the sum of $300,000.  Should this occur,  his salary for the  following  quarter
shall be increased to $9,000 per month. At such time as the Company's  quarterly
gross  revenue  shall  exceed or equal the sum of  $600,000,  his salary for the
following  quarter shall be increased to $12,000 per month;  and at such time as
the Company's quarterly gross revenue shall exceed or equal the sum of $600,000,
his salary for the  following  quarter  shall be increased to $12,000 per month;
and at such time as the Company's  quarterly gross revenue shall exceed or equal
the sum of $900,000,  his salary for the following quarter shall be increased to
$15,000 per month . However,  if the quarterly gross revenue decreases below the
benchmark  levels  described,  Mr.  Steele's  salary  shall be  decreased to the
corresponding  monthly salary.  Mr. Steele  receives an automobile  allowance of
$500 per month and all other  benefits  provided to other  full-time  employees.
Additionally,  he is eligible for 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 he will not receive any bonus;
but if it equals or exceeds  six (6%)  percent,  then he will be paid a bonus of
three (3%) percent of Recast  Profits  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,  he will  receive  an  additional  bonus of one (1%)  percent  of Recast
Profits,  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 Mr.  Steele would be
paid the sum of  $99,552  within  thirty  (30)  days.  For the  purposes  of the
agreement,  "Executive's  Compensation" is defined as Mr. Steele's  salary,  car
allowance and interest paid on Steele's loans (if any) to Quintek, as calculated
by  Quintek's  regular  accountant(s).  In  the  Employment  Agreement,  "Recast
Profits" was defined as net profits before  interest,  taxes,  depreciation  and
amortization (EBITDA), less Executive's Compensation, and "Recast Profit Margin"
was defined as the  quotient of Recast  Profits  divided by gross  revenue.  Mr.
Steele  received a grant of  1,000,000  shares of Series A Preferred  Stock upon
execution  of the  Employment  Agreement,  and Quintek  agreed to sell stock (or
grant to Mr.  Steele  rights to purchase  additional  shares of common stock) at
$0.03 per share such that,  including all options or shares previously issued to
or purchased by Mr.  Steele,  he 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 of Quintek,  on a  fully-diluted
basis after taking into account the  issuance of such  additional  shares to Mr.
Steele and  assuming  the  issuance  of all other  shares  subject to  currently
outstanding  options or  warrants.  The  Employment  Agreement  states  that the
agreement(s)  specifically  granting the shares to be  purchased by Mr.,  Steele
will have, at minimum,  new  termination  and  repurchase  provisions,  with the
termination  provisions to be consistent  with new  termination  and  repurchase
provisions  set forth in this  Agreement.  The  agreement(s)  also will  contain
provisions  providing Mr., Steele with pre-emptive rights to purchase additional
shares of common stock under certain circumstances. Options to Mr., Steele 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)

                                     Page 7


year  anniversary of Steele's  Employment  Agreement for the following three (3)
years.  In the  event  of a  sale  of  Quintek,  termination  of the  Employment
Agreement by the Company,  or any other event that may impede Quintek's  ability
to fulfill its obligations under the Employment  Agreement,  all options will be
immediately vest. The Employment 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 the  Employment
Agreement,  and  Quintek  shall  take all steps  necessary  to ensure  that such
corporation  or  transferee  is  bound  by  the  provisions  of  the  Employment
Agreement.

                                     Page 8


                                     ITEM 1

                              ELECTION OF DIRECTORS
                             -----------------------

(Item 1 on Proxy Card)

The shareholders  are being asked to elect two directors,  who will comprise the
entire Board of Directors of the Company, to serve until the next annual meeting
of shareholders or until their successors are duly elected and qualified. All of
the nominees are current members of the Board of Directors.

Although  the Board of  Directors  has no reason to believe any of the  nominees
will be unable to accept such nomination,  if such should occur, proxies will be
voted (unless marked to the contrary) for such substitute person or persons,  if
any, as shall be  recommended by the Board of Directors.  However,  proxies will
not be voted for more than two  Directors.  Shareholders  who do not wish  their
shares to be voted for a particular  nominee may so direct in the space provided
in the proxy card.

The Board of Directors has  nominated,  and  recommends the election of, the two
persons  listed  below to serve  as  Directors  of the  Company.  The  following
information  is  furnished  with  respect  to each  nominee  for  election  as a
Director:


 Name                      Age      Position(s) with  the  Company
 -----------------   -----------    --------------------------------------

Robert Steele              37       Chief  Executive  Officer, President,
                                    Chairman of the Board of Directors


Andrew Haag                35       Chief Financial Officer,
                                    Director

Robert Steele has been the Company's Chief  Executive  Officer,  President,  and
Chairman of the Board of Directors  since  January 30, 2003. He was a consultant
to the Company from  December  16, 2002.  From May 1999 through June 2001 he was
the  founder  and Chief  Executive  Officer  of iBrite,  a wireless  information
software  company whose  software  products  enable  customers to deploy complex
content such as engineering  technical  manuals and sales literature and pricing
to small mobile  devices such as PDAs. Mr. Steele  provided the initial  product
design and assembled and led the team that: created a wireless / mobile software
company and raised two rounds of  financing  totaling  $4.5  Million;  developed
business  plans and  financial  models  including  detailed  sales &  marketing,
forecasting,  budgeting,  competitive analysis and market positioning within the
wireless  industry;  established  contractual  partnerships  with AOL and Global
Knowledge,  a  $400M  training  company;  and  created  iBrite's  Wireless  iDNA
Architecture.  iBrite  filed three  patents  based on Mr.  Steele's  designs and
released  eight  software  products.  From September 1988 through April 1998 Mr.
Steele served as Corporate  Vice President & Chief  Technology  Officer for CADD
Microsystems,  Inc. (CMI),  currently the leading provider of AutoDesk  Computer
Aided Design  software,  consulting,  training and  integration  services in the
Washington,  DC  Metropolitan  Area. Mr. Steele sold and supervised  significant
consulting  contracts  with  clients  such as Lucent  Technologies,  Long Airdox
Mining  (Division of the Fortune 500 Marmon Group),  ABB, GSA (General  Services
Administration),   FAA  (Federal  Aviation  Administration)  and  NRO  (National
Reconnaissance  Office).Mr.  Steele received a Bachelor of Science in Electronic
and Computer Engineering from George Mason University in 1988.

                                     Page 9


Andrew Haag has been the Company's Chief Financial  Officer and a Director since
January 31, 2003.  Prior to that,  from  December  2002,  he was employed by the
Camelot Group, Inc., an investment banking firm, to assist its corporate clients
on capital structure,  the structure of PIPE transactions and the preparation of
offering documents. From May, 2001, Mr. Haag was employed by Aquasearch, Inc., a
publicly held company,  where he raised  significant funds from private sources,
advised  its  CEO  on  strategic  business   development  issues,   successfully
negotiated  several  contracts  to benefit the  company.  Mr.  Haag  assisted in
drafting corporate business plan, terms of investment,  press releases and other
corporate  documents.  From  November 1998 through April 2001 he was employed by
Nutmeg Securities, Ltd., where he advised institutional and individual clientele
on corporate offerings and equity trading, and performed corporate advisory work
for both public and private  companies.  From June 1998 through October 1998 Mr.
Haag was a Managing  Director of Waldron & Co. Inc., an investment  bank located
in Irvine, CA.

From 1992 through 1998 Mr. Haag was employed by Auerbach,  Pollak &  Richardson,
investment  bankers,  located in Stamford,  CT and Beverly Hills,  CA, rising to
Managing Director, where he: assisted in the development of the firm, attracting
and  referring  new hires and clients to all  offices;  developed a national and
international  client base for the firm that  participated  in a majority of the
firm's corporate  offerings;  set up and managed road shows for firm's corporate
clientele;  attracted a wide  variety of  corporate  clientele;  assisted in the
structuring  and funding of offerings  for  corporate  clientele;  and increased
visibility of the firm through  networking of research and  offerings.  Mr. Haag
attended the University of Maine and CUNY Hunter College.

Cumulative voting rights exist with respect to the election of Directors.  Under
the cumulative  voting method,  a shareholder  may multiply the number of shares
owned by the  number of  directors  to be elected  and cast the total  number of
votes for any one  candidate  or  distribute  the  total  number of votes in any
proportion  among as many  candidates as the  shareholder  desires.  However,  a
shareholder may not cumulate votes for a candidate  unless such candidate's name
has been placed in nomination  prior to the voting and unless a shareholder  has
given notice at the Annual  Meeting and prior to the voting of his  intention to
cumulate  his votes.  If any  shareholder  gives such notice,  all  shareholders
(including  those voting by proxy) may then cumulate their votes. The candidates
receiving  the  highest  number  of votes up to the  number of  directors  to be
elected will be elected.

THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION
OF ALL NOMINEES.

MEETINGS  OF  THE  BOARD  OF  DIRECTORS  AND  COMMITTEES

The Board of Directors  of the Company held a total of five (5) meetings  during
the fiscal year ended June 30, 2002 and eleven (11)  meetings  during the fiscal
year ended June 30, 2003 (including actions adopted by unanimous consent).  Each
member of the Board of Directors attended 100% of the aggregate of the number of
meetings of the Board and Board  Committees  of which he was a member during the
2002 fiscal year,  and 100% of said  meetings  during the 2003 fiscal year.  The
Company does not have a policy with regard to  director's  attendance  at annual
meetings.  The  Company's  Board of  Directors  has not created a procedure  for
shareholders to send  communications  to the Board since the Company's board and
management team is quite small and easily accessible.

The entirety of the Board of Directors serves as the Company's Audit Committee.

The Audit Committee of the Board of Directors  presently  consists of Mr. Steele
(Chairman) and Mr. Haag. It held no meetings during the 2002 fiscal year and has
held one (1) meeting during the 2003 fiscal year. The Audit Committee recommends
the  engagement  of the  Company's  independent  accountants  and  is  primarily

                                    Page 10

responsible  for approving the services  performed by the Company's  independent
accountants,  for reviewing and evaluating the Company's accounting  principles,
reviewing the independence of independent  auditors,  and reviewing the adequacy
and effectiveness of the Company's internal  controls.  See "Report of the Audit
Committee."

COMPENSATION OF DIRECTORS

Members of the Board of Directors do not currently receive any cash compensation
for serving on the Board of Directors or any Committee thereof.

DIRECTOR NOMINATION PROCESS

The Company  presently does not have a nominating  committee to select  nominees
for its Board of  Directors,  nor does it have a committee  performing a similar
function.  Robert Steele and Andrew Haag currently  comprise the entirety of the
Company's Board of Directors and each has  participated in the  consideration of
director  nominees.  Currently,  the Company believes that,  because the Company
cannot afford directors and officers liability insurance,  the Company could not
recruit  quality  nominees,  other than the current  directors,  to serve on the
Board of Directors.  No candidates have been put forth by shareholders,  nor has
the  Company  paid  a  third  party  to  assist  in  identifying  or  evaluating
prospective nominees.
                                     ITEM 2

               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
            --------------------------------------------------------

(Item 2 on Proxy Card)


The firm of  Kabani &  Company,  Inc.,  Certified  Public  Accountants  has been
selected  by the  Board  of  Directors  to serve  as the  Company's  independent
auditors  for fiscal year 2004.  The  shareholders  will be asked to ratify this
appointment at the Annual Meeting.  A representative of Kabani & Company,  Inc.,
Certified Public Accountants is expected to be present at the Annual Meeting and
will have the  opportunity  to make a statement if desired and is expected to be
available to respond to appropriate questions.

On March 15, 2004, the Company received a letter dated March 8, 2004 from Heard,
McElroy &Vestal LLP ("Heard McElroy"),  the the Company's  principal  accountant
for the fiscal year ended June 30, 2003  resigning as the Company's  independent
public  accountants.  The decision to resign by Heard  McElroy did not involve a
dispute with the Company over  accounting  policies or  practices.  On March 24,
2004,  the  Company   appointed  Kabani  &  Company,   Inc.,   Certified  Public
Accountants,  as its new independent public accountants.  The decision to retain
Kabani & Company, Inc., Certified Public Accountants,  was made by the Company's
Board of Dirctors.

     The reports of Heard McElroy on the Company's financial statements for each
of the years ended June 30, 2003 and 2002 did not contain an adverse  opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit scope or accounting principles.

     During the  Company's  two most recent  fiscal  years and through  March 8,
2004, there were no disagreements with Heard McElroy on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which disagreements if not resolved to Heard McElroy's satisfaction,
would have caused Heard McElroy to make  reference to the subject  matter of the
disagreement in connection with its reports on the financial statements for such
years,  except for the fact that Heard  McElroy,  in its report for the past two
fiscal years, has included an opinion that, due to the Company's lack of revenue
producing  assets  and  history of losses,  there is doubt  about the  Company's
ability to continue as a going concern.

                                    Page 11


     During the  Company's  two most recent  fiscal years and through  March 15,
2004, there have been no reportable  events (as defined in Item  304(a)(1)(v) of
Regulation S-K).


The following resolution  concerning the appointment of the independent auditors
will be presented to the shareholders at the Annual Meeting:

 RESOLVED,  that the appointment by the Board of Directors of the Company of

 Kabani & Company, Inc., Certified Public Accountants,  independent auditors, to
 examine  the books,  accounts  and  records of the  Company for the fiscal year
 ending June 30, 2004 is hereby ratified and approved.


The  affirmative  vote of a  majority  of the votes  cast by all  holders of the
outstanding  shares of Common Stock (with each share of Common Stock entitled to
one vote) is required for ratification of this proposal.

THE  BOARD  OF  DIRECTORS  UNANIMOUSLY   RECOMMENDS  THAT  YOU  VOTE  "FOR"  THE
RATIFICATION OF THE PROPOSAL SET FORTH ABOVE.


                                     ITEM 3

 APPROVAL OF AN AMENDMENT TO THE COMPANY`S ARTICLES OF INCORPORATION INCREASING
         THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND THE NUMBER
                     OF AUTHORIZED SHARES OF PREFERRED STOCK

                 -----------------------------------------------

(Item 3 on Proxy Card)

The Company's Articles of Incorporation  presently authorizes the issuance of up
to 50,000,000  shares of Common Stock and up to  10,000,000  shares of Preferred
Stock. The Board of Directors has approved a resolution which if approved by the
shareholders  would increase the number of authorized  shares of Common Stock to
200,000,000  and  the  number  of  authorized   shares  of  Preferred  Stock  to
50,000,000.

As of December 1, 2003, no shares of Preferred Stock are issued and outstanding.
However,  the sole type of preferred  stock  allowed to be issued by the current
Articles of Incorporation is, in the experience and judgment of management,  not
salable  to  investors  and is  unusable  by the  Company  in  its  attempts  to
restructure and finance the Company's liabilities.

As of December 2003,  the number of actually  issued and  outstanding  shares of
Common Stock is  48,884,994  which is slightly less than the number of shares of
Common  Stock which are  currently  authorized  (50,000,000)  by the Articles of
Incorporation.  Unfulfilled  commitments  of  issuance of  preferred  and common
shares consist of the following:

(A) The Company  committed to issue 1,008,654 shares of Series A Preferred Stock
in connection  with the conversion  $252,213 owed to employees.  The Company has
committed to issue one creditor  320,000  shares of Series A Preferred  stock in
connection  with the  conversion of $8,000 of past due monies owed.  The Company
has  committed  to grant the  holders of Series A  Preferred  Stock the right to
convert the shares into common stock on a one for one basis.

(B) The Company has  committed to issue  2,000,000  shares of Series B Preferred
Stock in connection with two executive  employment  agreements.  The Company has
committed to grant holders of the Series B Preferred Stock rights to convert the
shares into common stock on a one for one basis.

                                    Page 12


(C) The Company has  committed to issue 11 creditors  20,148  shares of Series C
Preferred stock in connection with the conversion  $20,148.16 of past due monies
owed. The Company has committed to grant holders of the Series C Preferred Stock
the rights to convert the shares into common stock on a twenty for one basis.

(D) The Company has committed to issue  shareholders  4,828,572 shares of common
stock and  2,642,857  three-year  warrants  to purchase  common  stock at prices
ranging from  $0.13-$0.175 in connection with consulting  services and financing
transactions made with these shareholders.

(E) The Company has committed to issue warrants to purchase  2,000,000 shares of
common stock in connection with completed purchase order financing agreements.

(F) The Company has  committed to issue  500,000  common  shares and warrants to
purchase 500,000 common shares in connection with consulting agreements.

(G) The  Company  has  committed  to issue up to  8,333,333  common  shares  and
warrants to purchase up to 8,333,333 common shares in connection with a $500,000
financing agreement.

All of these  commitments are part of the financing  efforts that management has
been pursuing to maintain  operations,  grow the Company,  retain  employees and
build shareholder value.

Based upon the foregoing outstanding shares, the Company currently has 1,115,006
shares of Common Stock and, practically  speaking,  no shares of Preferred Stock
remaining available for other purposes. The purpose of the proposed amendment is
to  authorize  a  sufficient  number of  additional  shares of Common  Stock and
utilizable Preferred Stock (in conjunction with the proposal described in Item 4
below) to provide the Company  with the  flexibility  to issue  Common Stock and
Preferred  Stock  for  a  variety  of  corporate  purposes,   such  as  to  make
acquisitions  through  the use of  shares,  to raise  equity  capital,  to issue
additional  warrants  or  options,  or to issue  shares  in lieu of debts or for
payment of services.  At this time, the Company has made  arrangements to issue,
subject to the approval of this  resolution,  approximately  3,348,802 shares of
Preferred  Stock,  convertible into 3,731,614 shares of Common Stock, in lieu of
approximately $280,361 of debts and services. Additionally, the Company has made
arrangements  to  issue,  subject  to the  approval  of this  resolution,  up to
13,661,905  shares of Common  Stock and  warrants to  purchase up to  13,476,190
shares of Common Stock.  As of December 1, 2003,  and assuming  approval of this
proposal,  there would be up to 27,138,095  shares of Common Stock  eligible for
future  issuance,  and 3,348,802  shares of Preferred  Stock eligible for future
issuance.  The  Board of  Directors  will  have  the  authority  to issue  these
authorized  shares of Common  Stock and  Preferred  Stock  from time to time for
proper corporate purposes without further  shareholder  approval unless required
by applicable law.  Shareholders  do not have preemptive  rights with respect to
the Common Stock. The issuance of Common Stock or securities,  which may include
Preferred  Stock so designated,  convertible  into Common Stock, on other than a
pro-rata basis, would result in the dilution of a present shareholder's interest
in the Company.

The Company has not  proposed the  increase in the  authorized  number of shares
with the intention of using the additional  shares for  anti-takeover  purposes,
although the Company could  theoretically  use the additional  shares to make it
more  difficult or to discourage  an attempt to acquire  control of the Company.
For example,  in the event of an attempt to take over control of the Company, it
may be  possible  for the  Company to  endeavor to impede the attempt by issuing
shares of the Common  Stock or voting  Preferred  Stock,  thereby  diluting  the
voting power of the other  outstanding  shares and increasing the potential cost
to acquire control of the Company. The proposed amendment may therefore have the

                                    Page 13


effect  of   discouraging   unsolicited   takeover   attempts.   By  potentially
discouraging  initiation of any such unsolicited  takeover attempt, the proposed
amendment may limit the opportunity for the Company's shareholders to dispose of
their shares at the higher price generally  available in takeover  attempts.  In
addition,  management  might use the additional  shares to resist or frustrate a
third-party  transaction  providing an above-market premium that is favored by a
majority of the independent shareholders. The Board of Directors is not aware of
any attempt to take  control of the Company and the Board of  Directors  has not
presented  this  proposal  with  the  intent  that it be  utilized  as a type of
anti-takeover  device.  At this time,  the  Company has no  additional  plans or
proposals to adopt other  provisions or enter into other  arrangements  that may
have material anti-takeover consequences.

The resolution to be considered by the  shareholders at the Annual Meeting reads
as follows:

  RESOLVED, that Paragraph A. of Article III of the Articles of Incorporation of
the Company shall be amended and restated to read in full as follows:

   "A. The total number of shares of all classes of stock which the  corporation
   shall  have  authority  to  issue  is  250,000,000   shares,   consisting  of
   200,000,000 shares of Common Stock,  without par value, and 50,000,000 shares
   of Preferred Stock, without par value."

Shareholder approval of this proposal is required under California law. Approval
of the  amendment to the  Company's  Articles of  Incorporation  increasing  the
number of  authorized  shares of Common Stock and Preferred  Stock  requires the
affirmative  vote of a majority of all votes cast by the holders of  outstanding
shares of Common Stock (with each share of Common  Stock  entitled to one vote).
If this proposal is adopted, it will become effective upon filing of Articles of
Amendment  with  the  Secretary  of  State  of  California   which  the  Company
anticipates filing immediately following the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS AMENDMENT
TO THE COMPANY`S  ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF
SHARES OF COMMON STOCK AND THE AUTHORIZED NUMBER OF SHARES OF PREFERRED STOCK.

                                     ITEM 4

                    APPROVAL OF AN AMENDMENT TO THE COMPANY`S
   ARTICLES OF INCORPORATION AUTHORIZING THE BOARD OF DIRECTORS TO DIVIDE THE
  PREFERRED STOCK INTO ANY NUMBER OF CLASSES OR SERIES, FIX THE DESIGNATION AND
      NUMBER OF SHARES OF EACH SUCH SERIES OR CLASS, AND ALTER OR DETERMINE
  THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF EACH CLASS OR SERIES
                       OF PREFERRED STOCK NOT YET ISSUED.
                 -----------------------------------------------

(Item 4 on Proxy Card)

The resolution to be considered by the  shareholders at the Annual Meeting reads
as follows:

  RESOLVED,  that  Paragraphs  B.  and C.  of  Article  III of the  Articles  of
Incorporation  of the Company  shall be amended,  restated  and replaced by only
Paragraph B. to read in full as follows:

   "B. The Board of Directors is authorized  to divide the Preferred  Stock into
any number of classes or  series,  fix the  designation  and number of shares of
each such  series or class,  and alter or  determine  the  rights,  preferences,
privileges and  restrictions  of each class or series of Preferred Stock not yet
issued to the fullest extent of California law."

                                    Page 14


The  Company  has  made  this  proposal  to  give  it the  corporate  tools  and
flexibility  needed to finance a growth-oriented  business.  The preferred stock
currently  authorized  by the  Company's  Articles of  Incorporation  permit the
issuance of a single class of stock with strict limitations that severely impair
the ability or  likelihood  of the Company  issuing and selling  such  preferred
stock  to  finance  the  Company's  growth  or  capital  needs as  necessary  or
desirable.  Potential  purchasers  of preferred  stock often desire the stock to
have  characteristics  or properties  that are currently  unavailable  under the
current Articles of  Incorporation.  Similarly,  the Company's capital needs and
other  circumstances  may demand  features in any preferred  stock it intends to
sell  which  are  also   absolutely   precluded  by  the  current   Articles  of
Incorporation.  In fact, it is unlikely that  preferred  stock allowed under the
current  Articles  of  Incorporation  would  be able to find any  purchasers  in
today's sophisticated and rapidly changing capital markets. Hence, this proposal
is needed to allow the Company to potentially  utilize the issuance of preferred
stock as a tool to assist the Company to raise capital. Further, as described in
the  discussion  of  proposed  Item  3  above,  the  Company  has  already  made
commitments,  contingent upon the vote of a majority of Company shareholders, to
issue  classes  of  preferred  stock in order to  convert  debt to equity and to
retain key employees,  all of which are part of the  restructuring  efforts that
management has been pursuing to maintain operations and build shareholder value.
None of these classes of preferred  stock can be issued  pursuant to the current
Articles of  Incorporation.  In the event that shareholders do not approve these
proposals the Company will be in default of these agreements and may not be able
to  renegotiate  terms  with  these  creditors,   thereby  creating  substantial
liabilities, or be able to retain key personnel.

Shareholder approval of this proposal is required under California law. Approval
of the  amendment to the Company's  Articles of  Incorporation  authorizing  the
Board of Directors to determine the series and properties of unissued  Preferred
Stock  requires  the  affirmative  vote of a  majority  of all votes cast by the
holders of  outstanding  shares of Common Stock (with each share of Common Stock
entitled to one vote).  If this  proposal is adopted,  it will become  effective
upon filing of an Amendment of the Articles of Incorporation  with the Secretary
of  State  of  California  which  the  Company  anticipates  filing  immediately
following the Annual Meeting.


THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS AMENDMENT
TO THE COMPANY`S ARTICLES OF INCORPORATION AUTHORIZING THE BOARD OF DIRECTORS TO
DIVIDE THE  PREFERRED  STOCK  INTO ANY  NUMBER OF  CLASSES  OR  SERIES,  FIX THE
DESIGNATION  AND  NUMBER OF SHARES  OF EACH SUCH  SERIES OR CLASS,  AND ALTER OR
DETERMINE THE RIGHTS, PREFERENCES,  PRIVILEGES AND RESTRICTIONS OF EACH CLASS OR
SERIES OF PREFERRED STOCK NOT YET ISSUED.


                                    Page 15


                                     ITEM 5

                    APPROVAL OF AN AMENDMENT TO THE COMPANY`S
   ARTICLES OF INCORPORATION AUTHORIZING A QUORUM FOR ANY SHAREHOLDER MEETING
         TO BE AT LEAST ONE THIRD (1/3) OF THE SHARES ENTITLED TO VOTE
                 -----------------------------------------------

(Item 5 on Proxy Card)

Section  602 of the  California  General  Corporation  Law states  that  "Unless
otherwise  provided in the articles,  a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders, but in no event shall a quorum consist of less than one-third ....
of the shares  entitled to vote at the  meeting...."  The Company's  articles of
incorporation  currently do not provide for a quorum  consisting  of less than a
majority of  shareholders;  thus,  currently a quorum for a shareholder  meeting
must  constitute  a  majority  of the  shares  entitled  to vote.  However,  the
Company's shares are currently rather widely distributed among a large number of
small  shareholders,  and even though notice of shareholder meeting are properly
and timely sent out to  shareholders  at addresses from current  shareholder and
NOBO lists,  it is sometimes  difficult for small public  companies (such as the
Company) to receive  enough  proxies and  shareholders  voting  their  shares in
person to form a quorum for the shareholder's meeting. In such event, a new time
and  location  for a  shareholder's  meeting must be set and new notices for the
meeting must be mailed again.  Preparing  initial proxy materials,  paying for a
meeting place,  and cost of mailing proxy  materials to  shareholders is a large
expense for the  Company,  i.e.  the cost of  preparation  of the current  proxy
preparation  materials,  mailing costs,  cost of meeting  facilities and cost of
time for parties attending the meeting.  Reducing the quorum amount to one-third
of the shares entitled to vote at the meeting will greatly reduce  (although not
eliminate) the  likelihood of not having a quorum for a meeting of  shareholders
and the necessity of having to reschedule another meeting,  with attendant extra
costs and delay, or even to abandon having such a meeting.

The resolution to be considered by the  shareholders at the Annual Meeting reads
as follows:

  RESOLVED,  that  a new  Article  VIII  shall  be  added  to  the  Articles  of
Incorporation of the Company to read in full as follows:

"Article VIII. A quorum for any shareholder  meeting shall be at least one third
(1/3) of the shares entitled to vote."

Shareholder approval of this proposal is required under California law. Approval
of the amendment to the Company's Articles of Incorporation authorizing a quorum
for any  shareholder  meeting  to be at least  one  third  (1/3)  of the  shares
entitled to vote requires the  affirmative  vote of a majority of all votes cast
by the holders of outstanding  shares of Common Stock (with each share of Common
Stock  entitled  to one vote).  If this  proposal  is  adopted,  it will  become
effective  upon filing of Articles of Amendment  with the  Secretary of State of
California which the Company anticipates filing immediately following the Annual
Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS AMENDMENT
TO THE  COMPANY`S  ARTICLES  OF  INCORPORATION  AUTHORIZING  A  QUORUM  FOR  ANY
SHAREHOLDER  MEETING TO BE AT LEAST ONE THIRD  (1/3) OF THE SHARES  ENTITLED  TO
VOTE.


                                    Page 16


                                     ITEM 6
                     APPROVAL OF THE 2004 STOCK OPTION PLAN
                            -------------------------
(Item 6 on Proxy Card)

The Company's  shareholders  are being asked to approve the Company's 2003 Stock
Option Plan, a copy of which is attached hereto as Appendix "A".

Plan Summary

The  following  description  of the 2004 Stock Option Plan is intended only as a
summary and is  qualified  in its entirety by reference to the 2003 Stock Option
Plan.

Purpose

The purpose of the 2004 Stock  Option Plan is to enhance the  profitability  and
value of the Company for the benefit of its stockholders principally by enabling
the  Company  to  offer  employees  and  consultants  of  the  Company  and  its
subsidiaries and non-employee directors of the Company stock-based incentives in
the  Company  in order to  attract,  retain  and  reward  such  individuals  and
strengthen the mutuality of interest  between such  individuals  and the Company
stockholders.

Eligibility

All  employees  and  consultants  of  the  Company  and  its   subsidiaries  and
non-employee  directors of the Company  designated  by the Board of Directors of
the Company to participate in the 2004 Stock Option Plan are eligible to receive
options under the 2004 Stock Option Plan.

Available Shares

If the proposed amendment is approved,  options covering a maximum of 11,822,500
shares of common stock may be issued  under the 2004 Stock  Option  Plan.  If an
option expires,  terminates or is cancelled, the unissued shares of common stock
subject to the option will again be available under the 2004 Stock Option Plan.

Terms of Stock Options

Under the 2004 Stock Option  Plan,  options  granted to employees  may be in the
form of incentive stock options or nonqualified  stock options.  Options granted
to consultants or non-employee directors may only be nonqualified stock options.
The committee that  administers  the 2004 Stock Option Plan (see  Administration
below)  (the  Committee)  will  determine  the number of shares  subject to each
option,  the term of each option (which may not exceed ten years or, in the case
of an incentive  stock option  granted to a 10%  stockholder,  five years),  the
exercise price per share of stock subject to each option,  the vesting  schedule
(if any) and the other material terms of the option.  No incentive  stock option
may have an exercise price less than 100% of the fair market value of the common
stock at the time of the grant (or,  in the case of an  incentive  stock  option
granted to a 10% stockholder, 110% of the fair market value). The exercise price
of a nonqualified stock option will be determined by the Committee.

The option price upon  exercise may be paid in cash or, if so  determined by the
Committee,  in shares of common  stock by a reduction in the number of shares of
common stock issuable upon the exercise of the option or by such other method as
the Committee determines.  Options may be made exercisable in installments,  and
the exercisability of options may be accelerated by the Committee. The Committee
may at any time  offer to buy an option  previously  granted  on such  terms and
conditions as the Committee  establishes.  At the  discretion of the  Committee,
options  may provide  for  reloads  (i.e.,  a new option is granted for the same
number of shares as the number  used by the holder to pay the option  price upon
exercise).
                                    Page 17


Subject to  limited  exceptions,  options  are  forfeited  upon  termination  of
employment or service. Options are not assignable (except by will or the laws of
descent and distribution).

Options may not be granted after the tenth  anniversary of the 2004 Stock Option
Plans adoption.

Change in Control

Unless  otherwise  determined by the Committee at the time of the grant,  upon a
change in control (as defined in the 2004 Stock Option Plan), all of the options
automatically   will  become  fully  exercisable.   However,   unless  otherwise
determined  by the  Committee  at the  time of the  grant,  no  acceleration  or
exercisability  of an option will occur, if the Committee  determines prior to a
change in  control  that the  option  will be  honored  or assumed or new rights
substituted immediately following the change in control;  provided that, the new
rights or alternative  option is based on stock which is or will be traded on an
established securities market, contains at least substantially  equivalent terms
and conditions as the option being assumed, and has substantially equal earnings
value.

Certain Reorganizations

The 2004 Stock Option Plan provides for  appropriate  adjustments  of the number
and kind of shares to be issued upon  exercise of an option and of the  exercise
price to reflect  changes in the capital  structure  of the  corporation,  stock
splits, recapitalizations, mergers and reorganizations.

Amendment or Termination of the 2004 Stock Option Plan

The 2004  Stock  Option  Plan may be amended  by the Board of  Directors  of the
Company,  except that stockholder  approval of amendments will be required among
other  things (a) to the extent  stockholder  approval is required by Rule 16b-3
under the Exchange  Act,  and (b) to (i)  increase the maximum  number of shares
subject to options granted in a fiscal year, (ii) change the  classification  of
employees  eligible to receive  awards,  (iii) extend the maximum  option period
under the 2004 Stock Option Plan, or (iv) increase the number of shares that may
be issued  under the 2004  Stock  Option  Plan.  The 2004 Stock  Option  Plan is
effective  for ten years from the date the 2004 Stock  Option  Plan was  adopted
during which time options may be granted.

Administration

The 2004 Stock Option Plan will be administered by the Committee,  However, with
respect to option grants to non-employee directors and any action under the 2004
Stock  Option  Plan  relating to options  held by  non-employee  directors,  the
Committee  will consist of the entire Board of  Directors.  The  Committee  will
determine the individuals who will receive options and the terms of the options,
which will be reflected in written agreements with the holders. Decisions by the
Board of Directors or the  Committee  with respect to the 2004 Stock Option Plan
are final and binding.

Federal Income Tax Consequences

Incentive Stock Options. An optionee will not recognize income upon the grant or
exercise of an incentive  stock option.  Instead,  the optionee will be taxed at
the time he or she  sells  the  stock  purchased  pursuant  to the  option.  The
optionee  will be taxed on the  difference  between the price he or she paid for
the stock and the amount for which he or she sells the  stock.  If the  optionee
does not sell the stock  within  two years  from the date of grant of the option
and one year from the date the stock is  transferred  to the optionee,  the gain
will be a long-term  capital  gain,  and the  Company  will not be entitled to a

                                    Page 18


deduction.  If the  optionee  sells the stock at a gain prior to that time,  the
difference  between the amount the optionee paid for the stock and the lesser of
the fair market  value on the date of exercise or the amount for which the stock
is sold will be taxed as ordinary  income and the Company  will be entitled to a
corresponding  deduction.  If the  stock is sold for an  amount in excess of the
fair market  value on the date of exercise,  the excess  amount will be taxed as
capital gain. If the optionee sells the stock for less than the amount he or she
paid for it, the loss will be taxed as a capital loss.  Exercise of an incentive
stock option may subject an optionee to, or increase an optionees liability for,
the alternative minimum tax.

Non-Qualified  Stock  Options.  An optionee will not  recognize  income upon the
grant of a non-qualified stock option under the 2004 Stock Option Plan or at any
time prior to the exercise of the option or a portion thereof. Generally, at the
time the  optionee  exercises a  non-qualified  option or portion  thereof,  the
optionee will  recognize  compensation  taxable as ordinary  income in an amount
equal to the excess of the fair market value of the underlying stock on the date
the option is exercised  over the option price of the stock and the Company will
then be entitled to a corresponding deduction. At that time, the Company will be
subject  to  income  tax  withholding  requirements  and will  have the right to
require an optionee who is or was an employee of the Company to remit in cash to
the Company an amount  sufficient  to satisfy any  federal,  state and local tax
requirements  prior to the delivery of any certificate or certificates  for such
shares of stock.

A subsequent  taxable  disposition  of the stock  acquired  upon  exercise of an
option  and held as a  capital  asset  will  result  in a  capital  gain or loss
measured by the  difference  between  the fair market  value of the stock on the
date of the option exercise and the amount realized on later disposition.

The foregoing is a summary discussion of certain federal income tax consequences
to  optionees  under the  Internal  Revenue  Code and should not be construed as
legal, tax or investment advice. ALL 2004 STOCK OPTION PLAN PARTICIPANTS  SHOULD
CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX  CONSEQUENCESAPPLICABLE TO
THEM, INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.

Stockholder Approval

The  Company's  board of  directors  seeks  stockholder  approval  because  such
approval is required under the Internal Revenue Code as a condition to incentive
stock option treatment and will maximize the potential for deductions associated
with any non-qualified options granted under the 2004 Stock Option Plan.

THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL
OF THE 2004 STOCK OPTION PLAN AS OUTLINED ABOVE.


                                    Page 19


REPORT OF THE AUDIT COMMITTEE

MEMBERSHIP  AND  ROLE  OF  THE  AUDIT  COMMITTEE

The Audit Committee of the Company's Board of Directors (the "Audit  Committee")
currently  consists  of the  entirety  of the  Board of  Directors.  None of the
members is independent  as defined under the National  Association of Securities
Dealers` listing standards.

REVIEW  OF  THE COMPANY`S AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
JUNE  30,  2003


The Audit Committee has reviewed and discussed the audited financial  statements
of the  Company  for the  fiscal  year ended  June 30,  2003 with the  Company's
management.  The Audit  Committee also  discussed  with Kabani & Company,  Inc.,
Certified Public Accountants,  the Company's independent  auditors,  the matters
required  to  be  discussed  by   Statement   on  Auditing   Standards   No.  61
"Communication with Audit Committees".


Based on the Audit  Committee's  reviews and discussions  noted above, the Audit
Committee recommended to the Board of Directors that the Company's  consolidated
audited financial  statements be included in the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30, 2003,  for filing with the  Securities
and Exchange Commission.

The Audit  Committee  recommends  the  engagement of the  Company's  independent
accountants  appointment  by the Board of  Directors  of the Company of Kabani &
Company,  Inc., Certified Public Accountants,  independent  auditors, to examine
the books,  accounts  and records of the Company for the fiscal year ending June
30, 2004


 Audit  Committee [June 2003-current]

  Mr. Robert Steele
  Mr. Andrew Haag

AUDIT  AND  RELATED  FEES

Audit Fees

The aggregate fees billed by the Company's  auditors for  professional  services
rendered  in  connection  with the audit of the  Company's  annual  consolidated
financial  statements  for fiscal 2003 and 2002 and reviews of the  consolidated
financial  statements  included in the  Company's  Forms 10-QSB were $75,733 for
2002 and $20,375 for 2003.  An  additional  $21,084 was billed to the Company as
cumulative  "late fees",  by the auditor of the  Company's  annual  consolidated
financial statements for fiscal 2002.

Audit-Related Fees

For  fiscal  2003 and 2002,  the  Company's  auditors  did not bill any fees for
assurance and related services that are reasonably related to the performance of
the audit or review of the Company's  financial  statements and are not reported
under "Audit Fees" above.

Tax Fees

No fees were billed by the Company's auditors for professional  services for tax
compliance, tax advice, and tax planning for fiscal 2003 and 2002, respectively.

                                    Page 20


All Other Fees

No fees were billed by the Company's  auditors for all other non-audit  services
rendered to the  Company,  such as attending  meetings  and other  miscellaneous
financial consulting, in fiscal 2003 and 2002.

Audit Committee

The  audit  committee  meets  prior to  filing  of any Form  10-QSB or 10-KSB to
approve those filings.  In addition,  the committee meets to discuss audit plans
and  anticipated  fees for audit and tax work prior to the  commencement of that
work. Approximately 100% of all fees paid to our independent auditors for fiscal
2003 are pre-approved by the audit committee.


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors and executive  officers,  and persons who own more than ten percent of
Common Stock,  to file with the SEC initial  reports of ownership and reports of
changes in ownership of Common  Stock.  Executive  officers,  directors  and ten
percent stockholders are required by SEC regulations to furnish the Company with
a copy of all Section  16(a) forms  ("Forms 3, 4, and 5") that they file. To the
Company's knowledge,  based solely on a review of copies of the Forms 3, 4 and 5
furnished to the  Company,  except as set forth below,  all  applicable  Section
16(a) filing requirements were complied with.

Mr. Robert Steele failed to file a Form 3 reporting his beneficial  ownership of
securities  at the time he became an officer or  director  of the  Company.  The
appropriate  Form was filed by Mr. Steele on September 19, 2003. Mr. Andrew Haag
failed to file a Form 3 reporting his beneficial  ownership of securities at the
time he became an officer or director of the Company.  The appropriate  Form was
filed by Mr. Haag on September 19, 2003.

CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

In the past we made  unsecured  loans to our previous  directors  and  officers,
listed below. This is no longer a practice of the Company.  These loans were all
renegotiated  as of June 30, 1999. The current loan terms each provide that they
are due in 20 years, on June 30, 2019. They bear interest at 4% per annum.  Each
former  officer is obligated to pay $100 per month until the loan matures and to
pay the  remaining  unpaid  balance in one balloon  payment on June 30, 2019. At
June 30,  2002,  and June 30,  2003,  the  following  amounts of  principal  and
interest on these loans were unpaid:

                               6/30/02          6/30/03

Tom Sims                     $ 200,085        $ 216,409
Kurt Kunz                       86,716           96,599
Kelly Kunz                      50,624           55,897
Teresa Kunz                     14,200           13,850
                              --------         --------
                             $ 351,625        $ 382,565


These  loans  were  not  made in  arms-length  negotiations  between  us and the
borrowers.  The  borrowers  could not have obtained  unsecured  loans on similar
terms from unrelated third parties.  Because of the unsecured  nature and length
of these loans,  they have been  discounted  by $378,739  (99%) on our financial
statements.  To the extent that the interest  rate,  maturity and other terms of
these loans are more favorable  than could be obtained from third  parties,  the
benefit  received by the  directors  and officers can be  considered  additional
compensation to them.
                                    Page 21


In January  2003,  we entered into a Consulting  Agreement  with Zubair Kazi. In
exchange for his business consulting  services,  Mr. Kazi was granted a warrant,
expiring July 31, 2003, to purchase  4,500,000  shares of our common stock at an
exercise price of $0.02 per share. Mr. Kazi currently owns approximately 9.4% of
the Company's outstanding common stock.

In June 2003, we entered into an agreement to sell two purchase orders to Zubair
Kazi,  a  private  investor.  Mr.  Kazi  currently  owns  9.4% of the  Company's
outstanding  common stock.  The agreement  allowed for the investor to buy these
two purchase  orders at 97% of face value.  This investor was paid directly from
the sales proceeds once they were received by Quintek.  As part of the financing
agreement, the investor will receive a warrant to purchase 500,000 shares of our
common stock at an exercise  price of $0.046 per share,  if and when  additional
shares of common  stock are  authorized  for issuance by our  shareholders.  The
warrant will have an  expiration  date of June 2, 2008.  As of June 30, 2003, we
received $123,083 in financing under this agreement.

In June  2003,  we entered  into a Purchase  Order  Financing  Agreement  with a
business management company owned by Zubair Kazi. As part of this agreement, Mr.
Kazi's company (or  "investor")  received an equity fee of a warrant to purchase
1,500,000  shares of our common stock at an exercise  price of $0.043 per share,
if and when additional shares of common stock are authorized for issuance by our
shareholders.  The warrant will have an  expiration  date of June 13, 2008.  The
financing is limited to $200,000  per month and  $4,800,000  in total  financing
over the 2 year life of the  agreement.  The company will receive an  additional
warrant,  as a bonus, to purchase two additional  shares of our common stock for
each $1.00 of financing provided.  These bonus warrants shall allow the investor
to purchase  common stock at the average  closing  price of our stock for the 90
days prior to the  closing of the  Purchase  Order  financing  transaction  they
represent or a fifty  percent  (50%)  discount to the closing price of Quintek's
common stock at the day of the closing of the transaction they represent.  As of
June 30, 2003, we received no financing under this agreement. Perfected Purchase
Orders  (delivered  to and  accepted by the  customer)  will be purchased by the
investor at three percent (3%) discount to the investor, or ninety-seven percent
(97%) of face value. Non-Perfected Purchase orders (not yet shipped to customer)
will be purchased by the investor at ten percent (10%) discount to the investor,
or ninety  percent (90%) of face value.  Quintek will pay a late fee as follows.
For  Perfected  Purchase  Orders not paid within 30 days Quintek will pay a late
fee equal to three percent (3%) per month. For Non-Perfected Purchase Orders not
paid within 60 days  Quintek  will pay a late fee equal to five percent (5%) per
month. Late fees may be paid in cash or stock at the option of the investor.


SHAREHOLDER PROPOSALS FOR THE 2005 ANNUAL MEETING OF SHAREHOLDERS

Shareholder  proposals  submitted  pursuant to Rule 14a-8  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") for  inclusion in the
Company's proxy  materials for its 2005 Annual Meeting of  Shareholders  must be
received by the Secretary of the Company at the principal offices of the Company
no later than April _____, 2004.

Written notice of proposals of shareholders  submitted  outside the processes of
Rule 14a-8 under the Exchange Act for  consideration  at the 2005 Annual Meeting
must have been received by the Company on or before June 30, 2004 in order to be
considered timely for purposes of Rule 14a-4 under the Exchange Act. The persons
designated in the Company's proxy card will be granted  discretionary  authority
with respect to any shareholder  proposal with respect to which the Company does
not receive timely notice.

                                    Page 22


FORWARD-LOOKING STATEMENTS

This proxy statement may include "forward-looking statements" within the meaning
of Section 27A of the  Securities  Act of 1933,  as amended,  Section 21E of the
Securities  Exchange  Act of  1934,  as  amended,  and  the  Private  Securities
Litigation Reform Act of 1995.  Forward-looking  statements may be identified by
terminology  such as  "may,"  "will,"  "should,"  "could,"  "would,"  "expects,"
"plans,"  "intends,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"projects,"  "potential,"  or "continue" or the negative of such terms and other
comparable  terminology.  Opinions,  forecasts,  projections,  guidance or other
statements   other  than   statements   of   historical   fact  are   considered
forward-looking statements. These statements are based upon assumptions that are
subject  to change and other  risks.  Although  the  Company  believes  that the
expectations reflected in such forward-looking statements are reasonable, it can
give no  assurance  that such  expectations  will  prove to have  been  correct.
Certain risks and uncertainties inherent in the Company's business are set forth
in its filings with the Securities and Exchange Commission.  Estimates of future
financial  or  operating  performance,  provided  by the  Company,  are based on
existing  market  conditions  and  information  available  at this time.  Actual
financial and operating  performance may be higher or lower.  Future performance
is  dependent  upon  many  factors,  including  the  success  of  the  Company's
international   operations,   the  Company's   ability  to  attract  and  retain
distributors  and  preferred   customers,   changes  in  laws  and  governmental
regulations and changes in market  conditions.  All subsequent  written and oral
forward-looking  statements attributable to the Company or to individuals acting
on the  Company's  behalf are  expressly  qualified  in their  entirety  by this
paragraph. The Company undertakes no obligation to publicly update or revise any
forward  looking  statements,  whether  as a result of new  information,  future
events, or otherwise.

GENERAL  INFORMATION

The  Board of  Directors  does  not  know of any  matters  to be  presented  for
consideration  other than the matters described in the Notice of Annual Meeting,
but if any matters are properly  presented,  it is the  intention of the persons
named in the enclosed form of proxy to vote on such matters in  accordance  with
their best judgment to the same extent as the person  signing the proxy would be
entitled to vote.

Shareholders  who desire to have their  shares  voted at the Annual  Meeting are
requested to mark,  sign,  and date the enclosed proxy and return it promptly in
the enclosed postage-paid envelope. Shareholders may revoke their proxies at any
time prior to the Annual Meeting and  shareholders who are present at the Annual
Meeting may revoke their proxies and vote, if they so desire, in person.

A copy of the  Company's  Annual  Report  on Form  10-KSB,  as  filed  with  the
Securities and Exchange  Commission,  for the fiscal year ended June 30, 2003 is
enclosed with this Proxy Statement and Proxy.


                             By  Order  of  the  Board  of  Directors,

                             /s/  Robert Steele
                             ---------------------------------------------
 May 12,  2004                    ROBERT STEELE
                                  Chairman  and  Chief  Executive  Officer



                                    Page 23


                                   APPENDIX A

              2004 STOCK OPTION PLAN 0F QUINTEK TECHNOLOGIES, INC.

                           QUINTEK TECHNOLOGIES, INC.

                             2004 Stock Option Plan

ARTICLE I.

PURPOSE

The  purpose of this  Quintek  Technologies,  Inc.  2004 Stock  Option Plan (the
"Plan"), is to enhance the profitability and value of Quintek Technologies, Inc.
(the  "Company") for the benefit of its  shareholders by enabling the Company to
offer certain  employees and  Consultants (as defined herein) of the Company and
its Subsidiaries  (as defined herein) and non-employee  directors of the Company
stock based  incentives  in the Company,  thereby  creating a means to raise the
level of stock ownership by employees, Consultants and non-employee directors in
order to  attract,  retain  and  reward  such  individuals  and  strengthen  the
mutuality of interests between such individuals and the Company's shareholders.

ARTICLE II.

DEFINITIONS

For  purposes  of this  Plan,  the  following  terms  shall  have the  following
meanings:

2.1. "Board" shall mean the Board of Directors of the Company.

2.2.  "Cause"  shall  mean,  with  respect  to a  Participant's  Termination  of
Relationship,  unless  otherwise  determined by the Committee at grant,  willful
misconduct in connection  with the  Participant's  employment or  consultancy or
willful failure to perform his or her employment or consultancy responsibilities
in the best interests of the Company (including,  without limitation,  breach by
the   Participant   of  any   provision   of  any   employment,   nondisclosure,
non-competition  or other  similar  agreement  between the  Participant  and the
Company),  as determined by the Committee,  which  determination shall be final,
conclusive  and  binding.  With  respect  to  a  Participant's   Termination  of
Directorship, Cause shall mean an act or failure to act that constitutes "cause"
for removal of a director under applicable California law.

2.3. "Change in Control" shall have the meaning set forth in Article VIII.

2.4.  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as amended.  Any
reference to any section of the Code shall also be a reference to any  successor
provision.

2.5.  "Committee" shall mean a committee or sub-committee of the Board appointed
from  time to time by the  Board or such  committee,  as the case may be,  which
Committee shall include two or more directors who are non-employee  directors as
defined in Rule 16b-3 (as defined herein) and outside directors as defined under
Section 162(m) of the Code (as defined herein).  If for any reason the appointed
Committee does not meet the  requirements of Rule 16b-3 or Section 162(m) of the
Code, such  noncompliance  with the requirements of Rule 16b-3 or Section 162(m)
of the Code shall not affect the validity of the awards, grants, interpretations
or other actions of the Committee.  Notwithstanding the foregoing,  with respect
to grants of Options to non-employee directors and any action hereunder relating
to Options held by non-employee  directors,  the Committee shall mean the Board.
If and to the  extent  that no  Committee  exists  which  has the  authority  to
administer  the Plan,  the functions of the Committee  shall be exercised by the
Board.
                                    Page 24


2.6.  "Common  Stock"  means the Common  Stock,  no par value per share,  of the
Company.

2.7.  "Consultant"  means  any  advisor  or  consultant  to the  Company  or its
Subsidiaries  who is eligible  pursuant to Article V to be granted Options under
this Plan.

2.8.  "Disability"  shall mean  total and  permanent  disability,  as defined in
Section 22(e)(3) of the Code.

2.9.  "Effective  Date" shall mean the effective  date of the Plan as defined in
Article XII.

2.10.  "Eligible  Employee"  shall mean the  employees  of the  Company  and its
Subsidiaries who are eligible  pursuant to Article V to be granted Options under
this Plan.

2.11. "Exchange Act" shall mean the Securities Exchange Act of 1934.

2.12. "Fair Market Value" for purposes of this Plan,  unless otherwise  required
by any applicable  provision of the Code or any regulations  issued  thereunder,
shall mean, as of any date,  the last sales price  reported for the Common Stock
on the  applicable  date (i) as reported by the  principal  national  securities
exchange in the United States on which it is then traded,  or (ii) if not traded
on any such national  securities  exchange,  as quoted on an automated quotation
system  sponsored by the National  Association  of  Securities  Dealers.  If the
Common Stock is not readily  tradable on a national  securities  exchange or any
system  sponsored by the National  Association of Securities  Dealers,  its Fair
Market  Value shall be set in good faith by the  Committee.  For purposes of the
grant of any Option,  the  applicable  date shall be the date for which the last
sales price is available at the time of grant.

2.13. "Good Reason"  shall mean, with respect to a Participant's  Termination of
Relationship,  (i) if there is an employment  agreement between the Company or a
Subsidiary and the Participant in effect at the time of grant that defines "good
reason" (or words of like import) a  termination  that is or would be deemed for
"good  reason"  (or words of like  import)  as  defined  under  such  employment
agreement at the time of grant, (ii) if there is an employment agreement between
the Company or a Subsidiary  and the  Participant in effect at the time of grant
that does not  define  "good  reason"  (or words of like  import),  a  voluntary
termination which is permitted under the terms of such employment  agreement and
which is at least ninety (90) days after the  occurrence of an event which would
be  grounds  for a  termination  by the  Company  that is or would be deemed for
"cause" (or words of like import) as defined under such employment  agreement at
the time of grant,  or (iii) if there is no  employment  agreement  between  the
Company or a Subsidiary  and the  Participant  in effect at the time of grant, a
voluntary termination for any reason upon two (2) weeks' prior written notice to
the Company, which is at least ninety (90) days after the occurrence of an event
which  would be grounds for a  Termination  of  Relationship  by the Company for
Cause (without regard to any notice or cure period requirement).

2.14.  "Incentive  Stock Option" shall mean any Stock Option  awarded under this
Plan intended to be, and designated  as, an "Incentive  Stock Option" within the
meaning of Section 422 of the Code.

2.15.  "Non-Qualified  Stock Option"  shall mean any Stock Option  awarded under
this Plan that is not an Incentive Stock Option.

2.16.  "Participant" shall mean the following persons to whom an Option has been
granted pursuant to this Plan; Eligible Employees and Consultants of the Company
or its Subsidiaries and non-employee directors of the Company.

                                    Page 25


2.17. "Retirement" with  respect to a Participant's  Termination of Relationship
shall mean a Termination of Relationship without Cause from the Company and/or a
Subsidiary by a Participant  who has attained (i) at least age sixty-five  (65);
or (ii) such earlier date after age fifty-five (55) as approved by the Committee
with regard to such Participant.  With respect to a Participant's Termination of
Directorship,  Retirement  shall mean the failure to stand for reelection or the
failure to be reelected after a Participant has attained age sixty-five (65).

2.18. "Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange Act
as then in effect or any successor provisions.

2.19.   "Section   162(m)   of  the  Code"   shall   mean  the   exception   for
performance-based compensation under Section 162(m) of the Code and any Treasury
regulations thereunder.

2.20.  "Stock  Option" or "Option"  shall mean any option to purchase  shares of
Common  Stock  granted  to  Eligible  Employees,   Consultants  or  non-employee
directors pursuant to Article VI.

2.21.  "Subsidiary"  shall mean any corporation  that is defined as a subsidiary
corporation in Section 424(f) of the Code.

2.22. "Ten Percent  Shareholder"  shall mean a person owning Common Stock of the
Company  possessing  more than ten percent  (10%) of the total  combined  voting
power of all  classes of stock of the  Company as defined in Section  422 of the
Code.

2.23  "Termination  of  Consultancy"  shall mean (i) an  individual is no longer
acting as a Consultant  to the Company or a  Subsidiary;  or (ii) when an entity
which is  retaining a  Participant  as a Consultant  ceases to be a  Subsidiary,
unless the  Participant  thereupon is retained as a Consultant by the Company or
another Subsidiary.

2.24.  "Termination of Directorship"  shall mean, with respect to a non-employee
director,  that the  non-employee  director  has ceased to be a director  of the
Company for any reason.

2.25.  "Termination of Employment"  shall mean (i) a termination of service (for
reasons  other  than a military  or  personal  leave of  absence  granted by the
Company) of a Participant from the Company and its Subsidiaries; or (ii) when an
entity which is employing a Participant  ceases to be a  Subsidiary,  unless the
Participant thereupon becomes employed by the Company or another Subsidiary.

2.26.  "Termination of Relationship" shall mean a Termination of Employment or a
Termination of Consultancy, as applicable.

2.27. "Transfer" or "Transferred" shall mean anticipate, alienate, attach, sell,
assign, pledge, encumber, charge or otherwise transfer.

2.28. "Withholding Election" shall have the meaning set forth in Section 11.4.


ARTICLE III.

ADMINISTRATION

3.1.  The  Committee.  The Plan shall be  administered  and  interpreted  by the
Committee.
                                    Page 26


3.2.  Awards.  The Committee  shall have full  authority to grant Stock Options,
pursuant to the terms of this Plan. In particular,  the Committee shall have the
authority:

(a) to select the Eligible Employees,  Consultants and non-employee directors to
whom Stock Options may from time to time be granted hereunder;

(b) to  determine  whether  and to what extent  Stock  Options are to be granted
hereunder  to  one or  more  Eligible  Employees,  Consultants  or  non-employee
directors;

(c) to  determine,  in  accordance  with the terms of this  Plan,  the number of
shares of Common Stock to be covered by each Stock Option granted to an Eligible
Employee, Consultant or non-employee director;

(d) to determine the terms and conditions,  not  inconsistent  with the terms of
this Plan,  of any Stock  Option  granted  hereunder  to an  Eligible  Employee,
Consultant or non-employee  director  (including,  but not limited to, the share
price,  any  restriction or  limitation,  any vesting  schedule or  acceleration
thereof,  or any forfeiture  restrictions or waiver  thereof,  and the shares of
Common Stock relating thereto,  based on such factors,  if any, as the Committee
shall determine, in its sole discretion);

(e) to  determine  whether and under what  circumstances  a Stock  Option may be
settled in cash and/or Common Stock under Subsection 6.3(d);

(f) to determine whether, to what extent and under what circumstances to provide
loans  (which shall be on a recourse  basis and shall bear a reasonable  rate of
interest) to Eligible Employees,  Consultants or non-employee directors in order
to exercise Options under the Plan; and

(g)  to  determine  whether  to  require  Eligible  Employees,   Consultants  or
non-employee  directors,  as a condition of the  granting of any Option,  to not
sell or  otherwise  dispose of shares  acquired  pursuant to the  exercise of an
Option  for a  period  of time  as  determined  by the  Committee,  in its  sole
discretion, following the date of the acquisition of such Option.

3.3.  Guidelines.  Subject to Article IX hereof,  the  Committee  shall have the
authority to adopt, alter and repeal such administrative  rules,  guidelines and
practices governing this Plan and perform all acts,  including the delegation of
its  administrative  responsibilities,  as it  shall,  from  time to time,  deem
advisable;  to construe and interpret the terms and  provisions of this Plan and
any Option granted under this Plan(and any agreements relating thereto);  and to
otherwise  supervise the  administration of this Plan. The Committee may correct
any defect,  supply any omission or reconcile any  inconsistency in this Plan or
in any agreement  relating thereto in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any such action
would be permitted  under the  applicable  provisions of Rule 16b-3 (if any) and
the applicable  provisions of Section 162(m) of the Code (if any). The Committee
may adopt special  guidelines and provisions for persons who are residing in, or
subject to, the taxes of countries  other than the United  States to comply with
applicable tax and securities laws. If and solely to the extent applicable, this
Plan is  intended to comply  with Rule 16b-3 and  Section162(m)  of the Code and
shall  be  limited,  construed  and  interpreted  in a  manner  so as to  comply
therewith.

3.4. Decisions Final. Any decision, interpretation or other action made or taken
in good faith by or at the direction of the Company, the Board, or the Committee
(or any of its members)  arising out of or in connection  with the Plan shall be
within the absolute  discretion of all and each of them, as the case may be, and
shall be  final,  conclusive  and  binding  on the  Company  and all  employees,
directors,  consultants and Participants and their respective heirs,  executors,
administrators, successors and assigns.

                                    Page 27


3.5.  Reliance on Counsel.  The Company,  the Board or the Committee may consult
with legal counsel,  who may be counsel for the Company or other  counsel,  with
respect to its obligations or duties hereunder, or with respect to any action or
proceeding  or any  question of law, and shall not be liable with respect to any
action  taken or  omitted  by it in good  faith  pursuant  to the advice of such
counsel.

3.6. Procedures. If the Committee is appointed, the Board shall designate one of
the members of the Committee as chairman and the Committee  shall hold meetings,
subject to the By-Laws of the Company, at such times and places as it shall deem
advisable.  A majority of the Committee  members shall constitute a quorum.  All
determinations of the Committee shall be made by a majority of its members.  Any
decision or determination reduced to writing and signed by all Committee members
in accordance  with the By-Laws of the Company shall be fully effective as if it
had been made by a vote at a meeting duly called and held.  The Committee  shall
keep minutes of its meetings and shall make such rules and  regulations  for the
conduct of its business as it shall deem advisable.

3.7. Designation of Advisors -- Liability.

(a) The  Committee  may  designate  employees  of the Company  and  professional
advisors to assist the Committee in the administration of the Plan and may grant
authority to employees to execute agreements or other documents on behalf of the
Committee.

(b) The Committee may employ such legal  counsel,  consultants  and agents as it
may deem  desirable  for the  administration  of the Plan and may rely  upon any
opinion  received  from any  such  counsel  or  consultant  and any  computation
received from any such consultant or agent.  Expenses  incurred by the Committee
or Board in the  engagement  of any such  counsel,  consultant or agent shall be
paid by the  Company.  The  Committee,  its  members  and any person  designated
pursuant  to  paragraph  (a)  above  shall  not be  liable  for  any  action  or
determination made in good faith with respect to the Plan. To the maximum extent
permitted  by  applicable  law,  no officer or former  officer of the Company or
member or former member of the Committee or of the Board shall be liable for any
action or determination made in good faith with respect to the Plan or any Stock
Option granted under it. To the maximum  extent  permitted by applicable law and
the  Certificate of  Incorporation  and By-Laws of the Company and to the extent
not covered by  insurance,  each officer or former  officer and member or former
member of the Committee or of the Board shall be  indemnified  and held harmless
by the Company against any cost or expense (including reasonable fees of counsel
reasonably  acceptable to the Company) or liability  (including  any sum paid in
settlement  of a claim with the approval of the Company),  and advanced  amounts
necessary to pay the  foregoing at the earliest  time and to the fullest  extent
permitted,  arising  out of any act or omission  to act in  connection  with the
Plan,  except to the extent arising out of such  officer's or former  officer's,
member's or former member's own fraud or bad faith. Such  indemnification  shall
be in addition  to any rights of  indemnification  the  officers,  directors  or
members or former  officers,  directors or members may have under applicable law
or  under  the  Certificate  of  Incorporation  or  By-Laws  of the  Company  or
Subsidiary.  Notwithstanding anything else herein, this indemnification will not
apply to the  actions or  determinations  made by an  individual  with regard to
Stock Options granted to him or her under this Plan.


                                    Page 28


ARTICLE IV.

SHARE AND OTHER LIMITATIONS

4.1. Shares.

(a) General Limitation. The aggregate number of shares of Common Stock which may
be issued  under this Plan with  respect to which  Stock  Options may be granted
shall not exceed 11,822,500 shares (subject to any increase or decrease pursuant
to Section  4.2) which may be either  authorized  and  unissued  Common Stock or
Common Stock held in or acquired  for the treasury of the Company.  If any Stock
Option  granted  under this Plan  expires,  terminates  or is cancelled  for any
reason  without  having been  exercised in full or the Company  repurchases  any
Stock Option  pursuant to Section  6.3(f),  the number of shares of Common Stock
underlying the repurchased  Option,  and/or the number of shares of Common Stock
underlying any  unexercised  Option shall again be available for the purposes of
Options under the Plan.

(b) Individual Participant  Limitations.  The maximum number of shares of Common
Stock  subject  to any  Option  which  may be  granted  under  this Plan to each
Participant shall be determined by the Committee.

4.2. Changes.

(a) The existence of the Plan and the Options granted hereunder shall not affect
in any way the right or power of the Board or the shareholders of the Company to
make or authorize  any  adjustment,  recapitalization,  reorganization  or other
change  in the  Company's  capital  structure  or its  business,  any  merger or
consolidation  of the  Company or  Subsidiary,  any issue of bonds,  debentures,
preferred or prior  preference  stock ahead of or affecting  Common  Stock,  the
dissolution or liquidation of the Company or Subsidiary, any sale or transfer of
all or part of its assets or business or any other corporate act or proceeding.

(b) In the event of any such change in the capital  structure or business of the
Company by reason of any stock dividend or distribution,  stock split or reverse
stock split, recapitalization,  reorganization, merger, consolidation, split-up,
combination or exchange of shares,  distribution with respect to its outstanding
Common Stock or capital stock other than Common  Stock,  sale or transfer of all
or part of its assets or business, reclassification of its capital stock, or any
similar  change  affecting the Company's  capital  structure or business and the
Committee determines an adjustment is appropriate under the Plan, the number and
kind of shares or other property  (including cash) to be issued upon exercise of
an  outstanding  Option and the purchase  price thereof  shall be  appropriately
adjusted  consistent  with such change in such manner as the  Committee may deem
equitable to prevent  substantial  dilution or enlargement of the rights granted
to, or available for,  Participants under this Plan or as otherwise necessary to
reflect the change, and any such adjustment determined by the Committee shall be
final,  conclusive and binding on the Company and all Participants and employees
and their respective heirs, executors, administrators, successors and assigns.

(c) Fractional  shares of Common Stock  resulting from any adjustment in Options
pursuant to this Section 4 shall be aggregated  until,  and  eliminated  at, the
time of exercise by  rounding-down  for fractions  less than one-half  (1/2) and
rounding-up  for  fractions  equal to or greater than  one-half  (1/2).  No cash
settlements  shall be made with  respect  to  fractional  shares  eliminated  by
rounding.  Notice  of any  adjustment  shall be given by the  Committee  to each
Participant  whose Option has been adjusted and such adjustment  (whether or not
such notice is given)  shall be  effective  and binding for all  purposes of the
Plan.

                                    Page 29

(d) In the event of a merger or  consolidation  in which the  Company is not the
surviving  entity  or in  the  event  of any  transaction  that  results  in the
acquisition  of all or  substantially  all of the Company's  outstanding  Common
Stock by a single  person  or entity or by a group of  persons  and/or  entities
acting  in  concert,  or in  the  event  of  the  sale  or  transfer  of  all or
substantially  all of the Company's  assets (all of the foregoing being referred
to as  "Acquisition  Events"),  then the Committee may, in its sole  discretion,
terminate  all  outstanding  Options  of  Eligible  Employees,  Consultants  and
non-employee  directors,  effective as of the date of the Acquisition  Event, by
delivering  notice of termination to each such  Participant at least twenty (20)
days prior to the date of consummation of the Acquisition Event; provided,  that
during the period from the date on which such notice of termination is delivered
to the consummation of the Acquisition  Event,  each such Participant shall have
the  right  to  exercise  in  full  all  of his or her  Options  that  are  then
outstanding  (without  regard to any  limitations  on  exercisability  otherwise
contained  in  the  Option  Agreement)  but  contingent  on  occurrence  of  the
Acquisition  Event,  and,  provided that, if the Acquisition Event does not take
place  within a  specified  period  after  giving  such  notice  for any  reason
whatsoever, the notice and exercise shall be null and void.

If an Acquisition  Event occurs,  to the extent the Committee does not terminate
the outstanding  Options pursuant to this Section 4.2(d), then the provisions of
Section 4.2(b) shall apply.


ARTICLE V.

ELIGIBILITY

All  employees  and  Consultants  of the  Company and its  Subsidiaries  and all
non-employee  directors of the Company are eligible to be granted  Stock Options
under  this  Plan.  Eligibility  under  this  Plan  shall be  determined  by the
Committee in its sole discretion.

ARTICLE VI.

STOCK OPTION GRANTS

6.1. Options. Each Stock Option granted hereunder shall be one of two types: (i)
an Incentive Stock Option intended to satisfy the requirements of Section 422 of
the Code or (ii) a Non-Qualified Stock Option.

6.2.  Grants.  The  Committee  shall have the authority to grant to any Eligible
Employee one or more Incentive Stock Options,  Non-Qualified  Stock Options,  or
both types of Stock Options.  The Committee shall have the authority to grant to
any Consultant one or more Non-Qualified Stock Options. The Board shall have the
authority to grant to any non-employee  director one or more Non-Qualified Stock
Options.  To the extent that any Stock  Option does not qualify as an  Incentive
Stock  Option(whether  because  of its  provisions  or the time or manner of its
exercise or otherwise), such Stock Option or the portion there of which does not
qualify, shall constitute a separate Non-Qualified Stock Option.

6.3. Terms of Options.  Options  granted under this Plan shall be subject to the
following  terms and  conditions,  and shall be in such  form and  contain  such
additional terms and conditions,  not inconsistent  with the terms of this Plan,
as the Committee shall deem desirable:

(a) Option Price. The option price per share of Common Stock  purchasable  under
an Incentive  Stock Option shall be  determined  by the Committee at the time of
grant but shall not be less than 100% of the Fair  Market  Value of the share of
Common Stock at the time of grant;  provided,  however,  if an  Incentive  Stock
Option is granted to a Ten Percent  Shareholder,  the purchase price shall be no
less than 110% of the Fair Market Value of the Common Stock.  The purchase price
of shares of Common  Stock  subject to a  Non-Qualified  Stock  Option  shall be
determined by the Committee.
                                    Page 30

(b) Option Term.  The term of each Stock Option shall be fixed by the Committee,
but no Stock Option shall be exercisable more than ten (10) years after the date
the Option is granted, provided,  however, the term of an Incentive Stock Option
granted to a Ten Percent Shareholder may not exceed five (5) years.

(c) Exercisability. Stock Options shall be exercisable at such time or times and
subject to such terms and  conditions as shall be determined by the Committee at
grant. If the Committee  provides,  in its discretion,  that any Stock Option is
exercisable subject to certain limitations (including,  without limitation, that
it is exercisable  only in  installments  or within  certain time periods),  the
Committee may waive such  limitations  on the  exercisability  at any time at or
after  grant  in  whole  or in part  (including,  without  limitation,  that the
Committee may waive the installment  exercise  provisions or accelerate the time
at which  Options  may be  exercised),  based on such  factors,  if any,  as the
Committee shall determine, in its sole discretion.

(d) Method of  Exercise.  Subject to whatever  installment  exercise and waiting
period  provisions  apply  under  subsection  (c) above,  Stock  Options  may be
exercised  in whole or in part at any time  during  the Option  term,  by giving
written notice of exercise to the Company  specifying the number of shares to be
purchased.  Such notice shall be  accompanied by payment in full of the purchase
price in such  form,  or such  other  arrangement  for the  satisfaction  of the
purchase price, as the Committee may accept.  If and to the extent determined by
the Committee in its sole  discretion  at or after grant,  payment in full or in
part may also be made in the form of Common Stock withheld from the shares to be
received on the  exercise of a Stock  Option  hereunder or Common Stock owned by
the Participant  (and for which the Participant has good title free and clear of
any liens and  encumbrances)  based on the Fair Market Value of the Common Stock
on the payment date as  determined by the  Committee.  No shares of Common Stock
shall be issued until payment,  as provided  herein,  therefore has been made or
provided  for and the  Participant  shall have none of the rights of a holder of
shares of Common Stock until such shares of Common Stock have been issued.

(e) Incentive  Stock Option  Limitations.  To the extent that the aggregate Fair
Market  Value  (determined  as of the time of grant) of the  Common  Stock  with
respect to which  Incentive  Stock Options are exercisable for the first time by
an Eligible  Employee  during any calendar  year under the Plan and/or any other
stock option plan of the Company or any Subsidiary or parent corporation (within
the meaning of Section 424(e) of the Code) exceeds $100,000,  such Options shall
be treated as Options which are not Incentive Stock Options.

Should the  foregoing  provision not be necessary in order for the Stock Options
to qualify as Incentive  Stock Options,  or should any additional  provisions be
required, the Committee may amend the Plan accordingly, without the necessity of
obtaining the approval of the shareholders of the Company.

(f) Buy Out and Settlement  Provisions.  The Committee may at any time on behalf
of the  Company  offer to buy out an Option  previously  granted,  based on such
terms and  conditions as the Committee  shall  establish and  communicate to the
Participant at the time that such offer is made.

(g) Form,  Modification,  Extension and Renewal of Options. Subject to the terms
and  conditions  and  within the  limitations  of the Plan,  an Option  shall be
evidenced by such form of  agreement  or grant as is approved by the  Committee,
and the Committee may modify,  extend or renew outstanding Options granted under
the Plan (provided that the rights of a Participant  are not reduced without his
consent),  or accept the surrender of outstanding  Options (up to the extent not
theretofore exercised) and authorize the granting of new Options in substitution
therefore (to the extent not theretofore exercised).

                                    Page 31


(h) Other Terms and Conditions. Options may contain such other provisions, which
shall not be  inconsistent  with any of the foregoing  terms of the Plan, as the
Committee  shall deem  appropriate  including,  without  limitation,  permitting
"reloads"  such that the same  number of  Options  are  granted as the number of
Options  exercised,  shares  used to pay for the  exercise  price of  Options or
shares used to pay withholding taxes ("Reloads").  With respect to Reloads,  the
exercise  price of the new Stock  Option  shall be the Fair Market  Value on the
date of the  Reload  and the term of the Stock  Option  shall be the same as the
remaining term of the Options that are exercised,  if applicable,  or such other
exercise price and term as determined by the Committee.

6.4.  Termination  of  Relationship.  The  following  rules apply with regard to
Options upon the Termination of Relationship of a Participant:

(a)  Termination  by  Reason  of  Death.  If  a  Participant's   Termination  of
Relationship is by reason of death,  any Stock Option held by such  Participant,
unless  otherwise  determined  by the Committee at grant or, if no rights of the
Participant's estate are reduced,  thereafter,  may be exercised,  to the extent
exercisable  at the  Participant's  death,  by the legal  representative  of the
estate, at any time within a period of one (1) year from the date of such death,
but in no event beyond the expiration of the stated term of such Stock Option.

(b)  Termination  by Reason of  Disability.  If a  Participant's  Termination of
Relationship  is by  reason  of  Disability,  any  Stock  Option  held  by  such
Participant,  unless  otherwise  determined  by the Committee at grant or, if no
rights of the  Participant  are reduced,  thereafter,  may be exercised,  to the
extent exercisable at the Participant's termination,  by the Participant (or the
legal  representative of the Participant's  estate if the Participant dies after
termination)  at any time  within a period of one (1) year from the date of such
termination,  but in no event beyond the  expiration  of the stated term of such
Stock Option.

(c)  Termination  by Reason of  Retirement.  If a  Participant's  Termination of
Relationship  is by  reason  of  Retirement,  any  Stock  Option  held  by  such
Participant,  unless  otherwise  determined by the Committee at grant, or, if no
rights of the Participant are reduced, thereafter, shall be fully vested and may
thereafter  be exercised by the  Participant  at any time within a period of one
(1)  year  from  the  date of  such  termination,  but in no  event  beyond  the
expiration of the stated term of such Stock Option; provided,  however, that, if
the Participant dies within such exercise period,  any unexercised  Stock Option
held by such Participant shall thereafter be exercisable, to the extent to which
it was  exercisable at the time of death,  for a period of one (1) year (or such
other  period  as the  Committee  may  specify  at grant or, if no rights of the
Participant's  estate are reduced,  thereafter) from the date of such death, but
in no event beyond the expiration of the stated term of such Stock Option.

(d) Involuntary  Termination  Without Cause or Termination for Good Reason. If a
Participant's  Termination of Relationship is by involuntary termination without
Cause or for Good  Reason,  any Stock  Option held by such  Participant,  unless
otherwise  determined  by  the  Committee  at  grant  or,  if no  rights  of the
Participant are reduced, thereafter, may be exercised, to the extent exercisable
at  termination,  by the  Participant at any time within a period of ninety (90)
days from the date of such termination, but in no event beyond the expiration of
the stated term of such Stock Option.

(e)  Termination  Without  Good  Reason.  If  a  Participant's   Termination  of
Relationship  is  voluntary  but  without  Good Reason and such  Termination  of
Relationship  occurs  prior  to,  or more  than  ninety  (90)  days  after,  the
occurrence of an event which would be grounds for Termination of Relationship by
the   Company  for  Cause   (without   regard  to  any  notice  or  cure  period
requirements),  any Stock  Option  held by such  Participant,  unless  otherwise


                                    Page 32

determined  by the  Committee at grant or, if no rights of the  Participant  are
reduced, thereafter, may be exercised, to the extent exercisable at termination,
by the Participant at any time within a period of thirty (30) days from the date
of such  Termination of  Relationship,  but in no event beyond the expiration of
the stated term of such Stock Option.

(f) Other Termination. Unless otherwise determined by the Committee at grant or,
if no rights of the  Participant  are reduced,  thereafter,  if a  Participant's
Termination  of  Relationship  is for any reason  other than death,  Disability,
Retirement,  Good Reason  involuntary  termination  without  Cause or  voluntary
termination as provided in subsection  (e) above,  any Stock Option held by such
Participant shall thereupon  terminate and expire as of the date of termination,
provided that (unless the Committee determines a different period upon grant or,
if, no rights of the  Participant  are  reduced,  thereafter)  in the event such
termination  is for Cause or is a voluntary  termination  without Good Reason or
voluntary resignation within ninety (90) days after occurrence of an event which
would be grounds  for  Termination  of  Relationship  by the  Company  for Cause
(without regard to any notice or cure period requirement), any Stock Option held
by the Participant at the time of occurrence of the event which would be grounds
for Termination of Relationship for Cause shall be deemed to have terminated and
expired upon  occurrence of the event which would be grounds for  Termination of
Relationship by the Company for Cause.

6.5.  Termination  of  Directorship.  The  following  rules apply with regard to
Options upon the Termination of Directorship:

(a) Death,  Disability  or  Otherwise  Ceasing  to be a Director  Other than for
Cause. Except as otherwise determined by the Committee at grant or, if no rights
of  the   Participant   are  reduced,   thereafter,   upon  the  Termination  of
Directorship, on account of Disability, death, Retirement,  resignation, failure
to stand for  reelection  or failure to be reelected or otherwise  other than as
set  forth in (b)  below,  all  outstanding  Options  then  exercisable  and not
exercised by the Participant  prior to such  Termination of  Directorship  shall
remain   exercisable,   to  the  extent   exercisable  at  the   Termination  of
Directorship,  by the Participant or, in the case of death, by the Participant's
estate or by the person given  authority to exercise  such Options by his or her
will or by operation of law, for a one (1) year period commencing on the date of
the  Termination of  Directorship,  provided that such one (1) year period shall
not extend beyond the stated time of such Options.

(b)  Cause.  Upon  removal,  failure  to stand for  reelection  or failure to be
renominated for Cause, or if the Company obtains or discovers  information after
Termination of  Directorship  that such  Participant had engaged in conduct that
would  have  justified  a  removal  for  Cause  during  such  directorship,  all
outstanding Options of such Participant shall immediately terminate and shall be
null and void.

(c)  Cancellation of Options.  No Options that were not  exercisable  during the
period such person serves as a director shall thereafter become exercisable upon
a Termination of Directorship for any reason or no reason  whatsoever,  and such
Options  shall  terminate  and  become  null  and  void  upon a  Termination  of
Directorship.

ARTICLE VII.

NON-TRANSFERABILITY

No Stock Option shall be Transferable by the Participant  otherwise than by will
or by the  laws  of  descent  and  distribution.  All  Stock  Options  shall  be
exercisable,  during the  Participant's  lifetime,  only by the Participant.  No
Stock Option shall, except as otherwise  specifically provided by law or herein,
be Transferable in any manner, and any attempt to Transfer any such Option shall

                                    Page 33


be void,  and no such Option shall in any manner be liable for or subject to the
debts, contracts,  liabilities,  engagements or torts of any person who shall be
entitled to such Option,  nor shall it be subject to attachment or legal process
for or against such person.

ARTICLE VIII.

CHANGE IN CONTROL PROVISIONS

8.1.  Benefits.  In the event of a Change in Control of the  Company (as defined
below),  except as  otherwise  provided  by the  Committee  upon the grant of an
Option, the Participant shall be entitled to the following benefits:

(a) Subject to paragraph  (b) below,  all  outstanding  Options of  Participants
granted  prior to the Change in Control  shall be fully  vested and  immediately
exercisable  in their  entirety.  The  Committee,  in its sole  discretion,  may
provide for the purchase of any such Stock  Options by the Company for an amount
of cash equal to the excess of the Change in Control price (as defined below) of
the shares of Common Stock  covered by such Stock  Options,  over the  aggregate
exercise price of such Stock Options.  For purposes of this Section 8.1,  Change
in Control  price  shall mean the higher of (i) the  highest  price per share of
Common  Stock  paid in any  transaction  related  to a Change in  Control of the
Company,  or (ii) the highest Fair Market Value per share of Common Stock at any
time during the sixty (60) day period preceding a Change in Control.

(b)  Notwithstanding  anything  to the  contrary  herein,  unless the  Committee
provides  otherwise at the time an Option is granted to an Eligible  Employee or
Consultant  hereunder or thereafter,  no  acceleration of  exercisability  shall
occur with respect to such Option if the Committee reasonably determines in good
faith, prior to the occurrence of the Change in Control,  that the Options shall
be honored or assumed,  or new rights substituted  therefore (each such honored,
assumed or substituted option hereinafter  called an "Alternative  Option"),  by
such Participant's employer (or the parent or a subsidiary of such employer), or
in the case of a Consultant,  by the entity (or its parent or subsidiary)  which
retains the Consultant,  immediately  following the Change in Control,  provided
that any such  Alternative  Option  must meet the  following  criteria:  (i) the
Alternative  Option  must be based on stock  which is traded  on an  established
securities  market,  or which will be so traded  within  thirty (30) days of the
Change in Control;  (ii) the  Alternative  Option must provide such  Participant
with  rights and  entitlements  substantially  equivalent  to or better than the
rights, terms and conditions  applicable under such Option,  including,  but not
limited to, an identical or better exercise schedule;  and (iii) the Alternative
Option must have economic  value  substantially  equivalent to the value of such
Option  (determined  at the time of the  Change in  Control).  For  purposes  of
Incentive Stock Options, any assumed or substituted Option shall comply with the
requirements of Treasury regulation sec. 1.425-1 (and any amendments thereto).

8.2. Change in Control. A "Change in Control" shall be deemed to have occurred:

(a) upon any  "person" as such term is used in  Sections  13(d) and 14(d) of the
Exchange Act (other than the  Company,  any trustee or other  fiduciary  holding
securities  under any employee  benefit plan of the Company,  any company owned,
directly or indirectly,  by the shareholders of the Company in substantially the
same  proportions as their  ownership of Common Stock of the Company),  becoming
the owner (as  defined  in Rule  13d-3  under the  Exchange  Act),  directly  or
indirectly,  of  securities of the Company  representing  fifty percent (50%) or
more of the combined voting power of the Company's then  outstanding  securities
(including, without limitation,  securities owned at the time of any increase in
ownership);

                                    Page 34


(b) during any period of two  consecutive  years, a change in the composition of
the Board of Directors of the Company such that the  individuals  who, as of the
date hereof,  comprise the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,  however, for purposes of
this  subsection  that any individual who becomes a member of an Incumbent Board
subsequent to the date hereof whose election,  or nomination for election by the
Company's  shareholders,  was approved in advance or contemporaneously with such
election by a vote of at least a majority of those  individuals  who are members
of the Incumbent  Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent Board;  but,
provided  further,  that any such individual whose initial  assumption of office
occurs as a result of either an actual or threatened  election  contest (as such
terms are used in Rule 14a-11 of Regulation 14A  promulgated  under the Exchange
Act) or other actual or threatened  solicitation of proxies or consents by or on
behalf of a Person other than the Board of Directors of the Company or actual or
threatened  tender  offer for shares of the  Company or similar  transaction  or
other contest for corporate  control  (other than a tender offer by the Company)
shall not be so considered as a member of the Incumbent Board;

(c) upon the merger or consolidation  of the Company with any other  corporation
(other  than a parent or  subsidiary  corporation  within the meaning of Section
424(e)  or  424(f)  of  the  Code,   respectively),   other  than  a  merger  or
consolidation  which  would  result  in the  voting  securities  of the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity) more than fifty percent (50%) of the combined voting power of
the voting  securities  of the  Company  or such  surviving  entity  outstanding
immediately after such merger or consolidation; or

(d)  upon  the  shareholders'  of the  Company  approval  of a plan of  complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company of all or substantially  all of the Company's assets other than the sale
of all or substantially  all of the assets of the Company to a person or persons
who beneficially  own,  directly or indirectly,  at least fifty percent (50%) or
more of the combined  voting power of the outstanding  voting  securities of the
Company at the time of the sale.

ARTICLE IX.

TERMINATION OR AMENDMENT OF THE PLAN

9.1. Termination or Amendment. Notwithstanding any other provision of this Plan,
the Board may at any time,  and from time to time,  amend,  in whole or in part,
any or all of the  provisions  of the Plan, or suspend or terminate it entirely,
retroactively or otherwise;  provided,  however, that, unless otherwise required
by law or specifically provided herein, the rights of a Participant with respect
to Options granted prior to such amendment,  suspension or termination,  may not
be impaired  without  the consent of such  Participant  and,  provided  further,
without the approval of the  shareholders  of the Company,  if and to the extent
required  by the  applicable  provisions  of Rule 16b-3 or under the  applicable
provisions  of Section  162(m) of the Code or,  with regard to  Incentive  Stock
Options,  Section  422 of the Code,  no  amendment  may be made which  would (i)
increase  the  maximum   individual   Participant   limitations   under  Section
4.1(b);(ii)  change the  classification of employees eligible to receive Options
under this Plan;  (iii) extend the maximum  option  period under Section 6.3; or
(iv)  require  shareholder  approval in order for the Plan to continue to comply
with the applicable  provisions,  if any, of Section 162(m) of the Code or, with
regard to Incentive Stock Options,  Section 422 of the Code. In no event may the
Plan be amended  without  the  approval  of the  shareholders  of the Company in
accordance  with the  applicable  laws or other  requirements  to  increase  the


                                    Page 35


aggregate  number of shares of Common Stock that may be issued under the Plan or
to make any other  amendment that would require  shareholder  approval under the
rules of any exchange or system on which the Company's  securities are listed or
traded at the request of the Company.  The  Committee may amend the terms of any
Option  theretofore  granted,  prospectively or  retroactively,  but, subject to
Article IV above or as otherwise specifically provided herein, no such amendment
or other action by the Committee  shall impair the rights of any holder  without
the holder's consent.

ARTICLE X.

UNFUNDED PLAN

10.1. Unfunded Status of Plan. This Plan is intended to constitute an "unfunded"
plan for  incentive  compensation.  With  respect to any  payments as to which a
Participant  has a fixed  and  vested  interest  but which are not yet made to a
Participant  by the  Company,  nothing  contained  herein  shall  give  any such
Participant any rights that are greater than those of a general  creditor of the
Company.

ARTICLE XI.

GENERAL PROVISIONS

11.1.  Legend.  The Committee may require each person receiving shares of Common
Stock  pursuant to the exercise of a Stock Option under the Plan to represent to
and agree with the Company in writing  that the  Participant  is  acquiring  the
shares  without  a view to  distribution  thereof.  In  addition  to any  legend
required by this Plan, the  certificates  for such shares may include any legend
which the Committee deems  appropriate to reflect any  restrictions on Transfer.
All  certificates  for shares of Common Stock  delivered under the Plan shall be
subject to such stock transfer  orders and other  restrictions  as the Committee
may deem advisable under the rules,  regulations  and other  requirements of the
Securities  and Exchange  Commission,  any stock  exchange upon which the Common
Stock is then listed or any national  securities  association  system upon whose
system  the  Common  Stock  is then  quoted,  any  applicable  Federal  or state
securities law, and any applicable  corporate law, and the Committee may cause a
legend  or  legends  to be put on any  such  certificates  to  make  appropriate
reference to such restrictions.

11.2. Other Plans.  Nothing  contained in this Plan shall prevent the Board from
adopting other or additional compensation  arrangements,  subject to shareholder
approval  if such  approval is  required;  and such  arrangements  may be either
generally applicable or applicable only in specific cases.

11.3. No Right to Employment/Consultancy/Directorship. Neither this Plan nor the
grant of any Option hereunder shall give any Participant or other individual any
right with respect to continuance of employment or consultancy by the Company or
any  Subsidiary,  nor shall there be a limitation in any way on the right of the
Company or any  Subsidiary  by which an employee is employed or if a consultant,
retained,  to terminate his employment or consultancy at any time.  Neither this
Plan nor the grant of any Option  hereunder  shall impose any  obligation on the
Company to retain any Participant as a director, nor shall it impose on the part
of any Participant any obligation to remain as a director of the Company.

11.4.  Withholding of Taxes.  The Company shall have the right,  if necessary or
desirable (as determined by the  Company),to  deduct from any payment to be made
to a Participant,  or to otherwise require, prior to the issuance or delivery of
any shares of Common Stock or the payment of any cash hereunder,  payment by the
Participant  of,  any  Federal,  state  or  local  taxes  required  by law to be
withheld.  The Committee may permit any such withholding  obligation with regard


                                    Page 36

to any  Participant  to be  satisfied by reducing the number of shares of Common
Stock  otherwise  deliverable  or by  delivering  shares of Common Stock already
owned.  Any  fraction of a share of Common  Stock  required to satisfy  such tax
obligations  shall be  disregarded  and the amount due shall be paid  instead in
cash by the Participant.

11.5. Listing and Other Conditions.

(a) As long as the Common Stock is listed on a national  securities  exchange or
system sponsored by a national securities  association,  the issue of any shares
of Common Stock pursuant to the exercise of an Option shall be conditioned  upon
such shares being listed on such  exchange or system.  The Company shall have no
obligation to issue such shares unless and until such shares are so listed,  and
the right to exercise  any Option with respect to such shares shall be suspended
until such listing has been effected.

(b) If at any time counsel to the Company  shall be of the opinion that any sale
or delivery of shares of Common  Stock  pursuant to the exercise of an Option is
or may in the  circumstances  be unlawful or result in the  imposition of excise
taxes on the Company under the statutes,  rules or regulations of any applicable
jurisdiction,  the  Company  shall  have  no  obligation  to make  such  sale or
delivery,  or  to  make  any  application  or  to  effect  or  to  maintain  any
qualification or registration  under the Securities Act of 1933, as amended,  or
otherwise with respect to shares of Common Stock,  and the right to exercise any
Option shall be suspended  until,  in the opinion of said counsel,  such sale or
delivery shall be lawful or will not result in the imposition of excise taxes on
the Company.

(c) Upon  termination  of any period of suspension  under this Section 11.5, any
Option  affected  by such  suspension  which  shall  not then  have  expired  or
terminated shall be reinstated as to all shares available before such suspension
and as to shares which would otherwise have become  available  during the period
of such suspension, but no such suspension shall extend the term of any Option.

11.6.  Governing  Law.  This Plan shall be governed and  construed in accordance
with  the  laws of the  State of  California(regardless  of the law  that  might
otherwise  govern  under  applicable   California   principles  of  conflict  of
laws).11.7.  Construction.  Wherever  any  words  are  used in this  Plan in the
masculine  gender they shall be  construed  as though they were also used in the
feminine  gender in all cases where they would so apply,  and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.

11.8.  Other  Benefits.  No Stock Option granted under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its Subsidiaries nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.

11.9. Costs. The Company shall bear all expenses included in administering  this
Plan, including expenses of issuing Common Stock pursuant to the exercise of any
Options hereunder.

11.10. No Right to Same Benefits. The provisions of Options need not be the same
with respect to each  Participant,  and such Options to individual  Participants
need not be the same in subsequent years.

11.11.  Death/Disability.  The  Committee  may in  its  discretion  require  the
transferee  of  a  Participant   to  supply  it  with  written   notice  of  the
Participant's  death or Disability  and to supply it with a copy of the will (in
the case of the  Participant's  death) or such other  evidence as the  Committee
deems  necessary  to establish  the  validity of the transfer of an Option.  The
Committee may also require that the  agreement of the  transferee to be bound by
all of the terms and conditions of the Plan.

                                    Page 37

11.12.  Section 16(b) of the Exchange Act. All elections and transactions  under
the Plan by persons  subject to Section 16 of the Exchange Act involving  shares
of Common Stock are intended to comply with any applicable  exemptive  condition
under Rule 16b-3.  To the extent  applicable,  the  Committee  may establish and
adopt written administrative guidelines,  designed to facilitate compliance with
Section  16(b) of the Exchange  Act, as it may deem  necessary or proper for the
administration  and  operation  of the  Plan  and the  transaction  of  business
thereunder. For purposes of this paragraph, the Company shall be deemed publicly
held when and if the Company has a class of common equity securities  registered
under Section 12 of the Exchange Act.

11.13.  Severability  of Provisions.  If any provision of the Plan shall be held
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other provisions  hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.

11.14. Headings and Captions.  The headings and captions herein are provided for
reference and  convenience  only,  shall not be considered part of the Plan, and
shall not be employed in the construction of the Plan.


ARTICLE XII.

EFFECTIVE DATE OF PLAN

The Plan shall take  effect upon  adoption  by the Board,  but the Plan (and any
grants of Options made prior to the shareholder approval mentioned herein) shall
be subject to the requisite approval of the shareholders of the Company.  In the
absence of such approval, such Options shall be null and void.


ARTICLE XIII.

TERM OF PLAN

No Stock  Option  shall be  granted  pursuant  to the Plan on or after the tenth
anniversary  of the  earlier  of the  date the  Plan is  adopted  or the date of
shareholder  approval,  but Options granted prior to such tenth  anniversary may
extend beyond that date.

ARTICLE XIV.

NAME OF PLAN

The name of the Plan is 2004 STOCK OPTION PLAN 0F QUINTEK TECHNOLOGIES, INC.



                                    Page 38

                           QUINTEK TECHNOLOGIES, INC.

              PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS -

                   ANNUAL MEETING OF SHAREHOLDERS JUNE 30, 2004


The undersigned, revoking all prior proxies, hereby appoint(s) Robert Steele and
Andrew Haag, or either of them, with full power of  substitution,  as proxies to
represent and vote, as  designated  below,  all share of Common Stock of Quintek
Technologies,  Inc.,  held of record by the undersigned at the close of business
on May 14, 2004,  at the Annual  Meeting of  Shareholders  to be held on June 30
2004, and at any adjournment thereof.


This proxy when properly  executed  will be voted in the manner  directed on the
reverse side hereof by the undersigned.  If no contrary  direction is made, this
proxy will be voted "FOR" all of the  proposals  set forth on the  reverse  side
hereof,  including  all the nominees  listed in Item 1 (or, if any such nominees
should be unable to accept such nomination,  for such other substitute person or
persons as may be recommended by the Board of Directors), and in accordance with
the proxies` best judgment upon other matters  properly coming before the Annual
Meeting and any adjournments thereof.

Please date and sign  exactly as your name appears  below.  In the case of joint
holders,  each should sign. If the signor is a corporation or partnership,  sign
in full the corporate or partnership  name by an authorized  officer or partner.
When signing as attorney,  executor,  trustee, officer, partner, etc., give full
title.


Dated:  _____________, 2004



-------------------------------------
Signature


-------------------------------------
Signature

PLEASE DATE,  SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED  ENVELOPE.  IF
YOU SIGN THIS PROXY WITHOUT OTHERWISE MARKING THE FORM, THIS PROXY WILL BE VOTED
AS  RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS TO BE CONSIDERED AT THE
ANNUAL MEETING.

   [SEE REVERSE SIDE]

                                    Page 39


1. The election of Robert Steele and Andrew Haag as Directors.

   ___ FOR  ALL  NOMINEES        ___ WITHHOLD  AUTHORITY

(If you wish to withhold  authority to vote for one or more but less than all of
the nominees named above, so indicate on the line provided below.)

----------------------------------------------------------------

--------------------------

2. Ratification of the appointment of Kabani & Company,  Inc.,  Certified Public
Accountants  as the  independent  auditors of the Company for fiscal year ending
June 30, 2004.


   ___ FOR        ___ AGAINST        ___ ABSTAIN

--------------------------

3. The proposal to increase the number of  authorized  shares of Common Stock to
200,000,000  and  the  number  of  authorized   shares  of  Preferred  Stock  to
50,000,000.

   ___ FOR        ___ AGAINST        ___ ABSTAIN

--------------------------

4. The  proposal to authorize  the Board of  Directors  to divide the  Preferred
Stock into any number of classes or series,  fix the  designation  and number of
shares  of each  such  series  or class,  and  alter or  determine  the  rights,
preferences,  privileges and  restrictions  of each class or series of Preferred
Stock not yet issued.

   ___ FOR        ___ AGAINST        ___ ABSTAIN

--------------------------

5. The proposal to authorize a quorum for any shareholder meeting to be at least
one third (1/3) of the shares entitled to vote.

   ___ FOR        ___ AGAINST        ___ ABSTAIN

--------------------------

6. The proposal to approve and adopt the Quintek  Technologies,  Inc. 2004 Stock
Option Plan.

   ___ FOR        ___ AGAINST        ___ ABSTAIN

--------------------------


In their  discretion,  the  proxies  are  authorized  to vote upon  such  other
business  as may  properly  come before the Annual  Meeting and any  adjournment
thereof.

                                    Page 40