QualTek Services Inc (fka QTEKQ)

[thepennyking]

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") OR ANY STATE SECURITIES ACT. NEITHER THIS WARRANT NOR SUCH
SECURITIES MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON
RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, WHICH
OPINION OF COUNSEL SHALL BE IN FORM AND CONTENT SATISFACTORY TO THE ISSUER, TO
THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH
STATE SECURITIES LAWS.

WARRANT

TO PURCHASE COMMON STOCK OF

QUINTEK TECHNOLOGIES, INC.

Warrant No. ___

THIS CERTIFIES that, as of January 31, 2003, for value received, Zubair Kazi or
his permitted assigns registered on the books of the Company (collectively, the
"Holder"), is entitled to purchase from Quintek Technologies, Inc., a California
corporation (the "Company"), at any time, during the exercise period referred to
in Section 1 hereof, 4,500,000 shares, subject to adjustment as set forth herein
(the "Shares"), of fully paid and nonassessable shares of common stock of the
Company (the "Common Stock"). The Warrant Exercise Price will be equal to $0.02
(Two Cents). This Warrant shall be exercisable only in whole, not in part.

Such share purchase shall be payable in the lawful currency of the United States
of America, subject to adjustment as set forth herein. As used herein, the term
"Warrant" shall include any warrant or warrants hereafter issued in consequence
of transfer of this Warrant in whole.

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1. Exercise; Payment for Ownership Interest. Upon the terms and
subject to the conditions set forth herein, this Warrant may be exercised only
in whole by the Holder hereof at any time on or after the date hereof and prior
to 5 p.m. New York time on July 31, 2003, by presentation and surrender of this
Warrant to the principal offices of the Company, together with the Purchase Form
annexed hereto, duly executed, and accompanied by payment to the Company of an
amount equal to the Warrant Exercise Price multiplied by the number of Shares as
to which this Warrant is then being exercised (the "Purchase Price"). Such
payment may be made, at the option of the Holder, by cash, money order,
certified or bank cashier's check or wire transfer.

Any transfer of this Warrant or the Shares obtained by Holder in
exercise of this Warrant is subject to the limitations imposed by the Consulting
Agreement pursuant to which this Warrant was initially issued and the
requirement that such securities are registered on Form S-8 under the Securities
Act of 1933, as amended, or any successor legislation thereto (the "1933 Act")
and applicable state securities laws or is exempt from registration under such
laws. The Holder of this Warrant shall be deemed to be a shareholder with
respect to the Shares as to which this Warrant is exercised in accordance
herewith effective immediately after the close of business on the date on which
the Holder shall have delivered to the Company this Warrant in proper form for
exercise and payment by certified or official bank check or wire transfer of the
cash purchase price for the number of Shares as to which the exercise is being
made. Upon any exercise and surrender of this Warrant, the Company (a) will
issue and deliver to the Holder a certificate or certificates in the name of the
Holder for the largest whole number of Shares to which the Holder shall be
entitled and, in lieu of any fractional Share to which the Holder otherwise
might be entitled, cash in an amount equal to the fair value of such fractional
share (determined in such reasonable and equitable manner as the Board of
Directors of the Company shall in good faith determine), and (b) will deliver to
the Holder such other securities, properties and cash which the Holder may be
entitled to receive upon such exercise, pursuant to the provisions of this
Warrant.

2. Anti-Dilution Provisions. The Share Price in effect at any time and
the number and kind of securities issuable upon exercise of this Warrant shall
be subject to adjustment from time to time upon the happening of certain events
as follows:

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2.1 Reorganization, Reclassification, Consolidation, Merger, Sale
or Lease. If any capital reorganization, reclassification or any other
change of capital stock of the Company, or any consolidation or merger
of the Company with another person, or the sale or transfer of all or
substantially all of its assets to another person shall be effected in
such a way that holders of shares of Common Stock shall be entitled to
receive securities or assets with respect to or in exchange for their
shares of Common Stock, then provision shall be made by the Company, in
accordance with this Section 2.1, whereby the Holder hereof shall
thereafter have the right to purchase and receive, upon the basis and
upon the terms and conditions specified in this Warrant and in addition
to or in exchange for, as applicable, the Shares subject to this
Warrant immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby, such securities or assets as
would have been issued or payable with respect to or in exchange for
the aggregate Shares immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby if exercise of the
Warrant had occurred immediately prior to such reorganization,
reclassification, consolidation, merger or sale. The Company will not
effect any such consolidation, merger, sale, transfer or lease unless
prior to the consummation thereof the successor entity (if other than
the Company) resulting from such consolidation or merger or the entity
purchasing such assets shall assume by written instrument (i) the
obligation to deliver to the Holder such securities or assets as, in
accordance with the foregoing provisions, the Holder may be entitled to
purchase, and (ii) all other obligations of the Company under this
Warrant. The provisions of this Section 2.1 shall similarly apply to
successive consolidations, mergers, sales, transfer, or leases. In the
event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or transfer, additional
shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an
issue of Common Stock covered by the provisions of Section 2.1 hereof.

2.2 Dividends; Distributions; Reclassifications. In addition to
those adjustments set forth in Section 2.1, but without duplication of
the adjustments to be made under such Section, if the Company:

(1) declares or pays a dividend or makes a
distribution on its Common Stock in shares
of its Common Stock;

(2) subdivides or reclassifies its outstanding
shares of Common Stock into a greater number
of shares;

(3) combines or reclassifies its outstanding
shares of Common Stock into a smaller number
of shares;

(4) makes a distribution on its Common Stock in
shares of its capital stock other than
Common Stock; and/or

(5) issues, by reclassification of its Common
Stock, any shares of its capital stock;


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then the number and kind of Shares purchasable upon exercise of this Warrant
shall be adjusted so that the Holder upon exercise hereof shall be entitled to
receive the kind and number of Shares or other securities of the Company that
the Holder would have owned or have been entitled to receive after the happening
of any of the events described above had this Warrant been exercised immediately
prior to the happening of such event or any record date with respect thereto. An
adjustment made pursuant to this Section 2.2 shall become effective immediately
after the record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or issuance. If, as a result of an adjustment made pursuant to this
Section 2.2, the Holder of this Warrant thereafter surrendered for exercise
shall become entitled to receive shares of two or more classes of capital stock
of the Company, the Board of Directors (whose determination shall be conclusive
and shall be described in a written notice to all holders of Warrants within ten
(10) business days after such adjustment) shall determine the allocation of the
adjusted Share Price between or among shares of such classes of capital stock.
The adjustment to the number of Shares purchasable upon the exercise of
this Warrant described in this Section 2.2 shall be made each time any event
listed in paragraphs (i) through (v) of this Section 2.2 occurs.

In the event that at any time, as a result of an adjustment made
pursuant to this Section 2, the Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Sections 2.1 hereof.

2.3 Notice of Adjustments. Upon the occurrence of each
adjustment or readjustment of the Share Price pursuant to this Section
2, the Company at its expense will promptly compute such adjustment or
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment or readjustment, including a
statement of the adjusted Share Price or adjusted number of shares of
Common Stock, if any, issuable upon exercise of each Warrant,
describing the transaction giving rise to such adjustments and showing
in detail the facts upon which such adjustment or readjustment is
based. The Company will within thirty (30) days of such adjustment
mail, by first class mail, postage prepaid, a copy of each such
certificate to the Holder of this Warrant at the address of such Holder
as shown on the books of the Company, and to its Transfer Agent.

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2.4 DeMinimis Limitation. No adjustment in the Share Price
shall be required unless such adjustment would require an increase or
decrease of at least one-tenth cent ($0.001) in such price; provided,
however, that any adjustments which by reason of this Section 2.4 are
not required to be made shall be carried forward and taken into account
in any subsequent adjustment required to be made hereunder. All
calculations under this Section 2 shall be made to the nearest cent or
to the nearest one-hundredth of a share, as the case may be.

3. No Voting Rights. This Warrant shall not be deemed to confer upon
the Holder any right to vote or to consent to or receive notice as a stockholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a stockholder, prior to the exercise hereof.

4. Transfer Restrictions. This Warrant and all rights hereunder are
transferable, in whole only, at the principal offices of the Company by the
Holder hereof, upon surrender of this Warrant properly endorsed; provided,
however, that without the prior written consent of the Company, this Warrant and
all rights hereunder may be transferred only (i) to a family member of the
Holder or if the Holder is not an individual, to any partner, member or
shareholder of Holder; (ii) to an affiliate of the initial Holder or to an
affiliate of any member, partner or shareholder of the Holder hereof or
successor in interest to any such person; or (iii) pursuant to the registration
of this Warrant or the Shares under the 1933 Act or subsequent to one year from
the date hereof pursuant to an exemption under Rule 144 or other exemption from
such registration. In no event may this Warrant or the Shares be transferred to
a transferee that is not be eligible to receive a transfer of shares of Common
Stock.

5. Warrants Exchangeable; Loss, Theft, Destruction, Etc. This Warrant
is exchangeable, upon surrender hereof by the Holder hereof at the principal
offices of the Company, for new Warrants of like tenor representing in the
aggregate the right to subscribe for and purchase the Shares which may be
subscribed for and purchased hereunder, each such new Warrant to represent the
right to subscribe for and purchase such Shares (not to exceed the maximum
aggregate Shares which may be purchased hereunder) as shall be designated by
such Holder hereof at the time of such surrender. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon
delivery of a bond or indemnity satisfactory to the Company, or, in the case of
any such mutilation, upon surrender or cancellation of this Warrant, the Company
will issue to the Holder hereof a new Warrant of like tenor, in lieu of this
Warrant, representing the right to subscribe for and purchase the Shares which
may be subscribed for and purchased hereunder.

6. Legends; Investment Representations. Any certificate evidencing the
securities issued upon exercise of this Warrant shall, unless the securities
underlying this Warrant have been registered under the 1933 Act, bear a legend
in substantially the following form:


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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH
SECURITIES MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
(B) UPON RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER, WHICH OPINION OF COUNSEL SHALL BE IN FORM AND CONTENT SATISFACTORY TO
THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER
THE ACT AND SUCH STATE SECURITIES LAWS.

7. Reservation of Shares. The Company will immediately, and at all
times, reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Common Stock or its authorized and
issued Common Stock held in its treasury, solely for the purpose of enabling it
to satisfy any obligation to issue Shares upon exercise of this Warrant, the
maximum number of shares of Common Stock which may then be deliverable upon the
exercise of this Warrant.
The transfer agent for the Common Stock (the "Transfer Agent") and
every subsequent transfer agent for any shares of the Company's capital stock
issuable upon the exercise of any of the rights of purchase pursuant hereto will
be irrevocably authorized and directed at all times to reserve such number of
authorized shares as shall be required for such purpose. The Company will keep a
copy of this Warrant on file with the Transfer Agent and with every subsequent
transfer agent for any shares of the Company's capital stock issuable upon the
exercise of the rights of purchase represented by this Warrant. The Company will
furnish such Transfer Agent a copy of all notices of adjustments and
certificates related thereto transmitted to the Holder pursuant to Section 2
hereof.
The Company covenants that all Shares which may be issued upon exercise
of this Warrant will, upon issue, be fully paid, nonassessable, free of
preemptive rights and free from all liens and security interests with respect to
the issue thereof.
8. Descriptive Headings and Governing Law. The descriptive headings of
the several paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant. This Warrant shall be construed and
enforced in accordance with the laws of California, and the rights of the
parties shall be governed by, the law of California.

9. Subsequent Holders. If this Warrant is subsequently held by more
than one Holder, then each holder shall be responsible for their proportionate
share of the obligations of the Holder hereunder and the terms of this Warrant
shall apply proportionately to each such holder.







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10. Miscellaneous. The Company shall pay all expenses and other charges
payable in connection with the preparation, issuance and delivery of this
Warrant and all substitute Warrants other than as set forth in this Section 10.
The Holder shall pay all taxes in connection with such issuance and delivery of
the Warrants and the Shares.

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The Company shall maintain, at the office or agency of the
Company maintained by the Company, books for the registration and transfer of
the Warrant.

IN WITNESS WHEREOF, this Warrant Agreement has been as of the
day and year first written above.

QUINTEK TECHNOLOGIES, INC.

By: /s/ Robert Steele
---------------------------
Name: Robert Steele
Title: Chief Executive Officer


PURCHASE FORM

Dated: , 200_
------------------- ---

The undersigned Holder hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing Shares and hereby makes payment of $________
in payment of the exercise price thereof.


--------------------
(Holder)

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http://www.sec.gov/Archives/edgar/data/1107714/000093173103000054/ex10no3.txt