CONSULTING AGREEMENT

Exhibit 10.1

CONSULTING AGREEMENT

THIS AGREEMENT is made on April 19, 2007, by and between Quintek Technologies, Inc . ( “QUINTEK” ), and Kernan Consulting, Inc. ( “Consultant” ), with reference to the following facts:

NOW, THEREFORE , in consideration of the mutual promises contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Scope of the Engagement .

1.1 For purposes of this engagement, Consultant will provide the services of Executive to serve as the President and Chief Executive Officer of QUITEK. Executive will provide the standard services of a contract CEO to include overseeing the day-to-day operations of QUINTEK, SEC filings, sales, financial analysis and capital raising, projections, banking and strategic analysis.

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

1.3   Consultant shall devote its time, ability and attention to the business of QUINTEK during the term of this Agreement with the exceptions noted in 1.4 below. Consultant shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the Board.

1.4   QUINTEK hereby provides consent for Consultant to continue working in an advisory and consulting capacity which is not in competition with QUINTEK, as long such involvement does not detract from its responsibilities to QUINTEK.

1.5   Consultant acknowledges and agrees that Executives services to QUINTEK are of a special, unique and extraordinary character and further acknowledges and agrees that a breach of any of the covenants or agreements contained in this Agreement (including but not limited to Sections 2.2 and 7 hereof) is likely to result in irreparable and continuing damage to QUINTEK for which there will be no adequate remedy at law. Accordingly, in the event of such breach QUINTEK shall be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages, if appropriate).

2.   Term .

2.1   The term of this Agreement shall be for five (5) years.

2.2   Consultant agrees to provide QUINTEK with ninety (90) days written notice prior to terminating this Agreement.

2.3   If Consultant is terminated prior to the fifth anniversary of this Agreement for reasons other than “for cause” or if Executive becomes “Disabled” (as defined herein), QUINTEK will provide Consultant with twelve (12) months’ notice prior to terminating this Agreement. If, however, QUINTEK does not provide Consultant with twelve (12) months’ notice or provides less than twelve (12) months’ notice, it shall provide Consultant with an equivalent amount of pay in lieu of notice for all or any portion of the twelve (12) months’ notice not provided. Such pay in lieu of notice is in addition to any other sums which may be owed to Consultant pursuant to this Agreement. Any pay in lieu of notice shall constitute severance pay (“Severance”) and shall be paid over the course of the pay in lieu of notice period in accordance with QUINTEK’s regular payroll practices at the rate of the then-current compensation. In no event shall QUINTEK be required to pay Severance if Consultant resigns, is terminated after the fifth anniversary of this Agreement for any or no reason, if Consultant is terminated because Executive has become “Disabled” or if Consultant is terminated at any time “for cause”, other than as set forth in Paragraph 2.6. In the event that QUINTEK’s Recast Profits (as defined in Paragraph 3.3) for the twelve (12) month period prior to termination amount to less than Two Million Dollars ($2,000,000), QUINTEK shall pay a separation benefit equivalent to three month’s compensation at the then-current rate.

2.4   As used herein, the term “for cause” shall be limited to the following:

2.4.1   Consultant’s continued failure or habitual neglect to perform its duties as set forth in Section 1 of this Agreement after receiving written notice of the alleged deficiencies and having had an opportunity to improve; or

2.4.2   Consultant’s engaging in any activity or conduct which is specifically precluded by this Agreement, including any activity competitive with or intentionally injurious to QUINTEK; or

2.4.3   Intentional malfeasance or misfeasance or gross neglect of duty engaged in by Consultant while carrying out its duties owing to QUINTEK under this Agreement; or

2.4.4   Executive’s impairment due to alcohol or other substance abuse which in the reasonable judgment of QUINTEK affects or interferes with, or may affect or interfere with, Executive’s performance or capacity to properly discharge Executive’s duties, such impairment not to include an isolated incident occurring off the premises during non-working hours; or

2.4.5   The commission by Executive of a felony or a crime involving moral turpitude (whether or not prosecuted), the charge or indictment of Executive by a governmental or prosecutorial authority of the same or the pleading by Executive of no contest (or similar plea) to the same, whether or not committed in the course of his employment; or

2.4.6   Consultant’s committing any act of dishonesty against QUINTEK or using or appropriating for its personal use or benefit any funds or properties of QUINTEK, unless such use or appropriation was specifically authorized by the Board in writing.

2.5   This Agreement shall not be terminated by any merger or consolidation where QUINTEK is not the consolidated or surviving corporation or by any transfer of all or substantially all of the assets of QUINTEK. In the event of any such merger or consolidation or transfer of assets, the surviving or resulting corporation or the transferee of the assets of QUINTEK shall be bound by and shall have the benefit of the provisions of this Agreement, and QUINTEK shall take all steps necessary to ensure that such corporation or transferee is bound by the provisions of this Agreement.

2.6   If Consultant is terminated prior to the fifth anniversary of this Agreement “for cause” as defined by Paragraphs 2.4.1 and 2.4.4, QUINTEK shall pay Consultant a separation benefit equivalent to one month’s base compensation at the then-current rate (“Separation Benefit”).

2.7   QUINTEK may terminate Consultant if Executive becomes Disabled, such termination to be made in QUINTEK’s sole discretion. For the purposes of this Agreement, “Disabled” shall mean that Executive is unable to perform his duties hereunder, either with or without a reasonable accommodation, as the result of his incapacity due to physical or mental illness or condition, and such inability continues for at least thirty (30) consecutive calendar days or equals or exceeds sixty (60) calendar days during any consecutive twelve (12)-month period. If Consultant is terminated prior to the fifth anniversary of this Agreement due to Executive becoming Disabled, QUINTEK shall pay Consultant a separation benefit equivalent to three month’s base compensation at the then-current rate (“Disability Benefit”).

2.8   As a precondition to paying the foregoing Severance, Separation Benefit or Disability Benefit, QUINTEK may require that Consultant re-confirm its obligations under Paragraph 7 and execute a general release of any and all claims it might have against QUINTEK, whether arising out of its consulting agreement or termination of the consulting agreement, other than QUINTEK’s obligation to pay the Severance, Separation Benefit or Disability Benefit, as the case may be. Furthermore, any compensation, severance, separation benefit or disability benefit or other amounts due to Consultant following termination may be offset against any amounts due to QUINTEK from Consultant.

3. Compensation .  

3.1   As compensation for services hereunder, Consultant shall receive monthly compensation of $15,000 per month (the “Compensation”), during the term of this Agreement, subject to adjustment as set forth in Paragraph 3.2 below.

3.2   Compensation shall remain unchanged until such time as QUINTEK’s quarterly Gross Revenue shall exceed or equal the sum of $900,000. If QUINTEK’s quarterly Gross Revenue shall exceed or equal the sum of $900,000, Compensation for the following quarter shall be increased to the sum of $18,000 per month. If QUINTEK’s quarterly Gross Revenue shall exceed or equal the sum of $1,200,000, Compensation for the following quarter shall be increased to the sum of $21,000 per month. If QUINTEK’s quarterly Gross Revenue decreases at any time, Compensation shall be decreased to the corresponding monthly compensation described in this Paragraph, subject to a final reduction to the base Compensation amount set forth in Paragraph 3.1 above. For the purposes of this Agreement, “Gross Revenue” shall be defined as QUINTEK’s gross revenue for the applicable quarter as calculated by QUINTEK’s regular accountant(s).

3.3   In addition, Consultant will be eligible to receive an annual bonus based upon the Recast Profits of QUINTEK over the prior twelve (12) month calendar/fiscal year period. If QUINTEK’s Recast Profit Margin for the prior twelve (12) month calendar/fiscal year period is less than six (6%) percent then Consultant will not receive any bonus. If QUINTEK’s Recast Profit Margin for the prior twelve (12) month calendar/fiscal year period equal or exceed six (6%) percent, then Consultant 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, Consultant will receive an additional bonus of one (1%) percent of Recast Profits within thirty (30) days of such year end, such additional bonus to be prorated for each additional one (1%) percent in Recast Profit Margin over and above the sum of six (6%) percent of Recast Profit Margin for the prior twelve (12) month calendar/fiscal year period. For example, if at the end of calendar/fiscal year 2007, QUINTEK’s Recast Profits for the prior year amount to $994,200 then Consultant would be paid the sum of $59,552 within thirty (30) days. For the purposes of this agreement, “Executive’s Compensation” is defined as Executive’s salary, car allowance (not to exceed Five Hundred Dollars ($500) per month and interest paid on Executive’s loans (if any) to QUINTEK, as calculated by QUINTEK’s regular accountant(s). For the purposes of this Agreement, “Recast Profits” shall be defined as net profits before interest, taxes, depreciation and amortization (EBITDA), less Executive’s Compensation. For the purposes of this Agreement, “Recast Profit Margin” shall be defined as the quotient of Recast Profits divided by Gross Revenue

3.4   Consultant will be paid a car allowance of Five Dollars ($500) per month during the term of this Agreement. This automobile allowance will be QUINTEK’s sole obligation with respect to Consultant’s leased or owned automobile; Consultant will maintain the costs of license, insurance and maintenance during this period. In addition, Consultant accepts such automobile allowance on such terms and conditions as QUINTEK may establish from time to time regarding the payment of an automobile allowance to its employees.

3.5   Other Benefits. Executive shall be entitled to continue to participate in or receive benefits under all of the Employee Benefit Plans of QUINTEK under which Employee may participate in accordance with applicable laws and the terms of such plans in effect on the date hereof, or under plans or arrangements that provide Executive with at least substantially equivalent benefits to those provided under such Employee Benefit Plans. As used herein, "Employee Benefit Plans" include, without limitation, each pension, and retirement plan; supplemental pension, retirement, and deferred compensation plan; savings and profit-sharing plan; stock ownership plan; stock purchase plan; stock option plan; life insurance plan; medical insurance plan; disability plan; and health and accident plan or arrangement established and maintained by QUINTEK on the date hereof. Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement which may, in the future, be made available to QUINTEK's executives and key management employees, subject to and on a basis consistent with the terms, conditions, and overall administration of such pla