Exhibit 10.4

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR APPLICABLE STATE  SECURITIES LAWS, AND MAY NOT BE SOLD,  PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
OR PURSUANT TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY  TO DYNTEK,  INC. AND ITS COUNSEL,  THAT SUCH  REGISTRATION  IS NOT
REQUIRED.

 VOID AFTER 5:00 P.M. EASTERN TIME, __________, 200[__][5 years from grant date]

                                     WARRANT

           For the Purchase of [_____________] Shares of Common Stock

                                       of

                                  DYNTEK, Inc.

1. Warrant.

      THIS  CERTIFIES  THAT,  in  consideration  of $10.00  and  other  good and
valuable  consideration,  duly paid by or on behalf of  __________________  (the
"Holder"), as registered owner of this Warrant, to Dyntek, Inc. (the "Company"),
the Holder is  entitled,  at or before 5:00 p.m.,  Eastern  time on  __________,
200[___][5 years from grant date] (the "Expiration  Date"),  but not thereafter,
to  subscribe  for,   purchase  and  receive,   in  whole  or  in  part,  up  to
[________________  (#____)] shares of Common Stock, par value $0.0001 per share,
of the Company (the "Common Stock") in accordance with Section 2 hereof.  If the
Expiration  Date  is a day on  which  banking  institutions  are  authorized  or
required  by law to  close,  then  this  Warrant  may be  exercised  on the next
succeeding  day which is not such a day in  accordance  with the  terms  herein.
During the period ending on the Expiration  Date, the Company agrees not to take
any action that would  terminate the Warrant.  This Warrant is  exercisable at a
price of $0.90 per share; provided,  however, that upon the occurrence of any of
the events  specified in Section 5 hereof,  the rights  granted by this Warrant,
including  the  exercise  price and the  number of shares of Common  Stock to be
received upon such exercise,  shall be adjusted as therein  specified.  The term
"Exercise Price" shall mean the initial exercise price or the adjusted  exercise
price,  depending  on  the  context,  of a  share  of  Common  Stock.  The  term
"Securities"  shall mean the shares of Common Stock  issuable  upon  exercise of
this Warrant.

2. Exercise.

      2.1 Exercise  Form. In order to exercise  this Warrant,  the exercise form
attached  hereto  must be duly  executed  and  completed  and  delivered  to the
Company,  together  with this Warrant and payment of the Exercise  Price for the
Securities being purchased.  If the subscription rights represented hereby shall
not be exercised at or before 5:00 p.m.,  Eastern time, on the Expiration  Date,
this Warrant shall become and be void without  further force or effect,  and all
rights represented hereby shall cease and expire.

      2.2 Legend.  Each certificate for Securities  purchased under this Warrant
shall  bear a legend as  follows,  unless and until  such  Securities  have been
registered under the Securities Act of 1933, as amended (the "Act"):

<PAGE>

      "The securities  represented by this  certificate have not been registered
      under the  Securities  Act of 1933,  as amended (the "Act") or  applicable
      state law. The securities  may not be offered for sale,  sold or otherwise
      transferred except pursuant to an effective  registration  statement under
      the Act, or pursuant to an exemption from  registration  under the Act and
      applicable state law."

      2.3 Exercise Schedule. This Warrant may be exercised, in whole or in part,
at any time  following the date hereof but prior to the  Expiration  Date.  Each
exercise of this Warrant shall be deemed to have been effected immediately prior
to the  close of  business  on the day on which  this  Warrant  shall  have been
surrendered  to the Company as provided in Section 2.1 above.  At such time, the
person or persons in whose name or names any  certificates  for Securities shall
be  issuable  upon such  exercise  shall be deemed to have  become the holder or
holders of record of the Securities represented by such certificates.

3. Transfer.

      3.1 General  Restrictions.  The Holder of this Warrant,  by its acceptance
hereof,  agrees that it shall not sell,  transfer or assign or hypothecate  this
Warrant to any person or entity  except  upon  compliance  with,  or pursuant to
exemptions  from,  applicable  securities  laws.  In order to make any permitted
assignment,  the Holder must deliver to the Company the assignment form attached
hereto duly  executed and  completed,  together with this Warrant and payment of
all transfer taxes, if any, payable in connection therewith.  In such event, the
Company shall immediately  transfer this Warrant on the books of the Company and
shall  execute  and  deliver a new  Warrant  or  Warrants  of like  tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of shares of Common Stock  purchasable  hereunder or such portion of such
number as shall be contemplated by any such assignment.

      3.2  Restrictions  Imposed by the  Securities  Act.  This  Warrant and the
Securities underlying this Warrant shall not be transferred unless and until (a)
the  Company  has  received  an  opinion of  counsel  for the  Holder  that such
securities may be sold pursuant to an exemption from registration  under the Act
and applicable  state  securities laws, the availability of which is established
to the reasonable  satisfaction of the Company, or (b) a registration  statement
relating to such Securities has been filed by the Company and declared effective
by the Securities and Exchange  Commission and compliance with applicable  state
securities laws.

      3.3 Registration Rights. Pursuant to the terms and conditions set forth in
the Subscription Agreement,  being simultaneously executed herewith, the Company
shall prepare and file with the Commission a Registration  Statement relating to
the offer and sale of the Common Stock issuable upon exercise of the Warrant and
shall use its  reasonable  best efforts to cause the  Commission to declare such
Registration  Statement effective under the Securities Act pursuant to the terms
and  conditions  of the  Subscription  Agreement.  If the Company shall list any
shares of Common Stock on any securities exchange, it will, at its expense, list
thereon,  maintain and, when necessary,  increase such listing of, all shares of
Common  Stock  issued  or,  to  the  extent  permissible  under  the  applicable
securities exchange rules, issuable upon the exercise of this Warrant so long as
any shares of Common Stock shall be so listed during any such Exercise Period.

4. New Warrants to be Issued.

      4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3
hereof,  this Warrant may be  exercised or assigned in whole or in part.  In the
event of the exercise or assignment  hereof in part only, upon surrender of this
Warrant for cancellation, together with the duly executed exercise or assignment
form and funds (or conversion  equivalent)  sufficient to pay any Exercise Price
and  transfer  taxes,  the  Company  shall cause to be  delivered  to the Holder
without  charge a new  Warrant of like tenor to this  Warrant in the name of the
Holder  evidencing  the right of the Holder to purchase the aggregate


                                       2
<PAGE>

number of shares of Common Stock and Warrants purchasable  hereunder as to which
this Warrant has not been exercised or assigned.

      4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory
to it of the loss,  theft,  destruction  or  mutilation  of this  Warrant and of
reasonably satisfactory indemnification, the Company shall execute and deliver a
new Warrant of like tenor and date. Any such new Warrant  executed and delivered
as a result of such loss,  theft,  mutilation or destruction  shall constitute a
substitute contractual obligation on the part of the Company.

5. Adjustments

      5.1  Adjustments to Exercise Price and Number of Securities.  The Exercise
Price and the number of shares of Common Stock  underlying this Warrant shall be
subject to adjustment from time to time as hereinafter set forth:

            5.1.1  Stock  Dividends,  Recapitalizations,  Reclassifications  and
Split-Ups.  If, after the date hereof,  and subject to the provisions of Section
5.2,  the number of  outstanding  shares of Common Stock is increased by a stock
dividend  on the  Common  Stock  payable  in  shares  of  Common  Stock  or by a
recapitalization,  reclassification  or  split-up  of shares of Common  Stock or
other similar event,  then, on the effective date thereof,  the number of shares
of Common Stock  issuable  upon  exercise of this Warrant  shall be increased in
proportion to such increase in outstanding shares.

            5.1.2 Consolidations,  Combinations or  Reclassifications.  If after
the date  hereof,  and subject to the  provisions  of Section 5.2, the number of
outstanding shares of Common Stock is decreased by a consolidation,  combination
or reclassification of shares of Common Stock or other similar event, then, upon
the effective  date thereof,  the number of shares of Common Stock issuable upon
exercise of this Warrant  shall be decreased in  proportion  to such decrease in
outstanding shares.

            5.1.3  Adjustments in Exercise Price.  Whenever the number of shares
of Common Stock  purchasable  upon the exercise of this Warrant is adjusted,  as
provided in this  Section  5.1,  the  Exercise  Price shall be adjusted  (to the
nearest whole cent) by multiplying such Exercise Price immediately prior to such
adjustment  by a  fraction  (x) the  numerator  of which  shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such  adjustment,  and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

            5.1.4  Replacement of Securities  upon  Reorganization,  etc. In the
event of any  reclassification  or reorganization  of the outstanding  shares of
Common Stock other than a change covered by Section 5.1.1 or that solely affects
the par value of such  shares of Common  Stock,  or in the case of any merger or
consolidation  of the Company  with or into  another  corporation  (other than a
consolidation  or merger in which the Company is the continuing  corporation and
which  does  not  result  in  any  reclassification  or  reorganization  of  the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another  corporation  or entity of the property of the Company as an entirety or
substantially  as an entirety in connection with which the Company is dissolved,
the Holder of this Warrant shall have the right thereafter (until the Expiration
Date) to receive upon the exercise hereof, for the same aggregate Exercise Price
payable hereunder immediately prior to such event, the kind and amount of shares
of stock or other  securities or property  (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or other  transfer,  by a Holder of the number of shares
of  Common  Stock  of the  Company  obtainable  upon  exercise  of this  Warrant
immediately  prior to such  event;  and in the event any  reclassification  also
results  in a change in shares of Common  Stock  covered  by  Sections  5.1.1 or
5.1.2, then such adjustment shall be


                                       3
<PAGE>

made pursuant to Sections  5.1.1,  5.1.2 and 5.1.3 and this Section  5.1.4.  The
provisions   of  this  Section  5.1.4  shall   similarly   apply  to  successive
reclassifications,  reorganizations,  mergers or consolidations,  sales or other
transfers.

            5.1.5  Changes in Form of Warrant.  This form of Warrant need not be
changed  because of any change pursuant to this Section 5.1, and Warrants issued
after  such  change  may state the same  Exercise  Price and the same  number of
shares  of  Common  Stock  and  Warrants  as are  stated  in this  Warrant.  The
acceptance  by any Holder of the issuance of new Warrants  reflecting a required
or  permissive  change  shall  not be  deemed  to waive  any  rights  to a prior
adjustment or the computation thereof.

      5.2 Elimination of Fractional Interests. The Company shall not be required
to issue certificates  representing fractions of shares of Common Stock upon the
exercise of this Warrant, nor shall it be required to issue scrip or pay cash in
lieu of any  fractional  interests,  it being the intent of the parties that all
fractional  interests  shall be  eliminated  by rounding  any fraction up to the
nearest whole number of shares of Common Stock or other  securities,  properties
or rights.

6. Reservation. The Company shall at all times reserve and keep available out of
its authorized  shares of Common Stock,  solely for the purpose of issuance upon
exercise  of this  Warrant,  such  number of  shares  of  Common  Stock or other
securities, properties or rights as shall be issuable upon the exercise thereof.
The Company covenants and agrees that, upon exercise of this Warrant and payment
of the Exercise Price therefor,  all shares of Common Stock and other securities
issuable upon such  exercise  shall be duly and validly  issued,  fully paid and
non-assessable.

7. Certain Notice Requirements.

      7.1 Holder's  Right to Receive  Notice.  Nothing in this Warrant  shall be
construed  as  conferring  upon the  Holder  the right to vote or  consent or to
receive  notice as a  stockholder  for the  election of  directors  or any other
matter, or as having any rights whatsoever as a stockholder of the Company.  If,
however,  at any time prior to the Expiration  Date, any of the events described
in Section 7.2 shall occur,  then,  in one or more of said  events,  the Company
shall give written notice of such event at least 15 days prior to the date fixed
as a record date or the date of closing the transfer books for the determination
of the  stockholders  entitled to such  dividend,  distribution,  conversion  or
exchange  of  securities  or  subscription  rights,  or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of the closing of the transfer  books,  as the case
may be.

      7.2 Events  Requiring  Notice.  The Company  shall be required to give the
notice described in this Section 7 upon one or more of the following events: (a)
if the Company  shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution,  (b) if
the Company  shall offer to all the holders of its Common  Stock any  additional
shares  of  capital  stock of the  Company  or  securities  convertible  into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant  to  subscribe  therefor,  (c) a merger or  reorganization  in which the
Company is not the surviving party, or (d) a dissolution, liquidation or winding
up of the Company (other than in connection with a consolidation or merger) or a
sale of all or substantially  all of its property,  assets and business shall be
proposed.

      7.3 Notice of Change in Exercise Price. The Company shall,  promptly after
an event  requiring a change in the Exercise  Price  pursuant to Section 5, send
notice to the Holders of such event and change (the "Price  Notice").  The Price
Notice shall describe in reasonable  detail the event causing


                                       4
<PAGE>

the change  and the method of  calculating  the same and shall be  certified  as
being true and accurate by the Company's President and Chief Financial Officer.

      7.4  Transmittal  of Notices.  All notices,  requests,  consents and other
communications  under this  Warrant  shall be in writing  and shall be deemed to
have been duly made on the date of delivery if delivered  personally  or sent by
overnight courier,  or by facsimile with  acknowledgment of receipt by the party
to which  notice is given,  or on the fifth day after  mailing  if mailed to the
party to whom notice is to be given,  by  registered  or certified  mail,  or by
electronic  confirmation  or  return  receipt  requested,  postage  prepaid  and
properly  addressed  as follows:  (a) if to the Holder of this  Warrant,  to the
address of such Holder as shown on the books of the  Company,  and (b) if to the
Company, to its principal executive office.

8. Miscellaneous.

      8.1 Headings.  The headings  contained  herein are for the sole purpose of
convenience of reference and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Warrant.

      8.2 Entire Agreement. This Warrant (together with the other agreements and
documents  being  delivered  pursuant  to or in  connection  with this  Warrant)
constitutes  the entire  agreement  of the parties  hereto  with  respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter hereof.

      8.3 Binding Effect.  This Warrant shall inure solely to the benefit of and
shall  be  binding  upon  the  Holder  and  the  Company  and  their  respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable  right,  remedy or claim under or in
respect of or by virtue of this Warrant or any provisions herein contained.

      8.4  Governing  Law;  Submission  to  Jurisdiction.  This Warrant shall be
governed by and construed  and enforced in accordance  with the law of the State
of New York,  without giving effect to conflict of laws. Each of the Company and
the Holder hereby agrees that any action, proceeding or claim against it arising
out of, or relating in any way to this Warrant  shall be brought and enforced in
the courts of the State of New York or of the United  States of America  for the
Southern  District of New York, and  irrevocably  submits to such  jurisdiction,
which jurisdiction shall be exclusive. Each of the Company and the Holder hereby
waives  any  objection  to such  exclusive  jurisdiction  and that  such  courts
represent an  inconvenient  forum.  Any process or summons to be served upon the
Company may be served by  transmitting a copy thereof by registered or certified
mail, return receipt requested,  postage prepaid, addressed to it at the address
set forth in Section 7. Such mailing shall be deemed personal  service and shall
be legal and binding upon the Company in any action,  proceeding or claim.  Each
of the  Company  and the Holder  agrees  that the  prevailing  party in any such
action shall be entitled to recover  from the other party all of its  reasonable
attorneys'  fees and  expenses  relating  to such  action or  proceeding  and/or
incurred in connection with the preparation therefor.

      8.5 Waiver,  Etc.  The failure of the Company or the Holder to at any time
enforce any of the  provisions  of this Warrant shall not be deemed or construed
to be a waiver of any such  provision,  nor to in any way affect the validity of
this Warrant or any  provision  hereof or the right of the Company or any Holder
to thereafter enforce each and every provision of this Warrant. No waiver of any
breach,  non-compliance  or  non-fulfillment  of any of the  provisions  of this
Warrant shall be effective unless set forth in a written instrument  executed by
the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach,  non-compliance  or  non-fulfillment  shall be
construed  or  deemed  to  be a  waiver  of  any  other  or  subsequent  breach,
non-compliance or non-fulfillment.


                                       5
<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed by
its duly authorized officer as of the ___ day of _______, 2004.

                                          DYNTEK, INC.

                                          By: __________________________________
                                              Steven Ross
                                              President


                                       6
<PAGE>

                                    EXHIBIT A

                                  PURCHASE FORM

To:   Dyntek, Inc.

      The  undersigned  pursuant  to the  provisions  set forth in the  attached
Warrant (No. W-____),  hereby irrevocably elects to purchase _________ shares of
the Common Stock of DynTek,  Inc.,  covered by such  Warrant and herewith  makes
payment of $__________,  representing the full purchase price for such shares at
the price per share provided for in such Warrant.

      The Common Stock for which the Warrant may be exercised  shall be known in
this Purchase Form as the "Warrant Stock".

      The  undersigned is aware that the Warrant Stock has not been and will not
be registered  under the  Securities  Act of 1933,  as amended (the  "Securities
Act") or any state securities laws. The undersigned understands that reliance by
the Company on exemptions  under the  Securities  Act is predicated in part upon
the truth and accuracy of the  statements  of the  undersigned  in this Purchase
Form.

      The  undersigned  represents  and warrants that (1) it has been  furnished
with all  information  which it deems necessary to evaluate the merits and risks
of the  purchase of the Warrant  Stock,  (2) it has had the  opportunity  to ask
questions  concerning the Warrant Stock and the Company and all questions  posed
have been answered to its satisfaction, (3) it has been given the opportunity to
obtain any additional  information it deems  necessary to verify the accuracy of
any information  obtained  concerning the Warrant Stock and the Company,  (4) it
has such knowledge and  experience in financial and business  matters that it is
able to evaluate  the merits and risks of  purchasing  the Warrant  Stock and to
make  an  informed  investment  decision  relating  thereto  and  (5)  it  is an
"accredited investor" as defined in Section 501 promulgated under the Securities
Act of 1933, as amended.

      The  undersigned  hereby  represents and warrant that it is purchasing the
Warrant Stock for its own account for investment and not with a view to the sale
or distribution of all or any part of the Warrant Stock.

      The  undersigned  understands  that because the Warrant Stock has not been
registered  under the Securities Act, it must continue to bear the economic risk
of the investment for an indefinite  period of time and the Warrant Stock cannot
be sold unless it is subsequently  registered under applicable federal and state
securities laws or an exemption from such registration is available.

      The  undersigned  agrees  that it will in no event sell or  distribute  or
otherwise dispose of all or any part of the Warrant Stock unless (1) there is an
effective  registration  statement under the Securities Act and applicable state
securities  laws covering any such  transaction  involving the Warrant Stock, or
(2)  the  Company  receives  an  opinion  satisfactory  to  the  Company  of the
undersigned's  legal  counsel  stating  that such  transaction  is  exempt  from
registration.  The  undersigned  consents  to the  placing  of a  legend  on its
certificate  for the Warrant  Stock  stating that the Warrant Stock has not been
registered and setting forth the restriction on transfer contemplated hereby and
to the placing of a stop transfer order on the books of the Company and with any
transfer agents against the Warrant Stock until the Warrant Stock may be legally
resold or distributed without restriction.

      The   undersigned   has  considered  the  federal  and  state  income  tax
implications of the exercise of the Warrant and the purchase and subsequent sale
of the Warrant Stock.

                                      __________________________________________

                                      Dated: ___________________________________

<PAGE>

Form to be used to assign Warrant:

      ASSIGNMENT

Date: _____________________, 200___

      FOR VALUE RECEIVED,  the undersigned does hereby sell, assign and transfer
unto  ________________________________  the right to purchase ___________ shares
of Common Stock of Dyntek, Inc. (the "Company")  evidenced by the within Warrant
and does hereby authorize the Company to transfer such right on the books of the
Company.
                                         _______________________________________
                                         Signature

____________________________________
Signature Guaranteed

      NOTICE:  The  signature  to this  form  must  correspond  with the name as
written  upon  the  face of the  within  Warrant  in  every  particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.