Exhibit 10.1

                                  DYNTEK, INC.

                           PLACEMENT AGENT'S AGREEMENT

February 27, 2004

Network 1 Financial Securities, Inc.
The Galleria, Penthouse
2 Bridge Avenue, Building 2
Red Bank, New Jersey 07701

Dear Ladies & Gentlemen:

      The  undersigned,  DynTek,  Inc., a Delaware  corporation (the "Company"),
proposes to offer for sale in a private placement ("Offering"),  a minimum of 37
Units  (the  "Minimum  Offering")  and a  maximum  of 150  Units  (the  "Maximum
Offering')("Units")  at a purchase price of $13,600 per Unit. Each Unit consists
of 20,000  Shares of Common Stock of the Company (the  "Offering"),  $0.0001 par
value ("Common Stock"),  and 4,000 Common Stock Purchase Warrants of the Company
("Warrants" or "Warrant").  Each Warrant entitles the holder thereof to purchase
one share of Common Stock at a purchase price of $0.90 cents per Share,  subject
to adjustment in certain circumstances, at any time commencing upon issuance and
thereafter until the fifth anniversary of the date of issuance. The Warrant will
be evidenced by a Share purchase  warrant  containing  "piggyback"  registration
provisions,  anti-dilution provisions and other terms and conditions customarily
contained in Warrant agreements. The minimum investment will be one (1) Unit for
a minimum investment of $13,600, except that the Company and the Placement Agent
may accept subscriptions for lesser amounts at their discretion.  The Units will
be  offered  on a best  efforts  basis.  The  Units  shall  be  offered  only to
"Accredited  Investors",  as such  term is  defined  under  Rule  501(a)  of the
Securities Act of 1933 (the "Act"), including without limitation entities within
such  definition,   without   registration,   pursuant  to  the  exemption  from
registration  created by  Regulation D under the Act. The Offering will commence
on the date of the  "Offering  Documents",  as  hereinafter  defined,  and shall
terminate at the end of the Offering Period as set forth in Section 1.2 hereof.

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith,  files periodic reports,  proxy and information  statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information will be referred
to  herein  as  the  "Public   Documents."  The   Subscription   Agreements  and
Questionnaires  to be executed by each purchaser and the Company  (collectively,
the "Subscription  Agreements"),  along with the Public Documents annexed to the
Subscription  Agreements  as  Exhibits  thereto,  will  be  referred  to  herein
collectively as the "Offering Documents." Network 1 Financial  Securities,  Inc.
is sometimes referred to herein as "Network 1" or the "Placement Agent." As used
herein,  unless otherwise indicated,  the term "Company" shall mean DynTek, Inc.
and any subsidiaries of DynTek, Inc. (each a "Subsidiary" and collectively,  the
"Subsidiaries"), both separately and as a consolidated entity.

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 2


      The  Company  has  agreed to include  both the Shares of Common  Stock and
Shares of Common Stock  underlying  the Warrants (the "Warrant  Shares") in each
Unit in a  registration  statement to be filed under the Act and to use its best
efforts  to  have  such  registration   statement   declared  effective  by  the
Commission, as promptly as practicable.

      1. Appointment of Placement Agent; The Offering Period.

            1.1  Appointment  of  Placement  Agent.  You  are  hereby  appointed
exclusive  Placement  Agent of the Company  during the  offering  period  herein
specified  ("Offering  Period")  for the  purpose of  assisting  the  Company in
placing  the  Units  with  purchasers  who are  qualified  accredited  investors
("Subscribers").  You hereby  accept such agency and agree to assist the Company
in placing Units with the  Subscribers.  Your agency hereunder is not terminable
by the Company except upon  termination of the Offering or breach by you of your
material obligations hereunder.

            1.2 Offering  Period.  The Offering Period shall commence on the day
the Offering  Documents are first made  available to you by the Company and will
continue  until the  earlier of the final  Closing (as  hereinafter  defined) on
Maximum Offering or May 31, 2004 (The  "Termination  Date"),  unless extended by
the Company for a period of up to ninety (90) days from such date without notice
to any Subscriber (the "Offering  Period").  If, at any time during the Offering
Period,  subscriptions  for the Minimum Offering have been received and accepted
by the Company (and funds in payment  therefore  have cleared),  then,  upon the
mutual  consent of the  Company  and the  Placement  Agent,  an initial  closing
("Initial Closing") shall take place with respect to such accepted subscriptions
and the Company  shall  continue the Offering  until all Units have been sold or
the  Termination  Date,  whichever  occurs  first.  After the  Initial  Closing,
subsequent closings with respect to accepted subscriptions may take place at any
time during the Offering Period as may be mutually determined by the Company and
the Placement Agent (such subsequent  closings and the Initial Closing will each
be referred to herein as a "Closing").

            1.3 Offering Documents. The Company will provide the Placement Agent
with a  sufficient  number of copies of the Offering  Documents  for delivery to
potential  Subscribers  and such other  information,  documents and  instruments
which the Placement Agent deems  reasonably  necessary to act as Placement Agent
hereunder  and  to  comply  with  the  rules,   regulations   and  judicial  and
administrative  interpretations  respecting compliance with applicable state and
federal statutes related to the Offering.

            1.4  Segregation of Funds.  Each Subscriber of Units shall tender to
the Placement Agent a check payable to the order of "Commerce Bank/Delaware, NA,
Escrow Agent for DynTek,  Inc.  Escrow  Account" in the amount of the investment
subscribed  for, which funds shall be held in escrow by Commerce  Bank/Delaware,
NA, as escrow agent, in accordance

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 3


with Rules 10b-9 and 15c2-4  promulgated  under the  Securities  Exchange Act of
1934 ("Exchange Act"), as set forth in the Offering Documents.

      2.  Representations and Warranties of the Company.  The Company represents
and warrants to the Placement Agent and the Subscribers as follows:

            2.1 Disclosure in Offering Documents.

                  2.1.1 Private  Offering  Exemption;  Offering  Documents.  The
Offering  Documents  conform in all material  respects with the  requirements of
Section  4(2) of the  Act,  and  Rules  501-506  of  Regulation  D and  with the
requirements  of all other  applicable  rules and  regulations of the Commission
currently in effect  relating to transactions  not involving a public  offering.
The Offering Documents contain all material  statements which are required to be
stated  therein in  accordance  with such  requirements  and do not  contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein,  in the light of
the circumstances under which they were made, not misleading.  Assuming that (i)
a proper Form D is filed in  accordance  with Rule 503 of Regulation D, (ii) the
offer and the sale of the  Units by the  Placement  Agent is made in  compliance
with Rule 506 of  Regulation  D and/or  Section  4(2) of the Act,  and (iii) the
representations of the Subscribers in the Subscription Agreements signed by them
are true and  correct  (which  facts will not be  independently  verified by the
Company),  the sale of Units in the Offering is exempt from  registration  under
the Act and is in compliance with Regulation D.

                  2.1.2 Disclosure of Contracts.  The descriptions in the Public
Documents  of  all  material  contracts,  agreements,  instruments,  indentures,
mortgages, loans, leases, licenses,  arrangements or undertakings of any nature,
written or oral, of the Company which involve  future  payments,  performance or
services,  development  of products,  or delivery of goods or materials to or by
the  Company of an  aggregate  amount or value in excess of  $250,000,  or which
otherwise   are   material  to  the   business  or   prospects  of  the  Company
(collectively,  "Contracts")  are accurate in all material  respects and present
fairly  the  information  required  to be  disclosed  therein  and  there are no
contracts or other  documents  required to be described in the Public  Documents
which have not been so described. The Company has furnished the Placement Agent,
when and if requested,  with true,  correct and complete  copies (or where oral,
written  descriptions)  of all  Contracts,  including all  exhibits,  schedules,
amendments,  supplements,   modifications  and  waivers  thereto.  Each  of  the
Contracts is in full force and effect, the Company has performed in all material
respects all of its obligations thereunder and is not in default thereunder, and
no party to a  Contract  has made a claim to the  effect  that the  Company  has
failed to perform any obligations  thereunder.  To the knowledge of the Company,
there  is no  plan,  intention,  or  indication  of any  contracting  party to a
Contract to cause termination,  cancellation or modification of such Contract or
to reduce or otherwise change its activity  thereunder so as to adversely affect
in any material respect the benefits derived or expected to be

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 4


derived therefrom by the Company. The Company does not know of the occurrence of
any  event or the  existence  of any  state of facts  which  with  notice or the
passage of time or both would cause it to be in material  default  thereof.  The
Company is not a party to, or bound by, any warranty  agreement  with respect to
products  sold or any  contract,  agreement,  commitment  or  restriction  which
obligates the Company to perform services or to produce  products  unprofitably.
None of the provisions of any Contracts  violates any existing  applicable  law,
rule, regulation,  judgment, order or decree of any governmental agency or court
having jurisdiction over the Company, or its material assets or businesses.

            2.2 Changes After Dates in Offering Documents.

                  2.2.1 No Material  Adverse Change.  Except as otherwise stated
in the Public Documents,  since the Balance Sheet Date, as hereinafter  defined,
(i) there has been no material  adverse  change in the  condition,  financial or
otherwise,  or in the results of operations,  business or business  prospects of
the Company,  including, but not limited to a material loss or interference with
its business from fire, storm,  explosion,  flood or other casualty,  whether or
not covered by  insurance,  or from any labor  dispute or court or  governmental
action,  order or decree,  whether  or not  arising  in the  ordinary  course of
business,  (ii) the Company has not become a party to, and neither the  business
nor the property of the Company has become the subject of, any litigation which,
if adversely  determined,  would have a material adverse effect on the business,
properties,  assets,  condition (financial or otherwise) of the Company, whether
or not in the ordinary  course of business (a "Material  Adverse  Effect"),  and
(iii) there have been no  transactions  entered into by the Company,  other than
those in the ordinary  course of business or reflected in the Public  Documents,
which are material with respect to the condition,  financial or otherwise, or to
the results of operations, or business of the Company. The Balance Sheet Date is
defined as December 31, 2003.

                  2.2.2  Recent  Securities  Transactions.  Etc.  Since the most
recent  Balance Sheet date, and except as otherwise  specifically  stated in the
Public Documents,  the Company has not (i) issued any securities or incurred any
liability or obligation, direct or contingent, for borrowed money; (ii) declared
or paid any  dividend  or made any other  distribution  on or in  respect to its
capital stock; or (iii) issued any options, warrants or other rights to purchase
the capital stock of the Company,  or any security or other  instrument which by
its terms is convertible into, exercisable for or exchangeable for capital stock
of the Company,  except for  securities  issued under the Company's Most Current
Employee  Stock  Option  Plan or  pursuant  to the  exercise  or  conversion  of
securities outstanding on the Balance Sheet Date.

            2.3 No Preemptive Rights;  Options;  Registration Rights.  Except as
set forth in the Public  Documents,  there are no  preemptive or other rights to
subscribe for or purchase,  or any  restriction  upon the voting or transfer of,
any  shares of Common  Stock,  or other  securities  of the  Company,  under the
Certificate of Incorporation or By-Laws of the Company or under any

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 5


agreement or other outstanding  instrument to which the Company is a party or by
which it is bound.  Except  as set forth in the  Public  Documents,  other  than
securities  issued under the Company's  Most Current  Employee Stock Option Plan
the Company does not have outstanding any option, warrant, convertible security,
or other right  permitting or requiring it to issue, or otherwise to purchase or
convert any obligation into,  shares of Common Stock, or other securities of the
Company  and the  Company  has not  agreed to issue or sell any shares of Common
Stock, or other securities of the Company.

            2.4 Financial  Statements.  The financial statements of the Company,
including any notes thereto and supporting  schedules,  included or incorporated
by  reference  in  the  Public  Documents  ("Financials"),  fairly  present  the
financial position and results of operations of the Company at the dates thereof
and for the periods covered thereby, subject, in the case of interim periods, to
year-end adjustments and normal recurring accruals.  The Company has no material
liabilities or obligations, contingent, direct, indirect or otherwise except (i)
as set forth in the  balance  sheet for the Balance  Sheet Date  included in the
Financials or the footnotes thereto,  (ii) those incurred in the ordinary course
of business  since the Balance Sheet Date,  and (iii)  otherwise as set forth in
the  Public  Documents.  The  Public  Documents  also  set  forth  all  material
outstanding amounts due to any employees, officers, directors or stockholders of
the  Company,  or to any of  their  respective  affiliates,  including,  but not
limited to, accrued salaries, loans, etc.

            2.5 Authorized Capital;  Options;  Etc. The Company had, at the date
or dates indicated in the Public  Documents,  such duly  authorized,  issued and
outstanding  capitalization as set forth in the Public Documents.  Except as set
forth in the Public Documents, there are no material options, warrants, or other
rights to purchase or otherwise  acquire any authorized  but unissued  shares of
capital stock of the Company or any security  convertible into shares of capital
stock of the Company, or any contracts or commitments to issue or sell shares of
capital stock or any such options, warrants, rights or convertible securities.

            2.6 Valid Issuance of Securities: Etc.

                  2.6.1  Outstanding  Securities.  All  issued  and  outstanding
securities of the Company have been duly  authorized  and validly issued and are
fully paid and non-assessable;  the holders thereof have no rights of rescission
with  respect  thereto,  and are not subject to personal  liability by reason of
being such holders;  and none of such securities were issued in violation of the
preemptive  rights of any  holders  of any  security  of the  Company or similar
contractual rights granted by the Company.  All outstanding options and warrants
to purchase shares of capital stock constitute the valid and binding obligations
of the Company,  enforceable  in  accordance  with their terms.  The  authorized
capital stock and  outstanding  options and warrants  conform to all  statements
relating thereto contained in the Public Documents.  The offers and sales of the
outstanding  capital stock,  options and warrants to purchase  shares of

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 6


capital stock were at all relevant times either registered under the Act and the
applicable  state  securities or Blue Sky laws or exempt from such  registration
requirements.

                  2.6.2 Units.  The securities  contained in the Units have been
duly and validly  authorized  and, when issued and delivered in accordance  with
the terms of the Subscription Agreements, will be duly and validly issued, fully
paid and  non-assessable.  The  holders  of the  Units  will not be  subject  to
personal  liability  by reason of being such  holders and will not be subject to
the  preemptive  rights of any holders of any security of the Company or similar
contractual  rights granted by the Company.  All corporate action required to be
taken for the  authorization,  issuance and sale of the Units and the securities
contained in the Units have been duly and validly taken.

            2.7 Registration Rights of Third Parties. Except as set forth in the
Public Documents,  no holders of any securities of the Company or of any options
or warrants of the Company  exercisable for or convertible or exchangeable  into
securities  of the Company have the right to require the Company to register any
such  securities of the Company under the Act or to include any such  securities
in a registration statement to be filed by the Company.

            2.8 Due  Authorization.  The  Company  has  full  right,  power  and
authority to enter into this Agreement and the Subscription Agreements, to issue
the Units and the  securities  contained  in the Units and to perform all of its
obligations   hereunder  and  thereunder  and  to  consummate  the  transactions
contemplated  by the  Offering  Documents.  This  Agreement  has  been,  and the
Subscription Agreements,  when executed and delivered,  will have been, duly and
validly  authorized by all necessary  corporate action and no further  corporate
action  or  approval  is or will be  required  for their  respective  execution,
delivery and  performance.  This  Agreement  constitutes  and each  Subscription
Agreement  (assuming  the due  authorization,  execution  and  delivery  by each
subscriber)  to be entered  into by the Company with respect to the purchase and
sale of the Units, will constitute,  when executed and delivered by the Company,
valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms (except (i) as such enforceability may be
limited  by  bankruptcy,  insolvency,  reorganization  or  similar  laws  now or
hereafter in effect relating to or affecting  creditors' rights generally,  (ii)
that the enforceability of the  indemnification  and contribution  provisions of
the  respective  agreements  may be limited by the federal and state  securities
laws and public policy,  and (iii) that the remedy of specific  performance  and
injunctive  and other forms of equitable  relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought).

            2.9 No Conflicts. The Company's execution, delivery, and performance
of this  Agreement and the  Subscription  Agreements,  the  consummation  by the
Company of the transactions  contemplated  herein and therein and the compliance
by the  Company  with the  provisions  of this  Agreement  and the  Subscription
Agreements  have been duly authorized by all

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 7


necessary  corporate  action and do not and will not, with or without the giving
of notice or the lapse of time or both (i)  result in a breach  of, or  conflict
with any of the terms and  provisions  of, or  constitute  a default  under,  or
result in the  creation,  modification,  termination  or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant to the
terms of any indenture,  mortgage, deed of trust, note, loan or credit agreement
or any other  agreement or  instrument  evidencing  an  obligation  for borrowed
money,  or any other  agreement or instrument to which the Company is a party or
by which the Company  may be bound or to which any of the  property or assets of
the Company is subject;  (ii) result in any  violation of the  provisions of the
Certificate of  Incorporation  or the By-laws of the Company;  (iii) violate any
existing  applicable  law, rule,  regulation,  judgment,  order or decree of any
governmental agency or court, domestic or foreign,  having jurisdiction over the
Company or any of its material properties or material  businesses;  or (iv) have
any material adverse effect on any permit, license,  certificate,  registration,
approval,  consent,  license or  franchise  necessary  for the Company to own or
lease and operate any of its properties or to conduct its business.

            2.10 No Defaults.  Except as described in the Public  Documents,  no
material  default  exists in the due  performance  and  observance  of any term,
covenant or condition of any permit,  license,  contract,  indenture,  mortgage,
deed of  trust,  note,  loan or credit  agreement,  or any  other  agreement  or
instrument  evidencing an obligation for borrowed  money, or any other agreement
or  instrument  to which the  Company is a party or by which the  Company may be
bound or to which any of the  properties or assets of the Company is subject the
effect of which  would have a Material  Adverse  Effect.  The  Company is not in
violation of any material term or provision of its Certificate of  Incorporation
or  By-Laws  or  in  material  violation  of  any  franchise,  license,  permit,
applicable law, rule, regulation,  judgment or decree of any governmental agency
or court,  domestic or foreign,  having  jurisdiction over the Company or any of
its properties or business, except as described in the Public Documents.

            2.11 Corporate Power; Licenses; Consents.

                  2.11.1  Conduct of  Business.  The Company  has all  requisite
corporate power and authority, and has all necessary authorizations,  approvals,
orders,  licenses,  certificates  and  permits  of  and  from  all  governmental
regulatory  officials,  agencies,  authorities  and  bodies  to own or lease its
properties  and conduct its business as described in the Public  Documents.  The
Company is and has been doing  business  in  material  compliance  with all such
authorizations,  approvals,  orders, licenses,  certificates and permits and all
federal,  state and local laws,  rules and  regulations.  The disclosures in the
Public Documents  concerning the effects of federal,  state and local regulation
on the Company's business as currently conducted or contemplated to be conducted
are correct in all material respects and do not omit to state a material fact.

                  2.11.2 Transactions Contemplated Herein; Consents. The Company
has all  corporate  power and  authority to enter into this  Agreement,  and the
Subscription  Agreements

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 8


to carry out the provisions and conditions hereof and thereof, and all consents,
authorizations,  approvals and orders required in connection therewith have been
obtained.  Except as set forth in the Public  Documents,  no consent,  approval,
authorization,  order  of, or  filing  with,  any  court,  governmental  agency,
authority or other body is required to consummate the transactions  contemplated
by this  Agreement  and the  Subscription  Agreements,  and the  issuance of the
Units, except that the offer and sale of the Units in certain  jurisdictions may
be  subject  to the  provisions  of the  securities  or  Blue  Sky  laws of such
jurisdictions.

            2.12 Title to Property; Insurance. Except as set forth in the Public
Documents,  the  Company  has  good  and  marketable  title  to,  or  valid  and
enforceable  leasehold  estates  in,  all  items of real and  personal  property
(tangible  and  intangible)  owned or leased by it, free and clear of all liens,
encumbrances,  claims,  security  interests,  defects  and  restrictions  of any
material nature  whatsoever.  The Company has adequately  insured its properties
against loss or damage by fire or other casualty and maintains such insurance in
adequate amounts which are adequate to protect its financial  condition  against
the risks involved in the conduct of its businesses.

            2.13  No  Pending  Actions.  Except  as  set  forth  in  the  Public
Documents, there are no actions, suits, proceedings,  claims, or hearings of any
kind or nature  existing or pending  (or, to the best  knowledge of the Company,
threatened)  or, to the best  knowledge of the Company,  any  investigations  or
inquiries, before or by any court, or other governmental authority,  tribunal or
instrumentality  (or, the  Company's  best  knowledge,  any state of facts which
would  give rise  thereto),  pending  or  threatened  against  the  Company,  or
involving  the  properties  of the  Company,  which might result in any Material
Adverse Effect or which might  materially  adversely  affect the transactions or
other acts  contemplated by this Agreement or the validity or  enforceability of
this  Agreement.  Except as  described  in the  Public  Documents,  there are no
outstanding  orders,  judgments or decrees of any court,  governmental agency or
other  tribunal  naming the Company and  enjoining  the Company from taking,  or
requiring  the  Company  to take,  any  action,  or to which  the  Company,  its
properties or business, is bound or subject.

            2.14 Due Incorporation, Qualification and Good Standing. The Company
has been duly incorporated,  is validly existing as a corporation and is in good
standing  under  the laws of its state of  incorporation.  The  Company  is duly
qualified  and licensed and in good  standing as a foreign  corporation  for the
transaction  of business and is in good standing in each  jurisdiction  in which
the  ownership  or  leasing of its  properties  or the  conduct of its  business
requires such  qualification  or licensing,  except where the failure to qualify
would  not  have a  Material  Adverse  Effect.  The  Company  has all  requisite
corporate  power  and  authority  necessary  to own or hold its  properties  and
conduct its business as described in the Public Documents.

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 9


            2.15 Taxes. Except as set forth in the Public Documents, the Company
has filed all  federal tax  returns  and all state and  municipal  and local tax
returns (whether  relating to income,  sales,  franchise,  withholding,  real or
personal  property or other types of taxes)  required to be filed under the laws
of the United States and applicable states, and has paid in full all taxes which
have  become  due  pursuant  to such  returns or claimed to be due by any taxing
authority or otherwise due and owing;  provided,  however,  that the Company has
not paid any tax, assessment,  charge, levy or license fee that it is contesting
in good faith and by proper proceedings and adequate reserves for the accrual of
same are  maintained if required by generally  accepted  accounting  principles.
Each of the tax returns heretofore filed by the Company correctly and accurately
reflects the amount of its tax liability thereunder.  Except as set forth in the
Public  Documents,  the Company  has  withheld,  collected  and paid all levies,
assessments,  license  fees and taxes to the extent  required.  As used  herein,
"tax" or "taxes" include all taxes,  charges,  fees, levies or other assessments
imposed by any Federal,  state,  local, or foreign taxing authority,  including,
without limitation, income, premium, recapture, credit, excise, property, sales,
use,  occupation,  service,  service use,  leasing,  leasing  use,  value added,
transfer,  payroll,  employment,  license,  stamp,  franchise  or similar  taxes
(including any interest  earned  thereon or penalties or additions  attributable
thereto).  The  term  "returns"  means  all  returns,   declarations,   reports,
statements, and other documents required to be filed in respect of taxes.

            2.16 Reserved.

            2.17 Transactions Affecting Disclosure to NASD.

                  2.17.1  Finder's  Fees.  The Company is not obligated to pay a
finder's fee to anyone in connection with the introduction of the Company to the
Placement Agent, or the consummation of the Offering contemplated hereunder.

                  2.17.2  Use of  Proceeds.  None  of the  net  proceeds  of the
Offering  will be paid by the  Company to any NASD  member or its  affiliate  or
associates, except as specifically authorized herein.

            2.18 Foreign Corrupt  Practices Act.  Neither the Company nor any of
its officers, directors,  employees, agents or any other person acting on behalf
of the Company has,  directly or indirectly,  given or agreed to give any money,
gift or similar benefit (other than legal price  concessions to customers in the
ordinary course of business) to any customer,  supplier,  employee or agent of a
customer or  supplier,  or official  or employee of any  governmental  agency or
instrumentality  of any government  (domestic or foreign) or any political party
or  candidate  for  office  (domestic  or  foreign)  or any  political  party or
candidate  for office  (domestic or foreign) or other person who was, is, or may
be in a position to help or hinder the  business of the Company (or assist it in
connection with any actual or proposed  transaction) which (i) might subject the

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 10


Company  to any  damage  or  penalty  in any  civil,  criminal  or  governmental
litigation  or  proceeding,  (ii) if not  given in the  past,  might  have had a
materially  adverse effect on the assets,  business or operations of the Company
as  reflected  in  any of  the  financial  statements  contained  in the  Public
Documents or (iii) if not continued in the future,  might  adversely  affect the
assets, business, operations or prospects of the Company. The Company's internal
accounting controls and procedures are sufficient to cause the Company to comply
with the Foreign Corrupt Practices Act of 1977, as amended.

            2.19  Intangibles.  The  Company  owns or  possesses  the  requisite
licenses or rights to use all material trademarks, service marks, service names,
trade  names,  patents  and patent  applications,  copyrights  and other  rights
(collectively, "Intangibles") used by the Company in its business or relating to
products sold by the Company,  and all such Intangibles are stated in the Public
Documents.  Any of the Company's  Intangibles  which have been registered in the
United States Patent and Trademark  Office have been fully maintained and are in
full force and effect,  except  where the failure to do so would not result in a
Material  Adverse Effect.  There is no claim or action by any person  pertaining
to, or proceeding  pending or to the  Company's  knowledge,  threatened  and the
Company has not  received  any notice of conflict  with the  asserted  rights of
others which  challenges the exclusive  right of the Company with respect to any
Intangibles used in the conduct of the Company's business except as described in
the Public Documents or except where such challenge,  even if successful,  would
not result in a Material Adverse Effect. To the best of Company's knowledge, the
Intangibles and the Company's  current  products,  services and processes do not
infringe  on any  intangibles  held  by any  third  party.  To the  best  of the
Company's  knowledge,  no others  have  infringed  upon the  Intangibles  of the
Company.

            2.20 Relations With Employees.

                  2.20.1 Employee  Matters.  The Company has generally enjoyed a
satisfactory  employer-employee  relationship  with  its  employees  and  is  in
compliance in all material  respects with all federal,  state and local laws and
regulations respecting the employment of its employees and employment practices,
terms and conditions of employment and wages and hours relating  thereto.  There
are no pending  investigations  involving the Company by the U.S.  Department of
Labor, or any other governmental  agency responsible for the enforcement of such
federal,  state or local laws and employment laws and  regulations.  There is no
unfair labor practice  charge or complaint  against the Company pending before a
Labor Relations Board or any strike,  picketing,  boycott,  dispute, slowdown or
stoppage  pending  or  threatened  against  or  involving  the  Company  or  any
predecessor entity. No questions concerning  representation exist respecting the
employees of the Company and no collective  bargaining agreement or modification
thereof  is  currently  being  negotiated  by  the  Company.   No  grievance  or
arbitration  proceeding  is pending  under any  expired or  existing  collective
bargaining agreements of the Company, if any.

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 11


                  2.20.2  Employee  Benefit  Plans.  Except as  disclosed in the
Public Documents,  the Company neither  maintains,  sponsors nor contributes to,
nor is it  required to  contribute  to, any  program or  arrangement  that is an
"employee  pension  benefit  plan,  an  employee  welfare  benefit  plan,"  or a
"multi-employer  plan" as such terms are  defined  in  Sections  3(2),  3(1) and
3(37), respectively,  of the Employee Retirement Income Security Act of 1974, as
amended  ("ERISA")  ("ERISA  Plans").  Other  than as  disclosed  in the  Public
Documents,  the Company does not, and has at no time,  maintained or contributed
to a defined  benefit  plan,  as defined in  Section  3(35) of ERISA.  Except as
disclosed in the Public Documents, if the Company does maintain or contribute to
a defined benefit plan, any termination of the plan on the date hereof would not
give rise to  liability  under  Title IV of ERISA,  and no ERISA Plan which is a
pension  plan has incurred an  accumulated  funding  deficiency"  (as defined in
Section 302 of ERISA) and no ERISA Plan which is a "welfare plan" (as defined in
Section 3(1) of ERISA) has any unfunded liabilities.  Except as disclosed in the
Public  Documents,  there are no unfunded benefits under any ERISA Plan which is
subject to the funding  standards of ERISA.  No ERISA Plan (or any trust created
thereunder)  has  engaged in a  "prohibited  transaction"  within the meaning of
Section 406 of ERISA or Section  4975 of the Internal  Revenue Code of 1986,  as
amended (the  "Code"),  which could subject the Company to any tax or penalty on
prohibited transactions and which has not adequately been corrected.  Each ERISA
Plan  is in  compliance  with  all  material  reporting,  disclosure  and  other
requirements  of the  Code and  ERISA as they  relate  to any such  ERISA  Plan.
Determination  letters have been received from the Internal Revenue Service with
respect to each ERISA Plan which is intended to comply with Code Section 401(a),
stating that such ERISA Plan and the attendant  trust are  qualified  thereunder
and nothing has occurred which would cause the loss of such qualification. Other
than claims for  benefits in the  ordinary  course,  there is no pending  claim,
litigation,  arbitration or any other legal proceeding  involving any ERISA Plan
which may result in material  liability  on the part of the Company or any ERISA
Plan under ERISA or any other law, nor, is there any reasonable basis for such a
claim. The Company has no bonus,  incentive or deferred compensation plans which
constitute a continuing liability of the Company, except individual arrangements
of the  Company  with  employees  relating  to their  employment.  There  are no
employees  of the  Company  who,  in  connection  with their  employment  by the
Company,  are receiving  any pension or  retirement  payments or are entitled to
receive any unfunded pensions not covered by a pension plan to which the Company
is a party. For purposes of this Agreement,  the Company and any entity, whether
incorporated  or  unincorporated,  treated as a single employer with the Company
under Section 414(b),  414(c),  414(m), or 416(o) of the Code, shall be referred
to as the  "Controlled  Group" and any  "employee  benefit  plan" (as defined in
Section  3(3) of  ERISA)  maintained  or  contributed  to by any  member  of the
Controlled  Group shall be referred to as a  "Controlled  Group  Plan." For each
Controlled  Group Plan that is a pension  plan:  (i) except as  disclosed in the
Offering  Documents,  all contributions  required to be made under ERISA Section
302 and Section 412 (whether or not waived) have been made,  (ii) no  reportable
event (within the meaning of ERISA  Section 4043) has occurred at any time,  and
(iii) no

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 12


material  liability under Title IV of ERISA exists or is expected to be incurred
by any member of the Controlled  Group.  No member of the  Controlled  Group has
had, at any time, any obligation to contribute to any "multiemployer plan." Each
Controlled Group Plan which is a "group health plan" (as such term is defined in
Code Section 4980(g))  complies and has complied in each and every case with the
applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended ("COBRA").

            2.21 Reserved

            2.22  Environmental  Matters.  Except  as set  forth  in the  Public
Documents:

                  2.22.1 The Company has  obtained  all  permits,  licenses  and
other  authorizations  that are required  with  respect to the  operation of its
business  under the  Environmental  Laws (as  defined  below)  and,  to the best
knowledge  of  the  Company,  is in  material  compliance  with  all  terms  and
conditions of such required permits, licenses and authorizations;

                  2.22.2  The  Company  is  in  material   compliance  with  the
Environmental Laws (including,  without  limitation,  compliance with standards,
schedules and timetables therein);

                  2.22.3 No real property or facility owned,  operated,  leased,
or  controlled  by  the  Company  or,  to the  knowledge  of  the  Company,  any
predecessor in interest of the Company, is listed or proposed for listing on the
National   Priorities  List  or  the   Comprehensive   Environmental   Response,
Compensation,  and Liability  Information  System,  both  promulgated  under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended  ("CERCLA"),  or on any  comparable  state  or  local  list  established
pursuant  to any  Environmental  Law,  and  the  Company  has not  received  any
notification or potential or actual  liability or request for information  under
CERCLA or any comparable  state or local law, except that which would not have a
Material Adverse Effect;

                  2.22.4 There have been no releases (i.e.,  any past or present
releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting,  escaping,  leaching,  disposing or dumping,  on-site or off-site) of
Hazardous  Materials by the Company or, to the  knowledge  of the  Company,  any
predecessor  in interest of the Company at, on,  under,  from or into any of the
real property owned,  operated,  leased, managed or controlled by the Company in
violation  of any  Environmental  Laws or  giving  rise to  liability  under any
Environmental Law;

                  2.22.5 Reserved.

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 13


                  2.22.6 There is no civil,  criminal or administrative  action,
suit,  demand,  hearing,  notice  of  violation  or  deficiency,  investigation,
proceeding, notice or demand letter pending or, to the knowledge of the Company,
threatened against the Company under any Environmental Law.

                  2.22.7 For the purposes of this Agreement:

                  (a) "Environmental Laws" means the common law and all federal,
state, local and foreign laws or regulations,  codes, orders, decrees, judgments
or injunctions issued, promulgated, approved or entered thereunder, now or as in
effect at the Closing, relating to pollution or protection of public or employee
health or the environment,  including,  without limitation, laws relating to (a)
emissions,   discharges,  releases  or  threatened  releases  of  any  Hazardous
Materials into the  environment  (including,  without  limitation,  ambient air,
surface  water,  ground  water,  land  surface or  subsurface  strata),  (b) the
manufacture,  processing,  distribution,  use, generation,  treatment,  storage,
disposal,  transport or handling of  Hazardous  Materials,  and (c)  underground
storage  tanks,  and related  piping,  and  emissions,  discharges,  releases or
threatened releases therefrom.

                  (b)  "Environmental  Liability" means, any damages incurred or
suffered (a) resulting from or arising out of any breach of or inaccuracy of any
representation of warranty contained in Section 2.20 hereof or (b) arising under
any Environmental Law and based on or resulting from (i) any facts or conditions
relating to the business or  operations,  or the real  property,  facilities  or
assets owned, operated, leased, managed or controlled by the Company, any of its
subsidiaries  or former  subsidiaries  or any  predecessors  in  interest of the
Company or any of its  subsidiaries  or former  subsidiaries in existence on the
Closing  Date,  or  (ii)  any  acts  or  omissions  of the  Company,  any of its
subsidiaries or former subsidiaries,  its representatives or any predecessors in
interest of the Company or any of its subsidiaries or former  subsidiaries on or
prior to, the Closing Date.

                  (c)  "Hazardous  Materials"  means  any  hazardous,  toxic  or
chemical substance,  any pollutant or contaminant,  any hazardous constituent or
any waste, including, without limitation,  petroleum, including crude oil or any
fraction thereof,  or any petroleum product,  as defined under any Environmental
Law.

            2.23 No  Regulatory  Problems.  The  Company  (i)  has  not  filed a
registration  statement  which  is the  subject  of any  pending  proceeding  or
examination  under Section 8 of the Securities  Act, and is not and has not been
the subject of any refusal order or stop order  thereunder;  (ii) is not subject
to any pending  proceeding  under Rule 258 of the  Securities Act or any similar
rule adopted  under Section 3(b) of the  Securities  Act, or to an order entered
thereunder;  (iii)  has not been  convicted  of any  felony  or  misdemeanor  in
connection  with the purchase or sale of any security or involving the making of
any false filing with the Commission;

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 14


(iv) is not subject to any order,  judgment, or decree of any court of competent
jurisdiction  temporarily  or  preliminarily  restraining  or enjoining,  or any
order,  judgment, or decree of any court of competent  jurisdiction  permanently
restraining or enjoining, the Company from engaging in or continuing any conduct
or practice in connection with the purchase or sale of any security or involving
the making of any false filing with the Commission;  and (v) is not subject to a
United States Postal  Service false  representation  order entered under Section
3005 of Title 39,  United  States  Code;  or a  temporary  restraining  order or
preliminary  injunction  entered  under  Section 3007 of Title 39, United States
Code, with respect to conduct alleged to have violated Section 3005 of Title 39,
United States Code.

            To  the  Company's  knowledge,  none  of  the  Company's  directors,
officers,  or beneficial owners of five (5%) percent or more of any class of its
equity  securities  (i) has been  convicted  of any  felony  or  misdemeanor  in
connection with the purchase or sale of any security,  involving the making of a
false filing with the Commission,  or arising out of the conduct of the business
of an underwriter,  broker,  dealer,  municipal securities dealer, or investment
advisor;  (ii) is  subject  to any  order,  judgment,  or decree of any court of
competent jurisdiction temporarily or preliminarily enjoining or restraining, or
is  subject  to any  order,  judgment,  or  decree  of any  court  of  competent
jurisdiction,  permanently enjoining or restraining such person from engaging in
or continuing any conduct or practice in connection with the purchase or sale of
any security, or involving the making of a false filing with the Commission,  or
arising out of the conduct of the business of an  underwriter,  broker,  dealer,
municipal securities dealer, or investment adviser; (iii) is subject to an order
of the Commission  entered  pursuant to Section  15(b),  15B(a) or 15B(c) of the
Exchange Act, or is subject to an order of the  Commission  entered  pursuant to
Section 203(e) or (f) of the Investment  Advisers Act of 1940; (iv) is suspended
or expelled from membership in, or suspended or barred from  association  with a
member of, an exchange  registered as a national securities exchange pursuant to
Section  6 of  the  Exchange  Act,  an  association  registered  as  a  national
securities  association  under  Section 15A of the  Exchange  Act, or a Canadian
securities  exchange or association for any act or omission to act  constituting
conduct  inconsistent  with just and equitable  principles  of trade;  or (v) is
subject to a United States Postal  Service  false  representation  order entered
under  Section  3005 of  Title  39,  United  States  Code,  or is  subject  to a
restraining order or preliminary  injunction entered under Section 3007 of Title
39, United States Code, with respect to conduct alleged to have violated Section
3005 of Title 39, United States Code.

            2.24  Subsidiaries.  Except  for the  Subsidiaries  set forth in the
Public Documents,  the Company has no operating subsidiaries and has no interest
in,  shares of capital  stock of or right to acquire an interest in or shares of
capital stock of any other corporation,  limited liability company,  partnership
or other entity.  The Company owns all of the  outstanding  capital stock of the
Subsidiaries  free and clear of all liens,  charges and encumbrances of any kind
whatsoever,  and there are no  outstanding  rights to  acquire,  or  directly or
indirectly  control  the

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 15


vote or transfer of, any of the capital stock of the Subsidiaries, except as set
forth in the Public Documents.

            The  representations  and  warranties  made by the  Company  in this
Agreement  shall,  in the event that the Company  has one or more  Subsidiaries,
also apply and be true with respect to the Company on a consolidated  basis with
all of the Subsidiaries.

            2.25 Stock  Collateral.  None of the  Company's  obligations  to any
third party are secured by any of the Company's outstanding securities.

            2.26  Reaffirmation.  All of  the  representations,  warranties  and
covenants  of the  Company  set  forth in this  Agreement  or in any  letter  or
certificate  furnished  to Placement  Agent  pursuant  hereto,  each of which is
incorporated  herein by reference  and made a part hereof,  shall be true in all
material  respects upon the execution of this Agreement,  and shall be deemed to
be  repeated at and as of the  Initial  Closing and at and as of all  subsequent
Closings hereunder.

      3.  Representations  and Warranties of the Placement  Agent. The Placement
Agent represents and warrants as follows:

            3.1 Due Incorporation.  The Placement Agent is duly incorporated and
validly  existing  and  in  good  standing  under  the  laws  of  its  state  of
incorporation and is duly qualified as a foreign corporation for the transaction
of business and is in good standing in each jurisdiction where the failure to be
so  qualified  would have a  materially  adverse  effect on the  business of the
Placement Agent.

            3.2 Broker/Dealer Registration. The Placement Agent is registered as
a broker-dealer under Section 15 of the Exchange Act.

            3.3 Good Standing.  The Placement Agent is a member in good standing
of the NASD.

            3.4 Sale in Certain  Jurisdictions.  Sales of Units by the Placement
Agent will be made only in such  jurisdictions  in which (i) the Placement Agent
is a  registered  broker-dealer  or  where an  applicable  exemption  from  such
registration exists and (ii) the Offering and sale of Units is registered under,
or is exempt from, applicable registration requirements.

            3.5 Compliance with Laws. Offers and sales of Units by the Placement
Agent will be made in compliance with the provisions of Rule 506 of Regulation D
and/or  Section  4(2) of the Act, and the  Placement  Agent will furnish to each
investor a copy of the Offering  Documents  prior to accepting  any payments for
Units.

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 16


      4. Closing.

            At or prior to each  closing,  and as a condition  of the  Placement
Agent's obligations hereunder,  the following shall have been satisfied: (i) the
Company  shall  have  delivered  to the  Placement  Agent at the  closing  (a) a
certificate of the Company,  signed by two executive  officers thereof,  stating
(I) the Offering  Documents meet the requirements  hereof and have been modified
or  supplemented as required by Paragraph 2 hereof and do not contain any untrue
statement  of material  fact or fail to state any material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the circumstances in which they were made; (II) all necessary corporate
approvals  have been  obtained  to enable the  Company to issue and  deliver the
Units and the Placement  Agent's  Warrants in  accordance  with the terms of the
Offering; and (III) the representations and warranties contained herein are true
and correct as of the date of such  closing as if, and to the same  effect,  the
warranties  and  representations  were  made  on  such  date;  (b)  Subscription
Agreements  signed by the Company and each of the  Subscribers;  (c) Consents of
any party required to consummate this Offering and the transactions contemplated
thereby;  and (d) such other closing documents as shall be reasonably  requested
by the Placement Agent and/or its counsel.

            4.1 Placement Agent's Fees and Expenses. At the Initial Closing, and
at each  subsequent  Closing,  the Company  shall pay to the  Placement  Agent a
commission  equal to five (5%) percent of the  aggregate  purchase  price of the
Units  sold by the  Placement  Agent  plus a two  (2%)  percent  non-accountable
expense  allowance  of the  aggregate  purchase  price of the Units  sold by the
Placement  Agent.  In addition,  the  Placement  Agent shall receive a Placement
Agent's  Warrant  to  purchase  up to 20% of the  number of  Shares  sold by the
Placement  Agent in the  Offering at an  exercise  price of $0.90 per Share (the
"Placement Agent's Warrants").  The Placement Agent's Warrants will be evidenced
by a Share purchase  warrant  containing  "piggyback"  registration  provisions,
anti-dilution provisions and other terms and conditions customarily contained in
Placement  Agent  Warrant  agreements.  Upon the  exercise  of any Warrant for a
period of four  years  commencing  one year after the date of the  Closing,  the
Company has agreed to pay the Placement  Agent a fee of 5% of the exercise price
for each Warrant  exercised in accordance with the NASD Rule and Regulations and
Securities Exchange Act of 1934, as amended.

            In addition,  at the Initial Closing, the Company shall pay the fees
and disbursements of the Placement Agent's counsel,  Virginia K. Sourlis,  Esq.,
in  connection  with the  Offering  and  qualification  of the  Units  under the
securities  or Blue Sky laws of the  states  which  the  Placement  Agent  shall
designate (which fees and disbursements shall be equal to Five-Thousand  Dollars
($5,000)),  and the fees of the Escrow  Agent  referred to in Section 5.1 below.
All the foregoing  amounts are payable directly to the parties who are owed same
by deduction from the aggregate purchase price of the Units sold.

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 17


      5. Covenants. The Company covenants and agrees that:

            5.1 Expenses of Offering and Other  Expenses.  The Company  shall be
responsible for, and shall pay, all fees, disbursements and expenses incurred in
connection with the Offering, including, but not limited to, the Company's legal
and accounting fees and disbursements, the costs of preparing, printing, mailing
and delivering,  and filing,  where  necessary,  the Offering  Documents and all
amendments and  supplements  thereto (in such  quantities as the Placement Agent
may reasonably  require),  the costs of any "due diligence"  meeting held by the
Company as requested by the Placement Agent,  the fees and  disbursements of the
Placement Agent's counsel, Virginia K. Sourlis, Esq. referred to in Section 4.1,
and the fees of the Escrow Agent  pursuant to the escrow  agreement  between the
Company and the Escrow Agent relating to the Offering.  State exemption and blue
sky filing fees will be paid by the Company as the same are due.

            5.2 Further Assurances. The Company will take such actions as may be
reasonably  required or desirable to carry out the  provisions of this Agreement
and the transaction contemplated hereby.

            5.3 Accuracy of Representations  and Warranties.  The Company hereby
agrees that prior to the Termination  Date or the Initial  Closing,  as the case
may be, it will not enter into any transaction or take any action,  and will use
its best efforts to prevent the  occurrence of any event,  which could result in
any of its representations,  warranties or covenants contained in this Agreement
or any of the  Offering  Documents  not to be  true  and  correct,  or not to be
performed  as  contemplated,  at  and  as of  the  time  immediately  after  the
occurrence of such transaction or event.

      6. Indemnification and Contribution.

            6.1 Indemnification by the Company.  The Company agrees to indemnify
and hold harmless the Placement Agent and each person,  if any, who controls the
Placement Agent within the meaning of the Securities Act and/or the Exchange Act
against any losses, claims,  damages or liabilities,  joint or several, to which
the Placement Agent or such  controlling  person may become  subject,  under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon (i)
any untrue  statement or alleged  untrue  statement of a material fact contained
(A) in the  Offering  Documents,  or (B) in any  blue sky  application  or other
document  executed by the Company  specifically  for blue sky  purposes or based
upon any other written information  furnished by the Company or on its behalf to
any  state or other  jurisdiction  in order to  qualify  any or all of the Units
under the securities laws thereof (any such application, document or information
being  hereinafter  called a "Blue  Sky  Application"),  (ii) any  breach by the
Company of any of its representations,  warranties or covenants contained herein
or in any of the  Subscription

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 18


Agreements, or (iii) the omission or alleged omission by the Company to state in
the Offering  Documents or in any Blue Sky  Application a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading; and will reimburse
the  Placement  Agent and each such  controlling  person  for any legal or other
expenses  reasonably  incurred by the Placement Agent or such controlling person
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability  or action,  whether  arising out of an action  between the  Placement
Agent and a third party; provided,  however, that the Company will not be liable
in any such case to the extent that any such loss,  claim,  damage or  liability
arises  out of or is based  upon  (i) an  untrue  statement  or  alleged  untrue
statement  or  omission  or  alleged  omission  made  in  reliance  upon  and in
conformity  with written  information  regarding  the  Placement  Agent which is
furnished to the Company by the Placement  Agent  specifically  for inclusion in
the Offering  Documents or any such Blue Sky  Application  or (ii) any breach by
the Placement Agent of the  representations,  warranties or covenants  contained
herein  (together,  (i) and (ii)  above are  referred  to as the  "Non-indemnity
Events").

            6.2  Indemnification  by the Placement  Agent.  The Placement  Agent
agrees to indemnify and hold  harmless the Company and each person,  if any, who
controls  the  Company  within  the  meaning  of the  Securities  Act and/or the
Exchange  Act against  any  losses,  claims,  damages or  liabilities,  joint or
several,  to which the Company or such  controlling  person may become  subject,
under  the  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
Non-Indemnity  Event;  and will reimburse the Company and each such  controlling
person for any legal or other  expenses  reasonably  incurred  by the Company or
such controlling  person in connection with  investigating or defending any such
loss, claim, damage,  liability or action provided that such loss, claim, damage
or  liability  is  found  ultimately  to  arise  out  of or be  based  upon  any
Non-Indemnity Event.

            6.3 Procedure.  Promptly after receipt by an indemnified party under
this Section 6 of notice of the  commencement  of any action,  such  indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party  under this  Section 6, notify in writing  the  indemnifying  party of the
commencement  thereof; and the omission so to notify the indemnifying party will
relieve the indemnifying party from any liability under this Section 6 as to the
particular item for which indemnification is then being sought, but not from any
other  liability  which it may have to any  indemnified  party. In case any such
action is brought against any indemnified party, and it notifies an indemnifying
party of the commencement  thereof,  the indemnifying  party will be entitled to
participate  therein, and to the extent that it may wish, jointly with any other
indemnifying  party,  similarly  notified,  to assume the defense thereof,  with
counsel who shall be to the reasonable  satisfaction of such indemnified  party,
and after notice from the indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the  indemnifying  party will not be
liable to such  indemnified  party  under this  Section 6 for any legal or other
expenses  subsequently incurred by such indemnified party in connection

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 19


with the defense thereof. Any such indemnifying party shall not be liable to any
such  indemnified  party on  account  of any  settlement  of any claim or action
effected without the consent of such indemnifying party.

            6.4  Contribution.  If the  indemnification  provided  for  in  this
Section 6 is unavailable to any indemnified party (other than as a result of the
failure to notify the  indemnifying  party as provided in Section 6.3 hereof) in
respect to any losses,  claims,  damages,  liabilities  or expenses  referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party, will contribute to the amount paid or payable by such indemnified  party,
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company on the one hand, and the Placement  Agent,  on the other hand,  from the
Offering,  or (ii)  if the  allocation  provided  by  clause  (i)  above  is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the  relative  benefits  referred  to in  clause  (i)  above,  but also the
relative fault of the Company,  on the one hand,  and of the Placement Agent, on
the other hand, in connection with the statements or omissions which resulted in
such  losses,  claims,  damages,  liabilities  or  expenses as well as any other
relevant  equitable  considerations.  The  relative  benefits  received  by  the
Company,  on the one hand, and the Placement  Agent, on the other hand, shall be
deemed to be in the same proportion as the total proceeds from the Offering (net
of sales  commissions,  but before  deducting  other  expenses)  received by the
Company bear to the commissions  received by the Placement  Agent.  The relative
fault of the Company,  on the one hand,  and the Placement  Agent,  on the other
hand,  will be determined  with  reference  to, among other things,  whether the
untrue or alleged untrue statement of a material fact of the omission to state a
material fact relates to information  supplied by the Company,  on the one hand,
and  the  Placement  Agent,  on the  other  hand,  and  their  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

            6.5 Equitable  Considerations.  The Company and the Placement  Agent
agree that it would not be just and equitable if  contribution  pursuant to this
Section 6 were  determined by pro rata allocation or by any method of allocation
which does not take into account the equitable  consideration referred to in the
immediately    preceding    paragraph.    No   person   guilty   of   fraudulent
misrepresentation  (within  the meaning of Section 11 (f) of the 1933 Act) shall
be  entitled  to  contribution  from  any  person  who  was not  guilty  of such
fraudulent misrepresentation.

            6.6  Attorneys'  Fees.  The  amount  payable  by a party  under this
Section 6 as a result of the losses,  claims,  damages,  liabilities or expenses
referred  to above will be deemed to include any legal or other fees or expenses
reasonably  incurred by such party in connection with investigating or defending
any action or claim (including,  without  limitation,  fees and disbursements of
counsel incurred by an indemnified party in any action or proceeding between the
indemnifying  party and indemnified  party or between the indemnified  party and
any third party or otherwise).

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 20


      7. Termination by Placement  Agent.  Each of the Company and the Placement
Agent will have the right to terminate  this  Agreement by giving written notice
as herein specified, at any time, at or prior to the Initial Closing: (a) if the
other party  shall have  failed,  refused,  or been unable to perform any of its
obligations  hereunder,  or breached any of its  representations  or  warranties
hereunder;  or (b) if, in the  Placement  Agent's  or the  Company's  reasonable
opinion, there has occurred an event materially and adversely, or materially and
positively,  affecting the value of the Units. If the Placement Agent elects not
to proceed with the Offering as a result of the  condition  enumerated in clause
(a) above, or the Company elects not to proceed with the Offering for any reason
other than the  Placement  Agent's  failure to  proceed  expeditiously  with the
Offering,  the  Company  shall  reimburse  the  Placement  Agent in full for its
reasonable out-of-pocket expenses (including, without limitation, its legal fees
and disbursements), up to a maximum of $10,000.

      8.  Competing  Claims.  The  Company  acknowledges  and  agrees  that  the
Placement  Agent  will not  proceed  to  perform  hereunder  until  it  receives
assurances,  in form and substance satisfactory to the Placement Agent and their
counsel,  that as of the first date that the Offering Documents are presented to
potential  purchasers of Units, there will be no claims or payments for services
in the  nature of a  finder's  fee with  respect  to the  Offering  or any other
arrangements,  agreements, payments, issuances or understandings that may affect
the Placement Agent's  compensation  hereunder other than any claims that may be
made  by  the  Placement  Agent's  own  personnel.  The  Placement  Agent  shall
compensate  any of its  personnel  who may have acted in such  capacities  as it
shall determine.

      9. Miscellaneous.

            (a) Governing  Law. This  Agreement will be deemed to have been made
and  delivered  in the State of New York and will be  governed  as to  validity,
interpretation,  construction,  effect and in all other respects by the internal
law of the State of New York,  without regard to principles of conflicts of law.
The Company (i) agrees that any legal suit, action or proceeding  arising out of
or relating to this  Agreement  shall be instituted  exclusively  in the Supreme
Court of New York,  or in the  United  States  District  Court for the  Southern
District of New York,  (ii) waives any  objection to the venue of any such suit,
action or proceeding, and the right to assert that such forum is an inconvenient
forum, and (iii)  irrevocably  consents to the jurisdiction of the Supreme Court
of New York, and the United States  District Court for the Southern  District of
New York in any such suit,  action or proceeding.  The Company further agrees to
accept and acknowledge service of any and all process which may be served in any
such suit,  action or  proceeding in the Supreme Court of New York or the United
States  District  Court for the  Southern  District  of New York and agrees that
service of process  upon it mailed by  certified  mail to its  address  shall be
deemed in every respect  effective  service of process upon it in any such suit,
action or proceeding.

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 21


            (b)  Counterparts.  This  Agreement may be executed in any number of
counterparts each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.

            (c)  Notices.  Whenever  notice is required to be given  pursuant to
this  Agreement,  such notice shall be in writing and shall either be (i) mailed
by first class mail, postage, prepaid,  addressed (a) if to the Placement Agent,
at the respective  addresses set forth at the head of this Agreement with a copy
to its counsel,  Virginia K.  Sourlis,  Esq.,  The  Galleria,  2 Bridge  Avenue,
Building 5, 1st Floor, Red Bank, New Jersey 07701, and (b) if to the Company, at
18881 Von  Karman  Avenue,  Suite  250,  Irvine,  CA  92612,  with a copy to its
counsel, Peter W. Rothberg,  Esq. at Nixon Peabody, LLP, 437 Madison Avenue, New
York,  New York 10022,  or (ii)  delivered  personally or by express  courier or
facsimile (with confirmation back of delivery).

            (d)  Parties.  This  Agreement  will inure to the  benefit of and be
binding upon the parties  hereto and their  respective  successors  and assigns.
Neither party may assign this Agreement or its obligations hereunder without the
prior written consent of the other party.  This Agreement is intended to be, and
is, for the sole and  exclusive  benefit of the  parties  hereto and the persons
described  in Section  6.1 and 6.2 hereof and their  respective  successors  and
assigns,  and for the benefit of no other person,  and no other person will have
any legal or  equitable  right,  remedy or claim  under,  or in  respect of this
Agreement.

            (e) Amendment and/or Modification.  Neither this Agreement,  nor any
term or  provision  hereof,  may not be changed,  waived,  discharged,  amended,
modified or terminated  orally,  or in any manner other than by an instrument in
writing signed by each of the parties hereto.

            (f)  Validity.  In case  any  term of  this  Agreement  will be held
invalid,  illegal or unenforceable,  in whole or in part, the validity of any of
the other terms of this Agreement will not in any way be affected thereby.

            (g) Waiver of Breach. The failure of any party hereto to insist upon
strict  performance of any of the covenants and agreements herein contained,  or
to exercise any option or right herein  conferred in any one or more  instances,
will not be  construed  to be a waiver or  relinquishment  of any such option or
right, or of any other covenants or agreements,  and the same will be and remain
in full force and effect.

            (h) Further  Assurances.  Each party to this  Agreement will perform
any and all acts and  execute  any and all  documents  as may be  necessary  and
proper under the  circumstances  in order to accomplish the intents and purposes
of this Agreement and to carry out its provisions.

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 22


            (i) Entire Agreement.  This Agreement  contains the entire agreement
and  understanding  of the parties with respect to the subject matter hereof and
thereof, respectively, and there are no representations,  inducements,  promises
or agreements,  oral or otherwise,  not embodied in this Agreement.  Any and all
prior discussions,  negotiations,  commitments and understanding relating to the
subject matter of these agreements are superseded by them.

            (j) Representations,  Warranties to Survive Delivery. The respective
representations,   indemnities,  agreements,  covenants,  warranties  and  other
statements  of the Company and the Placement  Agent shall  survive  execution of
this  Agreement and delivery of the Units and/or  termination  of this Agreement
prior thereto.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                            [SIGNATURE PAGES FOLLOW]

                                   (C) 2004 Network 1 Financial Securities, Inc.

<PAGE>

Network 1 Financial Securities, Inc.
Private Placement Agent's Agreement
February 27, 2004
Page 23


            If you find the foregoing is in accordance  with our  understanding,
kindly sign and return to us a counterpart  hereof,  whereupon  this  instrument
along with all counterparts will become a binding agreement between us.

                                       Very truly yours,

                                       DYNTEK, INC.

                                       By: _____________________________________
                                           Steven Ross
                                           President

AGREED TO:

NETWORK 1 FINANCIAL SECURITIES, INC.

By: _______________________________________
    William R. Hunt, Jr.
    President