Exhibit 10.4


                         AMENDMENT NO. 11 AND WAIVER TO
                           LOAN AND SECURITY AGREEMENT


     AMENDMENT  NO.  11  AND  WAIVER,  dated  as  of  December  27,  2001  (this
"Amendment"), to the LOAN AND SECURITY AGREEMENT, dated as of September 30, 1998
(as amended by AMENDMENT NO. 1, dated as of September, 1999, AMENDMENT NO. 2 AND
WAIVER,  dated as of September,  1999, AMENDMENT NO. 3, dated as of December 13,
1999,  AMENDMENT NO. 4, dated as of January 12, 2000,  AMENDMENT NO. 5, dated as
of March 24, 2000,  AMENDMENT NO. 6, dated as of May 26, 2000,  AMENDMENT NO. 7,
dated as of July 17, 2000,  AMENDMENT  NO. 8 AND WAIVER,  dated as of August 11,
2000, AMENDMENT NO. 9, dated as of March 30, 2001 and AMENDMENT NO. 10, dated as
of June 30, 2001, as hereafter  modified,  amended and/or  restated from time to
time, the "Loan and Security Agreement"),  between FOOTHILL CAPITAL CORPORATION,
a California corporation  ("Foothill") and TEKINSIGHT SERVICES, INC., a Delaware
corporation,  as successor in interest to DATA SYSTEMS  NETWORK  CORPORATION,  a
Michigan corporation ("Borrower").


                                    Preamble

     Pursuant  to the  Loan  and  Security  Agreement,  Foothill  established  a
revolving line of credit for the benefit of Borrower.  Borrower has entered into
(i) the  Agreement  and Plan of  Reorganization,  dated as of April 25, 2001, as
amended by the First  Amendment  to the  Agreement  and Plan of  Reorganization,
dated as of July 9, 2001,  the Second  Amendment  to the  Agreement  and Plan of
Reorganization,  dated as of  October  26,  2001,  the  Third  Amendment  to the
Agreement  and Plan of  Reorganization,  dated as of  November  30, 2001 and the
Fourth  Amendment  to the  Agreement  and  Plan of  Reorganization,  dated as of
December 27, 2001 (as so amended, the "Reorganization  Agreement"), by and among
DynCorp, a Delaware corporation ("DynCorp"),  DynCorp Management Resources Inc.,
a Virginia corporation ("DynCorp Management"),  TekInsight.Com, Inc., a Delaware
corporation ("Parent"), and Borrower as assignee of Newport Acquisition Corp., a
Delaware corporation ("Newport") and (ii) an Agreement and Plan of Merger, dated
as of December 27, 2001 (the "Plan of Merger",  together with the Reorganization
Agreement,  the "Merger Documents"),  by and among DynCorp,  DynCorp Management,
Parent, and Borrower.  Pursuant to the Merger Documents,  DynCorp Management has
agreed  to merge  with and into  Borrower,  with  Borrower  to  continue  as the
surviving  corporation (the "DynCorp Management Merger"). In connection with the
DynCorp  Management  Merger,  Borrower will change its name to "DynTek Services,
Inc."  Borrower has requested  that Foothill  consent to, and waive any Event of
Default that would otherwise arise under, the Loan and Security Agreement solely
by virtue of the consummation of the DynCorp  Management  Merger and such change
in  Borrower's  name.  Foothill is willing to consent to the DynCorp  Management
Merger and such corporate  name change,  subject to the terms and conditions set
forth herein. Accordingly, Borrower and Foothill hereby agree as follows:


<PAGE>

1.       Definitions. All capitalized terms used herein which are defined in the
Loan and Security Agreement and  not otherwise defined herein are used herein as
defined therein.

2.       Preamble.   The  preamble  to the Loan and Security Agreement is hereby
amended in its entirety to read as follows:

                  "THIS LOAN AND SECURITY AGREEMENT (this "Agreement"),
                  is entered into as of September 30, 1998, between FOOTHILL
                  CAPITAL CORPORATION, a California corporation ("Foothill"),
                  with a place of business located at One Boston Place, 18th
                  Floor, Boston, Massachusetts 02108 and TEKINSIGHT SERVICES,
                  INC., a Delaware corporation ("Borrower"), with its chief
                  executive office located at 18881 Von Karman Avenue, Suite
                  250, Irvine, California 92612.

                           The parties agree as follows:"

3.       Changes to Definitions.
         ----------------------

     (a) The  definition  of the term  "Borrower" in Section 1.1 of the Loan and
Security Agreement is hereby amended in its entirety to read as follows:

      "'Borrower' has the meaning set forth in the preamble to this Agreement."

     (b) The  definition  of the term "New  Borrower" in Section 1.1 of the Loan
and Security Agreement is hereby amended in its entirety to read as follows:

      "'New Borrower' means  TekInsight Services, Inc.,  a Delaware  corporation
and a  wholly-owned Subsidiary of the Parent."

     (c) The  definition  of the  term  "Code"  in  Section  1.1 of the Loan and
Security Agreement is hereby amended in its entirety to read as follows:

                           "'Code' means the Uniform Commercial Code as in
                  effect from time to time in the State of New York (for
                  purposes of clarification, any reference to a section of the
                  Code shall mean any successor or replacement section
                  thereof)."

4.       Representations  and  Warranties.  Section 5.7 of the Loan and Security
Agreement is hereby amended in its entirety to read as follows:

                           "5.7  Location of Chief Executive Office; FEIN;
                  Organizational Identification Number. The chief executive
                  office of Borrower is located at the address indicated in the
                  preamble to this Agreement and Borrower's FEIN is 38-2649874.
                  Borrower's organizational identification number is 3048062."

                                       2
<PAGE>

5.       Notice.  The address for each of Foothill and Borrower in Section 13 of
the Loan and Security Agreement  is  hereby  amended  in its entirety to read as
follows:

                  "If to Borrower:    TEKINSIGHT SERVICES, INC.
                                      18881 Von Karman Avenue, Suite 250
                                      Irvine, California  92612
                                      Attn:  James Linesch
                                      Fax No.  (949) 955-0086

                  with copies to:     NIXON PEABODY LLP
                                      437 Madison Avenue
                                      New York, New York  10022-7001
                                      Attn:  Peter W. Rothberg, Esq.
                                      Fax No.  (212) 940-3111

                  If to Foothill:     FOOTHILL CAPITAL CORPORATION
                                      One Boston Place
                                      18th Floor
                                      Boston, Massachusetts  02108
                                      Attn:  Business Finance Division Manager
                                      Fax No.  (617) 523-5839

                  with copies to:     SCHULTE ROTH & ZABEL LLP
                                      919 Third Avenue
                                      New York, New York  10022
                                      Attn:  Frederic L. Ragucci, Esq.
                                      Fax No.  (212) 593-5955

6.       Waiver.
         ------

     (a) Pursuant to the request of Borrower and in accordance with Section 16.6
of the Loan and Security Agreement,  Foothill hereby consents to, and waives any
Event of Default that would  otherwise  arise under  Section 8.2 of the Loan and
Security Agreement by reason of, the following:

          (i) any  noncompliance  with (A) Section 7.3 of the Loan and  Security
     Agreement  (solely by reason of the execution,  delivery and performance of
     the  Merger  Documents  and  the  consummation  of the  DynCorp  Management
     Merger),  (B) Section  7.9 of the Loan and  Security  Agreement  (solely by
     reason of the indirect  Change of Control caused by the issuance of Class B
     Common  Stock  of  Parent  to  DynCorp  as  consideration  for the  DynCorp
     Management Merger) or (C) Sections 7.13(a) and (c) of the Loan and Security
     Agreement  (solely by reason of the execution,  delivery and performance of
     the  Merger  Documents  and  the  consummation  of the  DynCorp  Management
     Merger); and

          (ii) any  noncompliance  with  Section  7.5 of the  Loan and  Security
     Agreement  solely  by  reason  of  Borrower  changing  its name to  "DynTek
     Services, Inc."

     (b)  Notwithstanding  the foregoing,  the waivers and consents set forth in
paragraph  (a)(i)  above shall be  automatically  rescinded  without any further

                                       3
<PAGE>

action by Foothill, with the same effect as if such waivers and consents had not
been  granted,  if the DynCorp  Management  Merger shall not be  consummated  by
Monday, December 31, 2001.

     (c) This  waiver  and  consent  shall  be  effective  only in the  specific
instances and for the specific  purposes set forth herein and does not allow any
other  or  further  departure  from the  terms  and  conditions  of the Loan and
Security Agreement and other Loan Documents,  which terms shall continue in full
force and effect.  Without  limiting  the  generality  of the  foregoing,  it is
understood  and agreed that nothing in this Amendment No. 11 and Waiver shall be
deemed a waiver of any other  Event of  Default  or  Default,  whether  known or
unknown by Foothill and whether now existing or hereafter arising.

7.       Conditions and Covenants.
         ------------------------

     (a) This Amendment shall become effective only upon satisfaction in full of
the  following  conditions  precedent  (the  first  date  upon  which  all  such
conditions have been satisfied being herein called the "Effective Date"):

          (i) The representations and warranties contained in this Amendment and
     in  Section  5 of the Loan and  Security  Agreement  and  each  other  Loan
     Document shall be correct on and as of the Effective Date as though made on
     and as of such date  (except  where  such  representations  and  warranties
     relate to an earlier date in which case such representations and warranties
     shall be true and correct as of such earlier date);  no Default or Event of
     Default shall have  occurred and be  continuing  on the  Effective  Date or
     result from this Amendment becoming effective in accordance with its terms.

          (ii)  Foothill  shall  have  received  two  (2)  counterparts  of this
     Amendment, duly executed by Borrower and Parent.

          (iii) All legal matters incident to this Amendment shall be reasonably
     satisfactory to Foothill and its counsel.

          (iv) Foothill shall have received a UCC-3 amendment,  duly executed by
     Borrower, substantially in the form of Exhibit A.

          (v) Foothill shall have received a copy of the resolutions  adopted by
     the Board of  Directors  of  Borrower  and  Parent,  each  certified  by an
     appropriate  officer  thereof,  authorizing  the  execution,  delivery  and
     performance by Borrower and Parent, as applicable,  of the Merger Documents
     and of the other documents to be delivered in connection therewith.

          (vi)  Foothill  shall have  received a letter from  Citicorp USA, Inc.
     authorizing  the filing of the UCC-3  termination  statements for all UCC-1
     financing  statements  filed by any Person and  covering any portion of the
     Collateral  and any other  agreements,  instruments,  approvals,  and other
     documents as may be necessary or desirable or that Foothill may  reasonably
     request in order to perfect and preserve the security interest purported to
     be created  by the Loan and  Security  Agreement  and  evidence  reasonably
     satisfactory to it that there does not exist any liens, security interests,
     charges or other encumbrances on the assets or stock of DynCorp Management,

                                       4
<PAGE>

     including, without limitation, a copy of the Release Agreement, dated as of
     December  27,  2001,  duly  executed  by  Citicorp  USA,  Inc.  and DynCorp
     Management.

          (vii) Foothill shall have received duly executed  copies of the Merger
     Documents,  which shall be in form and substance reasonably satisfactory to
     Foothill.

          (viii) Foothill shall have received a nonrefundable  fee of $10,000 in
     consideration of the execution and delivery by Foothill of this Amendment.

     (b) Borrower covenants to provide the following to Foothill:

          (i) Within three Business Days after the filing thereof,  (i) a change
     of name certificate, if any, filed with the Delaware Secretary of State and
     (ii) a copy of the  charter  of  Borrower,  together  with  all  amendments
     thereto, in each case certified by an appropriate  official of the State of
     Delaware and  indicating  that the name of the Borrower has been changed to
     "DynTek Services, Inc."

          (ii) Immediately  upon the Borrower's  change of name from "TekInsight
     Services, Inc." to "DynTek Services,  Inc.", an acknowledgement and consent
     in the form of Exhibit B attached hereto, duly executed by the Borrower.

          (iii) Within three Business Days after the DynCorp  Management Merger,
     a copy of the amended and  restated  charter of Parent,  together  with all
     amendments  thereto,  certified by an appropriate  official of the State of
     Delaware  and  indicating  that the name of  Parent  has  been  changed  to
     "DynTek, Inc."

          (iv)   Immediately   upon   the   Parent's   change   of   name   from
     "TekInsight.Com, Inc." to "DynTek, Inc.", an acknowledgement and consent in
     the form of Exhibit C attached hereto, duly executed by the Parent.

          (v) Within three Business Days after the DynCorp  Management Merger, a
     copy of the  Certificate  of Merger with respect to the DynCorp  Management
     Merger, certified by an appropriate official of the State of Delaware.

          (vi) Such other agreements, instruments, approvals, opinions and other
     documents,  each reasonably satisfactory to Foothill in form and substance,
     as Foothill may reasonably request.

                                       5
<PAGE>

     (c) Borrower agrees to cause Parent to raise at least  $3,000,000 in equity
no later than 30 days after the consummation of the Dyncorp Management Merger.

     (d) Borrower agrees not to amend,  restate,  supplement or otherwise modify
the Merger Documents.

     (e) The  covenants  set forth in Section  7(b),  7(c) and 7(d) above  shall
constitute  covenants  of the Loan and  Security  Agreement  and the  failure to
perform any of such  covenants  shall  constitute  an Event of Default under the
Loan and Security Agreement.

8.  Representations  and Warranties.  Borrower hereby represents and warrants to
Foothill as follows:

     (a) Borrower (i) is a corporation  duly organized,  validly existing and in
good standing under the laws of the State of Delaware and (ii) has all requisite
corporate power, authority and legal right to execute,  deliver and perform this
Amendment, and to perform the Loan and Security Agreement, as amended hereby.

     (b) The execution,  delivery and performance of this Amendment by Borrower,
and the performance by Borrower of the Loan and Security  Agreement,  as amended
hereby (i) have been duly authorized by all necessary  corporate action, (ii) do
not and will not contravene  its charter or by-laws or any  applicable  law, and
(iii)  except as provided in the Loan  Documents,  do not and will not result in
the  creation  of any  Lien  upon  or  with  respect  to  any of its  respective
properties.

     (c) This Amendment and the Loan and Security Agreement,  as amended hereby,
constitute the legal,  valid and binding  obligations  of Borrower,  enforceable
against Borrower in accordance with its terms.

     (d) No  authorization  or approval or other  action by, and no notice to or
filing  with,  any  governmental  authority  or  other  Person  is  required  in
connection with the due execution,  delivery and performance by Borrower of this
Amendment and the performance by Borrower of the Loan and Security Agreement, as
amended hereby.

     (e) The representations  and warranties  contained in Section 5 of the Loan
and Security Agreement and each other Loan Document are correct on and as of the
Effective  Date as though made on and as of the  Effective  Date  (except to the
extent such  representations and warranties  expressly relate to an earlier date
in which case such  representations  and warranties shall be true and correct as
of such  earlier  date) and no Default or Event of Default has  occurred  and is
continuing  on and as of the Effective  Date or will result from this  Amendment
becoming effective in accordance with its terms.

     (f) After the  Borrower's  change of name,  (i) there shall be no change in
the Borrower's  FEIN,  organizational  identification  number,  jurisdiction  of
incorporation,  corporate  structure or legal identity other than the Borrower's
change of name to "DynTek Services, Inc." and (ii) any and all references to the
term "Borrower" in any Loan Document shall refer to "DynTek Services, Inc."

                                       6
<PAGE>

     (g)  After  the  Parent's  change of name or  consummation  of the  DynCorp
Management  Merger and the transactions  related thereto,  (i) there shall be no
change in the  Borrower's or the Parent's  FEIN,  organizational  identification
number,  jurisdiction of  incorporation,  corporate  structure or legal identity
other  than the  Borrower's  change of name to "DynTek  Services,  Inc." and the
Parent's change of name to "DynTek, Inc." and (ii) any and all references to the
terms  "Borrower"  and  "Parent"  in any Loan  Document  shall  refer to "DynTek
Services, Inc." and to "DynTek, Inc.", respectively.

9.  Continued  Effectiveness  of  the  Loan  and  Security  Agreement  and  Loan
Documents.  Borrower  hereby (i) confirms and agrees that each Loan  Document to
which it is a party is, and shall  continue  to be, in full force and effect and
is hereby  ratified and  confirmed in all respects  except that on and after the
Effective  Date of this  Amendment  all  references in any such Loan Document to
"the  Loan and  Security  Agreement",  the  "Agreement",  "thereto",  "thereof",
"thereunder"  or  words  of like  import  referring  to the  Loan  and  Security
Agreement  shall  mean  the Loan  and  Security  Agreement  as  amended  by this
Amendment,  (ii)  confirms  and  agrees  that to the  extent  that any such Loan
Document  purports  to  assign or pledge  to  Foothill,  or to grant a  security
interest  in or Lien on, any  collateral  as  security  for the  obligations  of
Borrower  from  time to time  existing  in  respect  of the  Loan  and  Security
Agreement and the Loan Documents,  such pledge,  assignment  and/or grant of the
security interest or Lien is hereby ratified and confirmed in all respects,  and
(iii) confirms that Foothill is authorized,  at its option, without prior notice
to Borrower,  to charge any fees payable by Borrower pursuant to Section 7(a)(v)
of this Amendment to Borrower's Loan Account.

10.      Miscellaneous.
         -------------

     (a) This  Amendment  may be executed in any number of  counterparts  and by
different parties hereto in separate counterparts, each of which shall be deemed
to be an original but all of which taken together  shall  constitute one and the
same  agreement.  Delivery  of an  executed  counterpart  of this  Amendment  by
telefacsimile  shall be equally as effective as delivery of an original executed
counterpart of this Amendment.

     (b) Section and paragraph  headings  herein are included for convenience of
reference  only and shall not  constitute a part of this Amendment for any other
purpose.

     (c) This Amendment shall be governed by, and construed in accordance  with,
the laws of the State of New York.

     (d) Borrower will pay on demand all reasonable  fees, costs and expenses of
Foothill in  connection  with the  preparation,  execution  and delivery of this
Amendment including, without limitation, reasonable fees disbursements and other
charges of Schulte Roth & Zabel LLP, counsel to Foothill.

     (e) Borrower hereby  acknowledges that the Final Installment (as defined in
Amendment  No. 9 to Loan and Security  Agreement) of the  Accommodation  Fee (as
defined in Amendment No. 9 to Loan and Security  Agreement)  shall be payable on
March 31,  2002  unless  waived by Foothill in  Foothill's  sole  discretion  in
accordance with the terms of Amendment No. 9 to Loan and Security Agreement.




<PAGE>




     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed and delivered as of the date set forth on the first page hereof.

                                     TEKINSIGHT SERVICES, INC.,
                                     a Delaware corporation


                                     By: /s/ James Linesch
                                        ----------------------------------------
                                     Name:James Linesch
                                     Title:Chief Financial Officer



                                     FOOTHILL CAPITAL CORPORATION,
                                     a California corporation


                                     By: /s/ Michael P. McGinn
                                        ----------------------------------------
                                     Name: Michael P. McGinn
                                     Title:Vice President


Acknowledged and Agreed upon
as of this 27 day of December, 2001

TEKINSIGHT.COM, INC.
a Delaware corporation, as Guarantor


By:   /s/James Linesch
     -------------------------------------
Name:    James Linesch
Title:   Chief Financial Officer





<PAGE>




                                    EXHIBIT A

                             FORM OF UCC-3 AMENDMENT

                                  FLORIDA UCC-3



<PAGE>




                                    EXHIBIT B

                       FORM OF ACKNOWLEDGEMENT OF BORROWER

                           ACKNOWLEDGEMENT AND CONSENT

     Reference  is hereby made to the Loan and Security  Agreement,  dated as of
September 30, 1998 (as amended by Amendment No. 1, dated as of September,  1999,
Amendment No. 2 and Waiver, dated as of September,  1999, Amendment No. 3, dated
as of  December  13,  1999,  Amendment  No. 4,  dated as of  January  12,  2000,
Amendment  No. 5, dated as of March 24, 2000,  Amendment  No. 6, dated as of May
26,  2000,  Amendment  No. 7,  dated as of July 17,  2000,  Amendment  No. 8 and
Waiver,  dated as of August  11,  2000,  Amendment  No. 9, dated as of March 30,
2001,  Amendment  No. 10,  dated as of June 30,  2001 and  Amendment  No. 11 and
Waiver,  dated as of December 27, 2001 (the "Eleventh  Amendment") (as hereafter
modified,  amended and/or  restated from time to time,  the "Loan  Agreement and
Security   Agreement"),   among  Foothill  Capital  Corporation,   a  California
corporation  ("Foothill") and TekInsight Services, Inc., a Delaware corporation,
as  successor  in  interest  to Data  Systems  Network  Corporation,  a Michigan
corporation  ("Borrower").  All terms used herein  which are defined in the Loan
and Security  Agreement  have the same meanings  herein as set forth in the Loan
and Security Agreement.

     The  undersigned  hereby  confirms  and  agrees  that  notwithstanding  the
undersigned's name change from "TekInsight Services,  Inc." to "DynTek Services,
Inc." (a) each Loan  Document  to which it is a party is, and shall  continue to
be, in full  force  and  effect  and is hereby  ratified  and  confirmed  in all
respects except that on and after the Effective Date (as defined in the Eleventh
Amendment)  all  references  in any such Loan Document to "the Loan and Security
Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like
import  referring  to the Loan and  Security  Agreement  shall mean the Loan and
Security  Agreement  as  amended  by  the  First  through  Eleventh  Amendments,
inclusive,  (b) any references to the terms  "Borrower" and "Parent" shall refer
to "DynTek Services, Inc." and to "DynTek, Inc.",  respectively,  and (c) to the
extent that any such Loan Document purports to assign or pledge to Foothill,  or
to grant to  Foothill  a security  interest  in or Lien on,  any  collateral  as
security for the  Obligations  of Borrower from time to time existing in respect
of the  Loan  and  Security  Agreement  and the  Loan  Documents,  such  pledge,
assignment  and/or grant of the security interest or Lien is hereby ratified and
confirmed in all respects.

     This  Acknowledgement  and Consent shall be construed under and governed by
the laws of the State of New York.  Delivery of an executed  counterpart of this
Acknowledgement  and  Consent by  telefacsimile  shall be equally  effective  as
delivery of a manually executed counterpart.

Dated: as of December 27, 2001

                                                DYNTEK SERVICES, INC.

                                                By:/s/ James Linesch
                                                   -----------------------------
                                                   Name:James Linesch
                                                   Title:Chief Financial Officer

<PAGE>




                                    EXHIBIT C

                        FORM OF ACKNOWLEDGEMENT OF PARENT

                           ACKNOWLEDGEMENT AND CONSENT

     Reference  is hereby made to the Loan and Security  Agreement,  dated as of
September 30, 1998 (as amended by Amendment No. 1, dated as of September,  1999,
Amendment No. 2 and Waiver, dated as of September,  1999, Amendment No. 3, dated
as of  December  13,  1999,  Amendment  No. 4,  dated as of  January  12,  2000,
Amendment  No. 5, dated as of March 24, 2000,  Amendment  No. 6, dated as of May
26,  2000,  Amendment  No. 7,  dated as of July 17,  2000,  Amendment  No. 8 and
Waiver,  dated as of August  11,  2000,  Amendment  No. 9, dated as of March 30,
2001,  Amendment  No. 10,  dated as of June 30,  2001 and  Amendment  No. 11 and
Waiver,  dated as of December 27, 2001 (the "Eleventh  Amendment") (as hereafter
modified,  amended and/or  restated from time to time,  the "Loan  Agreement and
Security   Agreement"),   among  Foothill  Capital  Corporation,   a  California
corporation  ("Foothill") and TekInsight Services, Inc., a Delaware corporation,
as  successor  in  interest  to Data  Systems  Network  Corporation,  a Michigan
corporation  ("Borrower").  All terms used herein  which are defined in the Loan
and Security  Agreement  have the same meanings  herein as set forth in the Loan
and Security Agreement.

     The  undersigned  is a party  to the  Guaranty  in  which  the  undersigned
unconditionally  guarantees the prompt payment by Borrower,  as and when due and
payable  (whether by  scheduled  maturity,  required  prepayment,  acceleration,
demand or  otherwise),  of all amounts,  at any time arising,  in respect of the
Loan and Security Agreement or any other Loan Document.


     The  undersigned  hereby  confirms  and  agrees  that  notwithstanding  the
undersigned's name change from "TekInsight.Com, Inc." to "DynTek, Inc." (a) each
Loan Document to which it is a party is, and shall continue to be, in full force
and effect and is hereby  ratified and confirmed in all respects  except that on
and  after  the  Effective  Date (as  defined  in the  Eleventh  Amendment)  all
references in any such Loan Document to "the Loan and Security  Agreement",  the
"Agreement",   "thereto",  "thereof",  "thereunder"  or  words  of  like  import
referring  to the Loan and Security  Agreement  shall mean the Loan and Security
Agreement as amended by the First through Eleventh  Amendments,  inclusive,  (b)
any  references  to the terms  "Borrower"  and  "Parent"  shall refer to "DynTek
Services, Inc." and to "DynTek, Inc.", respectively,  and (c) to the extent that
any such Loan Document purports to assign or pledge to Foothill,  or to grant to
Foothill a security  interest in or Lien on, any  collateral as security for the
Obligations  of Borrower  from time to time  existing in respect of the Loan and
Security Agreement and the Loan Documents,  such pledge, assignment and/or grant
of the  security  interest  or Lien is  hereby  ratified  and  confirmed  in all
respects.



<PAGE>




     This  Acknowledgement  and Consent shall be construed under and governed by
the laws of the State of New York.  Delivery of an executed  counterpart of this
Acknowledgement  and  Consent by  telefacsimile  shall be equally  effective  as
delivery of a manually executed counterpart.

Dated: as of December 27, 2001

                                  DYNTEK, INC.

                                  By:/s/James Linesch
                                     ---------------------
                                  Name:James Linesch
                                  Title: Chief Financial Officer