**EXHIBIT 10.2**

 

**THE SECURITIES REPRESENTED BYTHIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. ANY TRANSFER OF SUCHSECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ASREQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OFCOUNSEL SATISFACTORY TO THE BORROWER SUCH REGISTRATION IS UNNECESSARY IN ORDERFOR SUCH TRANSFER TO COMPLY WITH THE ACT AND BLUE SKY LAWS.**

 

**DynTek, Inc.**

 

**Secured Promissory Note**

 

Note No.     
| $ _________ | March ______, 2006 |
|------------------|--------------------|

 

FOR VALUE RECEIVED,subject to the terms and conditions of this Note (the “Note”), DynTek, Inc.,a Delaware corporation with its principal offices located at 19700 FairchildRoad, Suite 230, Irvine, California (the “Borrower”), herebypromises to pay to the order of ______ (the “Holder”) with its principaloffice located at 11100 Santa Monica Blvd., Suite 800, Los Angeles,California 90025, the principal sum of ______________________________________ ($          ),in lawful money of the United States and in immediately available funds, on March  , 2010 or, if such day is not a regular business day, on the nextbusiness day thereafter, with all accrued but unpaid interest (as providedbelow) to such date (the “Maturity Date”). Subject to the terms andconditions of this Note (including without limitation Section 5(f)), theBorrower also promises to pay to the Holder interest accrued on the outstandingunpaid principal amount hereof until such principal amount is paid at the rateof eight percent (8%) per annum, compounding quarterly, from the date hereof. Thesaid interest shall become due quarterly in arrears and shall be payable on thelast day of each fiscal quarter (each, an “Interest Payment Date”) in respectof the immediately preceding completed fiscal quarter. The first InterestPayment Date will be June __, 2006. At the Borrower’s sole option, allinterest payments due and payable through March 31, 2009 may be paidin kind at the rate of _____________ percent (__%) per annum, compoundingquarterly, in which case the accrued interest will be added to the principalamount of the Note on the applicable Interest Payment Date, and interest willaccrue on the aggregate principal amount. Principal will be amortized overthree years and payable, as set forth on Schedule A, in equal monthlyinstallments on the last day of each month beginning on March __, 2009,with the balance to be paid in full on the Maturity Date. All interest paymentsdue and payable after March __, 2009 must be paid in cash.

 

This Note is one of theNotes issued pursuant to that certain Note Purchase

 

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Agreement dated March 8,2006 among the Borrower and the purchasers named therein (the “Note PurchaseAgreement”) and shall be entitled to the benefits thereof. This Note issecured by a security interest in all of the assets of Borrower as describedmore fully in that certain Security and Pledge Agreement (the “SecurityAgreement”) executed by Borrower and the holders thereto and dated as ofthe date hereof.

 

1.                                       Definitions.Unless the context otherwise requires, the following terms shall have thefollowing respective meanings:

 

“Borrower” has themeaning ascribed to such term in the first paragraph of this Note.

 

“Event of Default”has the meaning ascribed to such term in Section 4(a) of this Note.

 

“Holder” has themeaning ascribed to such term in the first paragraph of this Note.

 

“Maturity Date” hasthe meaning ascribed to such term in the first paragraph of this Note.

 

“Note” has themeaning ascribed to such term in the first paragraph of this instrument.

 

“Note PurchaseAgreement” has the meaning ascribed to such term in the second paragraph ofthis Note.

 

“Security Agreement”has the meaning ascribed to such term in the second paragraph of this Note.

 

2.                                       AccountingTerms. All accounting terms not specifically defined in this Note shall beconstrued in accordance with United States generally accepted accountingprinciples and, if applicable, consistent with those applied in the preparationof the financial statements of the Borrower.

 

3.                                       Prepayment.The Note may be paid prior to the Maturity Date only as provided in Section 1.06the Note Purchase Agreement, which section is incorporated herein byreference.

 

4.                                       Eventsof Default.

 

(a)                                  EventsConstituting An Event of Default. Any of the events set forth in Section 1.15of the Note Purchase Agreement, which section is incorporated herein byreference, shall constitute an “Event of Default” under this Note.

 

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(b)                                 Consequencesof an Event of Default. Upon the occurrence of an Event of Default or atany time thereafter, the registered holder of the Note may, by notice to theBorrower, declare the entire unpaid principal amount of the Note, all interestaccrued and unpaid thereon and all other amounts payable under this Note to beforthwith due and payable, whereupon the Note, all such accrued interest andall such amounts will become and be forthwith due and payable (unless therewill have occurred an Event of Default under subsection 1.15(e) ofthe Notice Purchase Agreement, in which case all such amounts willautomatically become due and payable) without offset or counterclaim of anykind and without presentment, demand, protest or further notice of any kind, andwithout regard to the running of the statute of limitations, all of which are bythis Note expressly waived by the Borrower.

 

5.                                       GeneralMatters.

 

(a)                                  ApplicableLaw. This Note shall be governed by the internal laws (and not the law ofconflicts) of the State of California.

 

(b)                                 Feesand Expenses. In the event that any suit or action is instituted to enforceany provision under this Note, the prevailing party in such dispute shall beentitled to recover from the losing party all fees, costs and expenses ofenforcing any right of such prevailing party under or with respect to thisAgreement, including without limitation, such reasonable fees and expenses ofattorneys and accountants, which shall include, without limitation, all fees,costs and expenses of appeals. Notwithstanding the foregoing, the Borroweragrees to pay and hold Holder harmless against liability for the payment of thereasonable fees and expenses of Holder (including, without limitation,attorneys’ fees and expenses and out of pocket expenses of Holder and itsrepresentatives, including, without limitation, fees and expenses for travel,background investigations and outside consultants) arising in connection withany refinancing or restructuring of the credit arrangements provided under thisNote in the nature of a “work-out” or pursuant to any insolvency or bankruptcyproceedings.

 

(c)                                  Amendmentor Waiver. Any term of this Note may be amended, and the observance ofany term of this Note may be waived (either generally or in a particularinstance and either retroactively or prospectively) only by the written consentof the Holder.

 

(d)                                 Headings.The headings in this Note are for purposes of convenience of reference only,and shall not be deemed to constitute a part of this Note.

 

(e)                                  Notices.All notices, requests, consents and other communications required or permittedhereunder shall be in writing (including telecopy or similar writing) and shallbe sent to the address of the party set forth in the Note Purchase Agreement. Anynotice, request, consent or other communication hereunder shall be deemed tohave been given and received on the day on which it is delivered (by any meansincluding personal delivery, overnight air courier, United States mail) or

 

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telecopied(or, if such day is not a business day or if the notice, request, consent orcommunication is not telecopied during business hours of the intendedrecipient, at the place of receipt, on the next following business day). Any ofthe parties hereto may, by notice given hereunder, designate any further ordifferent address and/or number to which subsequent notices or othercommunications shall be sent. Unless and until such written notice is received,the addresses and numbers as provided herein shall be deemed to continue ineffect for all purposes hereunder.

 

(f)                                    UsuryLimitation. In no event shall the amount paid or agreed to be paid to theHolder for the use or forbearance of money to be advanced hereunder exceed thehighest lawful rate permissible under the then applicable usury laws. If it ishereafter determined by a court of competent jurisdiction that the interestpayable hereunder is in excess of the amount which the Holder may legallycollect under the then applicable usury laws, such amount which would beexcessive interest shall be applied to the payment of the unpaid principalbalance due hereunder and not to the payment of interest or, if all principalshall previously have been paid, promptly repaid by the Holder to the Borrower.

 

(g)                                 Severability.Every provision of this Note is intended to be severable. If any term orprovision hereof is declared by a court of competent jurisdiction to be illegalor invalid, such illegal or invalid term or provision shall not affect thebalance of the terms and provisions hereof, which terms and provisions shallremain binding and enforceable.

 

[**Remainder of Page Intentionally Left Blank**]

 

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IN WITNESS WHEREOF, theBorrower has caused this Note to be executed as of the day and year first abovewritten.

 
|   | DYNTEK, INC.,     |
|--------|------------------------|
|   | a Delaware corporation |
|   |                   |
|   | By:                    |   |   |
|   |                   |   |   |
|   | Name:                  |   |   |
|   |                   |   |   |
|   | Title:                 |   |   |
|        |                        |  |  |  |  |  |

 

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