**EXHIBIT 10.10**

 

**FIFTH AMENDED WARRANT AGREEMENT**

 

FIFTH AMENDED WARRANTAGREEMENT dated as of March 8, 2006 between DYNTEK, INC., a Delawarecorporation having an address at 19700 Fairchild Road, Irvine, CA 92612 (the “Company”),and AMERICAN STOCK TRANSFER & TRUST COMPANY, having an address at 620115th Avenue, Brooklyn, New York 11219, as Warrant Agent (the “WarrantAgent”) (the “Fifth Amendment.”).

 

WHEREAS, the Companyproposes to decrease the Warrant Price of its outstanding Class AWarrants, which are publicly traded and currently exercisable at $2.00 pershare, as a condition to the closing of the company’s equity financing at a pershare price equal to the new Warrant Price; and

 

WHEREAS, in connectionwith the decrease of the Warrant Price, the Company hereby enters into this FifthAmendment, which amends the Warrant Agreement dated as of December 11,1992 between Universal Self Care, Inc. and American Stock Transfer &Trust Company (the “Original Agreement”), as previously amended by the AmendedWarrant Agreement dated as of November 30, 1999 between Tadeo Holdings, Inc.and the Warrant Agent (the “First Amendment”), the Second Amended WarrantAgreement dated November 30, 2000 between Tekinsight.com, Inc. andthe Warrant Agent (the “Second Amendment”), the Third Amended Warrant Agreementdated April 10, 2001 between Tekinsight.com, Inc. and the WarrantAgent (the “Third Amendment”), and the Fourth Amended Warrant Agreement dated December 9,2005 between the Company and the Warrant Agent (the “Fourth Amendment”, andcollectively, with the Original Agreement, the First Amendment, the SecondAmendment, and the Third Amendment, the “Warrant Agreement”).

 

NOW, THEREFORE, inconsideration of the forgoing and for the purposes of defining the terms andprovisions of the Class A Warrants and the respective rights andobligations thereunder of the Company and the registered owners of the Class AWarrants (the “Holders”), the Company and the Warrant Agent hereby agree asfollows:

 

# 1.             DEFINITIONS. All terms not expressly defined hereinshall the have the same meaning as set forth in the Warrant Agreement.

#  

# 2.             AMENDMENTTO SECTION 9 OF THE WARRANT AGREEMENT. Section 9 of the Warrant Agreement is hereby amended to read asfollows:

#  

“9.           WarrantPrice.  The price per share at whichWarrant Shares shall be purchasable upon exercise of Warrants (the “WarrantPrice”) shall be $0.02 per share, subject to adjustment pursuant to Section 10hereof.”

 

# 3.             PROVISIONSNOT AMENDED.  All terms of the WarrantAgreement not otherwise amended hereby shall continue to remain in full forceand effect.

#  

# 4.             SUCCESSORS.  All the covenants and provisions of this FifthAmendment by or for the benefit of the Company or the Warrant Agent shall bindand inure to the benefit of their respective successors and assigns.

#  

# 5.             APPLICABLELAW.  This Fifth Amendment shall begoverned by, and construed in accordance with, the laws of the State of NewYork, without giving effect to any principles of conflicts of law.

 

----

 

# 6.             BENEFITSOF THIS AMENDED WARRANT AGREEMENT.  Nothingin this Fifth Amendment shall be construed to give any person or corporationother than the Company, the Warrant Agent and the Holders any legal orequitable right, remedy or claim under this Fifth Amendment.  This Fifth Amendment shall be for the soleand exclusive benefit of the Company, the Warrant Agent and the Holders of theWarrants.

#  

# 7.             COUNTERPARTS.  This Fifth Amendment may be executed in anynumber of counterparts and each of such counterparts shall for all purposes bedeemed to be an original, and all such counterparts shall together constitutebut one and the same instrument.

#  

# 8.             CAPTIONS.  The captions of the sections and subsectionsof this Fifth Amendment have been inserted for convenience only and shall haveno substantive effect.

#  

IN WITNESS WHEREOF, theundersigned have duly executed this Fifth Amendment effective as of the datefirst written above.

 
|   | DYNTEK, INC. |
|--------|--------------|
|   |         |
|   |         |
|   | By:          | /s/ Casper Zublin, Jr. |
|   | Name:        | Casper Zublin, Jr. |
|   | Title:       | Chief Executive Officer |
|        |              |  |  |  |

 
|   | AMERICAN STOCK TRANSFER & TRUST   COMPANY |
|--------|----------------------------------------------------|
|   |                                               |
|   |                                               |
|   | By:                                                | /s/ Herbert Lemmer |
|   | Name:                                              | Herbert Lemmer |
|   | Title:                                             | Vice President |
|        |                                                    |  |  |  |

 

2

----