Exhibit 99.6

                             DC ASSET MANAGEMENT LLC
                                830 THIRD AVENUE
                            NEW YORK, NEW YORK 10022

As of September 1, 2004

DynTek, Inc.
18881 Von Karman Avenue
Suite 250
Irvine, California 92612

Attention: Steven J. Ross, Chairman, CEO and President

Dear Mr. Ross:

      This letter,  when executed by the parties  hereto,  will  memorialize our
understanding  and  constitute  an agreement  between  DynTek,  Inc., a Delaware
corporation (the "Company"),  and DC Asset Management LLC ("DCAM"),  pursuant to
which the  Company  agrees to retain  DCAM and DCAM agrees to be retained by the
Company under the terms and conditions set forth below:

      1. The Company  hereby  retains DCAM to negotiate,  evaluate and structure
merger,  acquisition  and  other  transactions,  and DCAM  hereby  accepts  such
retention,  for a term  commencing on the date hereof and ending on September 1,
2005. As  compensation  for the services  DCAM will provide to the Company,  the
Company shall within thirty days of the  execution of this  Agreement,  issue to
DCAM five-year  warrants to purchase  1,150,000  shares of the Company's  common
stock,  $.0001 par value per share (the "Common Stock").  A form of such warrant
is attached hereto as Exhibit A (the "Warrants").  The Company agrees to provide
to DCAM such  registration  rights  with  respect to the shares of Common  Stock
underlying the Warrants as set forth in Exhibit B attached hereto.  The parties,
prior  to  any   registration,   agree  to  enter  into  a  customary   form  of
indemnification agreement.

      2. The Company shall  reimburse DCAM for any and all  reasonable  expenses
incurred  by DCAM in the  performance  of its duties  hereunder,  and DCAM shall
account for such expenses to the Company by  submission  of vouchers  reasonably
satisfactory  to the Company  setting forth in reasonable  detail the amount and
reason for such cost or expense.

      3. All  obligations  of DCAM  contained  herein shall be subject to DCAM's
reasonable  availability  for such  performance,  in view of the  nature  of the
requested service and the amount of notice received. DCAM shall devote such time
and effort to the performance of its duties hereunder as DCAM shall determine is
reasonably necessary for such performance. DCAM may look to such others for such
factual  information,   investment   recommendations,   economic  advice  and/or
research,  upon which to base its advice to the Company  hereunder,  as it shall
deem appropriate.  The Company shall furnish to DCAM all information relevant to
the performance by DCAM of its obligations  under this Agreement,  or particular
projects as to which DCAM is acting as  advisor,  which will permit DCAM to know
all  facts  material  to  the


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advice to be rendered,  and all materials or information reasonably requested by
DCAM.  In the event  that the  Company  fails or  refuses  to  furnish  any such
material or  information  reasonably  requested  by DCAM,  and thus  prevents or
impedes DCAM's performance hereunder, any inability of DCAM to perform shall not
be a breach of its obligations hereunder.

      4. Subject to Section 5, nothing  contained in this Agreement  shall limit
or restrict the right of DCAM or of any partner,  affiliate,  employee, agent or
representative of DCAM, to be a partner,  director,  officer, employee, agent or
representative  of, or to engage  in,  any other  business,  whether or not of a
similar nature to the Company's business,  nor to limit or restrict the right of
DCAM to render services of any kind to any other corporation,  firm,  individual
or association.

      5. DCAM will hold,  and will use its  commercially  reasonable  efforts to
cause its officers, directors, employees,  consultants,  advisors, and agents to
hold, in confidence any confidential  information  which the Company provides to
DCAM  pursuant to this  Agreement.  DCAM may disclose  such  information  to its
officers, directors, employees,  consultants, advisors and agents, in connection
with the services to be rendered as contemplated  by this Agreement,  so long as
such persons are informed by DCAM of the confidential nature of such information
and are directed by DCAM to treat such information  confidentially in accordance
herewith.  Notwithstanding the foregoing, DCAM shall not be required to maintain
confidentiality  with respect to information (i) which is or becomes part of the
public domain; (ii) of which DCAM had independent  knowledge prior to disclosure
to it by the  Company;  (iii)  which  comes into the  possession  of DCAM in the
normal and  routine  course of its own  business  from and  through  independent
non-confidential  sources;  or (iv) which is required to be disclosed by DCAM by
governmental requirements.  If DCAM is requested or required (by oral questions,
interrogatories,   requests  for  information  or  document   subpoenas,   civil
investigative   demands,  or  similar  process)  to  disclose  any  confidential
information   supplied  to  it  by  the  Company,  or  the  existence  of  other
negotiations   in  the  course  of  its   dealings   with  the  Company  or  its
representatives,  DCAM shall,  unless  prohibited  by law,  promptly  notify the
Company  of such  request(s)  so  that  the  Company  may  seek  an  appropriate
protective order.

      6. Because we will be acting on your behalf, it is our practice to receive
indemnification.   A  copy  of  our  standard  indemnification  provisions  (the
"Indemnification  Provisions") is attached to this Agreement and is incorporated
herein and made a part hereof.

      7. This Agreement may not be transferred,  assigned or delegated by any of
the parties hereto without the prior written consent of the other party hereto.

      8. The failure or neglect of the parties  hereto to insist,  in any one or
more instances, upon the strict performance of any of the terms or conditions of
this  Agreement,  or their waiver of strict  performance  of any of the terms or
conditions  of  this   Agreement,   shall  not  be  construed  as  a  waiver  or
relinquishment  in the  future of such  term or  condition,  but the same  shall
continue in full force and effect.

      9. Any notices hereunder shall be sent to the Company and to DCAM at their
respective  addresses  set  forth  above.  Any  notice  shall  be  given by hand
delivery,  facsimile  transmission  or  overnight  delivery or courier  service,
against receipt therefor, and shall be


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deemed to have been given when  received.  Either party may  designate any other
address to which notice shall be given, by giving written notice to the other of
such change of address in the manner herein provided.

      10.  This  Agreement  has been  made in the State of New York and shall be
construed and governed in accordance with the laws thereof without giving effect
to principles governing conflicts of law.

      11. This Agreement contains the entire agreement between the parties,  may
not be altered  or  modified,  except in  writing  and signed by the party to be
charged  thereby,  and  supersedes any and all previous  agreements  between the
parties relating to the subject matter hereof.

      12. This  Agreement  shall be binding  upon the  parties  hereto and their
respective heirs, administrators, successors and permitted assigns.


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      If you are in agreement with the  foregoing,  please execute two copies of
this letter in the space provided below and return them to the undersigned.

                                                 Yours truly,

                                                 DC ASSET MANAGEMENT LLC

                                                 By: /s/ Richard Smithline
                                                     Name: Richard Smithline
                                                     Title: President

ACCEPTED AND AGREED TO
AS OF THE DATE FIRST
ABOVE WRITTEN:

DYNTEK, INC.

By: /s/ Steven Ross
    Name: Steve Ross
    Title: CEO


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                           INDEMNIFICATION PROVISIONS

      DynTek, Inc., a Delaware corporation (the "Company"),  agrees to indemnify
and hold harmless DC Asset  Management LLC ("DCAM")  against any and all losses,
claims, damages, obligations,  penalties, judgments, awards, liabilities, costs,
expenses and  disbursements  (and any and all actions,  suits,  proceedings  and
investigations  in  respect  thereof  and any and all  legal  and  other  costs,
expenses  and  disbursements  in giving  testimony  or  furnishing  documents in
response to a subpoena or otherwise)  (each a "Liability"),  including,  without
limitation,  the costs,  expenses and  disbursements,  as and when incurred,  of
investigating,  preparing or  defending  any such action,  suit,  proceeding  or
investigation  (whether or not in connection  with litigation in which DCAM is a
party),  directly or indirectly,  relating to, based upon, arising out of, or in
connection  with,  its acting for the Company under the  Agreement,  dated as of
September 1, 2004,  between the Company and DCAM to which these  indemnification
provisions are attached and form a part (the "Agreement"),  except to the extent
that any such  Liability  is found in a final  judgment by a court of  competent
jurisdiction  (not subject to further  appeal) to have  resulted  primarily  and
directly from DCAM's gross  negligence or willful  misconduct.  The Company also
agrees that DCAM shall not have any liability  (whether  direct or indirect,  in
contract or tort or  otherwise)  to the Company  for or in  connection  with the
engagement of DCAM,  except to the extent that any such  liability is found in a
final  judgment by a court of  competent  jurisdiction  (not  subject to further
appeal) to have resulted  primarily and directly from DCAM's gross negligence or
willful misconduct.

      The indemnification provisions shall be in addition to any liability which
the Company may otherwise have to DCAM or the persons  identified  below in this
sentence and shall  extend to the  following:  DCAM,  its  affiliated  entities,
partners,  employees,  legal counsel, agents and controlling persons (within the
meaning of the federal securities laws), and the officers, directors, employees,
legal counsel,  agents and controlling persons of any of them. All references to
DCAM in these indemnification  provisions shall be understood to include any and
all of the foregoing.

      If any action, suit, proceeding or investigation is commenced, as to which
DCAM  proposes  to demand  indemnification,  it shall  notify the  Company  with
reasonable  promptness  (but any failure by DCAM to notify the Company shall not
relieve the  Company  from its  obligations  hereunder);  and the Company  shall
promptly assume the defense of such action,  suit,  proceeding or investigation,
including  the  employment  of  counsel  (reasonably  satisfactory  to DCAM) and
payment  of fees and  expenses.  DCAM  shall  have the right to  retain  its own
counsel of its own choice to represent it and such counsel shall,  to the extent
consistent with its  professional  responsibilities,  cooperate with the Company
and any counsel  designated  by the  Company,  but the fees and expenses of such
counsel  employed  by  DCAM  shall  be at the  expense  of DCAM  unless  (i) the
employment of such counsel shall have been  authorized in writing by the Company
in connection  with the defense of such action,  (ii) the Company shall not have
promptly employed counsel  reasonably  satisfactory to DCAM, or (iii) DCAM shall
have reasonably concluded that there may be one or more legal defenses available
to it which are different from or additional to those  available to the Company,
in any of which events such fees and expenses  shall be borne by the Company and
the  Company  shall not have the right to direct the  defense of such  action on
behalf of DCAM.  The  Company  shall be liable for any  settlement


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of any claim against DCAM made with the Company's written consent, which consent
shall not be  unreasonably  withheld.  The Company shall not,  without the prior
written consent of DCAM,  settle or compromise any claim, or permit a default or
consent to the entry of any judgment in respect thereof, unless such settlement,
compromise or consent includes, as unconditional term thereof, the giving by the
claimant to DCAM of an  unconditional  release from all  liability in respect of
such claim.

      In order to provide for just and  equitable  contribution,  if a claim for
indemnification  pursuant to these indemnification  provisions is made but it is
found in a final judgment by a court of competent  jurisdiction  (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express  provisions hereof provide for  indemnification in such case,
then the Company, on the one hand, and DCAM, on the other hand, shall contribute
to the losses,  claims,  damages,  obligations,  penalties,  judgments,  awards,
liabilities, costs, expenses, and disbursements to which the indemnified persons
may be subject in accordance with the relative benefits received by the Company,
on the one hand, and DCAM, on the other hand, and also the relative fault of the
Company,  on the one hand,  and DCAM, on the other hand, in connection  with the
statements,  acts or omissions which resulted in such losses,  claims,  damages,
obligations,  penalties,  judgements,  awards,  liabilities,  costs, expenses or
disbursements  and  the  relevant   equitable   considerations   shall  also  be
considered.  No person found liable for a fraudulent  misrepresentation shall be
entitled to  contribution  from any person who is not also found liable for such
fraudulent  misrepresentation.  Notwithstanding the foregoing, DCAM shall not be
obligated to  contribute  any amount  hereunder  that exceeds the amount of fees
previously received by DCAM pursuant to the Agreement.

      Neither  termination  nor completion of the engagement of DCAM referred to
above shall  affect  these  indemnification  provisions  which shall then remain
operative and in full force and effect.


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                                                                       EXHIBIT B