Exhibit 99.4

                                  DYNTEK, INC.

                             STOCK OPTION AGREEMENT

      Type of Option (check one): |_| Incentive              |_| Nonqualified

      This Stock Option  Agreement (the  "Agreement")  is entered into as of the
____ day of  _________________,  200__, by and between Dyntek,  Inc., a Delaware
corporation  (the  "Company"),  and  ____________________________________   (the
"Optionee")  pursuant to the Company's  2001 Stock  Incentive Plan (the "Plan").
Any capitalized  term not defined herein shall have the same meaning ascribed to
it in the Plan.

      1. Grant of Option.  The Company  hereby grants to Optionee an option (the
"Option") to purchase all or any portion of a total of ( ) shares (the "Shares")
of the Common  Stock of the  Company at a purchase  price of ($ ) per share (the
"Exercise Price"),  subject to the terms and conditions set forth herein and the
provisions of the Plan.  If the box marked  "Incentive"  above is checked,  then
this Option is intended to qualify as an "incentive  stock option" as defined in
Section 422 of the Internal  Revenue Code of l986, as amended (the  "Code").  If
this Option fails in whole or in part to qualify as an incentive  stock  option,
or if the box marked  "Nonqualified" is checked,  then this Option shall to that
extent constitute a nonqualified stock option.

      2.  Vesting of Option.  The right to exercise  this  Option  shall vest in
installments, and this Option shall be exercisable from time to time in whole or
in part as to any vested installment ("Vested Shares"). ________________ percent
(__%) of the Shares shall become Vested Shares on the first  anniversary  of the
"Vesting  Commencement  Date," and  thereafter,  the balance of the Shares shall
become  Vested  Shares  in a  series  of _____  (__)  successive  equal  _______
installments for each full ___________  period of Continuous Service provided by
the Optionee after the Vesting  Commencement  Date, such that 100% of the Shares
shall  become  Vested  Shares  on  the  _______   anniversary  of  the  "Vesting
Commencement Date." For these purposes,  the Vesting  Commencement Date shall be
_______________.

      No  additional  Shares  shall  vest  after  the  date  of  termination  of
Optionee's  "Continuous  Service"  (as defined  below),  but this  Option  shall
continue to be exercisable  in accordance  with Section 3 hereof with respect to
that  number  of  shares  that  have  vested  as of the date of  termination  of
Optionee's Continuous Service.

      For purposes of this Agreement,  the term  "Continuous  Service" means (i)
employment by either the Company or any parent or subsidiary  corporation of the
Company,  or by a corporation or a parent or subsidiary of a corporation issuing
or assuming a stock option in a transaction  to which Section 424(a) of the Code
applies,  which is  uninterrupted  except for  vacations,  illness  (except  for
permanent disability,  as defined in Section 22(e)(3) of the Code), or leaves of
absence  which are  approved  in  writing  by the  Company  or any of such other
employer corporations,  if applicable,  (ii) service as a member of the Board of
Directors of the Company  until  Optionee  resigns,  is removed from office,  or
Optionee's  term of office expires and he or she is not  reelected,  or (iii) so
long as


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Optionee  is engaged as a  consultant  or other  person or entity the  Committee
authorizes to become a participant in the Plan and who provides  services to (a)
the Company,  (b) an affiliate of the Company, or (c) any other business venture
designated  by the  Committee  in which the  Company  (or any  entity  that is a
successor  to the  Company) or an  affiliate  of the  Company has a  significant
ownership interest.

      3. Term of Option. The right of the Optionee to exercise this Option shall
terminate upon the first to occur of the following:

            (a)  the  expiration  of ten  (10)  years  from  the  date  of  this
Agreement;

            (b) the  expiration of one (1) year from the date of  termination of
Optionee's Continuous Service if such termination is due to permanent disability
of the Optionee (as defined in Section 22(e)(3) of the Code);

            (c) the  expiration of one (1) year from the date of  termination of
Optionee's  Continuous Service if such termination is due to Optionee's death or
if  death  occurs  during  the  three-month  period  following   termination  of
Optionee's Continuous Service pursuant to Section 3(d) below;

            (d) the  expiration of three (3) months from the date of termination
of Optionee's Continuous Service if such termination occurs for any reason other
than  permanent  disability,  death,  or in the event the  Committee  reasonably
determines  that the  termination  of employment  of the Optionee  resulted from
willful  acts or failures to act by the  Optionee  that are  detrimental  to the
Company or any of its  affiliates;  provided,  however,  that if  Optionee  dies
during such three-month period the provisions of Section 3(c) above shall apply;

            (e)  the  termination  of  Optionee's  Continuous  Service,  if  the
Committee  reasonably  determines  that the  termination  of  employment  of the
Optionee  resulted from willful acts or failures to act by the Optionee that are
detrimental to the Company; or

            (f) in the event of a consolidation or merger, reorganization,  sale
of all or substantially all of the assets or stock of the Company or liquidation
of the  Company  (as  described  in Section 14 of the  Plan),  unless  otherwise
provided pursuant to Section 9 below.

      4.  Exercise  of Option.  On or after the  vesting of any  portion of this
Option in accordance with Sections 2 or 9 hereof,  and until  termination of the
right to exercise this Option in accordance with Section 3 above, the portion of
this Option that has vested may be exercised in whole or in part by the Optionee
(or, after his or her death,  by the person  designated in Section 5 below) upon
delivery of the following to the Company at its principal executive offices:

            (a) a written notice of exercise which identifies this Agreement and
states the number of Shares then being  purchased (but no fractional  Shares may
be  purchased),  with any partial  exercise  being  deemed to cover first vested
Shares and then the earliest vesting installments of unvested Shares;

            (b) a check or cash in the amount of the Exercise  Price (or payment
of the  Exercise  Price  in such  other  form  of  lawful  consideration  as the
Administrator may approve from time to time under the provisions of Section 5(f)
of the Plan);


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<PAGE>

            (c) a check  or  cash  in the  amount  reasonably  requested  by the
Company to satisfy the Company's withholding obligations under federal, state or
other applicable tax laws with respect to the taxable income, if any, recognized
by the  Optionee in  connection  with the  exercise  of this Option  (unless the
Company  and  Optionee  shall have made other  arrangements  for  deductions  or
withholding  from  Optionee's  wages,  bonus or other  compensation  payable  to
Optionee, or by the withholding of Shares issuable upon exercise of this Option,
provided such arrangements satisfy the requirements of applicable tax laws); and

            (d) a  letter,  if  requested  by the  Company,  in  such  form  and
substance as the Company may require, setting forth the investment intent of the
Optionee, or person designated in Section 5 below, as the case may be.

      5. Death of Optionee; No Assignment. The rights of the Optionee under this
Agreement  may not be assigned or  transferred  except by will or by the laws of
descent  and  distribution,  and may be  exercised  during the  lifetime  of the
Optionee  only  by  such  Optionee.   Any  attempt  to  sell,  pledge,   assign,
hypothecate,  transfer  or  dispose  of this  Option  in  contravention  of this
Agreement or the Plan shall be void and shall have no effect.  If the Optionee's
Continuous  Service  terminates  as a result of his or her death,  and  provided
Optionee's  rights  hereunder  shall have  vested  pursuant to Section 2 hereof,
Optionee's legal representative,  his or her legatee, or the person who acquired
the right to  exercise  this  Option  by  reason  of the  death of the  Optionee
(individually,  a  "Successor")  shall  succeed  to the  Optionee's  rights  and
obligations  under  this  Agreement.  After  the death of the  Optionee,  only a
Successor may exercise this Option.

      6. Representations and Warranties of Optionee.

            (a)  Optionee  represents  and  warrants  that this  Option is being
acquired by Optionee for Optionee's  personal account,  for investment  purposes
only,  and not with a view to the  distribution,  resale  or  other  disposition
thereof.

            (b) Optionee acknowledges that the Company may issue Shares upon the
exercise of the Option without  registering such Shares under the Securities Act
of l933, as amended (the "Securities  Act"), on the basis of certain  exemptions
from such registration requirement. Accordingly, Optionee agrees that his or her
exercise of the Option may be expressly  conditioned upon his or her delivery to
the Company of an investment  certificate  including  such  representations  and
undertakings  as the  Company  may  reasonably  require  in order to assure  the
availability of such  exemptions,  including a  representation  that Optionee is
acquiring the Shares for investment and not with a present  intention of selling
or  otherwise   disposing   thereof  and  an  agreement  by  Optionee  that  the
certificates   evidencing  the  Shares  may  bear  a  legend   indicating   such
non-registration  under the  Securities  Act and the resulting  restrictions  on
transfer.  Optionee  acknowledges that, because Shares received upon exercise of
an Option  may be  unregistered,  Optionee  may be  required  to hold the Shares
indefinitely  unless  they are  subsequently  registered  for  resale  under the
Securities Act or an exemption from such registration is available.

            (c)  Optionee  acknowledges  receipt  of a  copy  of  the  Plan  and
understands  that all rights and obligations  connected with this Option are set
forth in this Agreement and in the Plan.

      7.  Restrictive   Legends.   Optionee  hereby  acknowledges  that  federal
securities  laws and the securities laws of the state in which he or she resides
may require the placement of certain  restrictive legends upon the Shares issued
upon exercise of this Option, and Optionee hereby


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<PAGE>

consents to the placing of any such legends  upon  certificates  evidencing  the
Shares as the Company, or its counsel, may deem necessary or advisable.

      8.  Adjustments Upon Changes in Capital  Structure.  In the event that the
outstanding  shares of Common  Stock of the Company are  hereafter  increased or
decreased or changed into or exchanged for a different  number or kind of shares
or other securities of the Company by reason of a recapitalization, stock split,
combination of shares,  reclassification,  stock dividend or other change in the
capital structure of the Company,  then appropriate  adjustment shall be made by
the Administrator to the number of Shares subject to the unexercised  portion of
this Option and to the Exercise Price per share, in order to preserve, as nearly
as  practical,  but not to increase,  the  benefits of the  Optionee  under this
Option.

      9.  Merger,  Consolidation,  Sale,  Liquidation,  Etc.  In the  event of a
consolidation or merger, reorganization, sale of all or substantially all of the
assets or stock of the Company or liquidation  of the Company,  (as described in
Section 14 of the Plan),  the Committee  shall take one or more of the following
actions:

            (a)  provide  that  the  Optionee's  outstanding  Options  shall  be
assumed,  or  substantially  equivalent  stock and stock based  awards  shall be
substituted,  by the  acquiring  or  succeeding  corporation  (or  an  affiliate
thereof),  provided  that  any  options  substituted  for  ISOs  shall  meet the
requirements of Section 424(a) of the Code;

            (b) in the event of a merger  under the  terms of which  holders  of
common  stock will  receive  upon  consummation  thereof a cash payment for each
share  surrendered  in the  merger,  make or provide  for a cash  payment to the
Optionee equal to the difference between (i) the Merger Price, as defined in the
Plan,  times the  number of shares of common  stock  subject  to the  Optionee's
outstanding   Options  and  (ii)  the  aggregate  exercise  price  of  all  such
outstanding  options in exchange for the termination of the Optionee's  Options,
as set forth in Section 14 of the Plan, or

            (c)  provide  that  all  or any  outstanding  options  shall  become
exercisable in full immediately prior to the occurrence of such event.

If the  provisions  of  subsection  (a) above  apply,  then the new option shall
continue to vest in accordance with the provisions of Section 2 hereof and shall
continue in effect for the  remainder  of the term of this Option in  accordance
with the provisions of Section 3 hereof.

      10. Limitation of Company's Liability for Nonissuance.  The Company agrees
to use its  reasonable  best  efforts to obtain from any  applicable  regulatory
agency such  authority or approval as may be required in order to issue and sell
the Shares to the Optionee pursuant to this Option.  Inability of the Company to
obtain,  from any such  regulatory  agency,  authority or approval deemed by the
Company's counsel to be necessary for the lawful issuance and sale of the Shares
hereunder  and under the Plan shall  relieve  the  Company of any  liability  in
respect of the  nonissuance  or sale of such  shares as to which such  requisite
authority or approval shall not have been obtained.

      11. No Employment  Contract  Created.  Neither the granting of this Option
nor the exercise hereof shall be construed as granting to the Optionee any right
with  respect  to  continuance  of  employment  by  the  Company  or  any of its
subsidiaries.  The right of the Company or any of its  subsidiaries to terminate
at will the Optionee's  employment at any time (whether by dismissal,  discharge
or otherwise), with or without cause, is specifically reserved.


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<PAGE>

      12. Rights as  Stockholder.  The Optionee (or transferee of this option by
will or by the laws of  descent  and  distribution)  shall  have no  rights as a
stockholder  with respect to any Shares covered by this Option until such person
has duly exercised  this Option,  paid the Exercise Price and become a holder of
record of the Shares purchased.

      13. "Market  Stand-Off"  Agreement.  Optionee agrees that, if requested by
the Company or the managing  underwriter of any proposed  public offering of the
Company's securities, Optionee will not sell or otherwise transfer or dispose of
any Shares held by Optionee  without the prior written consent of the Company or
such underwriter,  as the case may be, during such period of time, not to exceed
180 days following the effective date of the registration statement filed by the
Company with respect to such  offering,  as the Company or the  underwriter  may
specify.

      14.  Interpretation.  This Option is granted  pursuant to the terms of the
Plan,  and shall in all respects be  interpreted  in accordance  therewith.  The
Administrator  shall  interpret and construe  this Option and the Plan,  and any
action,  decision,  interpretation  or  determination  made in good faith by the
Administrator  shall be final and binding on the Company  and the  Optionee.  As
used in this Agreement, the term "Administrator" shall refer to the committee of
the Board of Directors of the Company  appointed to administer  the Plan, and if
no such  committee has been  appointed,  the term  Administrator  shall mean the
Board of Directors.

      15.  Notices.  Any notice,  demand or request  required or permitted to be
given under this  Agreement  shall be in writing and shall be deemed  given when
delivered  personally  or three (3) days  after  being  deposited  in the United
States mail, as certified or registered mail, with postage prepaid,  (or by such
other method as the Administrator may from time to time deem  appropriate),  and
addressed, if to the Company, at its principal place of business, Attention: the
Chief  Financial  Officer,  and if to the  Optionee,  at his or her most  recent
address as shown in the employment or stock records of the Company.

      16. Governing Law. The validity, construction,  interpretation, and effect
of this Option shall be governed by and  determined in accordance  with the laws
of the State of New York.

      17.  Severability.  Should any  provision or portion of this  Agreement be
held to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.

      18.  Attorneys'  Fees. If any party shall bring an action in law or equity
against  another  to  enforce  or  interpret  any of the  terms,  covenants  and
provisions  of this  Agreement,  the  prevailing  party in such action  shall be
entitled to recover  from the other  party  reasonable  attorneys'  fees and any
expert witness fees.

      19.  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be deemed one instrument.

                             Signature Page Follows


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<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date first above written.

THE COMPANY:                            OPTIONEE:

Dyntek, Inc.

By:___________________________________  ________________________________________
                                                      (Signature)

Its: _________________________________  ________________________________________
                                                   (Type or print name)

                                        Address:

                                        ________________________________________

                                        ________________________________________


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