**Exhibit 10.4**

 

THIS SECURITY HAS NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOTBE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDERSUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION ISAVAILABLE.

 

**DYNTEK, INC.**

 

**SECURED PROMISSORY NOTE**

 
| $[                  ] |   | October 26, 2005 |
|-----------------------------------------------------------------------------------------------------------------|--------|-----------------------|

 

For value received, **DynTek, Inc.**, a Delaware corporation (the “Company”),hereby promises to pay to [                  ]or registered assigns (hereinafter referred to as the “Payee”), on or before December 31,2006 (the “Maturity Date”), the principal sum of [                  ]or such part thereof as then remains unpaid, and to pay interest from the datehereof on the whole amount of said principal sum remaining unpaid until March,1, 2006 at the rate of twelve percent (12%) per annum, from March 1, 2006until April 1, 2006 at the rate of fourteen percent (14%) per annum, from April 1,2006 until May 1, 2006 at the rate of sixteen percent (16%) per annum,from May 1, 2006 until June 1, 2006 at the rate of eighteen percent(18%) per annum and from June 1, 2006 until the Maturity Date at the rateof twenty percent (20%) per annum*; provided, however*,the rate of interest payable under this Note from time to time shall in noevent exceed the maximum rate, if any, permissible under applicable law.  Principal and interest shall be payable inlawful money of the United States of America, in immediately available funds,at the principal office of the Payee or at such other place as the legal holdermay designate from time to time in writing to the Company.  Interest shall be computed on the basis of a360-day year and a thirty (30) day month. Notwithstanding any other provision of this Note, the holder hereof doesnot intend to charge and the Company shall not be required to pay any interestor other fees or charges in excess of the maximum permitted by applicable law;any payments in excess of such maximum shall be refunded to the Company orcredited to reduce principal hereunder.

 

This Note is issued as oneof the secured promissory notes (the “Notes”) issued pursuant to, and isentitled to the benefits of, that certain Note Purchase Agreement, dated as of October 26,2005, between the Company and the Persons (the “Purchasers”) listed in the Schedule ofPurchasers attached as Schedule I thereto (as the same may beamended from time to time, hereinafter referred to as the “Agreement”), andeach holder of this Note, by his acceptance hereof, agrees to be bound by theprovisions of the Agreement.

 

As further provided in theAgreement, upon surrender of this Note for transfer or exchange, a new Note ornew Notes of the same tenor dated the date to which interest has been paid onthe surrendered Note and in an aggregate principal amount equal to the unpaidprincipal amount of the Note so surrendered will be issued to, and registeredin the name of, the transferee or transferees. The Company may treat the person in whose name this Note is registeredas the owner hereof for the purpose of receiving payment and for all otherpurposes.

 

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In case any payment hereinprovided for shall not be paid when due, the Company promises to pay all costof collection, including all reasonable attorney’s fees.

 

This Note shall be governedby, and construed in accordance with, the laws of the State of Californiawithout regard for conflicts of laws or choice of laws principles.

 

This Note is secured by andentitled to the benefits of a certain Security and Pledge Agreement (as thatterm is defined in the Agreement), dated October 26, 2005, from theCompany to the Purchasers.

 

The Company and allendorsers and guarantors of this Note hereby waive presentment, demand, noticeof nonpayment, protest and all other demands and notices in connection with thedelivery, acceptance, performance or enforcement of this Note.

 
| ** ** | **DYNTEK, INC.** |
|------------|------------------|
| ** ** | ** **       |
| ** ** | ** **       |
|       | By               |   |   |
|       | Name:            |   |   |
|       | Title:           |   |   |
|            |                  |  |  |  |  |

 

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