Exhibit 10.5

                                   DYNTEK INC.
                               SECURITY AGREEMENT

To:      __________

Gentlemen:

      1. To secure the payment of all  Obligations  (as hereafter  defined),  we
hereby  grant to you a  continuing  security  interest  in all of the  following
property now owned or at any time  hereafter  acquired by us, or in which we now
have or at any time in the future may acquire any right,  title or interest (the
"Collateral"): all accounts, inventory, equipment, goods, documents, instruments
(including,  without  limitation,  promissory notes),  contract rights,  general
intangibles (including,  without limitation, payment intangibles and an absolute
right to license on terms no less  favorable  than those current in effect among
our affiliates),  chattel paper,  supporting  obligations,  investment property,
letter-of-credit  rights,  trademarks  and  tradestyles  in which we now have or
hereafter  may acquire any right,  title or interest,  all proceeds and products
thereof  (including,   without  limitation,   proceeds  of  insurance)  and  all
additions, accessions and substitutions thereto or therefore subject only to the
Permitted Encumbrances as defined herein.

      2. The term "Obligations" as used herein shall mean and include all debts,
liabilities  and  obligations  owing by us to you hereunder and whether  arising
under, out of, or in connection with that certain Securities  Purchase Agreement
dated as of the date  hereof  by and  between  the  undersigned  and  __________
("__________")  (the  "Securities  Purchase  Agreement"),  that certain  Secured
Convertible  Term Note  dated as of the date  hereof  made by DynTek in favor of
__________  (the "Term  Note"),  the Warrant dated as of the date hereof made by
DynTek in favor of __________  in connection  with the Term Note (the "Term Note
Warrant"),  that  certain  Registration  Rights  Agreement  dated as of the date
hereof by and between  DynTek and  __________ in  connection  with the Term Note
(the  "Term  Note  Registration  Rights  Agreement"),  as each  may be  amended,
modified,  restated or supplemented from time to time, are collectively referred
to herein as the "Documents").

      3. We hereby represent, warrant and covenant to you that:

            (a) we are a company validly  existing,  in good standing and formed
      under the laws of the State of  Delaware  and we will  provide  you thirty
      (30) days' prior written notice of any change in our state of formation;

            (b) our legal name is DynTek, Inc. , as set forth in our Certificate
      of Incorporation as amended through the date hereof;

            (c) we are the  lawful  owner  of the  Collateral  and have the sole
      right to grant a security  interest therein and will defend the Collateral
      against all claims and demands of all persons and entities;

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            (d) we will keep the Collateral  free and clear of all  attachments,
      levies,  taxes,  liens,  security interests and encumbrances of every kind
      and nature  ("Encumbrances"),  other than  encumbrances  on the Collateral
      identified  in any  Exchange  Act Filings  (as  defined in the  Securities
      Purchase  Agreement,  dated  as of the date  hereof,  by and  between  the
      undersigned  and  __________.   ("__________")(the   "Securities  Purchase
      Agreement")),  and  permitted  encumbrances  set forth on  Schedule  3(d),
      (collectively, the "Permitted -------------- Encumbrances"), except to the
      extent said Encumbrance terminated, does not secure indebtedness in excess
      of $100,000  and such  Encumbrance  is removed,  terminated  or  otherwise
      released within ten (10) days of the creation thereof;

            (e) we will at our own cost and expense keep the  Collateral in good
      state of repair  (ordinary  wear and tear  excepted) and will not waste or
      destroy the same or any part thereof other than ordinary course discarding
      of items no longer used or useful in our business;

            (f) we will not without your prior written consent,  sell, exchange,
      lease or otherwise  dispose of the Collateral,  whether by sale,  lease or
      otherwise  (including,  but not limited to, the transfers of Collateral to
      any of our subsidiaries other than DynTek Services,  Inc.), except for (x)
      the  sale  of  inventory  in the  ordinary  course  of  business,  (y) the
      disposition  or transfer  in the  ordinary  course of business  during any
      fiscal year of obsolete  and  worn-out  equipment  or  equipment no longer
      necessary for our ongoing  needs,  or (z)  Collateral  having an aggregate
      fair market value of not more than $25,000, and only to the extent that:

                  (i) the proceeds of any such  disposition  are used to acquire
            replacement Collateral which is subject to your security interest or
            are used to repay Obligations or to pay general corporate  expenses;
            or

                  (ii)  following  the  occurrence  of an Event of Default which
            continues to exist,  the proceeds of which are remitted to you to be
            held as cash collateral for the Obligations (following the repayment
            of all obligations of the undersigned  subject to perfected security
            interests prior in right of payment to yours);

            (g) we will  insure the  Collateral  in your name (as well as in the
      name of creditors of the  undersigned  with perfected  security  interests
      prior in right of payment to yours) against loss or damage by fire, theft,
      burglary,  pilferage,  loss in transit and such other hazards as you shall
      specify in amounts and under policies by insurers reasonably acceptable to
      you,  which  insurance  shall be  customary in amount and type for persons
      similarly situated to us, and all premiums thereon shall be paid by us and
      the  policies  delivered to you. If we fail to do so, you may procure such
      insurance and the cost thereof shall constitute Obligations; and

            (h)  we   will  at  all   reasonable   times   allow   you  or  your
      representatives  free  access  to  and  the  right  of  inspection  of the
      Collateral;

            (i) we hereby indemnify and save you harmless from all loss,  costs,
      damage,  liability and/or expense,  including reasonable  attorneys' fees,
      that  you  may  sustain  or


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<PAGE>

      incur  to  enforce  payment,  performance  or  fulfillment  of  any of the
      Obligations  and/or  in  the  enforcement  of  this  Agreement  or in  the
      prosecution  or defense of any action or proceeding  either against you or
      us  concerning  any  matter  growing  out of or in  connection  with  this
      Agreement,  and/or any of the  Obligations  and/or  any of the  Collateral
      except  to the  extent  caused  by your own gross  negligence  or  willful
      misconduct.

      4. We shall be in default under this  Agreement  upon the happening of any
of the following events or conditions, each such event or condition an "Event of
Default:"

            (a) we shall fail to pay when due or  punctually  perform any of the
      Obligations  and such  failure  shall  continue  for a period of three (3)
      business days  following  any failure to make payment,  or for a period of
      thirty (30) days following default for any other such failure;

            (b) any  covenant,  warranty,  representation  or statement  made or
      furnished to you by us or on our behalf was false in any material  respect
      when made or furnished;

            (c)  the  loss,  theft,  substantial  damage,  destruction,  sale or
      encumbrance  to  or  of  any  of  the  Collateral  (other  than  Permitted
      Encumbrances) or the making of any levy,  seizure or attachment thereof or
      thereon except to the extent:

                  (i) such loss is covered by insurance  proceeds which are used
            to replace the item or repay us; or

                  (ii)  said  levy,   seizure  or  attachment  does  not  secure
            indebtedness  in  excess  of  $100,000  and such  levy,  seizure  or
            attachment  has not been  removed or otherwise  released  within ten
            (10) days of the creation or the assertion thereof;

            (d) we shall become insolvent, cease operations, dissolve, terminate
      our business  existence,  make an assignment for the benefit of creditors,
      suffer the appointment of a receiver,  trustee, liquidator or custodian of
      all or any part of our property;

            (e) any proceedings  under any bankruptcy or insolvency law shall be
      commenced  by or  against  us and if  commenced  against  us shall  not be
      dismissed within sixty (60) days; or

            (f) an Event of Default shall have occurred  under and as defined in
      the Note.

            (g) DynTek shall repudiate, purport to revoke or fail to perform any
      of its  obligations  under the Term Note (after passage of applicable cure
      period, if any)

      5. Upon the occurrence of any Event of Default and at any time thereafter,
you may declare all  Obligations  immediately due and payable and you shall have
the remedies of a secured party  provided in the Uniform  Commercial  Code as in
effect in the State of New York,  this Agreement and other  applicable law. Upon
the occurrence of any Event of Default and at any time thereafter subject to the
rights of creditors of the undersigned who hold perfected


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<PAGE>

security  interests prior in right of payment to yours,  you will have the right
to take  possession of the  Collateral  and to maintain  such  possession on our
premises or to remove the  Collateral or any part thereof to such other premises
as you may desire.  Upon your request, we shall assemble the Collateral and make
it  available  to you at a place  designated  by  you.  If any  notification  of
intended disposition of any Collateral is required by law, such notification, if
mailed,  shall be deemed  properly and  reasonably  given if mailed at least ten
(10) days before such  disposition,  postage prepaid,  addressed to us either at
our address shown herein or at any address appearing on your records for us. Any
proceeds of any disposition of any of the Collateral  shall be applied by you to
the  payment of all  expenses  in  connection  with the sale of the  Collateral,
including reasonable  attorneys' fees and other legal expenses and disbursements
and the reasonable expense of retaking,  holding,  preparing for sale,  selling,
and the like,  and any balance of such proceeds may be applied by you toward the
payment of the Obligations in such order of application as you may elect, and we
shall be liable for any deficiency.

      6. If we default in the  performance  or  fulfillment of any of the terms,
conditions,  promises,  covenants,  provisions  or  warranties on our part to be
performed or  fulfilled  under or pursuant to this  Agreement,  you may, at your
option  without  waiving your right to enforce this  Agreement  according to its
terms,  immediately or at any time  thereafter and without notice to us, perform
or fulfill the same or cause the  performance or fulfillment of the same for our
account and at our sole cost and expense,  and the cost and expense  thereof and
otherwise  to  enforce  the  terms  of  this  Agreement  (including   reasonable
attorneys'  fees)  shall be added to the  Obligations  and shall be  payable  on
demand with  interest  thereon at the highest rate  permitted by law or, at your
option.

      7. We appoint you, any of your officers,  employees or any other person or
entity  whom you may  designate  as our  attorney,  with power to  execute  such
documents in our behalf and to supply any omitted information and correct patent
errors in any  documents  executed  by us or on our  behalf;  to file  financing
statements  against  us  covering  the  Collateral;  to sign our name on  public
records;  and to do all other  things as are  reasonably  necessary to carry out
this  Agreement.  We hereby  ratify and  approve  all acts of the  attorney  and
neither  you nor the  attorney  will be  liable  for any acts of  commission  or
omission,  nor for any error of judgment  or mistake of fact or law,  other than
gross  negligence  or willful  misconduct.  This  power  being  coupled  with an
interest, is irrevocable so long as any Obligations remain unpaid.

      8. No delay or failure on your part in exercising any right,  privilege or
option  hereunder  shall  operate  as a waiver  of such or of any  other  right,
privilege,  remedy or option,  and no waiver  whatever  shall be valid unless in
writing,  signed by you and then only to the extent  therein  set forth,  and no
waiver by you of any default  shall  operate as a waiver of any other default or
of the same  default on a future  occasion.  Your books and  records  containing
entries with respect to the  Obligations  shall be admissible in evidence in any
action or proceeding,  shall be binding upon us for the purpose of  establishing
the items therein set forth and shall constitute prima facie proof thereof.  You
shall have the right to enforce  any one or more of the  remedies  available  to
you,  successively,  alternately or  concurrently.  We agree to join with you in
executing  financing  statements or other  instruments to the extent required by
the  Uniform  Commercial  Code in  form  reasonably  satisfactory  to you and in
executing  such other  documents  or  instruments  as may be  required or deemed
necessary by you for purposes of affecting or continuing your security  interest
in the Collateral.


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<PAGE>

      9. This  Agreement  shall be governed by and construed in accordance  with
the laws of the  State  of New  York  and  cannot  be  terminated  orally.  This
Agreement shall terminate upon repayment of all obligations under the Term Note,
and upon such  termination  you shall  promptly  execute  and  deliver  all such
documents,  and file all such termination statements,  and take all such actions
as we shall deem reasonably  necessary to release and reflect termination of the
security  interests  granted  to you  hereunder.  All of the  rights,  remedies,
options,  privileges  and elections  given to you  hereunder  shall inure to the
benefit of your  successors  and  assigns.  The term "you" as herein  used shall
include your company,  any parent of your company,  any of your subsidiaries and
any co-subsidiaries of your parent, whether now existing or hereafter created or
acquired, and all of the terms, conditions,  promises, covenants, provisions and
warranties  of this  Agreement  shall inure to the benefit of and shall bind the
representatives,  successors  and  assigns  of each of us and  them.  You and we
hereby (a) waive any and all right to trial by jury in  litigation  relating  to
this  Agreement  and the  transactions  contemplated  hereby and we agree not to
assert any  counterclaim  in such  litigation,  (b)  submit to the  nonexclusive
jurisdiction  of any New York State court  sitting in the borough of  Manhattan,
the city of New York and (c)  waive any  objection  you or we may have as to the
bringing or maintaining of such action with any such court.

      10. The security interest in the Collateral  granted by us to you pursuant
to this  Agreement  is and shall remain  subordinate  and junior to the security
interest  we granted  to  Systran  Financial  Services  Corporation  ("Systran")
pursuant to that certain Factoring Agreement, dated July 1, 2003, among Systran,
us, and DynTek Services,  Inc. ("Senior Financing Agreement"),  in all respects.
In furtherance of the foregoing, all of your rights and remedies, and all of our
covenants,  agreements and obligations, under this Agreement are subordinate and
subject to all of the terms,  conditions,  covenants and agreements contained in
the Senior Financing Agreement.


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<PAGE>

      11. All notices  from you to us shall be  sufficiently  given if mailed or
delivered to us at our address set forth below. Very truly yours,

                                          DYNTEK, INC.


                                          By: __________________________________

                                          Name: ________________________________

ACKNOWLEDGED:                             Title: _______________________________

                                          Address:
                                          18881 Von Karman Avenue
                                          Suite 250
                                          Irvine, CA  92612
By: _________________________________     Attention: Chief Financial Officer
                                          Facsimile: (949) 955-0086
Name: _______________________________

Title: ______________________________


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                                  Schedule 3(d)
                             Permitted Encumbrances


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