Exhibit 10.7

                               SUBSIDIARY GUARANTY

New York, New York                                              January 30, 2004

      FOR VALUE RECEIVED,  and in  consideration  of note purchases from,  loans
made or to be made or credit otherwise  extended or to be extended by __________
("__________")  to or for the account of Dyntek,  Inc.  ("Debtor")  from time to
time and at any time and for other good and valuable consideration and to induce
__________,  in its  discretion,  to  purchase  such  notes,  make such loans or
extensions of credit and to make or grant such renewals, extensions, releases of
collateral or  relinquishments of legal rights as __________ may deem advisable,
each of the undersigned  (and each of them if more than one, the liability under
this Guaranty  being joint and several)  (jointly and  severally  referred to as
"Guarantors " or "the  undersigned")  unconditionally  guaranties to __________,
its  successors,  endorsees and assigns the prompt  payment when due (whether by
acceleration or otherwise) of all present and future obligations and liabilities
of any and all kinds of  Debtor  to  __________  and of all  instruments  of any
nature evidencing or relating to any such obligations and liabilities upon which
Debtor or one or more parties and Debtor is or may become liable to  __________,
whether incurred by Debtor as maker, endorser,  drawer,  acceptor,  guarantors ,
accommodation  party or otherwise,  and whether due or to become due, secured or
unsecured,  absolute or  contingent,  joint or several,  and however or whenever
acquired by __________,  whether  arising under,  out of, or in connection  with
that certain  Securities  Purchase  Agreement dated as of the date hereof by and
between  Debtor and  __________  (the  "Securities  Purchase  Agreement");  that
certain Secured  Convertible  Note dated as of the date hereof made by Debtor in
favor of __________ (the "Note") the Warrant dated as of the date hereof made by
Debtor in favor of __________ (the "Warrant")or that certain Registration Rights
Agreement  dated as of the date hereof by and between Debtor and __________ (the
"Registration  Rights Agreement") (the Securities Purchase Agreement,  the Note,
the  Warrant  and the  Registration  Rights  Agreement,  as each may be amended,
modified,  restated or supplemented from time to time, are collectively referred
to herein as the  "Documents"),  or any  documents,  instruments  or  agreements
relating to or executed  in  connection  with the  Documents  or any  documents,
instruments  or  agreements  referred to therein or otherwise  (all of which are
herein collectively  referred to as the "Obligations"),  and irrespective of the
genuineness,  validity,  regularity or enforceability of such Obligations, or of
any instrument  evidencing any of the Obligations or of any collateral  therefor
or of the  existence  or  extent of such  collateral,  and  irrespective  of the
allowability,  allowance or disallowance of any or all of the Obligations in any
case  commenced  by or  against  Debtor  under  Title 11,  United  States  Code,
including,  without  limitation,  obligations  or  indebtedness  of  Debtor  for
post-petition interest,  fees, costs and charges that would have accrued or been
added to the Obligations  but for the  commencement of such case. In furtherance
of the foregoing, the undersigned hereby agrees as follows:

      1. No Impairment. __________ may at any time and from time to time, either
before or after the maturity  thereof,  without notice to or further  consent of
the  undersigned,  extend the time of payment  of,  exchange  or  surrender  any
collateral  for, renew or extend any of the  Obligations or increase or decrease
the interest rate thereon,  and may also make any agreement  with Debtor or with
any other party to or person  liable on any of the  Obligations,  or  interested
therein, for the extension,  renewal, payment, compromise,  discharge or release
thereof, in whole or in part, or for any modification of the terms thereof or of
any agreement  between  __________ and Debtor or any such other party or person,
or make any election of rights  __________ may deem  desirable  under the United
States  Bankruptcy Code, as amended,  or any other federal or state  bankruptcy,
reorganization,  moratorium  or  insolvency  law  relating to or

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affecting the enforcement of creditors'  rights generally (any of the foregoing,
an  "Insolvency  Law") without in any way impairing or affecting  this Guaranty.
This instrument shall be effective  regardless of the subsequent  incorporation,
merger or  consolidation of Debtor,  or any change in the  composition,  nature,
personnel  or location  of Debtor and shall  extend to any  successor  entity to
Debtor, including a debtor in possession or the like under any Insolvency Law.

      2.  Guaranty  Absolute.  Each of the  undersigned  jointly  and  severally
guarantees  that the  Obligations  will be paid strictly in accordance  with the
terms of the  Documents  and/or  any other  document,  instrument  or  agreement
creating or evidencing  the  Obligations,  regardless of any law,  regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept
the full range of risk  encompassed  within a contract of "continuing  guaranty"
which risk  includes  the  possibility  that  Debtor  will  contract  additional
indebtedness  for  which  Guarantors  may be  liable  hereunder  after  Debtor's
financial  condition  or ability to pay its lawful  debts when they fall due has
deteriorated,  whether or not  Debtor has  properly  authorized  incurring  such
additional   indebtedness.   The  undersigned   acknowledge  that  (i)  no  oral
representations, including any representations to extend credit or provide other
financial  accommodations to Debtor,  have been made by __________ to induce the
undersigned  to enter into this Guaranty and (ii) any extension of credit to the
Debtor  shall  be  governed  solely  by the  provisions  of the  Documents.  The
liability of each of the  undersigned  under this Guaranty shall be absolute and
unconditional,  in accordance with its terms, and shall remain in full force and
effect  without  regard to, and shall not be  released,  suspended,  discharged,
terminated or otherwise affected by, any circumstance or occurrence  whatsoever,
including,  without limitation: (a) any waiver, indulgence,  renewal, extension,
amendment or modification  of or addition,  consent or supplement to or deletion
from or any other action or inaction under or in respect of the Documents or any
other instruments or agreements relating to the Obligations or any assignment or
transfer of any thereof,  (b) any lack of validity or enforceability of any Loan
Document  or  other  documents,   instruments  or  agreements  relating  to  the
Obligations or any assignment or transfer of any thereof,  (c) any furnishing of
any additional security to __________ or its assignees or any acceptance thereof
or  any  release  of any  security  by  __________  or its  assignees,  (d)  any
limitation  on any party's  liability or  obligation  under the Documents or any
other  documents,  instruments or agreements  relating to the Obligations or any
assignment or transfer of any thereof or any invalidity or unenforceability,  in
whole or in part,  of any such  document,  instrument  or  agreement or any term
thereof,   (e)  any   bankruptcy,   insolvency,   reorganization,   composition,
adjustment,  dissolution,  liquidation  or other  like  proceeding  relating  to
Debtor,  or any action  taken with  respect to this  Guaranty  by any trustee or
receiver,  or by  any  court,  in  any  such  proceeding,  whether  or  not  the
undersigned  shall have notice or  knowledge  of any of the  foregoing,  (f) any
exchange,  release  or  nonperfection  of any  collateral,  or any  release,  or
amendment  or waiver of or consent to  departure  from any guaranty or security,
for all or any of the  Obligations  or (g) any other  circumstance  which  might
otherwise constitute a defense available to, or a discharge of, the undersigned.
Any amounts due from the  undersigned  to __________  shall bear interest  until
such  amounts  are  paid in full at the  highest  rate  then  applicable  to the
Obligations.  Obligations include post-petition  interest whether or not allowed
or allowable.

      3. Waivers.

            (a) This  Guaranty is a guaranty  of payment and not of  collection.
      __________ shall be under no obligation to institute suit, exercise rights
      or remedies or


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      take any other  action  against  Debtor or any other  person  liable  with
      respect to any of the  Obligations  or resort to any  collateral  security
      held by it to secure any of the  Obligations  as a condition  precedent to
      the  undersigned  being  obligated to perform as agreed herein and each of
      the  Guarantors  hereby  waives  any and all  rights  which it may have by
      statute or  otherwise  which  would  require  __________  to do any of the
      foregoing.  Each  of the  Guarantors  further  consents  and  agrees  that
      __________  shall be under no obligation to marshal any assets in favor of
      Guarantors, or against or in payment of any or all of the Obligations. The
      undersigned  hereby  waives  all  suretyship  defenses  and any  rights to
      interpose  any  defense,   counterclaim   or  offset  of  any  nature  and
      description  which the undersigned may have or which may exist between and
      among  __________,  Debtor  and/or  the  undersigned  with  respect to the
      undersigned's  obligations under this Guaranty, or which Debtor may assert
      on  the  underlying  debt,   including  but  not  limited  to  failure  of
      consideration, breach of warranty, fraud, payment (other than cash payment
      in full of the  Obligations),  statute  of  frauds,  bankruptcy,  infancy,
      statute of limitations, accord and satisfaction, and usury.

            (b)  Each  of the  undersigned  further  waives  (i)  notice  of the
      acceptance of this Guaranty, of the making of any such loans or extensions
      of  credit,  and of all  notices  and  demands  of any kind to  which  the
      undersigned  may be entitled,  including,  without  limitation,  notice of
      adverse change in Debtor's financial  condition or of any other fact which
      might materially increase the risk of the undersigned and (ii) presentment
      to or demand of payment  from  anyone  whomsoever  liable  upon any of the
      Obligations,  protest, notices of presentment,  non-payment or protest and
      notice of any sale of collateral security or any default of any sort.

            (c)  Notwithstanding any payment or payments made by the undersigned
      hereunder,  or any setoff or  application  of funds of the  undersigned by
      __________,  the undersigned shall not be entitled to be subrogated to any
      of the rights of __________  against  Debtor or against any  collateral or
      guarantee  or right of offset  held by  __________  for the payment of the
      Obligations,  nor shall the  undersigned  seek or be  entitled to seek any
      contribution or  reimbursement  from Debtor in respect of payments made by
      the undersigned hereunder, until all amounts owing to __________ by Debtor
      on account of the Obligations are paid in full and the Documents have been
      terminated. If, notwithstanding the foregoing, any amount shall be paid to
      the undersigned on account of such subrogation rights at any time when all
      of the  Obligations  shall not have  been  paid in full and the  Documents
      shall  not  have  been  terminated,  such  amount  shall  be  held  by the
      undersigned in trust for  __________,  segregated  from other funds of the
      undersigned,  and shall  forthwith  upon,  and in any event within two (2)
      business days of, receipt by the undersigned, be turned over to __________
      in the exact  form  received  by the  undersigned  (duly  endorsed  by the
      undersigned  to  __________,  if  required),  to be  applied  against  the
      Obligations, whether matured or unmatured, in such order as __________ may
      determine, subject to the provisions of the Documents. Any and all present
      and future debts and  obligations of Debtor to any of the  undersigned are
      hereby  waived and  postponed  in favor of, and  subordinated  to the full
      payment and  performance  of, all present and future debts and obligations
      of Debtor to __________.

      4. Security. All sums at any time to the credit of the undersigned and any
property of the  undersigned in  __________'  possession or in the possession of
any bank,  financial  institution  or other entity that directly or  indirectly,
through one or more  intermediaries,  controls


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<PAGE>

or is  controlled  by, or is under common  control with,  __________  (each such
entity, an "Affiliate") shall be deemed held by __________ or such Affiliate, as
the case may be, as security for any and all of the undersigned's obligations to
__________ and to any Affiliate of __________, no matter how or when arising and
whether   under  this  or  any  other   instrument,   agreement  or   otherwise.
Notwithstanding anything to the contrary contained herein, the security interest
granted to __________  shall be limited to goods  (including  but not limited to
equipment and expressly excluding inventory) of the undersigned.

      5. Representations and Warranties.  Each of the undersigned  respectively,
hereby   jointly  and   severally   represents   and  warrants   (all  of  which
representations   and  warranties   shall  survive  until  all  Obligations  are
indefeasibly   satisfied  in  full  and  the  Documents  have  been  irrevocably
terminated),  that, except as disclosed in any of the Documents or in any of the
Exchange Act Filings (as defined in the Securities Purchase Agreement):

            (a)  Corporate  Status.   The  undersigned  is  a  corporation  duly
      organized,  validly  existing and in good  standing  under the laws of the
      state of incorporation indicated on the signature page hereof and has full
      power,  authority  and legal right to own its  property  and assets and to
      transact the business in which it is engaged.

            (b)  Authority  and  Execution.  The  undersigned  has  full  power,
      authority  and legal  right to execute  and  deliver,  and to perform  its
      obligations under, this Guaranty and has taken all necessary corporate and
      legal action to authorize the execution,  delivery and performance of this
      Guaranty.

            (c) Legal,  Valid and Binding Character.  This Guaranty  constitutes
      the legal, valid and binding obligation of the undersigned  enforceable in
      accordance  with its  terms,  except as  enforceability  may be limited by
      applicable  bankruptcy,  insolvency,  reorganization,  moratorium or other
      laws of general application affecting the enforcement of creditor's rights
      and  general  principles  of equity  that  restrict  the  availability  of
      equitable or legal remedies.

            (d)  Violations.  The  execution,  delivery and  performance of this
      Guaranty  will  not  violate  any  requirement  of law  applicable  to the
      undersigned or any material contract, agreement or instrument to which the
      undersigned is a party or by which the  undersigned or any property of the
      undersigned  is bound or  result  in the  creation  or  imposition  of any
      mortgage, lien or other encumbrance other than to __________ on any of the
      property or assets of the undersigned pursuant to the provisions of any of
      the foregoing.

            (e) Consents or Approvals.  No consent of any other person or entity
      (including,  without  limitation,  any creditor of the undersigned) and no
      consent,  license,  permit,  approval or  authorization  of, exemption by,
      notice or report to, or  registration,  filing or  declaration  with,  any
      governmental  authority  is required  in  connection  with the  execution,
      delivery, performance, validity or enforceability of this Guaranty.

            (f)  Litigation.  No  litigation,   arbitration,   investigation  or
      administrative   proceeding   of  or  before  any  court,   arbitrator  or
      governmental  authority,  bureau or agency is currently pending or, to the
      best  knowledge of the  undersigned,  threatened  (i) with respect to this
      Guaranty or any of the transactions  contemplated by this Guaranty or (ii)
      against or affecting the undersigned,  or any of property or assets of the
      undersigned,


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<PAGE>

      which, if adversely  determined,  would have a material  adverse effect on
      the business,  operations, assets or condition, financial or otherwise, of
      the undersigned.

            (g)  Financial  Benefit.  Each of the  undersigned  has  derived  or
      expects to derive a financial or other advantage from each and every loan,
      advance  or  extension  of  credit  made  under  the  Documents  or  other
      Obligation incurred by Debtor to __________.

      6. Acceleration.

            (a) If any breach of any  covenant  or  condition  or other event of
      default shall occur and be continuing  under any agreement  made by Debtor
      or any of the  undersigned to  __________,  or either Debtor or any of the
      undersigned  should  at any  time  become  insolvent,  or  make a  general
      assignment,  or if a proceeding  in or under any  Insolvency  Law shall be
      filed or commenced by, or in respect of, any of the  undersigned,  or if a
      notice of any lien, levy, or assessment is filed of record with respect to
      any assets of any of the  undersigned  by the United  States of America or
      any department,  agency, or  instrumentality  thereof,  or if any taxes or
      debts owing at any time or times  hereafter  to any one of them  becomes a
      lien or  encumbrance  upon any assets of the  undersigned  in  __________'
      possession,  or  otherwise,  any and all  Obligations  shall for  purposes
      hereof,  at __________'  option,  be deemed due and payable without notice
      notwithstanding  that any such  Obligation  is not then due and payable by
      Debtor.

            (b) Each of the undersigned  will promptly notify  __________ of any
      default by such undersigned in its respective performance or observance of
      any term or condition of any agreement to which the undersigned is a party
      if the  effect of such  default  is to cause,  or permit the holder of any
      obligation  under such agreement to cause,  such  obligation to become due
      prior to its stated  maturity  and,  if such an event  occurs,  __________
      shall  have  the  right  to  accelerate  such  undersigned's   obligations
      hereunder.

      7.  Payments  from  Guarantors.  __________,  in  its  sole  and  absolute
discretion,  with or without notice to the undersigned,  may apply on account of
the  Obligations any payment from the  undersigned or any other  guarantors,  or
amounts realized from any security for the  Obligations,  or may deposit any and
all such amounts  realized in a  non-interest  bearing cash  collateral  deposit
account to be maintained as security for the Obligations.

      8.  Costs.  The  undersigned  shall pay on  demand,  all  costs,  fees and
expenses  (including  reasonable  expenses  for legal  services  of every  kind)
relating  or  incidental  to the  enforcement  or  protection  of the  rights of
__________ hereunder or under any of the Obligations.

      9. No  Termination.  This is a continuing  irrevocable  guaranty and shall
remain in full force and effect and be binding upon the undersigned, and each of
the undersigned's successors and assigns, until all of the Obligations have been
paid in full and the Documents have been irrevocably  terminated.  If any of the
present  or future  Obligations  are  guarantied  by  persons,  partnerships  or
corporations in addition to the undersigned,  the death, release or discharge in
whole  or in  part  or the  bankruptcy,  merger,  consolidation,  incorporation,
liquidation  or dissolution of one or more of them shall not discharge or affect
the liabilities of any undersigned under this Guaranty.


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<PAGE>

      10. Recapture.  Anything in this Guaranty to the contrary notwithstanding,
if  __________  receives  any payment or payments on account of the  liabilities
guaranteed   hereby,   which  payment  or  payments  or  any  part  thereof  are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
and/or  required to be repaid to a trustee,  receiver,  or any other party under
any Insolvency Law, common law or equitable doctrine,  then to the extent of any
sum not  finally  retained  by  __________,  the  undersigned's  obligations  to
__________  shall be reinstated and this Guaranty shall remain in full force and
effect (or be  reinstated)  until  payment  shall have been made to  __________,
which payment shall be due on demand.

      11. Books and  Records.  The books and records of  __________  showing the
account  between  __________  and Debtor shall be  admissible in evidence in any
action or proceeding,  shall be binding upon the  undersigned for the purpose of
establishing  the items therein set forth and shall constitute prima facie proof
thereof.

      12. No Waiver.  No failure on the part of __________  to exercise,  and no
delay in exercising,  any right,  remedy or power  hereunder  shall operate as a
waiver  thereof,  nor shall any single or partial  exercise by __________ of any
right,  remedy or power  hereunder  preclude any other or future exercise of any
other  legal  right,  remedy or power.  Each and every  right,  remedy and power
hereby  granted to __________ or allowed it by law or other  agreement  shall be
cumulative and not exclusive of any other, and may be exercised by __________ at
any  time  and  from  time  to  time.

      13. Waiver of Jury Trial.  EACH OF THE UNDERSIGNED DOES HEREBY  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING  BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS
CONTEMPLATED  HEREBY OR RELATING OR  INCIDENTAL  HERETO.  THE  UNDERSIGNED  DOES
HEREBY CERTIFY THAT NO  REPRESENTATIVE  OR AGENT OF __________ HAS  REPRESENTED,
EXPRESSLY OR OTHERWISE,  THAT __________  WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

      14. Governing Law;  Jurisdiction;  Amendments.  THIS INSTRUMENT  CANNOT BE
CHANGED OR TERMINATED ORALLY,  AND SHALL BE GOVERNED,  CONSTRUED AND INTERPRETED
AS TO VALIDITY,  ENFORCEMENT  AND IN ALL OTHER  RESPECTS IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK. EACH OF THE UNDERSIGNED EXPRESSLY CONSENTS TO THE
JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK,  COUNTY OF
NEW YORK, AND OF THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF
NEW YORK FOR ALL PURPOSES IN CONNECTION HEREWITH. ANY JUDICIAL PROCEEDING BY THE
UNDERSIGNED AGAINST __________  INVOLVING,  DIRECTLY OR INDIRECTLY ANY MATTER OR
CLAIM IN ANY WAY  ARISING  OUT OF,  RELATED TO OR  CONNECTED  HEREWITH  SHALL BE
BROUGHT ONLY IN THE SUPREME  COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK
OR THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK. THE
UNDERSIGNED  FURTHER  CONSENTS  THAT ANY SUMMONS,  SUBPOENA OR OTHER  PROCESS OR
PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION
TO EITHER OF THE  AFOREMENTIONED  COURTS OR A JUDGE  THEREOF)  OR ANY  NOTICE IN
CONNECTION  WITH ANY PROCEEDINGS  HEREUNDER,  MAY BE SERVED INSIDE OR OUTSIDE OF
THE STATE


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<PAGE>

OF NEW YORK OR THE  SOUTHERN  DISTRICT OF NEW YORK BY  REGISTERED  OR  CERTIFIED
MAIL,  RETURN RECEIPT  REQUESTED,  OR BY PERSONAL  SERVICE PROVIDED A REASONABLE
TIME FOR APPEARANCE IS PERMITTED,  OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE
UNDER THE RULES OF SAID COURTS.  EACH OF THE UNDERSIGNED WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION  INSTITUTED HEREON AND SHALL NOT ASSERT ANY
DEFENSE  BASED  ON LACK OF  JURISDICTION  OR  VENUE  OR  BASED  UPON  FORUM  NON
CONVENIENS.

      15. Severability. To the extent permitted by applicable law, any provision
of this Guaranty which is prohibited or unenforceable in any jurisdiction shall,
as to such  jurisdiction,  be ineffective  to the extent of such  prohibition or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

      16. Amendments,  Waivers.  No amendment or waiver of any provision of this
Guaranty nor consent to any departure by the undersigned  therefrom shall in any
event be effective  unless the same shall be in writing  executed by each of the
undersigned and ----------.

      17. Notice. All notices,  requests and demands to or upon the undersigned,
shall be in writing and shall be deemed to have been duly given or made (a) when
delivered,  if by hand, (b) three (3) days after being sent, postage prepaid, if
by  registered  or certified  mail,  (c) when  confirmed  electronically,  if by
facsimile,  or (d) when delivered, if by a recognized overnight delivery service
in each event,  to the numbers and/or address set forth beneath the signature of
the undersigned.

      18.  Successors.  __________ may, from time to time, without notice to the
undersigned,  sell, assign,  transfer or otherwise dispose of all or any part of
the  Obligations  and/or  rights  under  this  Guaranty.  Without  limiting  the
generality of the foregoing,  __________ may assign, or grant participations to,
one or more banks,  financial  institutions or other entities all or any part of
any of the Obligations.  In each such event, __________, its Affiliates and each
and every immediate and successive purchaser,  assignee, transferee or holder of
all or any  part of the  Obligations  shall  have  the  right  to  enforce  this
Guaranty, by legal action or otherwise,  for its own benefit as fully as if such
purchaser, assignee, transferee or holder were herein by name specifically given
such right.  __________  shall have an unimpaired right to enforce this Guaranty
for its benefit with respect to that portion of the Obligations which __________
has not disposed of, sold, assigned, or otherwise transferred.

      19. Release.  Nothing except cash payment in full of the Obligations shall
release any of the undersigned from liability under this Guaranty.

                        [Remainder of this page is blank.
                       Signature page immediately follows]


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<PAGE>

      IN WITNESS  WHEREOF,  this Guaranty has been  executed by the  undersigned
this 30th day of January, 2004.

                                   DYNTEK SERVICES, INC.

                                   By: _____________________________________

                                   Name: ___________________________________

                                   Title: __________________________________

                                   Address:

                                   Telephone:
                                   Facsimile:
                                   State of Incorporation:



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