Exhibit 10.2

THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF THIS NOTE HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
SECURITIES  LAWS.  THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF
THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE
ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS NOTE UNDER SAID ACT
AND ANY APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO DYNTEK, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                          SECURED CONVERTIBLE TERM NOTE

      FOR VALUE RECEIVED, DYNTEK, INC., a Delaware corporation (the "Borrower"),
hereby promises to pay to __________ (the "Holder") or its registered assigns or
successors in interest, on order, the sum of THREE MILLION FIVE HUNDRED THOUSAND
DOLLARS  ($3,500,000.00),  together with any accrued and unpaid interest hereon,
on January 30, 2007 (the "Maturity Date") if not sooner paid.

      Capitalized  terms used herein without  definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the date hereof between the Borrower and the Holder (the "Purchase Agreement").

The following terms shall apply to this Note:

                                    ARTICLE I
                             INTEREST & AMORTIZATION

      1.1 Interest Rate and Payment. (a) Subject to Sections 4.9 and 5.6 hereof,
interest  payable on this Note shall  accrue at a rate per annum (the  "Interest
Rate") equal to the "prime rate"  published in The Wall Street Journal from time
to time,  plus one (1%).  The prime rate shall be  increased or decreased as the
case may be for each  increase or decrease in the prime rate in an amount  equal
to such  increase or decrease in the prime rate;  each change to be effective as
of the day of the change in such rate.  Subject  to  adjustment  as set forth in
Section 1.1(b),  in no event shall the prime rate be less than percent  (4.00%).
Interest shall be payable monthly in arrears commencing on April 1, 2004, and on
the first day of each consecutive  calendar month thereafter (each, a "Repayment
Date"), and on the Maturity Date.

      1.1  (b) On the  last  business  day  of  each  month  hereafter  (each  a
"Determination  Date"), the Interest Rate shall be adjusted:  if (i) the Company
shall have  registered the shares of the Company's  common stock  underlying the
conversion  of  the  Note  and  that  certain  warrant  issued  to  Holder  on a
registration  statement  declared  effective  by the SEC,  and  (ii) the  volume
weighted average price of the Common Stock as reported by Bloomberg, L.P. on the
principal market for the 10 trading days  immediately  preceding a Determination
Date exceeds the then applicable  Fixed  Conversion Price in such percentages as
outlined in the table below, the Interest Rate for the succeeding calendar month
shall be decreased  by fifty basis  points  (0.50%) for each twenty five percent
(25%) incremental increase above the Fixed Conversion Price as per the following
example:

<PAGE>

--------------------------------------------------------------------------------
100% or less of Applicable Fixed Conversion Price      Interest  Rate
--------------------------------------------------------------------------------
125% of the applicable Fixed Conversion Price          Interest Rate minus 0.50%
--------------------------------------------------------------------------------
150% of the applicable Fixed Conversion Price          Interest Rate minus 1.0%
--------------------------------------------------------------------------------
175% of the applicable Fixed Conversion Price          Interest  Rate minus 1.5%
--------------------------------------------------------------------------------

      In no event shall the Interest Rate be less than zero (0.00%)

      1.2  Minimum  Monthly  Principal  Payments.  Amortizing  payments  of  the
aggregate  principal  amount  outstanding  under  this  Note  at any  time  (the
"Principal  Amount")  shall begin on August 1, 2004 and shall recur on the first
calendar day of each succeeding  month thereafter until the Maturity Date (each,
an "Amortization  Date").  Subject to Section 3.4 below,  beginning on the first
Amortization  Date,  the Borrower  shall make monthly  payments to the Holder on
each Repayment Date,  each in the amount of $116,667,  together with any accrued
and unpaid interest to date on such portion of the Principal Amount plus any and
all other  amounts  which are then owing  under this Note but have not been paid
(collectively, the "Monthly Amount").

                                   ARTICLE II
                            BORROWER PAYMENT OPTIONS

      2.1 (a) Payment of Monthly Amount in Cash or Common Stock.  Subject to the
terms hereof,  the Borrower  shall have the sole option to determine  whether to
satisfy  payment of the Monthly  Amount on each Repayment Date either in cash or
in  shares  of  Common  Stock  (as  defined  in the  Purchase  Agreement),  or a
combination  of both.  Each  month by the tenth  (10th) day of such  month,  the
Borrower shall deliver to the Holder a written irrevocable notice in the form of
Exhibit B attached hereto electing to pay the Monthly Amount payable on the next
Repayment Date in either cash or Common Stock, or a combination of both (each, a
"Repayment  Election  Notice")  (the date by which such notice is required to be
given  being  hereinafter  referred  to as the  "Notice  Date").  If a Repayment
Election Notice is not delivered to the Holder by the applicable Notice Date for
such Repayment Date, then the Monthly Amount due on such Repayment Date shall be
paid in cash.  Any  portion of the  Monthly  Amount  paid in cash on a Repayment
Date,  shall  be  paid to the  Holder  as an  amount  equal  to (x)  102% of the
principal portion of the Monthly Amount plus (y) any accrued and unpaid interest
in satisfaction of such  obligation.  If the Borrower repays all or a portion of
the Monthly  Amount in shares of Common  Stock,  the number of such shares to be
issued for such  Repayment  Date shall be the number  determined by dividing (x)
the portion of the Monthly  Amount to be paid in shares of Common Stock,  by (y)
the Fixed Conversion  Price. For purposes hereof,  the "Fixed  Conversion Price"
means  $0.90  (which has been  determined  on the date of this Note as an amount
equal  to 100% of the  average  closing  price  for the five  (5)  trading  days
immediately  prior  to  the  date  of  this  Note);   provided,   however,  that
notwithstanding anything contained in this Note, or in the Warrant issued to the
Holder in  connection  with the closing of the sale of this Note pursuant to the
terms of the Purchase Agreement,  the aggregate number of shares of Common Stock
to be issuable (i) under the Warrant and (ii) upon the  repayment or  conversion
of this Note,  including any


                                      -2-
<PAGE>

warrant coverage or other increases granted as a result of delayed filing of any
registration statement with the Securities and Exchange Commission (the "Maximum
Coverage")  with  respect  to the  distribution  of the  shares of Common  Stock
acquired  by Holder  pursuant  to  subprovisions  (i) and (ii)  above,  shall be
subject  to a maximum  limit  such that the  Maximum  Coverage  can not equal or
exceed 20% of the number of shares of Common  Stock  outstanding  on the date of
this Note without obtaining the requisite shareholder approval.

      (b) Monthly  Amount Common Stock Payment  Guidelines.  Subject to Sections
2.1(a) and 2.2 hereof,  if the  Borrower  has elected to pay all or a portion of
the Monthly  Amount due on such Repayment Date in shares of Common Stock and the
closing  price of the  Common  Stock  as  reported  by  Bloomberg,  L.P.  on the
Principal  Market (as  defined in Section  4.7  hereof)  for any of the five (5)
trading days preceding the  applicable  Repayment Date was less than 115% of the
Fixed Conversion Price, then the Borrower shall pay in cash instead. Any part of
the Monthly Amount due on such Repayment Date that the Borrower did not elect to
pay in shares  of Common  Stock  shall be paid by the  Borrower  in cash on such
Repayment  Date. Any part of the Monthly Amount due on such Repayment Date which
the Borrower  elected to pay in shares of Common Stock but which must be paid in
cash (as a result of the closing price of the Common Stock on one or more of the
five (5) trading days preceding the applicable Repayment Date was less than 115%
of the Fixed  Conversion  Price) shall be paid within ten (10)  business days of
the applicable Repayment Date;

      2.2 No Effective  Registration.  Notwithstanding  anything to the contrary
herein,  the Borrower shall not repay any part of its  obligations to the Holder
hereunder  in Common  Stock if (i)  there  fails to exist an  effective  current
Registration  Statement  (as  defined  in  the  Registration  Rights  Agreement)
covering  the  shares of  Common  Stock to be  issued  in  connection  with such
payment, or (ii) an Event of Default hereunder exists and is continuing,  unless
such Event of Default is cured within any applicable cure period or is otherwise
waived in writing by the Holder in whole or in part at the Holder's option.

      2.3 Optional  Prepayments in Common Stock.  Subject to Section 2.2 hereof,
if the average  closing  price of the Common  Stock on the  Principal  Market is
greater  than 115% of the Fixed  Conversion  Price for a period of at least five
(5) consecutive trading days, then the Borrower may, at its sole option, provide
the Holder written notice (a "Prepayment Call Notice")  requiring the conversion
at the  then  applicable  Fixed  Conversion  Price  of all or a  portion  of the
outstanding principal, interest and fees outstanding under this Note (subject to
compliance  with Section 2.3 and 3.2),  together  with  accrued  interest on the
amount being prepaid,  as of the date set forth in such  Prepayment  Call Notice
(the  "Prepayment  Call Date").  The Prepayment  Call Date shall be at least ten
(10) trading  days  following  the date of the  Prepayment  Call Notice.  On the
Prepayment  Call Date,  the Borrower  shall  deliver to the Holder  certificates
evidencing  the shares of Common Stock issued in  satisfaction  of the principal
and interest being prepaid.  Notwithstanding the foregoing, the Borrower's right
to issue shares of Common Stock in satisfaction  of its  obligations  under this
Note  shall be  subject  to the  limitation  that the number of shares of Common
Stock issued in connection  with any Prepayment Call Notice shall not exceed 25%
of the  aggregate  dollar  trading  volume of the Common  Stock for the ten (10)
trading days  immediately  preceding the Prepayment Call Date (as such volume is
reported by the Principal Market).  If the price of the Common Stock falls below
115% of the then applicable  Fixed  Conversion Price during the ten (10) trading
day period immediately  preceding the Prepayment Call Date, then the Holder will
then be required to convert


                                      -3-
<PAGE>

only such amount of the Note as shall equal  twenty  five  percent  (25%) of the
aggregate  dollar  trading  volume (as such volume is reported by the  Principal
Market)  for each  day  that the  Common  Stock  has  exceeded  115% of the then
applicable Fixed Conversion Price.

      The  Borrower  shall not be  permitted  to give the  Holder  more than one
Prepayment Call Notice under this Note during any 10-day period.

      Any  principal  amount  of this Note  which is  prepaid  pursuant  to this
Section  2.3 shall be deemed to  constitute  payments of  outstanding  principal
applying to Monthly Amounts for the remaining  Repayment Dates in  chronological
order.

      2.4 Optional  Redemption  in Cash.  The  Borrower  will have the option of
prepaying  this Note  ("Optional  Redemption")  by paying to the Holder a sum of
money  equal to one hundred two percent  (102%),  if there  exists an  effective
current Registration Statement (as defined in the Registration Rights Agreement)
covering  the  shares of  Common  Stock to be  issued  in  connection  with such
payment,  otherwise one hundred four percent (104%),  of the principal amount of
this Note  together  with  accrued but unpaid  interest  thereon and any and all
other sums due,  accrued or payable to the Holder  arising under this Note,  the
Security  Agreement,  or any  Ancillary  Agreement  (as defined in the  Security
Agreement) (the  "Redemption  Amount")  outstanding on the day written notice of
redemption (the "Notice of  Redemption")  is given to the Holder.  The Notice of
Redemption shall specify the date for such Optional  Redemption (the "Redemption
Payment Date") which date shall be ten (10) days after the date of the Notice of
Redemption  (the  "Redemption  Period").  A Notice  of  Redemption  shall not be
effective  with  respect to any  portion of this Note for which the Holder has a
pending election to convert pursuant to Section 3.1, or for conversions  elected
to be made by the Holder  pursuant to Section 3.1 during the Redemption  Period.
The  Redemption  Amount  shall  be  determined  as if such  Holder's  conversion
elections  had been  completed  immediately  prior to the date of the  Notice of
Redemption.  On the Redemption  Payment Date, the Redemption Amount must be paid
in good  funds  to the  Holder.  In the  event  the  Borrower  fails  to pay the
Redemption  Amount on the Redemption  Payment Date, then such Redemption  Notice
will be null and void.

                                   ARTICLE III
                                CONVERSION RIGHTS

      3.1. Holder's  Conversion Rights. The Holder shall have the right, but not
the obligation,  to convert all or any portion of the then aggregate outstanding
principal amount of this Note,  together with interest and fees due hereon, into
shares of Common  Stock  subject to the terms and  conditions  set forth in this
Article III; provided,  however, that notwithstanding anything contained in this
Note, or in the Warrant  issued to the Holder in connection  with the closing of
the sale of this Note  pursuant  to the  terms of the  Purchase  Agreement,  the
aggregate  number of shares of Common Stock to be issuable (i) under the Warrant
and (ii) upon the repayment or  conversion  of this Note,  including any warrant
coverage  or other  increases  granted  as a result  of  delayed  filing  of any
registration statement with the Securities and Exchange Commission (the "Maximum
Coverage")  with  respect  to the  distribution  of the  shares of Common  Stock
acquired  by Holder  pursuant  to  subprovisions  (i) and (ii)  above,  shall be
subject  to a maximum  limit  such that the  Maximum  Coverage  can not equal or
exceed 20% of the number of shares of Common  Stock  outstanding  on the date of
this Note without


                                      -4-
<PAGE>

obtaining the requisite shareholder approval. The Holder may exercise such right
by delivery to the Borrower of a written  notice of conversion not less than one
(1) day prior to the date upon which such conversion  shall occur. The date upon
which such conversion shall occur is (the "Conversion Date").

      3.2 Conversion  Limitation.  Notwithstanding  anything contained herein to
the contrary,  the Holder shall not be entitled to convert pursuant to the terms
of this Note an amount that would be convertible  into that number of Conversion
Shares which would exceed the difference  between the number of shares of Common
Stock  beneficially  owned by such Holder or issuable  upon exercise of warrants
held by such Holder and 4.99% of the  outstanding  shares of Common Stock of the
Borrower.  For the purposes of the immediately  preceding  sentence,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and Regulation  13d-3  thereunder.  The Holder may void the Conversion Share
limitation  described  in this  Section  3.2 upon 75 days  prior  notice  to the
Borrower or without any notice requirement upon an Event of Default.

      3.3  Mechanics  of Holder's  Conversion.  (a) In the event that the Holder
elects to convert this Note into Common  Stock,  the Holder shall give notice of
such  election by  delivering  an executed and  completed  notice of  conversion
("Notice of  Conversion")  to the Borrower and such Notice of  Conversion  shall
provide a  breakdown  in  reasonable  detail of the  Principal  Amount,  accrued
interest  and fees being  converted.  On each  Conversion  Date (as  hereinafter
defined) and in accordance with its Notice of Conversion,  the Holder shall make
the appropriate reduction to the Principal Amount,  accrued interest and fees as
entered in its records and shall provide  written notice thereof to the Borrower
within two (2) business  days after the  Conversion  Date.  Each date on which a
Notice of  Conversion  is delivered or  telecopied to the Borrower in accordance
with the provisions  hereof shall be deemed a Conversion  Date (the  "Conversion
Date").  A form of Notice of  Conversion to be employed by the Holder is annexed
hereto as Exhibit A.

      (b) Pursuant to the terms of the Notice of  Conversion,  the Borrower will
issue  instructions  to the transfer agent  accompanied by an opinion of counsel
within  three (3)  business  day of the date of the  delivery to Borrower of the
Notice  of  Conversion  and shall  cause  the  transfer  agent to  transmit  the
certificates  representing the Conversion  Shares to the Holder by crediting the
account of the Holder's  designated broker with the Depository Trust Corporation
("DTC") through its Deposit  Withdrawal Agent Commission  ("DWAC") system within
three  (3)  business  days  after  receipt  by the  Borrower  of the  Notice  of
Conversion (the "Delivery  Date"). In the case of the exercise of the conversion
rights set forth herein the  conversion  privilege  shall be deemed to have been
exercised  and the  Conversion  Shares  issuable upon such  conversion  shall be
deemed to have been  issued  upon the date of  receipt  by the  Borrower  of the
Notice of  Conversion  and the Holder  shall be treated for all  purposes as the
record holder of such Common Stock  thereafter,  unless the Holder  provides the
Borrower written instructions to the contrary.

      3.4 Conversion Mechanics.

      (a) The number of shares of Common Stock to be issued upon each conversion
of this Note shall be  determined  by dividing that portion of the principal and
interest  and  fees  to be  converted,  if any,  by the  then  applicable  Fixed
Conversion  Price.  In the event of any  conversions  of  outstanding  principal
amount under this Note in part  pursuant to this Article III,  such  conversions


                                      -5-
<PAGE>

shall be  deemed to  constitute  conversions  of  outstanding  principal  amount
applying to Monthly Amounts for the remaining  Repayment Dates in  chronological
order.  By way of  example,  if the  original  principal  amount of this Note is
$3,500,000 and the Holder converted  $200,000 of such original  principal amount
prior to the first Repayment Date, then (1) the principal  amount of the Monthly
Amount due on the first Repayment Date would equal $0, (2) the principal  amount
of the Monthly  Amount due on the second  Repayment Date would equal $33,334 and
(3) the principal  amount of the Monthly Amount due on the third  Repayment Date
would be $116,667.

      (b) The  Fixed  Conversion  Price and  number  and kind of shares or other
securities to be issued upon  conversion  is subject to adjustment  from time to
time upon the occurrence of certain events, as follows:

      A. Stock Splits, Combinations and Dividends. If the shares of Common Stock
are  subdivided or combined into a greater or smaller number of shares of Common
Stock,  or if a dividend is paid on the Common Stock in shares of Common  Stock,
the Fixed Conversion Price or the Conversion Price, as the case may be, shall be
proportionately  reduced in case of  subdivision  of shares or stock dividend or
proportionately  increased in the case of  combination  of shares,  in each such
case by the ratio which the total number of shares of Common  Stock  outstanding
immediately after such event bears to the total number of shares of Common Stock
outstanding immediately prior to such event.

      B.  During the period the  conversion  right  exists,  the  Borrower  will
reserve from its  authorized  and unissued  Common Stock a sufficient  number of
shares to provide for the issuance of Common Stock upon the full  conversion  of
this Note. The Borrower represents that upon issuance,  such shares will be duly
and validly issued, fully paid and non-assessable.  The Borrower agrees that its
issuance of this Note shall  constitute full authority to its officers,  agents,
and transfer agents who are charged with the duty of executing and issuing stock
certificates  to  execute  and issue the  necessary  certificates  for shares of
Common Stock upon the conversion of this Note.

      C. Share Issuances.  Subject to the provisions of this Section 3.4, if the
Borrower  shall at any time prior to the  conversion or repayment in full of the
Principal  Amount  issue any shares of Common  Stock to a person  other than the
Holder  (except  (i)  pursuant to  Subsections  A or B above;  (ii)  pursuant to
options,  warrants, or other obligations to issue shares outstanding on the date
hereof,  including the Warrant  issued  pursuant to the Purchase  Agreement,  as
disclosed  to Holder in writing or as  disclosed  in any  Exchange  Act Filings;
(iii)  pursuant  to options  or other  securities  that may be issued  under any
employee incentive plan adopted by the Borrower; (iv) issuance of any securities
within five (5) business days of the date hereof, in an offering registered with
the Securities and Exchange Commission;  (v) issuance of any securities pursuant
to  a  joint  venture,   technology   licensing  or  research  and   development
arrangements  or  pursuant to  arrangements  for the  development,  manufacture,
distribution, marketing or sale of Borrower's (or its subsidiaries') products or
services;  (vi) issuance of any securities pursuant to a merger,  consolidation,
sale of all or  substantially  all of the  assets,  sale or  exchange of capital
stock or other similar transaction; or (vii) issuance of any securities, without
regard to the purpose therefor,  during the 30-day period succeeding the date of
this Note) for a consideration per share (the "Offer Price") less than the Fixed
Conversion  Price  in  effect  at the  time of such  issuance,  then  the  Fixed
Conversion  Price shall be immediately  reset pursuant to the formula below. For
purposes hereof,  the issuance of any security


                                      -6-
<PAGE>

of the Borrower convertible into or exercisable or exchangeable for Common Stock
shall  result  in an  adjustment  to the Fixed  Conversion  Price at the time of
issuance of such securities.

      If the  Corporation  issues any additional  shares pursuant to Section 3.4
above,  then and  thereafter  successively  upon  each  such  issue,  the  Fixed
Conversion  Price shall be adjusted by  multiplying  the then  applicable  Fixed
Conversion Price by the following fraction:

      ------------------------------
                  A + B
      ------------------------------
      (A + B) + [((C - D) x B) / C]
      ------------------------------

            A = Actual shares outstanding prior to such offering

            B = Actual shares sold in the offering

            C = Fixed Conversion Price

            D = Offering price

      D.  Reclassification,   etc.  If  the  Borrower  at  any  time  shall,  by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number of  securities  of any class or classes,  this Note, as to the
unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed
to evidence the right to purchase an adjusted number of such securities and kind
of  securities  as would have been  issuable  as the result of such  change with
respect to the Common Stock immediately prior to such  reclassification or other
change.

      3.5 Issuance of New Note. Upon any partial  conversion of this Note, a new
Note  containing the same date and provisions of this Note shall, at the request
of the Holder, be issued by the Borrower to the Holder for the principal balance
of this Note and  interest  which  shall not have been  converted  or paid.  The
Borrower will pay no costs,  fees or any other  consideration  to the Holder for
the production and issuance of a new Note.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

      If an Event of Default (as defined  below) occurs and is  continuing,  the
Borrower's rights under Sections 2.1, 2.3 and 2.4 shall immediately cease and be
of no further effect until such time as the Event of Default has been cured,  or
has been waived by the Holder.  Upon the occurrence and  continuance of an Event
of Default beyond any applicable  grace period,  the Holder may make all sums of
principal,  interest and other fees then  remaining  unpaid hereon and all other
amounts  payable  hereunder  due and payable  within five (5) days after written
notice  from  Holder  to  Borrower  (each  occurrence  being a  "Default  Notice
Period").  In the event of such  acceleration,  the  amount due and owing to the
Holder shall be one hundred twenty percent (120%) of the  outstanding  principal
amount of the Note (plus accrued and unpaid interest and fees, if any).If,  with
respect  to any Event of  Default  other  than a payment  default  described  in
Section 4.1 below, within the Default Notice Period the Borrower cures the Event
of  Default,  the Event of  Default  will be  deemed to no


                                      -7-
<PAGE>

longer exist and any rights and remedies of Holder  pertaining  to such Event of
Default will be of no further force or effect.

      The occurrence of any of the following events,  shall constitute an "Event
of Default":

      4.1 Failure to Pay  Principal,  Interest or other Fees. the Borrower fails
to pay when due any  installment of principal,  interest or other fees hereon in
accordance herewith.

      4.2 Breach of  Covenant.  The Borrower  breaches any material  covenant or
other term or condition  of this Note or the Purchase  Agreement in any material
respect and such breach,  if subject to cure,  continues  for a period of thirty
(30) days after the occurrence thereof.

      4.3 Breach of Representations and Warranties.  Any material representation
or warranty of the Borrower made herein,  in the Purchase  Agreement,  or in any
Related  Document (as defined in the  Purchase  Agreement)  shall be  materially
false or  misleading  and shall not be cured for a period of  fifteen  (15) days
after the occurrence thereof.

      4.4 Receiver or Trustee.  The Borrower  shall make an  assignment  for the
benefit of creditors,  or apply for or consent to the  appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee  shall  otherwise be  appointed.

      4.5 Judgments.  Any money judgment, writ or similar final process shall be
entered or filed against the Borrower or any of its property or other assets for
more than  $250,000,  and shall  remain  unvacated,  unbonded or unstayed  for a
period of ninety (90) days.

      4.6  Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower, and in
the event  involuntarily  instituted against the Borrower shall not be dismissed
within sixty (60) days thereafter.

      4.7 Stop Trade.  An SEC stop trade order or the Principal  Market  trading
suspension of the Common Stock shall be in effect for five (5) consecutive  days
or five (5 )days during a period of ten (10) consecutive days,  excluding in all
cases a suspension of all trading on the Principal Market;  provided,  that this
shall only be an Event of Default to the extent that the Borrower shall not have
been able to cure such trading  suspension within thirty (30) days of the notice
thereof or list the Common Stock on another trading market  identified herein as
a Principal Market within sixty (60) days of such notice. The "Principal Market"
for the Common Stock shall include the NASD OTC Bulletin Board,  NASDAQ SmallCap
Market,  NASDAQ  National Market System,  American Stock  Exchange,  or New York
Stock Exchange,  or any securities  exchange or other securities market on which
the Common Stock is then being listed or traded  (whichever  of the foregoing is
at the time the principal trading exchange or market for the Common Stock).

      4.8 Failure to Deliver  Common Stock or  Replacement  Note. The Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note if such failure to timely  deliver  Common Stock shall not
be cured within two (2) Business  Days, or if required,  a  replacement  Note if
such  failure  to  deliver  a  replacement  Note is not cured  within  seven (7)
Business Days.


                                      -8-
<PAGE>

      4.9 Default Under Related  Agreements.  The occurrence and  continuance of
any Event of Default as defined in the Related Agreements.

      4.10 Payment  Grace Period.  The Borrower  shall have a three (3) business
day grace period to pay any monetary amounts due under this Note or the Purchase
Agreement or any Related  Document,  after which grace period a default interest
rate of five  percent  (5%) per annum above the then  applicable  Interest  Rate
hereunder shall apply to the monetary amounts due.

                           DEFAULT RELATED PROVISIONS

      4.11 Conversion Privileges. The conversion privileges set forth in Article
III shall remain in full force and effect  immediately  from the date hereof and
until this Note is paid in full.

      4.12  Cumulative   Remedies.   The  remedies  under  this  Note  shall  be
cumulative.

                                    ARTICLE V
                                  MISCELLANEOUS

      5.1 Failure or Indulgence  Not Waiver.  No failure or delay on the part of
the Holder  hereof in the exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

      5.2 Notices.  Any notice herein required or permitted to be given shall be
in writing and shall be deemed  effectively given: (a) upon personal delivery to
the party notified, (b) when sent by confirmed telex or facsimile if sent during
normal  business hours of the recipient,  if not, then on the next business day,
(c) five days after having been sent by  registered  or certified  mail,  return
receipt  requested,  postage  prepaid,  or (d)  one  day  after  deposit  with a
nationally  recognized  overnight  courier,  specifying next day delivery,  with
written  verification  of  receipt.  All  communications  shall  be  sent to the
Borrower  at  the  address  provided  in  the  Purchase  Agreement  executed  in
connection  herewith,  and to the Holder at the address provided in the Purchase
Agreement  for such  Holder,  with a copy to John E.  Tucker,  Esq.,  825  Third
Avenue,  14th Floor, New York, New York 10022,  facsimile number (212) 541-4434,
or at such other address as the Borrower or the Holder may designate by ten days
advance written notice to the other parties hereto. A Notice of Conversion shall
be deemed given when made to the Borrower pursuant to the Purchase Agreement.

      5.3 Amendment  Provision.  The term "Note" and all reference  thereto,  as
used  throughout  this  instrument,  shall mean this  instrument  as  originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented,  and any  successor  instrument  issued  pursuant  to Section  3.5
hereof, as it may be amended or supplemented.

      5.4  Assignability.  This Note shall be binding  upon the Borrower and its
successors  and  assigns,  and shall  inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase Agreement.


                                      -9-
<PAGE>

      5.5  Governing  Law.  This Note  shall be  governed  by and  construed  in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York.  Both  parties and the  individual  signing this Note on behalf of the
Borrower  agree to submit to the  jurisdiction  of such courts.  The  prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and  costs.  In the event  that any  provision  of this Note is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any such provision which may prove invalid or  unenforceable  under any law
shall not affect the validity or unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from  bringing  suit or taking  other legal  action  against the Borrower in any
other  jurisdiction  to  collect on the  Borrower's  obligations  to Holder,  to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court order in favor of the Holder.

      5.6  Maximum  Payments.  Nothing  contained  herein  shall  be  deemed  to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

      5.7 Security Interest. The holder of this Note has been granted a security
interest in certain  assets of the Borrower  more fully  described in a Security
Agreement dated as of January 30, 2004.

      5.8  Construction.   Each  party   acknowledges  that  its  legal  counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction  that  ambiguities are to be resolved  against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

      5.9 Cost of  Collection.  If default is made in the  payment of this Note,
the  Borrower  shall pay to Holder  reasonable  costs of  collection,  including
reasonable attorney's fees.


       [Balance of page intentionally left blank; signature page follows.]


                                      -10-
<PAGE>

         IN WITNESS  WHEREOF,  Borrower has caused this Convertible Term Note to
be signed in its name effective as of this 30th day of January, 2004.


                                             DYNTEK, INC.


                                            By:________________________________

                                            Name:______________________________

                                            Title:_____________________________

WITNESS:

_________________________________-


                                      -11-
<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION

(To be  executed  by the Holder in order to convert all or part of the Note into
Common Stock

[Name and Address of Holder]

The  Undersigned  hereby  elects to convert  $_________  of the principal due on
[specify  applicable  Repayment Date] under the Convertible  Term Note issued by
DYNTEK,  INC.  dated  January __, 2004 by delivery of Shares of Common  Stock of
DYNTEK,  INC. on and subject to the  conditions  set forth in Article II of such
Note.


1. Date of Conversion ____________________________

2. Shares To Be Delivered: _______________________


                                           By:_______________________________

                                           Name:_____________________________

                                           Title:____________________________


                                      -12-
<PAGE>

                                    EXHIBIT B

                            REPAYMENT ELECTION NOTICE

(To be executed by the Borrower in order to pay all or part of a Monthly  Amount
with Common Stock)

[Name and Address of Holder]

DYNTEK,  INC.  hereby  elects to pay  $_________  of the  Monthly  Amount due on
[specify  applicable  Repayment Date] under the Convertible  Term Note issued by
DYNTEK,  INC.  dated  January,  2004 by  delivery  of Shares of Common  Stock of
DYNTEK,  INC. on and subject to the  conditions  set forth in Article II of such
Note.


1. Fixed Conversion Price: $___________________

2. Amount to be paid: $________________________

3. Shares To Be Delivered (2 divided by 1): __________________


Date: ____________                           DYNTEK, INC.


                                             By:_______________________________

                                             Name:_____________________________

                                             Title:____________________________


                                      -13-