Exhibit
10.1


JUNIOR
SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT


between


DYNTEK,
INC.


and


TRUST A-4
– LLOYD I. MILLER


Dated as
of April 13, 2007













INDEX TO SCHEDULES


	
  SCHEDULE I

  	
  Schedule for Notices and Payment

  
	
  SCHEDULE II

  	
  Disclosure Schedules

  
	
  SCHEDULE III

  	
  Use of Proceeds

  



 


INDEX TO EXHIBITS


	
  EXHIBIT A

  	
  Form of Junior Secured Convertible Promissory Note

  
	
  EXHIBIT B

  	
  Form of Security and Pledge Agreement 

  



 


















THIS
JUNIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (as the same may be amended, modified,
supplemented or restated from time to time in accordance herewith, the “Agreement”)
is dated as of April 13, 2007, by and between DynTek, Inc., a Delaware corporation
(the “Company”), and Trust A-4 – Lloyd I. Miller (the “Purchaser”).


WHEREAS, the Company wishes to issue and sell to the
Purchaser up to an aggregate of $5,000,000 in principal amount of a junior
secured convertible promissory note; and


WHEREAS, the Purchaser desires to purchase such note
on the terms and subject to the conditions set forth in this Agreement.


NOW,
THEREFORE, in
consideration of the premises and the mutual covenants contained in this
Agreement, the parties agree as follows:


ARTICLE I


PURCHASE AND SALE OF NOTE
AND TERMS OF NOTE


SECTION
1.01.           Purchase and Sale of Note.  The
Company agrees to issue and sell to the Purchaser, and, subject to and in
reliance upon the representations, warranties, terms and conditions of this
Agreement, the Purchaser agrees to purchase, the Company’s Junior Secured
Convertible Promissory Note (the “Note”, which term will also include any notes
delivered in exchange or replacement therefor), due April 13, 2012 (the “Note
Maturity Date”), in the original aggregate principal amount of
$5,000,000.00.  The Note will be
substantially in the form set forth in Exhibit A hereto.  The closing of such purchase and sale (the “Closing”)
will be held at the office of Stradling Yocca Carlson & Rauth, P.C., 660
Newport Center Drive, Newport Beach, Suite 1600, CA 92660, on April 13, 2007
(the “Closing Date”) at 10:00 A.M., Pacific Time, or at such other time and
place as the Company and the Purchaser mutually agree upon.  At the Closing, the Company will issue and
deliver to the Purchaser one Note payable to the order of the Purchaser, in the
principal amount of $5,000,000.00, against delivery to the Company of cash in
the aggregate amount of $5,000,000, less the Purchaser’s reasonable estimated
expenses to be paid by the Company pursuant to Section 7.01, which shall be
payable to the Company by check, wire transfer, or delivery or transference of
such sum to the Company by any combination of such methods of payment.


SECTION
1.02.           Payments and Endorsements. 
Payments of principal and interest on the Note will be made directly by
(i) check duly mailed or delivered to the Purchaser or, in the event of a
subsequent transfer or exchange of the Note pursuant to Section 1.08 hereof, to
the then registered holder of the Note (in either case, the “Holder”) at the
address referred to in Schedule I or in any notice delivered by the
Holder to the Company, or (ii) wire transfer to the account of the Holder
referred to in Schedule I or in any notice delivered by the Holder to
the Company, without any presentment or notation of payment, except that prior
to any transfer of the Note, the then Holder of record will endorse on the Note
a record of the date to which interest has been paid and all payments made on
account of principal of the Note.


SECTION
1.03.           Interest Rate; Payment of
Principal and Interest.  The Note will accrue interest at the rate of
nine percent (9.00%) per annum.  The said
interest shall become due quarterly in arrears and shall be payable on the last
day of each fiscal quarter (each, an “Interest Payment Date”) in respect of the
immediately preceding completed fiscal quarter. 
The first Interest Payment Date will be June 30, 2007.  At the Company’s sole option, all interest
payments due and payable through June 30, 2010 may be paid in kind at the
rate of thirteen percent (13.00%) per annum, compounding quarterly, in which
case the accrued interest will be added to the principal amount of the Note on
the applicable 



 3
 









Interest Payment Date, and interest will accrue on the aggregate principal
amount.  All interest payments due and
payable after June 30, 2010 must be paid in cash.  The Note shall be due and payable in full at
the Note Maturity Date unless earlier converted in accordance with Section 3 of
the Note.


SECTION
1.04.           Redemption of Note.  At
any time until the Note has been repaid in full, the Company may, at its sole
option, redeem a portion of the outstanding principal amount of the Note, from
time to time, or the entire outstanding principal amount of the Note, plus any
and all accrued but unpaid interest on such principal amount, through the date
of repayment (such entire outstanding principal amount, plus all such accrued
but unpaid interest, hereinafter referred to for purposes of this Agreement as
the “Redemption Amount”) by paying to the holder of the Note: (i) 113% of the
Redemption Amount if the date of repayment occurs any time prior to or on the
first anniversary of this Agreement; (ii) 109.75% of the Redemption Amount if
the date of repayment occurs any time after the first anniversary of this
Agreement but prior to or on the second anniversary of this Agreement; (iii)
106.50% of the Redemption Amount if the date of repayment occurs any time after
the second anniversary of this Agreement but prior to or on the third anniversary
of this Agreement; (iv) 103.25% of the Redemption Amount if the date of
repayment occurs any time after the third anniversary of this Agreement but
prior to or on the fourth anniversary of this Agreement; and (v)  100.00% of the Redemption Amount if the date
of repayment occurs any time after the fourth anniversary of this Agreement but
prior to or on the Note Maturity Date.


SECTION
1.05.           Conversion of Note.  All
or any part of the principal plus accrued but unpaid interest on the Note may
be converted at any time into a number of fully paid and nonassessable shares
of Common Stock of the Company, at the sole option of the Holder, pursuant to
the terms and conditions of conversion set forth in the Note.  The conversion price shall initially be $0.175,
subject to adjustment pursuant to the terms of the Note.  The Company acknowledges and agrees that the
conversion price of each of those certain Junior Secured Convertible Promissory
Notes, issued on March 8, June 15 and September 26, 2006, respectively, shall
be reduced from $0.20 to $0.175 in accordance with their terms.


SECTION
1.06.           Payment on Non-Business Days. 
Whenever any payment to be made will be due on a Saturday, Sunday or a
public holiday under the laws of the State of California, such payment may be
made on the next succeeding business day, and such extension of time will in
such case be included in the computation of payment of interest due.


SECTION
1.07.           Registration of Note.  The
Company will maintain at its principal office a register of the Note and will
record therein the name and address of the registered Holder of the Note, the
address to which notices are to be sent and the address to which payments are
to be made as designated by the Holder if other than the address of the Holder,
and the particulars of all transfers, exchanges and replacements of Note.  No transfer of the Note will be valid unless
made on such register for the Holder or its executors or administrators or its
or their duly appointed attorney, upon surrender therefor for exchange as
hereinafter provided, accompanied by an instrument in writing, in form and
execution reasonably satisfactory to the Company.  The Note issued hereunder, whether originally
or upon transfer, exchange or replacement of the Note, will be registered on
the date of execution thereof by the Company and will be dated the date to
which interest has been paid on the Note. 
The Holder of the Note will be that person in whose name the Note has
been so registered by the Company.  The
Holder will be deemed the owner of the Note for all purposes of this Agreement
and, subject to the provisions hereof, will be entitled to the principal and
interest evidenced by the Note free from all equities or rights of setoff or
counterclaim between the Company and the transferor of such registered holder
or any previous registered holder of the Note.


SECTION
1.08.           Transfer and Exchange of
Note.  The Holder of the Note may, prior to maturity
or prepayment thereof, surrender the Note at the principal office of the Company
for transfer or 



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exchange; provided, however,
the Holder will not transfer the Note (a) to any person or entity which is
not an “accredited investor” within the meaning of Rule 501 under the
Securities Act of 1933, as amended (the “Securities Act”), (b) to any
person or entity that could result in the loss of the exemption from
registration under the Securities Act applicable to the original sale of the
Note, as determined in the reasonable discretion of the Company pursuant to a
written opinion of the Company’s counsel, (c) so long as no Event of
Default has occurred, without the consent of the Company, which consent will
not be unreasonably withheld, and (d) to any person or entity unless such
person or entity shall have agreed in writing to be bound by the terms of this
Agreement.  Within a reasonable time
after notice to the Company from the Holder of its intention to make such
exchange and without expense (other than transfer taxes, if any) to the Holder,
subject to the Company’s consent, if such consent is required by this Section
1.08, the Company will issue in exchange therefor another Note, in such
denomination as requested by the Holder, for the same aggregate principal
amount as the unpaid principal amount of the Note so surrendered and having the
same maturity and rate of interest, containing the same provisions and subject
to the same terms and conditions as the Note so surrendered.  The new Note will be made payable to such
person or persons, or registered assigns, as the Holder of such surrendered
Note may designate, and such transfer or exchange will be made in such a manner
that no gain or loss of principal or interest will result therefrom.


SECTION
1.09.           Replacement of Note.  Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of any Note and, if requested in the case of any such loss, theft
or destruction, upon delivery of an indemnity bond or other agreement or
security reasonably satisfactory to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of such Note, the Company will
issue a new Note, of like tenor and amount and dated the date to which interest
has been paid, in lieu of such lost, stolen, destroyed or mutilated Note; provided,
however, if any Note of which the Purchaser is the registered holder is
lost, stolen or destroyed, the affidavit of the President, Treasurer or any
Assistant Treasurer or any other authorized representative of the Purchaser
setting forth the circumstances with respect to such loss, theft or destruction
will be accepted as satisfactory evidence thereof, and no indemnification bond
or other security will be required as a condition to the execution and delivery
by the Company of a new Note in replacement of such lost, stolen or destroyed
Note other than the Purchaser’s written agreement to indemnify the Company.


SECTION
1.10.           Events of Default.  If
any of the following events (“Events of Default”) shall occur and be
continuing:


(a)                                  The Company will fail to pay any installment
of principal of, or interest due on, the Note within
five (5) calendar days of the date such installment is due;


(b)                                  Any material representation or warranty made
by the Company or DynTek Services, Inc. a Delaware corporation and a
wholly-owned subsidiary of the Company (“DSI”), in this Agreement or the
Security and Pledge Agreement (as hereinafter defined), or by the Company or
DSI (or any officers of the Company or DSI) in any certificate, instrument or
written statement contemplated by or made or delivered pursuant to or in
connection with this Agreement or the Security and Pledge Agreement will prove
to have been incorrect when made in any material respect;


(c)                                  The Company or DSI will fail to perform or
observe any other material term, covenant or agreement contained in this
Agreement, the Security and Pledge Agreement, the Note or any agreement
executed and delivered by the Company or DSI in connection with this Agreement
or the Security and Pledge Agreement on its part to be performed or observed
and any such failure remains unremedied for ten (10) business days
after written notice thereof will have been given to the Company by any
registered holder of the Note;



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(d)                                  The Company or any of its subsidiaries, will
fail to pay any indebtedness in excess of an aggregate of $100,000 for borrowed
money (other than as evidenced by the Note) owing by the Company or any of its
subsidiaries, or any interest or premium thereon, when due (or, if permitted by
the terms of the relevant document, within any applicable grace period),
whether such indebtedness will become due by scheduled maturity, by required
prepayment, by acceleration, by demand or otherwise, or will fail to perform
any term, covenant or agreement on its part to be performed under any agreement
or instrument evidencing or securing or relating to any indebtedness in excess
of an aggregate of $100,000 owing by the Company or any of its subsidiaries
when required to be performed (or, if permitted by the terms of the relevant
document, within any applicable grace period), if the effect of such failure to
pay or perform is to accelerate, or to permit the holder or holders of such
indebtedness, or the trustee or trustees under any such agreement or instrument
to accelerate, the maturity of such indebtedness, unless such failure to pay or
perform will be waived by the holder or holders of such indebtedness or such
trustee or trustees;


(e)                                  The Company or any of its subsidiaries will
be involved in financial difficulties as evidenced (i) by its admitting in
writing its inability to pay its debts generally as they become due;
(ii) by its commencement of a voluntary case under Title 11 of the United
States Code as from time to time in effect; (iii) by its filing an answer
or other pleading admitting or failing to deny the material allegations of a
petition filed against it commencing an involuntary case under said Title 11,
or seeking, consenting to or acquiescing in the relief therein provided, or by
its failing to controvert timely the material allegations of any such petition;
(iv) by the entry of an order for relief in any involuntary case commenced
under said Title 11; (v) by its seeking relief as a debtor under any
applicable law, other than said Title 11, of any jurisdiction relating to the
liquidation or reorganization of debtors or to the modification or alteration
of the rights of creditors, or by its consenting to or acquiescing in such
relief; (vi) by the entry of an order by a court of competent jurisdiction
(a) finding it to be bankrupt or insolvent, (b) ordering or approving
its liquidation, reorganization or any modification or alteration of the rights
of its creditors, or (c) assuming custody of, or appointing a receiver or
other custodian for, all or a substantial part of its property; or
(vii) by its making an assignment for the benefit of, or entering into a
composition with, its creditors, or appointing or consenting to the appointment
of a receiver or other custodian for all or a substantial part of its property;
or


(f)                                    Any judgment, writ, warrant of attachment or
execution or similar process will be issued or levied against a substantial
part of the property of the Company or any of its subsidiaries and such
judgment, writ, or similar process will not be released, vacated or fully
bonded within sixty (60) days after its issue or levy;


then, and in any such event, any holder of the Note may, by notice to
the Company, declare the entire unpaid principal amount of the Note, all
interest accrued and unpaid thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Note, all such accrued
interest and all such amounts will become and be forthwith due and payable
(unless there will have occurred an Event of Default under subsection
1.15(e) in which case all such amounts will automatically become due and
payable), without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Company.


ARTICLE II


REPRESENTATIONS AND
WARRANTIES OF THE COMPANY


The
Company represents and warrants to the Purchaser that, as of the Closing and
except as set forth in the Disclosure Schedule attached as Schedule II
(which Disclosure Schedule makes explicit 



 6
 









reference to the particular representation or warranty as to which
exception is taken, which in each case will constitute the sole representation
and warranty as to which such exception will apply):


SECTION
2.01.           Organization, Qualifications
and Corporate Power.


(a)                                  The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and is duly licensed or qualified to transact business as a foreign
corporation and is in good standing in each jurisdiction in which the nature of
the business transacted by it or the character of the properties owned or
leased by it requires such licensing or qualification, except where the failure
to be so licensed or qualified does not have a material adverse effect on the
Company’s business or financial condition. 
The Company and its subsidiaries have the corporate power and authority
to own and hold its properties and to carry on its business as now conducted
and as proposed to be conducted, to execute, deliver and perform this Agreement
and the Security and Pledge Agreement, and to issue, sell and deliver the Note.


(b)                                  The Company has no subsidiaries, other than
as set forth on Schedule II. 
The Company does not (i) own of record or beneficially, directly or
indirectly, (A) any shares of capital stock or securities convertible into
capital stock of any other corporation or (B) any participating interest
in any partnership, joint venture or other non-corporate business enterprise or
(ii) control, directly or indirectly, any other entity, other than as set
forth on Schedule II.


SECTION
2.02.           Authorization of Agreements,
Etc.


(a)                                  Except as set forth on Schedule II, the
execution and delivery by the Company of this Agreement and the Security and
Pledge Agreement, the performance by the Company of its obligations hereunder
and thereunder, the issuance, sale and delivery of the Note have been duly
authorized by all requisite corporate action and will not (i) violate any
provision of law, any order of any court or other agency of government,
(ii) violate the Certificate of Incorporation or the By-laws of the
Company, each as amended, (iii) violate any provision of any indenture,
agreement or other instrument to which the Company or any of its properties or
assets is bound, (iv) conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any such indenture,
agreement or other instrument, or (v) result in the creation or imposition
of any lien, charge, restriction, claim or encumbrance of any nature whatsoever
upon any of the properties or assets of the Company (except pursuant to the
terms of the Security and Pledge Agreement).


(b)                                  The Note has been duly authorized and, when
issued in accordance with this Agreement, will be free and clear of all liens,
charges, restrictions, claims and encumbrances imposed by or through the
Company.  The issuance, sale and delivery
of the Note are not subject to any preemptive right of stockholders of the
Company or to any right of first refusal or other right in favor of any person.


SECTION
2.03.           Validity.  Each
of this Agreement, the Security and Pledge Agreement and the Note has been duly
executed and delivered by the Company and DSI and constitute the legal, valid
and binding obligations of the Company and DSI, enforceable in accordance with
their terms.


SECTION
2.04.           Authorized Capital Stock.  The
authorized capital stock of the Company consists of 450,000,000 shares of
Common Stock, $.0001 par value per share, and 10,000,000 shares of preferred
stock, $0.0001 par value per share (“Preferred Stock”).  As
of the date of this Agreement, 58,234,989 shares of Common Stock and no shares
of Preferred Stock were validly issued and outstanding, fully paid and
nonassessable.  Except as disclosed in
SEC Reports (as defined below), there are no options, warrants and convertible
securities of the Company, and any other rights to acquire securities of the
Company.  All outstanding securities of
the Company are validly issued, fully paid and 



 7
 









nonassessable.  No stockholder of
the Company is entitled to any preemptive rights with respect to the purchase
of or sale of any securities of the Company.


SECTION
2.05.           SEC Filings, Other Filings
and Regulatory Compliance.  Since January 1, 2002, the Company has
timely made all filings required to be made by it under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). 
The Company has delivered or made accessible to the Purchaser true,
accurate and complete copies of (a) the Company’s Annual Report on Form
10-K for the fiscal year ended June 30, 2006, (b) the Company’s
Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30,
2006 and December 31, 2006, (c) the Company’s definitive proxy
statement dated October 27, 2006 relating to its Annual Meeting of
Stockholders, and (d) all the Company’s Current Reports on Form 8-K filed
since July 1, 2006 (collectively, the “SEC Reports”).  The SEC Reports when filed, complied in all
material respects with all applicable requirements of the Exchange Act and the
Sarbanes-Oxley Act of 2002, if and to the extent applicable, and the rules and
regulations of the Securities and Exchange Commission (the “SEC”) thereunder
applicable to the SEC Reports.  None of
the SEC Reports, at the time of filing, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading in light of
the circumstances in which they were made. 
The Company has taken, or will have taken prior to the Closing, all
necessary actions to maintain eligibility of its Common Stock for trading on
OTC Bulletin Board under all currently effective inclusion requirements.  Each balance sheet included in the SEC
Reports (including any related notes and schedules) fairly presents in all material
respects the consolidated financial position of the Company as of its date, and
each of the other financial statements included in the SEC Reports (including
any related notes and schedules) fairly presents in all material respect the
consolidated results of operations of the Company for the periods or as of the
dates therein set forth in accordance with generally accepted accounting
principles (“GAAP”) consistently applied during the periods indicated or as a
result of year end adjustments and except as may be indicated in the notes thereto
or, in the case of interim consolidated financial statements, where information
and footnotes contained in such financial statements are not required to be in
compliance with GAAP).  Such financial
statements included in the SEC Reports were, at the time they were filed,
consistent with the books and records of the Company in all material respects
and complied as to form in all material respects with then applicable
accounting requirements and with the rules and regulations of the SEC with
respect thereto.  The Company keeps
accounting records in which all material assets and liabilities, and all
material transactions, including off-balance sheet transactions, of the Company
are recorded in accordance with GAAP.


SECTION
2.06.           Governmental Approvals.  Subject
to the accuracy of the representations and warranties of the Purchaser set
forth in Article III, no registration or filing with, or consent or approval of
or other action by, any federal, state or other governmental agency or
instrumentality is or will be necessary for the valid execution, delivery and
performance by the Company of this Agreement, the issuance, sale and delivery
of the Note, other than filings pursuant to state securities laws (all of which
filings have been made by the Company, other than those which are required or
permitted to be made after the Closing and which will be duly made on a timely
basis) in connection with the sale of the Note.


SECTION
2.07.           Offering of the Note. 
Neither the Company, nor any of its affiliates, nor any person acting on
its or their behalf, has directly or indirectly made any offers or sales in any
security or solicited any offers to buy any security under circumstances that
would require registration under the Securities Act of the issuance of the Note
to the Purchaser.  Based, in part, upon
the Purchaser’s representations in Article III, the issuance of the Note to the
Purchaser will not be integrated with any other issuance of the Company’s
securities (past, current or future) for purposes of the Securities Act.


SECTION
2.08.           Material Changes. 
Except as set forth in Schedule II attached hereto, since
June 30, 2006, there has not been (i) any direct or indirect
redemption, purchase or other acquisition by 



 8
 









the Company of any shares of Common Stock; (ii) any declaration,
setting aside or payment of any dividend or other distribution by the Company
with respect to the Common Stock; (iii) any material liabilities
(absolute, accrued or contingent) incurred or assumed by the Company, other
than current liabilities incurred in the ordinary course of business,
liabilities under contracts entered into in the ordinary course of business,
purchase price payment obligations incurred in connection with the acquisition
of Sensible Security Solutions Inc., an Ontario corporation, and liabilities
not required to be reflected on the Company’s financial statements pursuant to
GAAP; or (iv) any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention
agreement, any lease in the nature thereof, and the filing of or agreement to
give any financing statement under the Uniform Commercial Code or comparable
law of any jurisdiction in connection with such mortgage, pledge, security
interest, encumbrance, lien or charge) (each, a “Lien”) or adverse claim on any
of the Company’s properties or assets, except for Liens for taxes not yet due
and payable, interest of lessors under operating capital leases, purchase money
liens, amounts deposited for security for surety bonds, Liens incurred in
connection with the Company’s credit facility with New England Technology
Finance, LLC, Liens incurred in the ordinary course of business or Liens that
are not material in amount to the Company and its subsidiaries.


SECTION 2.09.           Litigation. 
Except as disclosed in the Schedule II attached hereto,
there is no action, suit, proceeding or investigation pending or, to the
Company’s knowledge, currently threatened against the Company or any of its
subsidiaries that questions the validity of this Agreement or the right of the
Company to enter into it, or to consummate the transactions contemplated
hereby, or that could reasonably be expected to result, either individually or
in the aggregate, in a material adverse effect on the Company.  The foregoing includes, without limitation,
actions pending or, to the Company’s knowledge, threatened involving the prior
employment of any of the Company’s employees or their use in connection with
the Company’s business of any information or techniques allegedly proprietary
to any of their former employers. 
Neither the Company nor any of its subsidiaries is a party to or subject
to the provisions of any order, writ, injunction, judgment or decree of any
court or governmental authority.  Except
as disclosed in Schedule II attached hereto, there is no action,
suit, proceeding or investigation by the Company or any of its subsidiaries
currently pending or which the Company or any of its subsidiaries currently
intends to initiate, which could reasonably be expected to have a material
adverse effect.


SECTION
2.10.           Ownership of Property; Liens.  The
Company and each of its subsidiaries has good and marketable title in fee
simple, or a valid leasehold interest in, all of its real property; and good
title to, or a valid leasehold interest in, all of its other property, and none
such property is subject to any Lien except as set forth on Schedule II
attached hereto.


SECTION
2.11.           Intellectual Property Rights.  To
the best of its knowledge, the Company owns or possesses the licenses or rights
to use all patents, patent applications, patent rights, inventions, know-how,
trade secrets, trademarks, trademark applications, service marks, service
names, trade names and copyrights necessary to enable it to conduct its
business as now operated (the “Intellectual Property”).  Except as set forth in Schedule II
attached hereto, there are no material outstanding options, licenses or
agreements relating to the Intellectual Property, nor is the Company bound by
or a party to any material options, licenses or agreements relating to the
patents, patent applications, patent rights, inventions, know-how, trade
secrets, trademarks, trademark applications, service marks, service names,
trade names or copyrights of any other person or entity.  Except as set forth in Schedule II
attached hereto, there is no claim or action or proceeding pending or, to the
Company’s knowledge, threatened that challenges the right of the Company with
respect to any Intellectual Property. 
Except as set forth in Schedule II attached hereto, to the
knowledge of the Company, the Company’s Intellectual Property does not infringe
any intellectual property rights of any other person which, if the subject of
an unfavorable decision, ruling or finding would have a material adverse
effect.



 9
 









SECTION
2.12.           Insurance.  The
Company and its subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management
of the Company believes to be prudent and customary in the businesses in which
the Company and its subsidiaries are engaged.


SECTION
2.13.           Brokers.  The
Company has no contract, arrangement or understanding with any broker, finder
or similar agent with respect to the transactions contemplated by this
Agreement.


SECTION
2.14.           Non-Operational Subsidiaries. 
Neither BugSolver.Com, Inc., TekInsight e-Government Services, Inc., nor
TekInsight Research, Inc. operates any business, nor does any such entity own
any material assets.


SECTION
2.15.           Federal Reserve Regulations.  The
Company is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin securities (within the meaning of Regulation G of
the Board of Governors of the Federal Reserve System), and no part of the
proceeds of the Notes will be used to purchase or carry any margin security or
to extend credit to others for the purpose of purchasing or carrying any margin
security or in any other manner which would involve a violation of any of the
regulations of the Board of Governors of the Federal Reserve System.


SECTION
2.16.           Office
Headquarters.  The sole lease
agreement now currently in full force and effect for the Company’s principal
place of business is that certain Office Lease Agreement, made and entered into
as of the 21st day of July, 2003, by and between CA-Fairchild Corporate Center
Limited Partnership, a Delaware limited partnership, as landlord, and
Integration Technologies, Inc., a California corporation, tenant (as amended,
supplemented, or otherwise modified from time to time) (the “Office Lease”).


SECTION
2.17.           Representations Complete.  The
representations and warranties made by the Company in this Agreement, the
statements made in any certificates furnished by the Company pursuant to this
Agreement, and the statements made by the Company in any documents mailed,
delivered or furnished to the Purchaser in connection with this Agreement,
taken as a whole, do not contain and will not contain, as of their respective
dates and as of the Closing Date, any misstatements of material fact or omit to
state any material fact necessary in order to make the statements contained
herein or therein, in the light of the circumstances under which they were
made, not misleading.


ARTICLE III


REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER


The
Purchaser represents and warrants to the Company that:


(a)                                  it is an “accredited investor,” as such term
is defined in Rule 501(a) of Regulation D promulgated under the Securities Act;


(b)                                  it has sufficient knowledge and experience in
investing in companies similar to the Company in terms of the Company’s stage
of development so as to be able to evaluate the risks and merits of its
investment in the Company and it is able financially to bear the risks thereof;


(c)                                  it has had an opportunity to discuss the
Company’s business, management and financial affairs with the Company’s
management;



 10
 









(d)                                  the Note being purchased by it is being
acquired for its own account for the purpose of investment and not with a view
to or for sale in connection with any distribution thereof;


(e)                                  it understands that (i) the Note has not
been registered under the Securities Act, by reason of their issuance in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof or 506 promulgated under the Securities
Act, (ii) the Note must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act or is exempt from
such registration, (iii) the Note will bear a legend to such effect and
(iv) the Company will make a notation on its transfer books to such
effect;


(f)                                    each of this Agreement and the Security and
Pledge Agreement is a valid, binding and enforceable obligation of the
Purchaser, subject to applicable bankruptcy, insolvency, reorganization or
similar laws relating to or affecting the enforcement of creditor’s rights and
to the availability of the remedy of specific performance.  The Purchaser has all requisite power and
authority to execute and deliver each of this Agreement and the Security and
Pledge Agreement;


(g)                                 it understands that (i) the Note is
being offered and sold to Purchaser in reliance upon specific exemptions from
the registration requirements of United States federal and state securities
laws, and (ii) that the Company is relying upon the truth and accuracy of,
and Purchaser’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of Purchaser
to acquire the Note;


(h)                                 the Company or its counsel have made
available all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale of the Note which have
been specifically requested by the Purchaser. 
The Purchaser has been afforded the opportunity to ask questions of the
Company, was permitted to meet with the Company’s officers and has received
what the Purchaser believes to be complete and satisfactory answers to any such
inquiries.  Neither such inquiries nor
any other due diligence investigation conducted by the Purchaser or any of its
respective representations will modify, amend or affect the Purchaser’s right
to rely on the Company’s representations and warranties contained herein.  The Purchaser understands that its investment
in the securities offered hereby involves a high degree of risk, including
without limitation the risks and uncertainties disclosed in the SEC
Reports.  The Purchaser acknowledges it
has reviewed the disclosures presented under the caption “Risk Factors” in the
Company’s SEC Reports;


(i)                                    it understands that no United States federal
or state agency or any other government or governmental agency has passed upon
or made any recommendation or endorsement of the Notes; and


(j)                                    it is a resident of the jurisdiction set
forth under Purchaser’s name in Schedule I.


ARTICLE IV


CONDITIONS TO THE
OBLIGATIONS OF THE PURCHASERS


The
obligation of the Purchaser to purchase and pay for the Note being purchased by
it on the Closing Date is, at its option, subject to the satisfaction, on or
before the Closing Date of the following conditions:


(a)                                  Security and Pledge
Agreement.  A Security and Pledge Agreement by and among
the Company, DynTek Services, Inc., and the holder of the Note, in the form
attached as Exhibit B 



 11
 









(the “Security and Pledge Agreement”) and other similar
instruments and documents, will have been executed and delivered to the
Purchaser by a duly authorized officer of the Company and a duly authorized
officer of each of the subsidiaries of the Company party thereto.


(b)                                  Legal Opinion.  The
Purchaser will have received an opinion of the Company’s counsel, dated the
Closing Date, with respect to legal matters customary for transactions of this
type, in a form reasonably acceptable to the Purchaser.


(c)                                  Representations and
Warranties to be True and Correct.  The representations and
warranties contained in Article II will be true, complete and correct on
and as of the Closing Date with the same effect as though such representations
and warranties had been made on and as of such date (except to the extent that
the representation or warranty speaks to a specific date), and the President
and Chief Financial Officer of the Company will have certified to such effect
to the Purchaser in writing.


(d)                                  Performance.  The
Company will have performed and complied in all material respects with all
covenants and agreements contained herein required to be performed or complied
with by it prior to or at the Closing Date and the President and Chief
Financial Officer of the Company will have certified to the Purchaser in
writing to such effect and to the further effect that all of the conditions set
forth in this Article IV have been satisfied.


(e)                                  All Proceedings to be
Satisfactory.  All corporate and other proceedings to be
taken by the Company in connection with the transactions contemplated hereby
and all documents incident thereto will be satisfactory in form and substance
to the Purchaser and its counsel, and the Purchaser and its counsel will have
received all such counterpart originals or certified or other copies of such
documents as they reasonably may request.


(f)                                    Supporting Documents.  The
Purchaser and its counsel will have received copies of the following documents:


(i)                                     (A) the Certificate of Incorporation of
the Company, as amended, certified as of a recent date by the Secretary of
State of the State of Delaware, and (B) a certificate of said Secretary
dated as of a recent date as to the due incorporation and good standing of the
Company, the payment of all excise taxes by the Company and listing all
documents of the Company on file with said Secretary;


(ii)                                  a certificate of the Secretary or an
Assistant Secretary of the Company dated the Closing and certifying:  (A) that attached thereto is a true and
complete copy of the Bylaws of the Company as in effect on the date of such
certification; (B) that attached thereto is a true and complete copy of
all resolutions adopted by the Board of Directors of the Company authorizing
the execution, delivery and performance of this Agreement and the Security and
Pledge Agreement, the issuance, sale and delivery of the Note, and that all
such resolutions are in full force and effect and are all the resolutions
adopted in connection with the transactions contemplated by this Agreement;
(C) that the Certificate of Incorporation of the Company has not been
amended since the date of the last amendment referred to in the certificate
delivered pursuant to clause (i)(B) above; and (D) to the incumbency and
specimen signature of each officer of the Company executing any of this
Agreement, the Security and Pledge Agreement, the Note and any certificate or
instrument furnished pursuant hereto, and a certification by another officer of
the Company as to the incumbency and signature of the officer signing the
certificate referred to in this clause (ii); and


(iii)                               such additional supporting documents and
other information with respect to the operations and affairs of the Company as
the Purchaser or its counsel may reasonably request.



 12
 









All
such documents will be satisfactory in form and substance to the Purchaser and
its counsel.


(g)                                 Preemptive and First Refusal
Rights.  All stockholders of the Company having any
preemptive or first refusal rights with respect to the issuance of the Note
will have irrevocably waived the same in writing or all such rights will have
expired.


(h)                                 Fees of Purchaser’s Counsel.  The
Company will have paid in accordance with Section 7.01 the fees and disbursements
of the Purchaser’s counsel invoiced at the Closing; provided, however,
that the Purchaser may deduct such amounts from the consideration to be
delivered to the Company for the purchase of the Note pursuant to
Section 1.01.


ARTICLE V


COVENANTS OF THE COMPANY


The
Company agrees that, so long as the Note is outstanding, except to the extent
compliance in any case or cases is waived in writing by the then Holder of the
Note:


SECTION
5.01.           Financial Statements,
Reports, Etc.  The Company will furnish to the Holder:


(a)                                  within ninety (90) days after the end of
each fiscal year of the Company a consolidated balance sheet of the Company and
its subsidiaries, if any, as of the end of such fiscal year and the related
consolidated statements of income for the fiscal year then ended, prepared in
accordance with GAAP and certified by a firm of independent public accountants
of recognized national standing selected by the Board of Directors of the
Company;


(b)                                  within forty five (45) days after the end of
each fiscal quarter in each fiscal year a consolidated balance sheet of the
Company and its subsidiaries, if any, and the related consolidated statements
of income unaudited but prepared in accordance with generally accepted
accounting principles and certified by the Chief Financial Officer of the
Company, such consolidated balance sheet to be as of the end of such fiscal
quarter and such consolidated statements of income to be for such fiscal
quarter and for the period from the beginning of the fiscal year to the end of
such fiscal quarter;


(c)                                  promptly after the commencement thereof,
notice of all actions, suits, claims, proceedings, investigations and inquiries
of the type described in Section 2.09 of this Agreement that could materially
adversely affect the Company or any of its subsidiaries, if any;


(d)                                  promptly upon sending, making available or
filing the same, all press releases, reports and financial statements that the
Company sends or makes available to its stockholders or directors or files with
the SEC; and


(e)                                  promptly, from time to time, such other
information regarding the business, prospects, financial condition, operations,
property or affairs of the Company and its subsidiaries as such Purchaser
reasonably may request.


Notwithstanding
this Section 5.01, so long as the Company is required to make filings
pursuant to the Exchange Act and makes such filings in a timely manner, the
Company will be deemed to have furnished to the Holder the financial statements
and other reports required by this Section 5.01.



 13
 









SECTION
5.02.           Corporate Existence;
Maintenance of Business.  The Company will, and will cause each of its
subsidiaries to, preserve and maintain its existence.  The Company will, and will cause each of its
subsidiaries to, preserve and keep in force and effect all licenses, permits,
franchises, approvals, patents, trademarks, trade names, trade styles,
copyrights, and other proprietary rights necessary to the conduct of its
business where the failure to do so could reasonably be expected to have a
material adverse effect.


SECTION
5.03.           Properties, Insurance.  The
Company will maintain as to its properties and business, with financially sound
and reputable insurers, insurance against such casualties and contingencies and
of such types and in such amounts as is customary for companies similarly
situated, which insurance will be deemed by the Company to be sufficient.


SECTION
5.04.           Use of Proceeds.  The
Company will use the proceeds from the sale of the Note, less the amounts
withheld pursuant to Section 7.01, solely for the purposes set forth on Schedule
III.


SECTION
5.05.           Compliance with Laws.  The
Company will comply with all applicable laws, rules, regulations and orders,
noncompliance with which could materially adversely affect its business or
condition, financial or otherwise.


SECTION
5.06.           Keeping of Records and Books
of Account.  The Company will keep adequate records and
books of account, in which complete entries will be made in accordance with
generally accepted accounting principles consistently applied, reflecting all
financial transactions of the Company, and in which, for each fiscal year, all
proper reserves for depreciation, depletion, obsolescence, amortization, taxes,
bad debts and other purposes in connection with its business will be made.


SECTION
5.07.           Dividends and Certain Other
Restricted Payments.  The Company will not, nor will it permit any
of its subsidiaries to, (a) declare or pay any dividends on or make any
other distributions in respect of any class or series of its capital stock or other
equity interests or (b) directly or indirectly purchase, redeem, or
otherwise acquire or retire any of its capital stock or other equity interests
or any warrants, options, or similar instruments to acquire the same.


SECTION
5.08.           Material Contracts.  The
Company will not, nor will it permit any of its subsidiaries to, enter into any
contract, agreement or business arrangement which requires annual expenditures
of $2,500,000 or more.


SECTION
5.09.           Capital Expenditures.  The
Company will not, nor will it permit any of its subsidiaries to, incur any
Capital Expenditures other than in the ordinary course consistent with past
practice.  For purposes of this
Agreement, “Capital Expenditures” means, with respect to any person or entity
for any period, the aggregate amount of all expenditures (whether paid in cash
or accrued as a liability) by such person or entity during that period for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to property, plant, or equipment (including replacements,
capitalized repairs, and improvements) which should be capitalized on the
balance sheet of such person or entity in accordance with GAAP.


SECTION
5.10.           Mergers,
Consolidations and Asset Sales. 
The Company will not, nor will it permit any of its subsidiaries to, be
a party to any merger or consolidation, or sell, transfer, lease or otherwise
dispose of all or any substantial part of its assets. The Company will not, nor
will it permit any of its subsidiaries to sell, transfer, lease or otherwise
make any Substantial Asset Sale (as such term is defined below) for
consideration other than cash while the Note or any part thereof remains
outstanding.  For purposes of this
Agreement, “Substantial Asset Sale” means any voluntary or involuntary sale or 



 14
 









series of sales of the Company’s assets
(including casualty losses or condemnations) 
which generate(s) (i)  gross
proceeds of $100,000 or more in the case of a single-asset sale, or (ii)
aggregate gross proceeds of $100,000 or more over any 12-month period in the
case of a series of asset sales.


SECTION
5.11.           Acquisitions.  The
Company will not, nor will it permit any of its subsidiaries to, directly or
indirectly, acquire all or any substantial part of the assets or business of
any other entity or division thereof.


SECTION
5.12.           Prepayment of Indebtedness.  The
Company will not, nor will it permit any of its subsidiaries, to prepay any
indebtedness for borrowed money; provided, however, that this Section
5.12 will not (i) prohibit the Company from redeeming the Note pursuant to the
terms of this Agreement or (ii) prohibit the Company from redeeming either the
Senior Note (as such term is defined in that certain Note Purchase Agreement,
dated as of March 8, 2006, by and among the Company, SACC Partners, L.P., Lloyd
I. Miller, III and the Purchaser (as amended or modified from time to time)
(the “March 2006 NPA”) or the Junior Notes (as defined in the March 2006 NPA)
pursuant to the terms of the March 2006 NPA.


SECTION
5.13.           Issuance of Shares.  The
Company will not, nor will it permit any of its subsidiaries to issue, assign,
sell or transfer any shares of capital stock or other equity interests of the
Company or such subsidiary; provided,
however, that the foregoing will not operate to prevent
(a) Liens on the capital stock or other equity interests of subsidiaries
of the Company pursuant to (i) the Security and Pledge Agreement dated March 8,
2006, by and among the Company, DSI, SACC Partners, L.P. and Lloyd Miller, III,
as amended from time to time (the “March Senior Security Agreement”), (ii) the
Security and Pledge Agreement dated March 8, 2006, by and among the Company,
DSI, and the Purchaser, as amended from time to time (the “March Junior
Security Agreement”), or (iii) the Security and Pledge Agreement (as defined in
Article IV(a)); (b) the issuance of Common Stock upon conversion of the
Note; (c) the issuance of options or rights to purchase Common Stock under
the Company’s equity incentive plans, as amended, in effect as of the date hereof,
or the issuance of shares of Common Stock upon the exercise thereof; or
(d) the issuance of shares of Common Stock upon the exercise or conversion
of securities exercisable or convertible into shares of the Company’s Common
Stock that are outstanding as of the date hereof or otherwise permitted to be
issued under this Section 5.13.


SECTION
5.14.           Executive and Officer
Compensation.  The Company will not, nor will it permit any
of its subsidiaries to, grant any increase in the compensation of officers or
executive employees (excluding any such increase required under a currently
effective employment agreement by and between such officer or executive
employee and the Company).


SECTION
5.15.           Change in the Nature of
Business.  The Company will not, nor will it permit any
of its subsidiaries to, engage in any business or activity other than the
general nature of the business engaged in by it as of the Closing Date or
discontinue its engagement in any business or activity engaged in by it as of
the Closing Date.


SECTION
5.16.           Compliance with Security and
Pledge Agreement.  The Company and DSI will comply at all times
with all of the terms and conditions of the Security and Pledge Agreement.


SECTION
5.17.           Deposit Account. 
Within (i) ten (10) business days after the Closing Date, the Company
shall take all necessary actions to execute, deliver and establish a control
agreement by and for the benefit of the Purchaser in respect of that certain
deposit account held by the Company at LaSalle Bank Midwest N.A.(Account No.
6856286387 and ABA No. 07200805) and such control agreement shall be in form
and substance reasonably satisfactory to the Purchaser and accompanied by an
opinion of counsel to the Company addressed to the Purchaser regarding the
creation and perfection of the 



 15
 









Purchaser’s respective security interests in such deposit account and
such other matters as the Purchaser may reasonably request.  Notwithstanding anything herein to the
contrary, the parties acknowledge and agree that that certain Agreement Re:  Pledged Accounts, effective as of March 8,
2006, by and among, LaSalle Bank Midwest National Association, the Company, and
SACC Partners, L.P., a Delaware limited partnership, Lloyd I. Miller III and
Trust A-4 - Lloyd I. Miller, shall be deemed to have satisfied the Company’s
obligations set forth in this Section 5.17; provided, however, that once all of
the outstanding principal amount of debt owed by the Company under the March
2006 NPA is paid off in full, the Company shall promptly thereafter take all
necessary actions to execute, deliver and establish a deposit control agreement
by and for the benefit of the Purchaser in respect of deposit accounts held by
the Company and/or its subsidiaries as the Purchaser shall so request.  In connection with the foregoing proviso, the
Company shall provide to the Purchaser a listing of all deposit accounts held
by the Company and its subsidiaries promptly after such time as all debt under
the March 2006 NPA is paid off in full.


ARTICLE VI


REGISTRATION


SECTION 6.01.           Piggyback Registration.  If,
at anytime prior to the fifth anniversary of this Agreement, the Company
proposes to register (including for this purpose a registration effected by the
Company for stockholders other than the Holder) the sale of any of its
securities under the Securities Act, then the Company will promptly give the
Holder written notice thereof and will use its reasonable best efforts to
include in such registration (A) all or any part of the shares of Common Stock
issuable by the Company upon the exercise of the Note (the “Registrable
Securities”).  This requirement does not
apply to Company registrations on Form S-4 or S-8 or their equivalents relating
to equity securities to be issued solely in connection with an acquisition of
any entity or business or equity securities issuable in connection with stock
option or other employee benefit plans. 
The Holder must give its request for registration under this paragraph
to the Company in writing within 10 days after receipt from the Company of notice
of such pending registration.  If the
registration for which the Company gives notice is a public offering involving
an underwriting, the Company will so advise the Holder as part of the
above-described written notice.  In that
event, if the managing underwriter(s) of the public offering impose a
limitation on the number of shares of Common Stock that may be included in the
Registration Statement because, in such underwriter(s)’ judgment, such
limitation would be necessary to effect an orderly public distribution, then
the Company will be obligated to include only such limited portion, if any, of
the Registrable Securities with respect to which the Holder has requested
inclusion hereunder.  Any exclusion of
Registrable Shares will be made pro rata among all holders of the Company’s
securities seeking to include shares of Common Stock in proportion to the
number of shares of Common Stock sought to be included by those holders.  However, the Company will not exclude any
Registrable Securities unless the Company has first excluded all outstanding
securities the holders of which are not entitled by right to inclusion of such
securities in such Registration Statement or are not entitled pro rata
inclusion with the Registrable Securities.


SECTION
6.02.           Mandatory Registration.  If,
at anytime on or after the one year anniversary of this Agreement, the resale
of any Registrable Securities have not been registered by the Company pursuant
to Section 6.01 hereof, the Purchaser may deliver notice to the Company to require
that the Company register all Registrable Securities on a registration
statement on Form S-1, or other form then available to the Company under
applicable SEC rules and regulations (the “Registration Statement”), covering
the resale of all of the Registrable Securities.  The date on which the Company receives such
notice is referred to herein as the “Demand Date.”  The Company shall use commercially reasonable
best efforts (i) to cause such Registration Statement to be filed under
the Securities Act as promptly as practicable after receipt of notice of such
demand, but in any event not more than 30 days following the Demand Date and
(ii) to cause such Registration Statement to be declared effective under 



 16
 









the Securities Act as promptly as practicable, but in any event no
later than 90 days following the Demand Date (the “Demand Effective Date”).  However, so long as the Company has filed the
Registration Statement within 30 days after the Demand Date, (a) if the
SEC takes the position that registration of the resale of the Registrable
Securities by the Holder is not available under applicable laws, rules and
regulations and that the Company must register the offering of the Registrable
Securities as a primary offering by the Company, or (b) if the Registration
Statement receives SEC review, then the Demand Effective Date will be the 120th
day after the Demand Date.  In the case
the SEC takes the position that resale registration is not available, the
Company will, within 40 business days after the date the Company receives such
SEC response, file a Registration Statement as a primary offering.  The Company’s best efforts will include,
without limitation, promptly responding to all comments received from the staff
of the SEC.  If the Company receives
notification from the SEC that the Registration Statement will receive no
action or review from the SEC, then the Company will cause the Registration
Statement to become effective within five business days after such SEC
notification, if permitted by the SEC and applicable rules and
regulations.  Once the Registration
Statement is declared effective by the SEC, the Company will cause the
Registration Statement to remain effective throughout the Registration Period,
except as permitted under this Section.  “Registration
Period” means the period between the Demand Date and the earlier of the date on
(i) which (x) all of the Registrable Securities have been sold by the
Holder pursuant to a Registration Statement and (y) are freely tradable
under the Securities Act, or (ii) all the Registrable Securities may be
immediately sold by the Holder without registration and without restriction as
to the number of Registrable Securities to be sold, pursuant to Rule 144 or
otherwise.  On the date of each monthly
anniversary of the date on which any breach of this Section 6.02 first occurs
(including failure to file a Registration Statement or to cause a Registration
Statement to be declared effective within the time periods set forth herein)
until the applicable default is cured (each, a “Payment Date”), the Company
shall issue to the Holder as damages additional shares of the Company’s Common
Stock equal to 2.0% of the aggregate amount of the Registrable Securities, and
all such shares shall become Registrable Securities; provided, however, that the total number of shares of the
Company’s Common Stock payable pursuant to this Section 6.02 to the Holder
shall not exceed the number of shares, less one share, which, if issued, would
have, at the time of the Closing Date or Payment Date, required stockholder
approval of such issuance pursuant to Section 4350(i)(1)(D) of the Nasdaq
Marketplace Rules, or other applicable rules and regulations of another
exchange if the Company’s securities are listed for trading on such other
exchange, if the Company is then subject to any such rule.  In the event the number of shares of the
Company’s Common Stock issuable under this Section 6.02 is restricted by the
limitations of the previous sentence, the Company may waive such limitation or,
at the Company’s election, the balance of the damages payable by the Company
pursuant to this Section 6.02 may be paid in cash (valuing the shares not so
issued at the average of the closing prices of the Company’s Common Stock over
the twenty (20) trading days immediately preceding the one-month anniversary of
the default which requires the issuance of shares) on the applicable Payment
Date in accordance with payment instructions provided by the Purchaser.


SECTION 6.03.           Continued Effectiveness of
Registration Statement.  Subject to the limitations set forth in
Section 6.08, the Company will keep the Registration Statement covering the
Registrable Securities effective under Rule 415 at all times during the
Registration Period.  In the event that
the number of shares available under a Registration Statement filed pursuant to
this Agreement is insufficient to cover all of the Registrable Securities
issued, the Company will, if permitted by the SEC, either amend the
Registration Statement or file a new Registration Statement (on the short form
available therefor, if applicable), or both, so as to cover all of the
Registrable Securities.  The Company will
use its reasonable best efforts to file such amendment or new Registration Statement
as soon as practicable, but in no event later than 30 business days after the
necessity therefor arises (based upon the market price of the Common Stock and
other relevant factors on which the Company reasonably elects to rely).  The Company will use its best efforts to
cause such amendment or new Registration Statement to become 



 17
 









effective as soon as is practicable after the filing thereof, but in no
event later than 90 days after the date on which the Company reasonably first
determines the need therefor, if permitted by the SEC.


SECTION 6.04.           Accuracy of Registration
Statement.  Any Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) filed by
the Company covering Registrable Securities will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.  The Company will prepare and file with the
SEC such amendments (including post-effective amendments) and supplements to
any Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to permit sales pursuant to such
Registration Statement at all times during the Registration Period, and, during
such period, will comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by such
Registration Statement until the termination of the Registration Period, or if
earlier, until such time as all of such Registrable Securities have been
disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof as set forth in such Registration Statement.


SECTION 6.05.           Furnishing Documentation.  The
Company will furnish to the Holder, or to its legal counsel, (a) promptly
after such document is filed with the SEC, one copy of any Registration
Statement filed pursuant to this Agreement and any amendments thereto, each
preliminary prospectus and final prospectus and each amendment or supplement
thereto; and (b) a number of copies of a prospectus, including a
preliminary prospectus, and all amendments and supplements thereto, and such
other documents as the Holder may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by the Holder.  The Company will promptly notify by facsimile
or email the Holder of the effectiveness of any Registration Statement and any
post-effective amendment.


SECTION 6.06.           Additional Obligations.  The
Company will use its best efforts to (a) register and qualify the
Registrable Securities covered by a Registration Statement under such other
securities or blue sky laws of such jurisdictions as the Holder reasonably
requests, (b) prepare and file in those jurisdictions any amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain their effectiveness during the
Registration Period, (c) take any other actions necessary to maintain such
registrations and qualifications in effect at all times during the Registration
Period, and (d) take any other actions reasonably necessary or advisable
to qualify the Registrable Securities for sale in such jurisdictions.  Notwithstanding the foregoing, the Company is
not required, in connection with such obligations, to (i) qualify to do
business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 6.06, (ii) subject itself to general taxation
in any such jurisdiction, (iii) file a general consent to service of
process in any such jurisdiction, (iv) provide any undertakings that cause
material expense or material burden to the Company, or (v) make any change
in its charter or bylaws, which in each case the Board of Directors of the
Company determines to be contrary to the best interests of the Company and its
stockholders.


SECTION 6.07.           Underwritten Offerings.  If
the Holder selects an underwriter or underwriters reasonably acceptable to the
Company for an underwritten offering, the Company will enter into and perform
its obligations under an underwriting agreement in usual and customary form
including, without limitation, customary indemnification and contribution
obligations, with the managing underwriter of such offering.


SECTION
6.08.           Suspension of Registration.


(a)                                  The Company will notify (by telephone and
also by facsimile and reputable overnight courier) the Holder of the happening
of any event of which the Company has knowledge as a 



 18
 









result of which the prospectus included in a Registration Statement as
then in effect includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  The Company will make
such notification as promptly as practicable (but in no event more than two
business days) after the Company becomes aware of the event, will promptly (but
in no event more than ten business days) prepare and file a supplement or
amendment to such Registration Statement to correct such untrue statement or
omission, and will deliver a number of copies of such supplement or amendment
to the Holder as it may reasonably request.


(b)                                  Notwithstanding the obligations under Section
6.08(a), if in the good faith judgment of the Company, following consultation
with legal counsel, it would be detrimental to the Company and its stockholders
for resales of Registrable Securities to be made pursuant to a Registration
Statement due to the existence of a material development or potential material
development involving the Company which the Company would be obligated to
disclose in such Registration Statement, but which disclosure would be
premature or otherwise inadvisable at such time or would reasonably be expected
to have a material adverse effect upon the Company and its stockholders, the
Company will have the right to suspend the use of such Registration Statement
for a period of not more than forty-five (45) days; provided,
however, that the Company may so defer or suspend the use of a
Registration Statement no more than one time in any twelve-month period.


(c)                                  Subject to the Company’s rights under this
Article VI, the Company will use its reasonable best efforts to prevent the
issuance of any stop order or other suspension of effectiveness of a
Registration Statement and, if such an order is issued, will use its best
efforts to obtain the withdrawal of such order at the earliest possible time
and to notify the Holder of the issuance of such order and the resolution
thereof.


(d)                                  Notwithstanding anything to the contrary
contained in this Agreement, if the use of a Registration Statement is
suspended by the Company, the Company will promptly (but in no event more than
two business days) give notice of the suspension to the Holder, and will
promptly (but in no event more than two business days) notify the Holder as
soon as the use of such Registration Statement may be resumed.


SECTION
6.09.           Transfer Agent; Registrar.  The
Company will provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the effective date of a
Registration Statement.


SECTION
6.10.           Share Certificates.  The
Company will cooperate with the Holder and with the managing underwriter(s), if
any, to facilitate the timely preparation and delivery of certificates (not
bearing any restrictive legends) representing Registrable Securities to be
offered pursuant to a Registration Statement and will enable such certificates
to be in such denominations or amounts as the case may be, and registered in
such names as the Holder or the managing underwriter(s), if any, may reasonably
request.


SECTION
6.11.           Plan of Distribution.  At
the reasonable request of the Holder, the Company will promptly prepare and
file with the SEC such amendments (including post-effective amendments) and
supplements to a Registration Statement, and the prospectus used in connection
with such Registration Statement, as may be necessary in order to change the
plan of distribution set forth in such Registration Statement.


SECTION
6.12.           Securities Laws Compliance.  The
Company will comply with all applicable laws related to any Registration
Statement relating to the offer and sale of Registrable 



 19
 









Securities and with all applicable rules and regulations of
governmental authorities in connection therewith (including, without
limitation, the Securities Act, the Exchange Act and the rules and regulations
promulgated by the SEC).


SECTION
6.13.           Further Assurances.  The
Company will take all other reasonable actions as the Holder or the
underwriters, if any, may reasonably request to expedite and facilitate
disposition by the Holder of the Registrable Securities pursuant to any
Registration Statement.


SECTION
6.14.           Expenses.  The
Company will bear all reasonable expenses, other than underwriting discounts
and commissions, and transfer taxes, if any, incurred in connection with
registrations, filings or qualifications pursuant to Article VI of this
Agreement, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, the fees and disbursements
of counsel for the Company, and the reasonable fees and disbursements of the
Holder’s legal counsel.


SECTION
6.15.           Indemnification.  In
the event that any Registrable Securities are included in a Registration
Statement under this Agreement:


(a)                                  To the extent permitted by law, the Company
will indemnify, defend and hold harmless the Holder, and agents, employees,
attorneys, accountants, underwriters (as defined in the Securities Act) for the
Holder and any directors or officers of such Holder or such underwriter and any
person who controls the Holder or such underwriter within the meaning of the
Securities Act or the Exchange Act (each, a “Holder Indemnified Person”)
against any losses, claims, damages, expenses or liabilities (collectively, and
together with actions, proceedings or inquiries by any regulatory or
self-regulatory organization, whether commenced or threatened in respect
thereof, “Claims”) to which any of them become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such Claims arise out of or are
based upon any of the following statements, omissions or violations in a
Registration Statement filed pursuant to this Agreement, any post-effective
amendment thereof or any prospectus included therein:  (a) any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or
any post-effective amendment thereof or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, (b) any untrue statement or
alleged untrue statement of a material fact contained in the prospectus or any
preliminary prospectus (as it may be amended or supplemented) or the omission
or alleged omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, or (c) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act or any
other law, including without limitation any state securities law or any rule or
regulation thereunder (the matters in the foregoing clauses (a) through
(c) being, collectively, “Violations”). 
Subject to the restrictions set forth herein with respect to the number
of legal counsel, the Company will reimburse the Holder and each such attorney,
accountant, underwriter or controlling person and each such other Holder
Indemnified Person, promptly as such expenses are incurred and are due and
payable, for any legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any Claim.  Notwithstanding anything to the contrary
contained herein, the indemnification contained in this Section 6.15
(i) does not apply to a Claim by a Holder Indemnified Person arising out
of or based upon a Violation that occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Holder Indemnified
Person expressly for use in each Registration Statement or any such amendment
thereof or supplement thereto, if such prospectus or supplement thereto was
timely made available by the Company; and (ii) does not apply to amounts
paid in settlement of any Claim if such settlement is made without the prior
written consent of the Company, which consent will not be unreasonably withheld.
This indemnity obligation will remain in full force and effect regardless of
any investigation made by or on behalf of the Holder Indemnified Persons and
will survive the transfer of the Registrable Securities by the Holder.



 20
 









(b)                                  In connection with any Registration Statement
in which the Holder is participating, such Holder will indemnify and hold
harmless, the Company, each of its directors, each of its officers who signs
any Registration Statement, each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act, and any other
stockholder selling securities pursuant to a Registration Statement or any of
its directors or officers or any person who controls such stockholder within
the meaning of the Securities Act or the Exchange Act (each a “Company
Indemnified Person”) against any Claim to which any of them may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such Claim
arises out of or is based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished to the Company by such Purchaser
expressly for use in such Registration Statement.  Such Holder will promptly reimburse each Company
Indemnified Person for any legal or other expenses (promptly as such expenses
are incurred and due and payable) reasonably incurred by them in connection
with investigating or defending any such Claim. 
However, the indemnity agreement contained in this section does not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Holder, which consent will not be
unreasonably withheld, and the Holder will not be liable under this Agreement for
the amount of any Claim that exceeds the net proceeds actually received by the
Holder as a result of the sale of Registrable Securities pursuant to such
Registration Statement.  This indemnity
will remain in full force and effect regardless of any investigation made by or
on behalf of a Company Indemnified Party and will survive the transfer of the
Registrable Securities by the Holder.


(c)                                  If any proceeding shall be brought or any
claim asserted against any person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party promptly shall notify the person from whom
indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying
Party shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all
reasonable fees and expenses incurred in connection with defense thereof; provided,
however, that the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that such failure
shall have proximately and materially adversely prejudiced the Indemnifying
Party.


(d)                                  An Indemnified Party shall have the right to
employ separate counsel in any such proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Indemnified Parties unless: (i) the
Indemnifying Party has agreed in writing to pay such fees and expenses;
(ii) the Indemnifying Party shall have failed promptly to assume the
defense of such proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such proceeding; or (iii) the named parties
to any such proceeding (including any impleaded parties) include both such
Indemnified Party and the Indemnifying Party, and such Indemnified Party shall
have been advised by counsel that a conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, if such Indemnified Party notifies the Indemnifying Party
in writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the reasonable expense of the
Indemnifying Party; provided, however, that in no event shall the
Indemnifying Party be responsible for the fees and expenses of more than one
separate counsel).  The Indemnifying
Party shall not be liable for any settlement of any such proceeding effected
without its written consent, which consent shall not be unreasonably
withheld.  No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on Claims that are the subject matter of such
proceeding.



 21
 









(e)                                  Subject to the foregoing, all reasonable fees
and expenses of the Indemnified Party (including fees and expenses to the
extent incurred in connection with investigating or preparing to defend such
proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten (10) business days of
written notice thereof to the Indemnifying Party, which notice shall be
delivered no more frequently than on a monthly basis (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).


SECTION 6.16.                                    Transfer.  The
rights of the Holder hereunder, including the right to have the Company
register Registrable Securities pursuant to this Agreement, may be assigned by
the Holder to transferees or assignees of all or any portion of the Registrable
Securities, but only if (a) the Holder agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company within a reasonable time after such assignment,
(b) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being transferred or assigned, (c) after such
transfer or assignment, the further disposition of such securities by the
transferee or assignee is restricted under the Securities Act and applicable
state securities laws, (d) at or before the time the Company received the
written notice contemplated by clause (b) of this sentence, the transferee
or assignee agrees in writing with the Company to be bound by all of the
provisions contained herein, (e) such transfer is made in accordance with
the applicable requirements of this Agreement, and (f) the transferee is
an “accredited investor” as that term is defined in Rule 501 of Regulation D.


ARTICLE VII


MISCELLANEOUS


SECTION
7.01.           Expenses.  Each
party hereto will pay its own expenses in connection with the transactions
contemplated hereby, whether or not such transactions will be consummated; provided,
however, that the Company will pay the reasonable fees and disbursements of
the Purchaser’s special counsel, Andrews Kurth LLP, in connection with such
transactions, upon delivery of a reasonably itemized invoice setting forth the
services performed by such special counsel in connection with such
transactions.  The Purchaser may deduct
such fees from the amount to be delivered for the purchase of the Note pursuant
to Section 1.01.  The Company shall also
promptly pay upon demand the fees and disbursements of the Purchaser’s counsel
incurred in connection with any amendments, modifications, supplements or
waivers in connection with this Agreement or any ancillary document related
thereto upon delivery of a reasonably itemized invoice setting forth the
services performed by such special counsel in connection with such
transactions.


SECTION
7.02.           Survival of Agreements.  All
covenants, agreements, representations and warranties made in this Agreement,
the Security and Pledge Agreement or any certificate or instrument delivered to
the Purchaser pursuant to or in connection with this Agreement or the Security
and Pledge Agreement will survive the execution and delivery of this Agreement
or the Security and Pledge Agreement, the issuance, sale and delivery of the
Note, and with respect to the Note, until the repayment of the Note in full.


SECTION
7.03.           Brokerage.  Each
party hereto will indemnify and hold harmless the others against and in respect
of any claim for brokerage or other commissions relative to this Agreement or
to 



 22
 









the transactions contemplated hereby, based in any way on agreements,
arrangements or understandings made or claimed to have been made by such party
with any third party.


SECTION
7.04.           Parties in Interest.  All
representations, covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.  Without limiting the generality of
the foregoing, all representations, covenants and agreements benefiting the
Purchaser will inure to the benefit of any and all subsequent Holders from time
to time of the Note.


SECTION
7.05.           Notices.  All
notices, requests, consents and other communications hereunder will be in
writing and will be delivered in person, mailed by certified or registered
mail, return receipt requested, or sent by telecopier or recognized overnight
courier service, addressed as follows:


	
  if to the Company:

  	
  19700 Fairchild Road, Suite 230

  
	
   

  	
  Irvine,
  California 92612

  
	
   

  	
  fax: (949)
  955-0086

  
	
   

  	
  Attention: Chief
  Financial Officer

  
	
   

  	
   

  
	
  with a copy to:

  	
  Christopher D. Ivey, Esq.

  
	
   

  	
  Stradling Yocca
  Carlson & Rauth

  
	
   

  	
  660 Newport
  Center Drive, Suite 1600

  
	
   

  	
  Newport Beach,
  CA 92660

  
	
   

  	
  fax:
  (949) 725-4100

  
	
   

  	
   

  
	
  If to the Purchaser, at the address of such
  Purchaser set forth in Schedule I, and

  
	
   

  	
   

  
	
  with a copy to:

  	
  Paul N. Silverstein, Esq.

  
	
   

  	
  Andrews Kurth
  LLP

  
	
   

  	
  450 Lexington
  Avenue

  
	
   

  	
  New York, NY
  10017

  
	
   

  	
  fax:
  (212) 850-2929

  



 


SECTION
7.06.           Governing Law.  This
Agreement will be governed by and construed in accordance with the substantive
laws of the State of California without regard for conflicts of laws or choice
of laws principles.


SECTION
7.07.           Entire Agreement.  This
Agreement, including the Schedules and Exhibits hereto, along with the Note and
the Security and Pledge Agreement, constitutes the sole and entire agreement of
the parties with respect to the subject matter hereof.  All Schedules and Exhibits hereto are hereby
incorporated herein by reference.  There
are no other agreements of the parties and no party is relying on any
representations of the other not expressly set forth herein or any ancillary
document related hereto or thereto.  All
Schedules and Exhibits hereby are hereby incorporated herein by reference.


SECTION
7.08.           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.


SECTION
7.09.           Amendments.  This
Agreement may not be amended or modified, and no provisions hereof may be
waived, without the written consent of the Company and the Holder of the Note.



 23
 









SECTION
7.10.           Severability.  If
any provision of this Agreement will be declared void or unenforceable by any
judicial or administrative authority, the validity of any other provision and
of the entire Agreement will not be affected thereby.


SECTION
7.11.           Titles and Subtitles.  The
titles and subtitles used in this Agreement are for convenience only and are
not to be considered in construing or interpreting any term or provision of
this Agreement.


SECTION
7.12.           No Publicity. 
Except as expressly provided below, no party will make, issue or release
any public announcement, press release, statement or acknowledgment
(collectively, “Public Announcement”) of the existence of, or reveal publicly
the terms, conditions and status of, the transactions contemplated hereby,
without the prior written consent of the other party as to the content and time
of release of and the media in which such Public Announcement is to be made; provided,
however, that in the case of a Public Announcement which a party is
required by law to make, issue or release, the making, issuing or releasing of
any such Public Announcement, by a party so required to do so will not
constitute a breach if such party has given, to the extent reasonably possible,
not less than two (2) business days prior notice to the other party,
and has attempted, to the extent reasonably possible, to allow the other party
to review and approve such Public Announcement; provided further, however,
that upon the Company’s making of a Public Announcement regarding the existence
of, or the terms, conditions and status of, the transactions contemplated
hereby, whether pursuant to the filing of a Form 8-K or otherwise, subject to
the consent of the Company, which consent may not be unreasonably withheld, the
Purchaser may advertise the closing of the transactions contemplated by this
Agreement, and make appropriate announcements of the financial arrangements
entered into among the parties hereto, including, without limitation, announcements
commonly known as tombstones, in such trade publications, business journals,
newspapers of general circulation and to such selected parties as the Purchaser
will deem reasonably appropriate.


SECTION
7.13.           Usury Savings Clause.  The
parties intend to comply at all times with applicable usury laws.  If at any time such laws would render
usurious any amounts due under the Note under applicable law, then it is the
parties’ express intention that the Company not be required to pay interest on
the Note at a rate in excess of the maximum lawful rate, that the provisions of
this Section 7.13 will control over all other provisions of the Note which may
be in apparent conflict hereunder, that such excess amount will be immediately
credited to the principal balance of the Note (or, if the Note has been fully
paid, refunded by the Holder to the Company), and the provisions thereof will
immediately reformed and the amounts thereafter decreased, so as to comply with
the then applicable usury law, but also so as to permit the recovery of the
fullest amount otherwise due under the Note. 
The Company hereby represents and warrants that its assets are
sufficient to meet the requirements for exemption from the usury laws of the
State of California as provided by Section 25118 of the California Corporations
Code or any successor statute.


SECTION
7.14.           Further
Assurances.  The Company agrees
to (i) execute and deliver, or cause to be executed and delivered, all
such other and further agreements, documents and instruments and (ii) take
or cause to be taken all such other and further actions as the Purchaser may
reasonably request to effectuate the intent and purposes, and carry out the
terms, of this Agreement.


[Signature page follows]



 24
 









IN WITNESS WHEREOF, the
Company and the Purchaser have executed this Junior Secured Convertible
Promissory Note Purchase Agreement as of the day and year first above written.


	
  

  	
  DYNTEK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Casper W.
  Zublin, Jr.

  	
   

  
	
   

  	
  Name: Casper W.
  Zublin, Jr.

  
	
   

  	
  Title: Chief
  Executive Officer

  



 


PURCHASER:


TRUST A-4
- LLOYD I. MILLER


By:  PNC Bank, National Association,


Its:  Trustee


	
  By:

  	
  /s/ Lloyd I.
  Miller, III

  	
   

  
	
  Name: Lloyd I.
  Miller, III

  
	
  Title:
  Investment Advisor to Trustee

  



 



 25