Exhibit 10.2


THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS.  ANY TRANSFER OF SUCH SECURITIES
WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED
BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL
SATISFACTORY TO THE BORROWER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH
TRANSFER TO COMPLY WITH THE ACT AND BLUE SKY LAWS.


DynTek,
Inc.



Junior Secured Convertible Promissory Note


	
  Note No. 0001

  	
   

  
	
  $5,000,000.00

  	
  April 13, 2007

  



 


FOR
VALUE RECEIVED, subject to the terms and conditions of this Junior Secured
Convertible Promissory Note (the “Note”), DynTek, Inc., a Delaware
corporation with its principal offices located at 19700 Fairchild Road, Suite
230, Irvine, California (the “Borrower”), hereby promises to pay to the
order of Trust A-4 - Lloyd I. Miller, located at 4550 Gordon Drive, Naples,
Florida 34102 (the “Holder”), the principal sum of Five Million Dollars ($5,000,000.00),
in lawful money of the United States and in immediately available funds on April
13, 2012 or, if such day is not a regular business day, on the next business
day thereafter, with all accrued but unpaid interest (as provided below) to
such date (the “Maturity Date”). 
Subject to the terms and conditions of this Note (including without
limitation Section 7(f)), the Borrower also promises to pay to the Holder
interest accrued on the outstanding unpaid principal amount hereof until such
principal amount is paid (or converted as provided herein) at the rate of nine
percent (9.00%) per annum from the date hereof. 
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
Borrower’s sole option, all interest payments due and payable before
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 Interest Payment
Date, and interest will accrue on the aggregate principal amount.  The Note shall be due and payable in full at
the Maturity Date unless earlier converted in accordance with Section 3 of the
Note.  All interest payments due and
payable on and after June 30, 2010 must be paid in cash.  All payments due under this Note shall rank pari passu with the Junior Secured Convertible Promissory
Notes issued to Trust A-4 - Lloyd I. Miller on March 8, June 15, and September
26, 2006, respectively.


This Note is being issued pursuant to that certain Junior
Secured 













Convertible Note Purchase Agreement dated as
of the date hereof, by and between the Borrower and the Holder, (as amended,
supplemented or otherwise modified from time to time) (the “Note Purchase
Agreement”), and shall be entitled to the benefits thereof.  This Note is secured by a security interest
in all of the assets of Borrower and DynTek Services Inc., a Delaware
corporation and a wholly-owned subsidiary of the Borrower (“DSI”), as
described more fully in that certain Security and Pledge Agreement (as amended,
supplemented or otherwise modified from time to time) (the “Security
Agreement”) executed by Borrower, DSI and the Holder and dated as of the
date hereof.


Subject to the
terms and conditions of the Note Purchase Agreement, the Borrower may prepay
the Note in whole or in part without the prior written consent of the Holder.


1.                                       Definitions.  Unless the context otherwise requires, the
following terms shall have the following respective meanings:


“Act” means
the Securities Act of 1933, as amended.


“Blue Sky Laws”
means applicable state securities laws.


“Base Share
Price” shall have the meaning ascribed to such term in Section 4(f)(i)
hereof.


“Board”
shall mean the Borrower’s Board of Directors.


“Borrower”
shall have the meaning ascribed to such term in the first paragraph of this
Note.


“Common Stock”
shall mean shares of the Borrower’s Common Stock, par value $0.0001 per share.


“Conversion
Date” shall be the date upon which the Holder exercises its right to
convert the outstanding amounts under this Note into shares of Borrower’s
Common Stock in accordance with Section 3(a) of this Note, or the date
such amounts are automatically converted in accordance with the terms hereof.


“Conversion
Option” shall have the meaning ascribed to such term in Section 3(a)
hereof.


“Conversion
Price” shall have the meaning ascribed to such term in
Section 3(a) of this Note.


“Event of
Default” shall have the meaning ascribed to such term in Section
5(a) of this Note.



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“Fair Market
Value” shall mean the fair market value of a share of the Common Stock as
mutually determined in good faith by the Holder and the Board.


“Holder”
shall have the meaning ascribed to such term in the first paragraph of this
Note.


“Interest
Payment Date” shall have the meaning ascribed to such term in the first
paragraph of this Note.


“Maturity Date”
shall have the meaning ascribed to such term in the first paragraph of this
Note.


“Newly Issued
Shares” shall have the meaning ascribed to such term in Section 4(f)(i)
hereof.


“Note”
shall have the meaning ascribed to such term in the first paragraph of this
instrument.


“Note Purchase
Agreement” shall have the meaning ascribed to such term in the second
paragraph of this Note.


“Security
Agreement” shall have the meaning ascribed to such term in the second
paragraph of this Note.


2.                                       Accounting
Terms.  All accounting terms not
specifically defined in this Note shall be construed in accordance with United
States generally accepted accounting principles and, if applicable, consistent
with those applied in the preparation of the financial statements of the
Borrower.


3.                                       Conversion.


(a)                                  Voluntary
Conversion.  At any time until the
Note has been paid in full, the Holder has the right, at its option, to convert
all or any part of the outstanding principal amount (including any accrued but
unpaid interest on such principal amount) (the “Conversion Principal Amount”)
of this Note into shares of Common Stock (in accordance with the procedures
described under Section 3(b) of this Note) (the “Conversion Option”).  The number of shares of Common Stock into
which the Conversion Principal Amount is convertible is equal to (i) the
Conversion Principal Amount divided by (ii) the Conversion Price (as
defined below) in effect at the time of conversion.  The “Conversion Price” shall initially
be $0.175, subject to adjustment pursuant to Sections 3 and 4 hereof.


(b)                                 Conversion
Mechanics.  The Holder shall exercise
its right to convert by surrender of this Note, duly endorsed, at the office of
the Borrower, accompanied by written notice of conversion.  The Borrower shall forthwith issue and 



 3
 









deliver to the Holder certificates for the
number of shares of Common Stock to which Holder is entitled (bearing such
legends as may be required by applicable state and federal securities
laws).  If on any conversion of this Note
a fraction of a share results, then the Borrower will pay the Holder the cash
value of that fractional share (based upon the Fair Market Value).  All Common Stock issued upon the conversion
of this Note shall be validly issued, fully paid and non-assessable.  Any conversion shall be deemed to have
occurred as of the Conversion Date, and the Holder shall be treated for all
purposes as the record holder of such Common Stock as of that date.  Upon conversion of this Note into Common
Stock, Holder shall surrender this Note, duly endorsed, at the principal
offices of Borrower.  Borrower will, as
soon as practicable thereafter, issue and deliver to Holder a certificate for
the number of shares of Common Stock to which Holder is entitled upon such
conversion, plus a check payable to Holder for any cash amounts payable for
fractional shares and accrued but unpaid interest.  If the Holder converts less than all of the
indebtedness evidenced by this Note upon such conversion, then the Borrower
shall also issue a convertible promissory note of like tenor for the amount of
indebtedness not so converted.


(c)                                  Conversion
Covenants.  Subject to the terms
herein, the Borrower covenants that it will at all times promptly do any and all
lawful things necessary (i) to effect the conversion of this Note, or any
part thereof, as provided in this Note and, including, without limitation, by
proper corporate action taking all steps necessary to have available at all
times during which this Note remains outstanding all Common Stock issuable upon
the conversion of this Note and (ii) to ensure that the shares of Common
Stock issuable upon conversion of this Note are registered under the Act and
are freely transferable in the hands of the Holder, subject to the terms and
conditions of the registration provisions contained in the Note Purchase
Agreement.


4.                                       Dilution.  The number of shares of Common Stock issuable
under Section 3(a) of this Note shall be subject to adjustment from time
to time upon the happening of certain events as follows:


(a)                                  Adjustment
for Stock Splits and Combinations. 
If the Borrower at any time or from time to time after the date of this
Note effects a subdivision of shares of its Common Stock, the number of shares
of Common Stock issuable to Holder immediately before that subdivision shall be
proportionately increased, and conversely, if the Borrower at any time or from
time to time after the date of this Note combines shares of Common Stock into a
smaller number of shares, the number of shares of Common Stock issuable to
Holder immediately before the combination shall be proportionately
decreased.  In either case, the
Conversion Price will be proportionately adjusted as well.  Any adjustment under this clause
(a) shall become effective at the close of business on the date the
subdivision or combination becomes effective.


(b)                                 Adjustment
for Certain Dividends and Distributions. 
If the Borrower at any time or from time to time after the date of this
Note makes, or fixes a 



 4
 









record date for the determination of holders
of shares of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock, then and in each such event, the
number of shares of Common Stock issuable to Holder shall be increased as of
the time of such issuance, or, in the event such record date is fixed, as of
the close of business on such record date, by multiplying the maximum number of
shares of Common Stock issuable to Holder by a fraction (i) the numerator
of which shall be the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock
issuable in payment of such dividend or distribution plus the number of shares
of Common Stock issuable upon the conversion or exercise of the Borrower’s
outstanding convertible securities, warrants and options, and (ii) the
denominator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date, plus the number of shares of Common Stock
issuable upon the conversion or exercise of the Borrower’s outstanding
convertible securities, warrants and options.


(c)                                  Adjustments
for Other Dividends and Distributions. 
In the event the Borrower at any time or from time to time after the
date of this Note makes, or fixes a record date for the determination of
holders of shares of Common Stock entitled to receive a dividend or other
distribution payable in securities of the Borrower other than the shares of
Common Stock, then and in each such event, provision shall be made so that the
Holder, upon conversion of this Note, shall receive upon conversion thereof, in
addition to the number of shares of Common Stock receivable thereupon, the
amount of securities of the Borrower which the Holder would have received had
Holder been a holder of Common Stock on the date of such event and had
thereafter, during the period from the date of such event to and including the
Conversion Date, retained such securities receivable as aforesaid during such
period, subject to all other adjustments called for during such period under
this Section 4 with respect to the rights of the Holder.


(d)                                 Adjustment
for Reorganization, Consolidation, Merger. 
In the event of any reorganization of the Borrower (or any other
corporation, the stock or other securities of which are at the time receivable
upon the conversion of this Note) after the date hereof, or if, after such
date, the Borrower (or any such other corporation) shall consolidate with or
merge into another corporation or convey all or substantially all its assets to
another corporation, and to the extent any such transaction does not result in
the automatic conversion of this Note in accordance with the terms hereof, then
and in each such case Holder, upon the conversion hereof as provided herein, at
any time after the consummation of such reorganization, consolidation, merger
or conveyance, shall be entitled to receive, in lieu of the stock receivable
upon the conversion of this Note prior to such consummation, the stock or other
securities or property to which such Holder would have been entitled upon such
consummation if such Holder had converted this Note immediately prior
thereto.  In the event of such a
reorganization, consolidation or merger, the corporation whose stock or other
securities or property to which Holder 



 5
 









would be entitled shall execute and deliver
to Holder no later than the closing of such transaction an instrument or other
writing, reasonably satisfactory to Holder, acknowledging its obligation to
issue such stock or other securities or other property upon the conversion of
this Note.


(e)                                  Adjustment
for Reclassification, Exchange and Substitution.  In the event that at any time or from time to
time after the date of this Note, the shares of Common Stock are changed into
the same or a different number of shares of any class of stock, whether by
recapitalization, reclassification or otherwise (other than a subdivision or
combination of shares or stock dividend or a reorganization, merger,
consolidation or sale of assets, provided for elsewhere in this Section 4),
then and in any such event the kind and amount of stock and other securities
and property receivable upon such recapitalization, reclassification or other
change shall be used for calculation of the number of shares of Common Stock
issuable to the Holder, all subject to further adjustment as provided in this Note.


(f)                                    Sale
of Shares Below Conversion Price.


(i)                     In case at
any time on or after the date first written above, the Borrower shall issue or
sell shares of its Common Stock or instruments convertible into or exercisable
for Common Stock (collectively, the “Newly Issued Shares”), at a price
below the Conversion Price in effect at the time of such issuance (the “Base
Share Price”), then the Conversion Price shall be reduced to equal the Base
Share Price.  In each such case, the
Conversion Price shall be reduced as of the opening of business on the date
immediately following such issue or sale of Newly Issued Shares. In no instance
shall an adjustment be made under this Section 4(f)(i) if it would cause the
Conversion Price to be increased.


(ii)                                  Notwithstanding
the foregoing, no adjustment shall be made under this Section 4(f) by reason
of:


(1)                                  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; and


(2)                                  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.


(g)                                 Certificate
as to Adjustment.  In each case of an
adjustment of the Conversion Price or the number of shares of Common Stock
issuable upon conversion of the Note, upon the request of the Holder, the
Borrower shall compute such adjustment in accordance with the provisions of
this Note and prepare a letter or certificate setting forth such adjustment,
and showing in detail the facts upon which such adjustment is based.  Notwithstanding the delivery of such letter
or certificate, Holder 



 6
 









shall have the right to dispute the
calculation of such adjustment by written notice to Borrower setting forth
Holder’s alternative calculation of such adjustment.


5.                                       Events
of Default.


(a)                                  Events
Constituting An Event of Default. 
Any of the events set forth in Section 1.10 of the Note Purchase
Agreement, which section is incorporated herein by reference, shall constitute
an “Event of Default” under this Note.


(b)                                 Consequences
of an Event of Default.  Upon the
occurrence of an Event of Default or at any time thereafter, the registered
holder of the Note may, by notice to the Borrower, declare the entire unpaid
principal amount of the Note, all interest accrued and unpaid thereon and all
other amounts payable under this Note 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 1.10(e) of the Note Purchase Agreement, in which case
all such amounts will automatically become due and payable) without offset or
counterclaim of any kind and without presentment, demand, protest or further
notice of any kind, and without regard to the running of the statute of
limitations, all of which are by this Note expressly waived by the Borrower.


6.                                       Registration.  Pursuant to the terms and conditions of the
Note Purchase Agreement, the Common Stock to be issued to the Holder upon
conversion will be registered with the U.S. Securities and Exchange Commission
(“SEC”) under a registration statement on Form S-1 or any other form then available to the Company under applicable SEC
rules and regulations and will not be subject to any restrictions on
transfer.


7.                                       General
Matters.


(a)                                  Applicable
Law.  This Note shall be governed by
the internal laws (and not the law of conflicts) of the State of California.


(b)                                 Fees
and Expenses. In the event that any suit or action is instituted to enforce
any provision under this Note, the prevailing party in such dispute shall be
entitled to recover from the losing party all fees, costs and expenses of
enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals. 
Notwithstanding the foregoing, the Borrower agrees to pay and hold
Holder harmless against liability for the payment of the reasonable fees and
expenses of Holder (including, without limitation, attorneys’ fees and expenses
and out of pocket expenses of Holder and its representatives, including,
without limitation, fees and expenses for travel, background investigations and
outside consultants) arising in connection with any refinancing or 



 7
 









restructuring of the credit arrangements
provided under this Note in the nature of a “work-out” or pursuant to any
insolvency or bankruptcy proceedings.


(c)                                  Amendment
or Waiver.  Any term of this Note may
be amended, and the observance of any term of this Note may be waived (either
generally or in a particular instance and either retroactively or
prospectively) only by the written consent of the Holder.


(d)                                 Headings.  The headings in this Note are for purposes of
convenience of reference only, and shall not be deemed to constitute a part of
this Note.


(e)                                  Notices.  All notices, requests, consents and other
communications required or permitted hereunder shall be in writing (including
telecopy or similar writing) and shall be sent to the address of the party set
forth in the Note Purchase Agreement. 
Any notice, request, consent or other communication hereunder shall be
deemed to have been given and received on the day on which it is delivered (by
any means including personal delivery, overnight air courier, United States
mail) or telecopied (or, if such day is not a business day or if the notice,
request, consent or communication is not telecopied during business hours of
the intended recipient, at the place of receipt, on the next following business
day).  Any of the parties hereto may, by
notice given hereunder, designate any further or different address and/or
number to which subsequent notices or other communications shall be sent.  Unless and until such written notice is
received, the addresses and numbers as provided herein shall be deemed to
continue in effect for all purposes hereunder.


(f)                                    Usury
Limitation.  In no event shall the
amount paid or agreed to be paid to the Holder for the use or forbearance of
money to be advanced hereunder exceed the highest lawful rate permissible under
the then applicable usury laws.  If it is
hereafter determined by a court of competent jurisdiction that the interest
payable hereunder is in excess of the amount which the Holder may legally
collect under the then applicable usury laws, such amount which would be
excessive interest shall be applied to the payment of the unpaid principal
balance due hereunder and not to the payment of interest or, if all principal
shall previously have been paid, promptly repaid by the Holder to the Borrower.


(g)                                 Severability.  Every provision of this Note is intended to
be severable. If any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid, such illegal or invalid term
or provision shall not affect the balance of the terms and provisions hereof,
which terms and provisions shall remain binding and enforceable.


[Remainder of Page Intentionally Left Blank]



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IN WITNESS
WHEREOF, the Borrower has caused this Junior Secured Convertible Promissory
Note to be executed as of the day and year first above written.


 


	
  

  	
  DYNTEK, INC., a Delaware corporation

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
    /s/
  Casper W. Zublin, Jr.

  	
   

  
	
   

  	
  Name: Casper W. Zublin, Jr.

  	 

	
   

  	
  Title: Chief Executive Officer

  	 

					



 



 9