NECESSARY OR PROPER IN ORDER TO
COMPLETE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(I)
AMENDMENTS.
NO AMENDMENT OR MODIFICATION OF THIS AGREEMENT SHALL
BE DEEMED EFFECTIVE UNLESS MADE IN WRITING SIGNED BY THE PARTIES HERETO.
(J)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(K)
INTEGRATION.
EXECUTIVE AND THE COMPANY AGREE THAT THIS AGREEMENT
AND THE STOCK OPTION AGREEMENT TO BE ISSUED PURSUANT TO SECTION 3 HEREOF ARE THE
SOLE AGREEMENTS BETWEEN THEM REGARDING THE SUBJECT MATTER HEREIN AND EMBODIES
ALL TERMS, PROMISES, REPRESENTATIONS, AND UNDERSTANDING REGARDING THE SUBJECT
MATTER HEREIN, AND THAT NO REPRESENTATIONS, INDUCEMENTS, OR PROMISES HAVE BEEN
MADE EXCEPT AS EXPRESSLY STATED HEREIN.
(L)
INTERPRETATION.
THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST
ANY PARTY MERELY BECAUSE THAT PARTY DRAFTED OR REVISED THE PROVISION IN
QUESTION, AND IT SHALL NOT BE CONSTRUED AS AN ADMISSION BY THE COMPANY OR
EXECUTIVE OF ANY IMPROPER, WRONGFUL, OR UNLAWFUL ACTIONS, OR ANY OTHER
WRONGDOING AGAINST THE OTHER, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY
LIABILITY TO OR WRONGFUL ACTS AGAINST THE OTHER.
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year set forth below.
DYNTEK , INC., a Delaware corporation
Date:
May 26, 2005
By:
/s/ Casper Zublin
Casper Zublin, Chief Operating Officer
STEVEN J. ROSS
Date:
May 26, 2005
/s/ Steven J. Ross
7
SCHEDULE A
Personal Equipment
All cellphones, home office computer & network equipment and laptop currently in
use by Executive
8