RATE, THAT THE PROVISIONS OF THIS SECTION 1(B) SHALL CONTROL
OVER ALL OTHER PROVISIONS OF THIS NOTE WHICH MAY BE IN APPARENT CONFLICT
HEREUNDER, THAT SUCH EXCESS AMOUNT SHALL BE IMMEDIATELY CREDITED TO THE
PRINCIPAL BALANCE OF THIS NOTE (OR, IF THIS NOTE HAS BEEN FULLY PAID, REFUNDED
BY THE HOLDER TO THE COMPANY), AND THE PROVISIONS HEREOF SHALL IMMEDIATELY
REFORMED AND THE AMOUNTS THEREAFTER DECREASED, SO AS TO COMPLY WITH THE THEN
APPLICABLE USURY LAW, BUT SO AS TO PERMIT THE RECOVERY OF THE FULLEST AMOUNT
OTHERWISE DUE UNDER THIS NOTE.
2.
PREPAYMENT.
THE COMPANY MAY PREPAY, IN WHOLE OR
IN PART, THE OUTSTANDING PRINCIPAL AND ACCRUED INTEREST UNDER THIS NOTE BY
TENDER TO THE HOLDER OF FUNDS BY CHECK OR WIRE TRANSFER OF A PORTION OR ALL OF
THE OUTSTANDING PRINCIPAL, AND BY PAYMENT OF THE COMPANY COMMON STOCK IN
ACCORDANCE WITH SECTION 1(B) ABOVE WITH RESPECT TO THE ACCRUED AND UNPAID
INTEREST.
3.
SECURITY INTEREST.
THE COMPANY HEREBY PLEDGES
AND GRANTS TO HOLDER A CONTINUING SECURITY INTEREST IN ALL OF ITS RIGHT, TITLE,
AND INTEREST IN AND TO THE COLLATERAL (AS SUCH TERM IS DEFINED HEREIN), TO
SECURE THE PROMPT PAYMENT AND PERFORMANCE OF ALL OF THE COMPANY'S PRESENT DEBTS,
OBLIGATIONS, AND LIABILITIES OF WHATEVER NATURE TO THE HOLDER, INCLUDING,
WITHOUT LIMITATION, ALL OBLIGATIONS OF THE COMPANY ARISING FROM OR RELATING TO
THIS NOTE.
THE COMPANY HEREBY AGREES TO EXECUTE AND DELIVER SUCH FURTHER
DOCUMENTATION AND TAKE SUCH FURTHER ACTION AS THE HOLDER MAY REQUEST IN ORDER TO
ENFORCE AND PROTECT THE AFORESAID SECURITY INTEREST.
THE COMPANY HEREBY
AUTHORIZES THE HOLDER TO FILE ONE OR MORE FINANCING STATEMENTS OR CONTINUATION
STATEMENTS IN RESPECT THEREOF, AND AMENDMENTS THERETO, RELATING TO ALL OR ANY
PART OF THE COLLATERAL WITHOUT THE SIGNATURE OF THE COMPANY WHERE PERMITTED BY
LAW.
THE SECURITY INTEREST GRANTED TO THE HOLDER BY THE COMPANY PURSUANT TO
THIS NOTE IS AND SHALL REMAIN SUBORDINATE AND JUNIOR TO THE SECURITY INTEREST
THE COMPANY GRANTED TO NEW ENGLAND TECHNOLOGY FINANCE, LLC, A DELAWARE LIMITED
LIABILITY COMPANY ("NETF"), PURSUANT TO THAT CERTAIN ASSET PURCHASE AND
LIABILITY ASSUMPTION AGREEMENT (THE "APLA"), DATED AUGUST 8, 2005, AMONG THE
COMPANY, NETF AND DYNTEK SERVICES, INC., A DELAWARE CORPORATION AND A WHOLLY
OWNED SUBSIDIARY OF THE COMPANY, IN ALL RESPECTS.
PURSUANT TO THE APLA, (I)
NETF PROVIDES FINANCING TO THE COMPANY FOR CERTAIN PRODUCT PURCHASES TO ELIGIBLE
CUSTOMERS ON AN ONGOING BASIS, WHICH AMOUNT FINANCED IS BORROWED BY THE COMPANY,
OWED TO NETF AND SECURED BY THE PRODUCT PURCHASED FOR THE ELIGIBLE CUSTOMER (THE
"EQUIPMENT") AND THE ACCOUNTS RECEIVABLE CREATED FROM THE SALE OF EQUIPMENT BY
THE COMPANY TO SUCH CUSTOMERS, AND (II) THE COMPANY SELLS AND ASSIGNS CERTAIN
ACCOUNTS RECEIVABLE TO NETF (COLLECTIVELY WITH THE EQUIPMENT, THE "NETF
ASSETS").
4.
COLLATERAL.
"COLLATERAL" SHALL MEAN ALL OF THE
COMPANY'S RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING PROPERTY (WHETHER
NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED WHEREVER LOCATED); PROVIDED, THAT,
SUCH COLLATERAL SHALL EXPRESSLY EXCLUDE ANY AND ALL NETF ASSETS:
(A)