DYNTEK INC
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>e16793ex10-4.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
                                                                    Exhibit 10.4

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of January 30, 2004, by and between DynTek, Inc., a Delaware corporation
(the "Company"), and __________. (the "Purchaser").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as of the date hereof,  by and between the  Purchaser and the Company (the
"Securities  Purchase  Agreement"),  and  pursuant to the Note and the  Warrants
referred to therein.

      The Company and the Purchaser hereby agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Securities  Purchase  Agreement  shall have the meanings
given  such  terms  in the  Securities  Purchase  Agreement.  As  used  in  this
Agreement, the following terms shall have the following meanings:

            "Commission" means the Securities and Exchange Commission.

            "Common  Stock" means shares of the Company's  Class A common stock,
par value $0.0001 per share.

            "Effectiveness Date" means the 90th day following the Filing Date.

            "Effectiveness  Period"  shall have the meaning set forth in Section
2(a).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended, and any successor statute.

            "Filing  Date"  means,  with respect to the  Registration  Statement
required to be filed  hereunder,  twenty (20) days following the date upon which
the  registration  statement  filed by the  Company  in  February  2004 has been
declared effective Company but no later than May 30, 2004.

            "Holder" or "Holders"  means the Purchaser or any of its  affiliates
or transferees to the extent any of them hold Registrable Securities.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(c).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(c).

            "Note"  has  the  meaning  set  forth  in  the  Securities  Purchase
Agreement.

            "Proceeding"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus"  means  the  prospectus  included  in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted

<PAGE>

from a  prospectus  filed  as part of an  effective  registration  statement  in
reliance upon Rule 430A  promulgated  under the  Securities  Act), as amended or
supplemented  by any  prospectus  supplement,  with  respect to the terms of the
offering  of  any  portion  of  the  Registrable   Securities   covered  by  the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

            "Registrable  Securities"  means the shares of Common  Stock  issued
upon the conversion of the Note and issuable upon exercise of the Warrants.

            "Registration  Statement" means each registration statement required
to be filed hereunder,  including the Prospectus,  amendments and supplements to
such  registration  statement or Prospectus,  including pre- and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

            "Rule 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 424" means Rule 424 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Securities  Act" means the Securities Act of 1933, as amended,  and
any successor statute.

            "Securities  Purchase  Agreement"  means the  agreement  between the
parties  hereto  calling  for the  issuance  by the  Company  of  $3,500,000  of
convertible Notes plus Warrants.

            "Trading  Market" means any of the NASD OTC Bulletin  Board,  NASDAQ
SmallCap Market,  the Nasdaq National Market, the American Stock Exchange or the
New York Stock Exchange.

            "Warrants" means the Common Stock purchase  warrants issued pursuant
to the Securities Purchase Agreement.

            2. Registration.

                  (a) On or prior to the Filing Date the Company  shall  prepare
            and file with the Commission a Registration  Statement  covering the
            Registrable  Securities  for an offering to be made on a  continuous
            basis pursuant to Rule 415. The  Registration  Statement shall be on
            Form S-B2 or Form S-3 (except if the Company is not then eligible to
            register for resale the Registrable  Securities on Form S-B2 or Form
            S-3, in which case such


                                      -2-
<PAGE>

            registration  shall be on  another  appropriate  form in  accordance
            herewith).  The Company  shall cause the  Registration  Statement to
            become  effective  and remain  effective  as  provided  herein.  The
            Company  shall use its  reasonable  commercial  efforts to cause the
            Registration Statement to be declared effective under the Securities
            Act as  promptly as possible  after the filing  thereof,  but in any
            event no later than the  Effectiveness  Date.  The Company shall use
            its reasonable commercial efforts to keep the Registration Statement
            continuously effective under the Securities Act until the date which
            is the earlier date of when (i) all Registrable Securities have been
            sold or (ii)  all  Registrable  Securities  may be sold  immediately
            without  registration  under the  Securities  Act and without volume
            restrictions  pursuant to Rule 144(k),  as determined by the counsel
            to the Company  pursuant to a written opinion letter to such effect,
            addressed and  acceptable to the  Company's  transfer  agent and the
            affected Holders (the "Effectiveness Period").

                  (b) If:  (i) the  Registration  Statement  is not  filed on or
            prior to the Filing  Date;  (ii) the  Registration  Statement is not
            declared  effective by the  Commission  by the  Effectiveness  Date;
            (iii) after the  Registration  Statement  is filed with and declared
            effective by the Commission, the Registration Statement ceases to be
            effective  (by  suspension  or  otherwise)  as  to  all  Registrable
            Securities  to which it is  required  to relate at any time prior to
            the expiration of the Effectiveness  Period (without being succeeded
            immediately  by  an  additional  registration  statement  filed  and
            declared  effective) for a period of time which shall exceed 30 days
            in the aggregate per year or more than 20 consecutive calendar days;
            or (iv) the Common  Stock is not listed or quoted,  or is  suspended
            from  trading  on any  Trading  Market  for a period  of  three  (3)
            consecutive  Trading Days  (provided the Company shall not have been
            able to cure such  trading  suspension  within 30 days of the notice
            thereof or list the Common Stock on another  Trading  Market);  (any
            such  failure or breach  being  referred to as an  "Event,"  and for
            purposes of clause (i) or (ii) the date on which such Event  occurs,
            or for  purposes  of clause  (iii) the date  which such 30 day or 20
            consecutive  day  period  (as the case may be) is  exceeded,  or for
            purposes of clause (iv) the date on which such three (3) Trading Day
            period is exceeded,  being referred to as "Event Date"),  then until
            the applicable  Event is cured, the Company shall pay to each Holder
            an amount in cash, as liquidated damages and not as a penalty, equal
            to one half percent (.5%) for each thirty (30) day period  (prorated
            for  partial  periods) on a daily  basis of the  original  principal
            amount of the Note.  While such  Event  continues,  such  liquidated
            damages shall be paid not less often than each thirty (30) days. Any
            unpaid  liquidated  damages  as of the date  when an Event  has been
            cured by the Company  shall be paid within three (3) days  following
            the date on which such Event has been cured by the Company.

                  (c) Within three business days of the Effectiveness  Date, the
            Company  shall  cause  its  counsel  to  issue  a  blanket   opinion
            substantially  in the form  attached  hereto  as  Exhibit  A, to the
            transfer  agent  stating that the shares are subject to an effective
            registration  statement  and can be  reissued  free  of  restrictive
            legend  upon  notice of a sale by  __________  and  confirmation  by
            __________  that  it  has  complied  with  the  prospectus  delivery
            requirements, provided that the Company has not advised the transfer
            agent  orally or in writing  that the  opinion  has been  withdrawn.
            Copies of the blanket opinion required by this Section 2(c) shall be
            delivered to __________ within the time frame set forth above.


                                      -3-
<PAGE>

      3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the Commission the Registration  Statement
      with  respect  to such  Registrable  Securities,  respond as  promptly  as
      possible to any comments  received from the  Commission,  and use its best
      efforts to cause the Registration Statement to become and remain effective
      for the Effectiveness Period with respect thereto, and promptly provide to
      the  Purchaser  copies of all  filings and  Commission  letters of comment
      relating thereto;

            (b)  prepare  and  file  with the  Commission  such  amendments  and
      supplements  to the  Registration  Statement  and the  Prospectus  used in
      connection  therewith as may be necessary to comply with the provisions of
      the  Securities  Act with respect to the  disposition  of all  Registrable
      Securities  covered  by  the  Registration  Statement  and  to  keep  such
      Registration Statement effective until the expiration of the Effectiveness
      Period;

            (c)  furnish  to  the  Purchaser   such  number  of  copies  of  the
      Registration Statement and the Prospectus included therein (including each
      preliminary  Prospectus)  as  the  Purchaser  reasonably  may  request  to
      facilitate the public sale or disposition  of the  Registrable  Securities
      covered by the Registration Statement;

            (d) use its commercially  reasonable  efforts to register or qualify
      the  Purchaser's   Registrable  Securities  covered  by  the  Registration
      Statement  under the  securities or "blue sky" laws of such  jurisdictions
      within  the  United  States  as  the  Purchaser  may  reasonably  request,
      provided,  however,  that the  Company  shall not for any such  purpose be
      required  to  qualify   generally  to  transact   business  as  a  foreign
      corporation in any jurisdiction where it is not so qualified or to consent
      to general service of process in any such jurisdiction;

            (e) list the  Registrable  Securities  covered  by the  Registration
      Statement  with any  securities  exchange on which the Common Stock of the
      Company is then listed;

            (f)  immediately  notify the Purchaser at any time when a Prospectus
      relating  thereto is required to be delivered under the Securities Act, of
      the  happening of any event of which the Company has knowledge as a result
      of which the Prospectus contained in such 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 not misleading in light of the circumstances  then
      existing; and

            (g) make available for inspection by the Purchaser and any attorney,
      accountant  or  other  agent  retained  by  the  Purchaser,  all  publicly
      available,   non-confidential   financial  and  other  records,  pertinent
      corporate documents and properties of the Company, and cause the Company's
      officers,  directors  and  employees  to supply  all


                                      -4-
<PAGE>

      publicly available,  non-confidential  information reasonably requested by
      the attorney, accountant or agent of the Purchaser.

      4.  Registration   Expenses.   All  expenses  relating  to  the  Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer  agents and  registrars,  fees of, and  disbursements  incurred by, one
counsel for the Holders (to the extent such counsel is required due to Company's
failure to meet any of its  obligations  hereunder),  are  called  "Registration
Expenses".  All  selling  commissions  applicable  to the  sale  of  Registrable
Securities,  including any fees and  disbursements of any special counsel to the
Holders  beyond those included in  Registration  Expenses,  are called  "Selling
Expenses." The Company shall only be responsible for all Registration Expenses.

      5. Indemnification.

            (a) In the event of a  registration  of any  Registrable  Securities
      under the  Securities  Act  pursuant to this  Agreement,  the Company will
      indemnify and hold harmless the Purchaser, and its officers, directors and
      each other person,  if any, who controls the Purchaser  within the meaning
      of the Securities Act, against any losses, claims, damages or liabilities,
      joint or  several,  to which the  Purchaser,  or such  persons  may become
      subject under the  Securities  Act or  otherwise,  insofar as such losses,
      claims,  damages or liabilities (or actions in respect  thereof) arise out
      of or are based upon any untrue  statement or alleged untrue  statement of
      any material fact contained in any Registration Statement under which such
      Registrable  Securities were registered  under the Securities Act pursuant
      to  this  Agreement,   any  preliminary  Prospectus  or  final  Prospectus
      contained therein, or any amendment or supplement thereof, or arise out of
      or are based upon 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,  and will reimburse the Purchaser,  and
      each such person for any reasonable  legal or other  expenses  incurred by
      them in connection with  investigating or defending any such loss,  claim,
      damage, liability or action; provided,  however, that the Company will not
      be liable in any such case if and to the extent that any such loss, claim,
      damage or liability  arises out of or is based upon an untrue statement or
      alleged  untrue  statement  or  omission  or alleged  omission  so made in
      conformity with information  furnished by or on behalf of the Purchaser or
      any such person in writing specifically for use in any such document.

            (b) In the event of a  registration  of the  Registrable  Securities
      under the  Securities Act pursuant to this  Agreement,  the Purchaser will
      indemnify and hold harmless the Company,  and its officers,  directors and
      each other person,  if any, who controls the Company within the meaning of
      the Securities Act,  against all losses,  claims,  damages or liabilities,
      joint or several,  to which the Company or such persons may become subject
      under the  Securities  Act or otherwise,  insofar as such losses,  claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based  upon any  untrue  statement  or  alleged  untrue  statement  of any
      material  fact which was  furnished  in writing  by the  Purchaser  to the
      Company  expressly for use in (and such  information  is


                                      -5-
<PAGE>

      contained  in) the  Registration  Statement  under which such  Registrable
      Securities  were  registered  under the  Securities  Act  pursuant to this
      Agreement,  any  preliminary  Prospectus  or  final  Prospectus  contained
      therein,  or any amendment or supplement  thereof,  or arise out of or are
      based upon 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,  and will  reimburse  the  Company and each such
      person for any  reasonable  legal or other  expenses  incurred  by them in
      connection with  investigating or defending any such loss, claim,  damage,
      liability or action, provided,  however, that the Purchaser will be liable
      in any such  case if and only to the  extent  that any such  loss,  claim,
      damage or liability  arises out of or is based upon an untrue statement or
      alleged  untrue  statement  or  omission  or alleged  omission  so made in
      conformity with  information  furnished in writing to the Company by or on
      behalf  of the  Purchaser  specifically  for  use in  any  such  document.
      Notwithstanding the provisions of this paragraph,  the Purchaser shall not
      be required to  indemnify  any person or entity in excess of the amount of
      the  aggregate  net  proceeds  received  by the  Purchaser  in  respect of
      Registrable  Securities in  connection  with any such  registration  under
      applicable securities law.

            (c)   Promptly   after   receipt  by  a  party   entitled  to  claim
      indemnification  hereunder  (an  "Indemnified  Party")  of  notice  of the
      commencement of any action,  such Indemnified  Party shall, if a claim for
      indemnification  in respect  thereof is to be made  against a party hereto
      obligated to indemnify such Indemnified Party (an  "Indemnifying  Party"),
      notify the Indemnifying  Party in writing thereof,  but the omission so to
      notify the  Indemnifying  Party  shall not  relieve it from any  liability
      which it may have to such Indemnified  Party other than under this Section
      5(c) and shall  only  relieve it from any  liability  which it may have to
      such  Indemnified  Party under this  Section 5(c) if and to the extent the
      Indemnifying Party is prejudiced by such omission. In case any such action
      shall be brought  against any  Indemnified  Party and it shall  notify the
      Indemnifying  Party of the commencement  thereof,  the Indemnifying  Party
      shall be entitled to  participate  in and, to the extent it shall wish, to
      assume  and  undertake  the  defense   thereof  with  counsel   reasonably
      satisfactory  to such  Indemnified  Party,  and,  after  notice  from  the
      Indemnifying  Party to such Indemnified Party of its election so to assume
      and undertake the defense  thereof,  the  Indemnifying  Party shall not be
      liable to such  Indemnified  Party under this  Section  5(c) for any legal
      expenses  subsequently  incurred by such  Indemnified  Party in connection
      with  the  defense  thereof;  if the  Indemnified  Party  retains  its own
      counsel, then the Indemnified Party shall pay all fees, costs and expenses
      of such counsel,  provided,  however,  that, if the defendants in any such
      action include both the Indemnified  Party and the Indemnifying  Party and
      the Indemnified  Party shall have  reasonably  concluded that there may be
      reasonable defenses available to it which are different from or additional
      to those  available to the  Indemnifying  Party or if the interests of the
      Indemnified  Party reasonably may be deemed to conflict with the interests
      of the Indemnifying  Party, the Indemnified  Party shall have the right to
      select  one  separate  counsel  and to  assume  such  legal  defenses  and
      otherwise  to  participate  in  the  defense  of  such  action,  with  the
      reasonable expenses and fees of such separate counsel and other reasonable
      expenses   related  to  such   participation   to  be  reimbursed  by  the
      Indemnifying Party as incurred.


                                      -6-
<PAGE>

            (d) In order to provide for just and equitable  contribution  in the
      event of joint  liability  under the  Securities  Act in any case in which
      either (i) the Purchaser,  or any officer,  director or controlling person
      of the  Purchaser,  makes a claim  for  indemnification  pursuant  to this
      Section  5 but it is  judicially  determined  (by  the  entry  of a  final
      judgment or decree by a court of competent jurisdiction and the expiration
      of time to appeal or the  denial of the last  right of  appeal)  that such
      indemnification may not be enforced in such case  notwithstanding the fact
      that this Section 5 provides  for  indemnification  in such case,  or (ii)
      contribution  under the  Securities Act may be required on the part of the
      Purchaser or such officer, director or controlling person of the Purchaser
      in circumstances for which  indemnification is provided under this Section
      5;  then,  and in each such  case,  the  Company  and the  Purchaser  will
      contribute to the aggregate  losses,  claims,  damages or  liabilities  to
      which  they  may be  subject  (after  contribution  from  others)  in such
      proportion  so that the  Purchaser  is  responsible  only for the  portion
      represented  by the  percentage  that  the  public  offering  price of its
      securities  offered  by the  Registration  Statement  bears to the  public
      offering price of all securities  offered by such Registration  Statement,
      provided,  however,  that, in any such case, (A) the Purchaser will not be
      required to contribute  any amount in excess of the public  offering price
      of all  such  securities  offered  by it  pursuant  to  such  Registration
      Statement;   and  (B)  no   person  or   entity   guilty   of   fraudulent
      misrepresentation  (within the meaning of Section 10(f) of the  Securities
      Act) will be  entitled to  contribution  from any person or entity who was
      not guilty of such fraudulent misrepresentation.

      6. Representations and Warranties.

            (a) The  Common  Stock of the  Company  is  registered  pursuant  to
      Section  12(b) or 12(g) of the  Exchange  Act and,  except with respect to
      certain  matters  which the  Company has  disclosed  to the  Purchaser  on
      Schedule 4.21 to the Securities Purchase Agreement, the Company has timely
      filed all proxy  statements,  reports,  schedules,  forms,  statements and
      other  documents  required to be filed by it under the  Exchange  Act. The
      Company  has filed (i) its Annual  Report on Form 10-K for the fiscal year
      ended  June 30,  2003 and (ii) its  Quarterly  Report on Form 10-Q for the
      fiscal quarter ended September 30, 2003 (collectively, the "SEC Reports").
      Each SEC Report was, at the time of its filing, in substantial  compliance
      with the  requirements of its respective form and none of the SEC Reports,
      nor the financial  statements (and the notes thereto)  included in the SEC
      Reports,  as of  their  respective  filing  dates,  contained  any  untrue
      statement of a material  fact or omitted 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
      financial  statements of the Company included in the SEC Reports comply as
      to form in all material respects with applicable  accounting  requirements
      and the  published  rules  and  regulations  of the  Commission  or  other
      applicable  rules and  regulations  with respect  thereto.  Such financial
      statements  have been  prepared  in  accordance  with  generally  accepted
      accounting  principles  ("GAAP")  applied on a consistent basis during the
      periods  involved  (except  (i) as  may be  otherwise  indicated  in  such
      financial statements or the notes thereto or (ii) in the case of unaudited
      interim statements, to the extent they may not include footnotes or may be
      condensed)  and fairly  present in all  material  respects  the  financial
      condition, the results of operations and the


                                      -7-
<PAGE>

      cash flows of the Company and its subsidiaries,  on a consolidated  basis,
      as of, and for, the periods presented in each such SEC Report.

            (b) The Common  Stock is listed for  trading on the Nasdaq  SmallCap
      Market and satisfies all requirements for the continuation of such listing
      (other than its "bid price being less than $1.00 on the date hereof).  The
      Company has not received any notice that its Common Stock will be delisted
      from the Nasdaq  SmallCap Market (except for prior notices which have been
      fully  remedied) or that the Common  Stock does not meet all  requirements
      for the continuation of such listing.

            (c) 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 of any security or solicited any offers to buy any security under
      circumstances that would cause the offering of the Securities  pursuant to
      the Securities Purchase Agreement to be integrated with prior offerings by
      the Company for  purposes of the  Securities  Act which would  prevent the
      Company  from  selling  the Common  Stock  pursuant  to Rule 506 under the
      Securities Act, or any applicable  exchange-related  stockholder  approval
      provisions,  nor will the Company or any of its affiliates or subsidiaries
      take any action or steps that would cause the  offering of the  Securities
      to be integrated with other offerings.

            (d) The Warrants,  the Note and the shares of Common Stock which the
      Purchaser  may  acquire  pursuant  to the  Warrants  and the  Note are all
      restricted  securities  under  the  Securities  Act as of the date of this
      Agreement.  The Company  will not issue any stop  transfer  order or other
      order impeding the sale and delivery of any of the Registrable  Securities
      at such time as such Registrable Securities are registered for public sale
      or an exemption  from  registration  is  available,  except as required by
      federal or state securities laws.

            (e) The Company understands the nature of the Registrable Securities
      issuable  upon the  conversion of the Note and the exercise of the Warrant
      and recognizes that the issuance of such Registrable Securities may have a
      potential dilutive effect. The Company specifically  acknowledges that its
      obligation to issue the Registrable Securities is binding upon the Company
      and  enforceable  regardless of the dilution such issuance may have on the
      ownership interests of other shareholders of the Company.

            (f) Except for agreements made in the ordinary course of business or
      which have been  disclosed in Exchange Act Filings,  there is no agreement
      that  has  not  been  filed  with  the  Commission  as  an  exhibit  to  a
      registration  statement  or to a form  required to be filed by the Company
      under the Exchange  Act, the breach of which could  reasonably be expected
      to have a material and adverse effect on the Company and its subsidiaries,
      or would  prohibit or otherwise  interfere with the ability of the Company
      to enter into and perform any of its  obligations  under this Agreement in
      any material respect.

            (g) The Company  will at all times have  authorized  and  reserved a
      sufficient number of shares of Common Stock for the full conversion of the
      Note and exercise of the Warrants.


                                      -8-
<PAGE>

      7. Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
      Holder, of any of their respective obligations under this Agreement,  each
      Holder or the Company,  as the case may be, in addition to being  entitled
      to exercise all rights granted by law and under this Agreement,  including
      recovery of damages,  will be  entitled  to  specific  performance  of its
      rights under this Agreement.

            (b) No  Piggyback  on  Registrations.  Except  as and to the  extent
      specified  in  Schedule  7(b)  hereto.  Neither the Company nor any of its
      security holders (other than the Holders in such capacity pursuant hereto)
      may include securities of the Company in any Registration  Statement other
      than the Registrable Securities,  and the Company shall not after the date
      hereof enter into any agreement  providing any such right for inclusion of
      shares  in the  Registration  Statement  to any of its  security  holders.
      Except as and to the extent specified in Schedule 7(b) hereto, the Company
      has not previously  entered into any agreement  granting any  registration
      rights with respect to any of its  securities  to any Person that have not
      been fully satisfied.

            (c) Compliance. Each Holder covenants and agrees that it will comply
      with  the  prospectus  delivery  requirements  of  the  Securities  Act as
      applicable  to it in  connection  with  sales  of  Registrable  Securities
      pursuant to the Registration Statement.

            (d) Discontinued Disposition.  Each Holder agrees by its acquisition
      of such  Registrable  Securities  that,  upon receipt of a notice from the
      Company of the occurrence of a  Discontinuation  Event (as defined below),
      such Holder will forthwith  discontinue  disposition  of such  Registrable
      Securities under the applicable Registration Statement until such Holder's
      receipt  of the  copies  of the  supplemented  Prospectus  and/or  amended
      Registration Statement or until it is advised in writing (the "Advice") by
      the Company that the use of the applicable Prospectus may be resumed, and,
      in either case,  has received  copies of any  additional  or  supplemental
      filings that are incorporated or deemed to be incorporated by reference in
      such  Prospectus  or  Registration  Statement.  The  Company  may  provide
      appropriate  stop orders to enforce the provisions of this paragraph.  For
      purposes of this Section  7(d), a  "Discontinuation  Event" shall mean (i)
      when the Commission  notifies the Company whether there will be a "review"
      of such  Registration  Statement and whenever the  Commission  comments in
      writing on such Registration Statement (the Company shall provide true and
      complete copies thereof and all written  responses  thereto to each of the
      Holders); (ii) any request by the Commission or any other Federal or state
      governmental  authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information;  (iii) the issuance
      by the Commission of any stop order  suspending the  effectiveness of such
      Registration  Statement covering any or all of the Registrable  Securities
      or the initiation of any Proceedings for that purpose; (iv) the receipt by
      the Company of any  notification  with  respect to the  suspension  of the
      qualification  or exemption from  qualification  of any of the Registrable
      Securities for sale in any jurisdiction,  or the initiation or threatening
      of any Proceeding for such purpose; and/or (v) the occurrence of any event
      or passage of time that makes the  financial  statements  included in such
      Registration  Statement  ineligible for inclusion therein or any statement
      made  in  such  Registration  Statement  or


                                      -9-
<PAGE>

      Prospectus  or any  document  incorporated  or deemed  to be  incorporated
      therein by reference  untrue in any material  respect or that requires any
      revisions to such Registration Statement, Prospectus or other documents so
      that, in the case of such  Registration  Statement or  Prospectus,  as the
      case may be, it will not contain any untrue  statement of a material  fact
      or omit to state  any  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.

            (e)   Piggy-Back   Registrations.   If  at  any  time   during   the
      Effectiveness  Period  there is not an  effective  Registration  Statement
      covering all of the Registrable Securities and the Company shall determine
      to prepare and file with the Commission a registration  statement relating
      to an  offering  for its own  account or the  account of others  under the
      Securities Act of any of its equity securities,  other than on Form S-4 or
      Form S-8 (each as  promulgated  under the  Securities  Act) or their  then
      equivalents   relating  to  equity  securities  to  be  issued  solely  in
      connection  with any  acquisition  of any  entity  or  business  or equity
      securities  issuable in  connection  with stock  option or other  employee
      benefit  plans,  respectively,  then the Company shall send to each Holder
      written  notice of such  determination  and, if within  fifteen days after
      receipt of such notice,  any such Holder shall so request in writing,  the
      Company  shall include in such  registration  statement all or any part of
      such  Registrable  Securities such holder requests to be registered to the
      extent the  Company  may do so without  violating  registration  rights of
      others  which  exist  as of the date of this  Agreement,  and  subject  to
      customary  underwriter  cutbacks applicable to all holders of registration
      rights (except to the extent modified by agreements  which exist as of the
      date of this  Agreement  and have been fully  disclosed  to  Purchaser  by
      Company  either in any  Exchange  Act Filing and the  exhibits  thereto or
      otherwise)  and subject to obtaining  any required  consent of any selling
      stockholder(s) to such inclusion under such registration statement.

            (f)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented,  and waivers or consents to departures  from the  provisions
      hereof may not be given, unless the same shall be in writing and signed by
      the  Company  and  the  Holders  of  the  then   outstanding   Registrable
      Securities.  Notwithstanding the foregoing,  a waiver or consent to depart
      from  the  provisions  hereof  with  respect  to  a  matter  that  relates
      exclusively to the rights of certain Holders and that does not directly or
      indirectly  affect the rights of other  Holders may be given by Holders of
      at least a majority of the Registrable  Securities to which such waiver or
      consent relates;  provided,  however, that the provisions of this sentence
      may not be amended,  modified,  or supplemented  except in accordance with
      the provisions of the immediately preceding sentence.

            (g)  Notices.  Any notice or request  hereunder  may be given to the
      Company or the Purchaser at the respective addresses set forth below or as
      may  hereafter be specified in a notice  designated as a change of address
      under this Section 7(g). Any notice or request hereunder shall be given by
      registered or certified  mail,  return receipt  requested,  hand delivery,
      overnight  mail,  Federal  Express or other  national  overnight  next day
      carrier (collectively, "Courier") or telecopy (confirmed by mail). Notices
      and requests  shall be, in the case of those by hand  delivery,  deemed to
      have been given when


                                      -10-
<PAGE>

      delivered  to any party to whom it is  addressed,  in the case of those by
      mail or overnight mail,  deemed to have been given three (3) business days
      after  the date  when  deposited  in the mail or with the  overnight  mail
      carrier, in the case of a Courier,  the next business day following timely
      delivery of the package with the Courier,  and, in the case of a telecopy,
      when confirmed.  The address for such notices and communications  shall be
      as follows:

            If to the Company:            DynTek, Inc.
                                          18881 Von Karman Avenue
                                          Suite 250
                                          Irvine, CA  92612
                                          Attention:  Chief Financial Officer
                                          Facsimile:  (949) 955-0086

                                          with a copy to:
                                          Nixon Peabody LLP
                                          437 Madison Avenue
                                          New York, New York 10022
                                          Attention: Peter W. Rothberg, Esq.
                                          Facsimile: 866-947-2410

            If to a  Purchaser:           To the address set forth undersuch
                                          Purchaser name on the signature pages
                                          hereto.

            If to any other Person who
            is then the registered
            Holder:                       To the address of such Holder as it
                                          appears in the stock transfer books of
                                          the Company

      or such  other  address  as may be  designated  in  writing  hereafter  in
      accordance with this Section 7(g) by such Person.

            (h)  Successors  and  Assigns.  This  Agreement  shall  inure to the
      benefit of and be binding upon the  successors  and  permitted  assigns of
      each of the parties and shall  inure to the  benefit of each  Holder.  The
      Company  may not assign its rights or  obligations  hereunder  without the
      prior  written  consent of each  Holder.  Each  Holder  may  assign  their
      respective  rights hereunder in the manner and to the Persons as permitted
      under the Notes and the Security  Agreement with the prior written consent
      of the Company, which consent shall not be unreasonably withheld.

            (i) Execution and  Counterparts.  This  Agreement may be executed in
      any number of counterparts, each of which when so executed shall be deemed
      to be an original and, all of which taken  together  shall  constitute one
      and the same  Agreement.  In the event that any  signature is delivered by
      facsimile  transmission,  such  signature  shall  create  a valid  binding
      obligation of the party  executing  (or on whose behalf such  signature is
      executed)  the same with the same  force and  effect as if such  facsimile
      signature were the original thereof.


                                      -11-
<PAGE>

            (j)  Governing  Law.  All  questions  concerning  the  construction,
      validity,  enforcement  and  interpretation  of this  Agreement  shall  be
      governed by and  construed  and enforced in  accordance  with the internal
      laws of the  State  of New  York,  without  regard  to the  principles  of
      conflicts  of  law  thereof.   Each  party  agrees  that  all  Proceedings
      concerning   the   interpretations,   enforcement   and   defense  of  the
      transactions contemplated by this Agreement shall be commenced exclusively
      in the state and federal courts  sitting in the City of New York,  Borough
      of  Manhattan.  Each  party  hereto  hereby  irrevocably  submits  to  the
      exclusive jurisdiction of the state and federal courts sitting in the City
      of New York,  Borough of  Manhattan  for the  adjudication  of any dispute
      hereunder or in connection  herewith or with any transaction  contemplated
      hereby or discussed herein, and hereby irrevocably  waives, and agrees not
      to assert in any Proceeding,  any claim that it is not personally  subject
      to the  jurisdiction of any such court,  that such Proceeding is improper.
      Each party hereto hereby  irrevocably  waives personal  service of process
      and consents to process  being served in any such  Proceeding by mailing a
      copy thereof via registered or certified mail or overnight  delivery (with
      evidence of  delivery)  to such party at the address in effect for notices
      to it under this  Agreement and agrees that such service shall  constitute
      good and  sufficient  service  of  process  and  notice  thereof.  Nothing
      contained  herein  shall be  deemed to limit in any way any right to serve
      process  in  any  manner  permitted  by  law.  Each  party  hereto  hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and all right to trial by jury in any legal  proceeding  arising out of or
      relating to this Agreement or the  transactions  contemplated  hereby.  If
      either party shall  commence a Proceeding  to enforce any  provisions of a
      Transaction  Document,  then the prevailing party in such Proceeding shall
      be reimbursed  by the other party for its  reasonable  attorneys  fees and
      other costs and expenses incurred with the investigation,  preparation and
      prosecution of such Proceeding.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
      and not exclusive of any remedies provided by law.

            (l) Severability. If any term, provision, covenant or restriction of
      this Agreement is held by a court of competent jurisdiction to be invalid,
      illegal,  void or unenforceable,  the remainder of the terms,  provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected,  impaired or invalidated,  and the
      parties  hereto shall use their  reasonable  efforts to find and employ an
      alternative  means to achieve the same or substantially the same result as
      that contemplated by such term, provision,  covenant or restriction. It is
      hereby  stipulated  and  declared to be the  intention of the parties that
      they would have executed the remaining  terms,  provisions,  covenants and
      restrictions  without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

            (m) Headings.  The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

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


                                      -12-
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed this  Registration  Rights
Agreement as of the date first written above.

DYNTEK, INC.                              ______________________________________


By: ___________________________________   By: __________________________________

Name: _________________________________   Name: ________________________________

Title: ________________________________   Title: _______________________________

                                          Address for Notices:

18881 Von Karman Avenue
Suite 250
Irvine, CA  92612
Attention:  Chief Financial Officer       Attention:
Facsimile:  (949) 955-0086                Facsimile:


                                      -13-
<PAGE>

                                    EXHIBIT A

                                [Month __, 200_]

[American Stock Transfer & Trust Company]

            Re: [Company Name]. Registration Statement on Form [S-_]

Ladies and Gentlemen:

      As counsel to[company name] , a Delaware  corporation (the "Company"),  we
have been  requested to render our opinion to you in connection  with the resale
by the  individuals  or  entitles  listed on  Schedule  A attached  hereto  (the
"Selling Stockholders"), of an aggregate of [amount]shares (the "Shares") of the
Company's Common Stock.

      A  Registration  Statement on Form [S-3] under the Securities Act of 1933,
as amended  (the  "Act"),  with respect to the resale of the Shares was declared
effective by the Securities and Exchange  Commission on [date].  Enclosed is the
Prospectus  dated [date].  We  understand  that the Shares are to be offered and
sold in the manner described in the Prospectus.

      Based upon the foregoing,  upon request by the Selling Stockholders at any
time while the registration statement remains effective,  it is our opinion that
the Shares have been  registered  for resale under the Act and new  certificates
evidencing  the Shares  upon their  transfer or  re-registration  by the Selling
Stockholders may be issued without restrictive legend. We will advise you if the
registration statement is not available or effective at any point in the future.

                                           Very truly yours,


                                           [Company counsel]

<PAGE>


N200278.4                                               - 4 -



                                   Schedule A

                                                                  Shares
Selling Stockholder                R/N/O                      Being Offered
-------------------                -----                      -------------


</TEXT>
</DOCUMENT>
