DYNTEK INC
FORM OF PLACEMENT WARRANT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>e17264ex10-5.txt
<DESCRIPTION>FORM OF PLACEMENT WARRANT
<TEXT>
                                                                    Exhibit 10.5

THIS WARRANT AND THE  SECURITIES  ISSUED UPON ANY EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES  LAWS AND MAY NOT BE SOLD OR  OTHERWISE  TRANSFERRED  BY ANY  PERSON,
UNLESS (1) EITHER (A) A REGISTRATION  WITH RESPECT TO THERETO SHALL BE EFFECTIVE
UNDER THE  SECURITIES  ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL  SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM  REGISTRATION  UNDER
THE SECURITIES ACT IS AVAILABLE,  AND (2) THERE SHALL HAVE BEEN  COMPLIANCE WITH
ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.

                  No. of Shares of Common Stock: ______________

                                 Warrant No. __

                          COMMON STOCK PURCHASE WARRANT
                            (PLACEMENT AGENT WARRANT)

                           To Purchase Common Stock of

                                  DYNTEK, INC.

      THIS IS TO  CERTIFY  THAT  Network 1  Financial  Securities,  Inc.  and/or
assigns, is entitled, at any time from the Closing Date (as hereinafter defined)
to the Expiration Date (as hereinafter  defined), to purchase from Dyntek, Inc.,
a Delaware corporation (the "Company"),  up to ________ [20% of number of shares
sold in Private  Placement]  shares of Common Stock (as hereinafter  defined and
subject  to  adjustment  as  provided  herein),  in whole or in part,  including
fractional  parts, at a purchase price per share (the "Exercise Price") equal to
$0.90 per  share of  Common  Stock  (as  defined  herein),  all on the terms and
conditions and pursuant to the provisions hereinafter set forth.

1.    DEFINITIONS

      As used in this Warrant,  the following terms have the respective meanings
set forth below:

      "Additional  Shares of Common Stock" shall mean all shares of Common Stock
issued by the Company after the Closing Date, other than Warrant Stock.

      "Business  Day" shall  mean any day that is not a Saturday  or Sunday or a
day on which banks are  required or  permitted  to be closed in the State of New
York.

      "Closing  Date" shall have the meaning  set forth in the  Placement  Agent
Agreement,  dated  March __,  2004,  between the Company and Network 1 Financial
Securities Inc.

      "Commission"  shall mean the  Securities  and Exchange  Commission  or any
other federal  agency then  administering  the  Securities Act and other federal
securities laws.

<PAGE>

      "Common Stock" shall mean (except where the context  otherwise  indicates)
the Common  Stock,  $0.0001  par value,  of the  Company as  constituted  on the
Closing Date,  and any capital stock into which such Common Stock may thereafter
be changed, and shall also include (i) capital stock of the Company of any other
class (regardless of how denominated)  issued to the holders of shares of Common
Stock  upon any  reclassification  thereof  which is also  not  preferred  as to
dividends  or assets  over any other  class of stock of the Company and which is
not subject to  redemption  and (ii) shares of common stock of any  successor or
acquiring  corporation received by or distributed to the holders of Common Stock
of the Company in the circumstances contemplated by SECTION 4.4.

      "Convertible  Securities" shall mean evidences of indebtedness,  shares of
stock or other securities,  which are convertible into or exchangeable,  with or
without payment of additional  consideration in cash or property,  for shares of
Common Stock, either immediately or upon the occurrence of a specified date or a
specified event.

      "Current  Warrant Price" shall mean, in respect of a share of Common Stock
at any date herein specified,  the price at which a share of Common Stock may be
purchased pursuant to this Warrant on such date.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
or  any  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission thereunder, all as the same shall be in effect from time to time.

      "Exercise  Period"  shall mean the  period  during  which this  Warrant is
exercisable pursuant to Section 2.1.

      "Expiration Date" shall mean a date five (5) years commencing one (1) year
from the  Termination  Date as defined in the Placement  Agency  Agreement dated
March ____, 2004 with respect to a Private Offering of a minimum of 37 Units and
a maximum of 150 Units.

      "Fully Diluted Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all  shares of Common  Stock  Outstanding  at such date and all shares of Common
Stock  issuable in respect of this Warrant,  outstanding on such date, and other
options or warrants to  purchase,  or  securities  convertible  into,  shares of
Common  Stock  outstanding  on such date which  would be deemed  outstanding  in
accordance  with GAAP for purposes of  determining  book value or net income per
share.

      "GAAP" shall mean generally accepted  accounting  principles in the United
States of America as from time to time in effect.

      "Holder"  shall mean the Person in whose name the Warrant or Warrant Stock
set forth herein is registered on the books of the Company  maintained  for such
purpose.

      "Other Property" shall have the meaning set forth in Section 4.4.

      "Outstanding" shall mean, when used with reference to Common Stock, at any
date as of which the number of shares  thereof is to be  determined,  all issued
shares of Common  Stock,


                                      -2-
<PAGE>

except  shares  then owned or held by or for the  account of the  Company or any
subsidiary  thereof,  and shall  include  all  shares  issuable  in  respect  of
outstanding  options or any certificates  representing  fractional  interests in
shares of Common Stock.

      "Person"  shall mean any  individual,  sole  proprietorship,  partnership,
joint  venture,  trust,  incorporated  organization,  association,  corporation,
institution,  public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise,  including, without limitation, any
instrumentality, division, agency, body or department thereof).

      "Registration   Rights  Agreement"  shall  mean  the  Registration  Rights
Agreement dated of a date even herewith by and between the Company and Network 1
Financial Securities, Inc., as it may be amended from time to time.

      "Restricted  Common Stock" shall mean shares of Common Stock which are, or
which upon their issuance on the exercise of this Warrant would be, evidenced by
a certificate bearing the restrictive legend set forth in SECTION 9.1(a).

      "Securities Act" shall mean the Securities Act of 1933, as amended, or any
successor  federal  statute,  and the rules and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

      "Transfer"  shall mean any  disposition of any Warrant or Warrant Stock or
of any interest in either thereof,  which would constitute a sale thereof within
the meaning of the Securities Act.

      "Transfer Notice" shall have the meaning set forth in SECTION 9.2.

      "Warrants"  shall mean this Warrant and all warrants issued upon transfer,
division or combination  of, or in substitution  for, any thereof.  All Warrants
shall at all times be identical as to terms and conditions  and date,  except as
to the number of shares of Common Stock for which they may be exercised.

      "Warrant  Price" shall mean an amount equal to (i) the number of shares of
Common Stock being  purchased upon exercise of this Warrant  pursuant to SECTION
2.1,  multiplied  by (ii)  the  Current  Warrant  Price  as of the  date of such
exercise.

      "Warrant  Stock"  shall mean the shares of Common  Stock  purchased by the
holders of the Warrants upon the exercise thereof.

2.    EXERCISE OF WARRANT

      2.1 MANNER OF  EXERCISE.  From and after the  Closing  Date and until 5:00
p.m., New York time, on the Expiration  Date,  Holder may exercise this Warrant,
on any Business Day, for all or any part of the number of shares of Common Stock
purchasable hereunder.

            In order to exercise this Warrant, in whole or in part, Holder shall
deliver to the Company at its principal office at 18881 Von Karman Avenue, Suite
250,  Irvine,  California  92612 or at the  office or agency  designated  by the
Company  pursuant  to SECTION 12, (i) a written  notice of Holder's  election to
exercise this Warrant, which notice shall specify the


                                      -3-
<PAGE>

number of shares of Common  Stock to be  purchased  (ii)  payment of the Warrant
Price in cash or by wire  transfer or cashier's  check drawn on a United  States
bank and (iii) this Warrant.  Such notice shall be  substantially in the form of
the  subscription  form  appearing at the end of this Warrant as Exhibit A, duly
executed by Holder or its agent or  attorney-in-fact.  Upon receipt of the items
referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly
as  practicable,  and in any event within five (5) Business  Days  thereafter if
requested  in writing by Holder,  execute or cause to be executed and deliver or
cause to be delivered to Holder a certificate or certificates  representing  the
aggregate  number of full shares of Common Stock  issuable  upon such  exercise,
together with cash in lieu of any fraction of a share, as hereinafter  provided.
The stock  certificate  or  certificates  so  delivered  shall be, to the extent
possible,  in such  denomination or denominations as Holder shall request in the
notice and shall be registered  in the name of Holder or,  subject to SECTION 9,
such other name as shall be  designated  in the notice.  This  Warrant  shall be
deemed to have been  exercised and such  certificate  or  certificates  shall be
deemed to have been issued,  and Holder or any other Person so  designated to be
named  therein  shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the notice,  together with receipt of the items
referred to in clauses  (i),  (ii) and (iii) above is received by the Company as
described above and all taxes required to be paid by Holder, if any, pursuant to
SECTION 2.2 prior to the issuance of such shares have been paid. If this Warrant
shall have been exercised in part, the Company shall, at the time of delivery of
the certificate or certificates  representing Warrant Stock, deliver to Holder a
new Warrant  evidencing the rights of Holder to purchase the unpurchased  shares
of Common Stock called for by this Warrant, which new Warrant shall in all other
respects  be  identical  with  this  Warrant,  or,  at the  request  of  Holder,
appropriate  notation  may be made on this  Warrant  and the  same  returned  to
Holder.  Notwithstanding any provision herein to the contrary, the Company shall
not be required to register  shares in the name of any Person who acquired  this
Warrant (or part hereof) or any Warrant Stock  otherwise than in accordance with
this Warrant.

      2.2 PAYMENT OF TAXES AND CHARGES. All shares of Common Stock issuable upon
the  exercise  of this  Warrant  pursuant to the terms  hereof  shall be validly
issued,  fully paid and  nonassessable,  and without any preemptive  rights. The
Company  shall pay all  expenses  in  connection  with,  and all taxes and other
governmental  charges that may be imposed with respect to, the issue or delivery
thereof,  unless such tax or charge is imposed by law upon Holder, in which case
Holder  shall pay such taxes or  charges.  The  Company  shall not be  required,
however,  to pay any tax or other charge imposed in connection with any transfer
involved in the issue of any  certificate  for shares of Common  Stock  issuable
upon exercise of this Warrant in any name other than that of Holder, and in such
case the Company shall not be required to issue or deliver any stock certificate
until such tax or other charge has been paid or it has been  established  to the
satisfaction of the Company that no such tax or other charge is due.

      2.3 FRACTIONAL SHARES. The Company shall not be required upon the exercise
of this Warrant to issue any  fractional  shares,  but shall make an  adjustment
therefor  in cash on the basis of the fair  market  value of the  Warrant  Stock
reasonably determined by the Board of Directors of the Company.


                                      -4-
<PAGE>

      2.4 RIGHT TO CONVERT WARRANT INTO STOCK: NET ISSUANCE.

            (a) Right to  Convert.  Subject to Section  4.4,  in addition to and
without  limiting the rights of the Holder under the terms of this Warrant,  the
Holder shall have the right to convert this Warrant or any portion  thereof (the
"Conversion  Right") into shares of Common Stock as provided in this Section 2.4
at any time or from time to time during the term of this Warrant.  Upon exercise
of the Conversion Right with respect to a particular number of shares subject to
this Warrant (the "Converted Warrant Shares"),  the Company shall deliver to the
Holder (without payment by the Holder of any Exercise Price or any cash or other
consideration)  that  number of shares of fully  paid and  nonassessable  Common
Stock equal to the  quotient  obtained by dividing (X) the value of this Warrant
(or the  specified  portion  hereof)  on the  Conversion  Date  (as  defined  in
subsection (b) hereof),  which value shall be determined by subtracting  (A) the
aggregate  Exercise Price of the Converted  Warrant Shares  immediately prior to
the exercise of the Conversion Right from (B) the aggregate fair market value of
the  Converted  Warrant  Shares  issuable  upon exercise of this Warrant (or the
specified  portion hereof) on the Conversion Date (as herein defined) by (Y) the
fair market value of one share of Common Stock on the Conversion Date (as herein
defined).

            Expressed  as a  formula,  such  conversion  shall  be  computed  as
follows:

            X           =  B-A
                           ---
                            Y

            where:      X = the  number of shares  of Common  Stock  that may be
                        issued to Holder

                        Y = the fair  market  value (FMV) of one share of Common
                        Stock

                        A = the aggregate  Converted  Warrant  Price  (Converted
                        Warrant Shares x Exercise Price)

            B = the aggregate FMV (i.e., FMV x Converted Warrant Shares)

            No  fractional  shares  shall  be  issuable  upon  exercise  of  the
Conversion  Right,  and,  if the  number of shares  to be issued  determined  in
accordance with the foregoing formula is other than a whole number,  the Company
shall pay to the Holder an amount in cash equal to the fair market  value of the
resulting fractional share of the Conversation Date (as herein defined).

            (b) Method of Exercise. The Conversion Right may be exercised by the
Holder by the surrender of this Warrant at the  principal  office of the Company
together with the subscription notice in the form attached hereto duly completed
and executed and  indicating  the number of shares subject to this Warrant which
are being  surrendered  (referred to in Section  2.4(a)  hereof as the Converted
Warrant Shares) in exercise of the Conversion  Right.  Such conversion  shall be
effective  upon  receipt  by the  Company  of this  Warrant  together  with  the
aforesaid written statement,  or on such later date as is specified therein (the
"Conversion  Date"),  and,  at the  election of the Holder  hereof,  may be made
contingent  upon the  occurrence of any of the events  specified in Section 4.4.
Certificates  for the shares issuable upon exercise of the Conversion Right and,
if  applicable,  a new Warrant  evidencing  the balance of the shares


                                      -5-
<PAGE>

remaining subject to this Warrant, shall be issued as of the Conversion Date and
shall  be  delivered  to the  Holder  within  thirty  (30)  days  following  the
Conversion Date.

            (c) Determination of Fair Market Value. For purposes of this Section
2.4(c),  "fair market value" of a share of Common Stock as of a particular  date
(the "Determination Date") shall mean:

                  (i) If the  Conversion  Right is exercised in connection  with
and  contingent  upon a  public  offering,  and if  the  Company's  Registration
Statement relating to such public offering  ("Registration  Statement") has been
declared  effective  by the  Commission,  then the  initial  "Price  to  Public"
specified in the final prospectus with respect to such offering.

                  (ii) If the  Conversion  Right is not  exercised in connection
with and contingent upon a public offering, then as follows:

                        (1) If traded on a securities exchange,  the fair market
      value of the Common Stock shall be deemed to be the average of the closing
      prices of the  Common  Stock on such  exchange  over the  five-day  period
      ending one business day prior to the Determination  Date or, if less, such
      number of days as the Common Stock has been traded on such exchange;

                        (2) If traded over-the-counter, the fair market value of
      the Common  Stock  shall be deemed to be the  average of the  closing  bid
      prices of the Common  Stock over the five-day  period  ending one business
      day prior to the  Determination  Date or, if less,  such number of days as
      the Common Stock has been traded over-the-counter; and

                        (3) If there is no public  market for the Common  Stock,
      then fair market value shall be  determined  in good faith by the Board of
      Directors of the Company.

      2.5 CONTINUED VALIDITY. A holder of shares of Common Stock issued upon the
exercise of this Warrant,  in whole or in part (other than a holder who acquires
such shares after the same have been publicly  sold  pursuant to a  Registration
Statement  under the  Securities  Act or sold pursuant to Rule 144  thereunder),
shall continue to be entitled with respect to such shares to all rights to which
it would  have been  entitled  as  Holder  under  SECTIONS  9, 10 AND 14 of this
Warrant.  The Company will, at the time of exercise of this Warrant, in whole or
in part, upon the request of Holder,  acknowledge in writing, in form reasonably
satisfactory  to Holder,  its  continuing  obligation  to afford Holder all such
rights;  PROVIDED,  HOWEVER, that if Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to Holder all such rights.

3.    TRANSFER, DIVISION AND COMBINATION

      3.1  TRANSFER.  Subject to  compliance  with  SECTION 9,  transfer of this
Warrant and all rights  hereunder,  in whole or in part,  shall be registered on
the books of the Company to be maintained  for such purpose,  upon  surrender of
this Warrant at the principal  office of the Company  referred to in SECTION 2.1
or the office or agency  designated  by the  Company


                                      -6-
<PAGE>

pursuant to SECTION  12,  together  with a written  assignment  of this  Warrant
substantially  in the form of EXHIBIT B hereto  duly  executed  by Holder or its
agent or attorney-in-fact and funds sufficient to pay any transfer taxes payable
upon the making of such transfer.  Upon such  surrender  and, if required,  such
payment,  the  Company  shall,  subject to SECTION 9,  execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination specified in such instrument of assignment,  and shall issue to the
assignor a new Warrant  evidencing  the portion of this Warrant not so assigned,
and this Warrant shall promptly be canceled.  A Warrant, if properly assigned in
compliance  with SECTION 9, may be exercised by a new Holder for the purchase of
shares of Common Stock without having a new Warrant issued.

      3.2 DIVISION AND COMBINATION

            Subject to SECTION 9, this  Warrant may be divided or combined  with
other Warrants upon presentation hereof at the aforesaid office or agency of the
Company,  together with a written notice  specifying the names and denominations
in which  new  Warrants  are to be  issued,  signed  by  Holder  or its agent or
attorney.  Subject to compliance  with SECTION 3.1 and with SECTION 9, as to any
transfer  which may be involved in such  division  or  combination,  the Company
shall  execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.

      3.3 EXPENSES.  The Company shall  prepare,  issue,  and deliver at its own
expense  (other than  transfer  taxes) the new  Warrant or  Warrants  under this
SECTION 3.

      3.4 MAINTENANCE OF BOOKS. The Company agrees to maintain, at its aforesaid
office or agency, books for the registration and the registration of transfer of
the Warrants.

4.    ADJUSTMENTS

      The  number  of  shares  of  Common   Stock  for  which  this  Warrant  is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant,  shall be subject to adjustment  from time to time as set forth in
this  SECTION 4. The  Company  shall give Holder  notice of any event  described
below which requires an adjustment pursuant to this SECTION 4 promptly after the
occurrence of such event.

      4.1 STOCK  DIVIDENDS,  SUBDIVISIONS AND  COMBINATIONS.  If at any time the
Company shall:

            (a) issue  additional  shares of Common Stock as a dividend or other
distribution of Common Stock,

            (b) subdivide its  outstanding  shares of Common Stock into a larger
number of shares of Common Stock, or

            (c) combine its  outstanding  shares of Common  Stock into a smaller
number of shares of Common Stock,  then (i) the number of shares of Common Stock
for which this Warrant is  exercisable  immediately  after the occurrence of any
such event shall be adjusted to equal the number of shares of Common Stock which
a record  holder of the same  number of


                                      -7-
<PAGE>

shares of Common Stock for which this Warrant is exercisable  immediately  prior
to the  occurrence  of such event would own or be entitled to receive  after the
happening of such event, and (ii) the Current Warrant Price shall be adjusted to
equal (A) the Current Warrant Price multiplied by the number of shares of Common
Stock for which this Warrant is exercisable  immediately prior to the adjustment
divided  by (B) the  number of shares  for which  this  Warrant  is  exercisable
immediately after such adjustment.

      4.2  NOTICE OF CERTAIN  OTHER  DISTRIBUTIONS.  If at any time the  Company
shall  take a record of the  holders  of its  Common  Stock for the  purpose  of
entitling them to receive any dividend or other distribution of:

            (a) cash,

            (b) any  evidences of its  indebtedness,  any shares of its stock or
any other securities or property of any nature whatsoever, or

            (c) any warrants or other  rights to  subscribe  for or purchase any
evidences of its  indebtedness,  any shares of its stock or any other securities
or property of any nature  whatsoever,  then Holder shall receive  Notice of the
Company's determination to make such distribution fifteen (15) days prior to the
record date for determining  those Common Stock holders entitled to receive such
distribution in accordance with SECTION 5.2 of this Warrant.  A reclassification
of the Common Stock  (other than a change in par value,  or from par value to no
par value or from no par value to par  value)  into  shares of Common  Stock and
shares of any other class of stock shall be deemed a distribution by the Company
to the  holders of its Common  Stock of such shares of such other class of stock
within  the  meaning  of  this  Section  4.2;  PROVIDED,  HOWEVER,  that  if the
outstanding  shares of Common  Stock  shall be changed  into a larger or smaller
number of shares of Common Stock as a part of such reclassification, such change
shall be  deemed  a  subdivision  or  combination,  as the  case may be,  of the
outstanding  shares of Common  Stock  within the meaning of Section  4.1, and in
order for the Holder to receive any portion of the reclassification distribution
(other than an  adjustment to the number of shares of Common Stock for which the
Warrant can be exercised) the Holder must exercise the Warrant.

      4.3 OTHER  PROVISIONS  APPLICABLE TO ADJUSTMENTS  UNDER THIS SECTION.  The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current Warrant Price provided for in this SECTION 4:

            (a) WHEN  ADJUSTMENTS TO BE MADE. The  adjustments  required by this
Section 4 shall be made whenever and as often as any specified  event  requiring
an  adjustment  shall occur.  For the purpose of any  adjustment,  any specified
event  shall be deemed to have  occurred at the close of business on the date of
its occurrence.

            (b)  FRACTIONAL  INTERESTS.  In  computing  adjustments  under  this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest 1/10th of a share.


                                      -8-
<PAGE>

            (c) WHEN ADJUSTMENT NOT REQUIRED. If the Company shall take a record
of the holders of its Common Stock for the purpose of entitling  them to receive
a  dividend  or  distribution  or  subscription  or  purchase  rights and shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

      4.4 REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION
OF ASSETS.  In case the Company shall  reorganize  its capital,  reclassify  its
capital stock (other than a change in par value or a subdivision  or combination
as  provided  for in Section  4.1),  consolidate  or merge with or into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or  distribution  with respect to the Common Stock of the Company
other than (i) solely a change or  distribution  as  contemplated by SECTION 4.1
above, or (ii) a merger or  reorganization  involving only a change in the state
of incorporation of the Company),  or sell, transfer or otherwise dispose of all
or  substantially  all its property,  assets or business to another  corporation
and,  pursuant to the terms of such  reorganization,  reclassification,  merger,
consolidation or disposition of assets,  shares of common stock of the successor
or acquiring  corporation,  or any cash,  shares of stock or other securities or
property of any nature whatsoever  (including  warrants or other subscription or
purchase  rights) in addition to or in lieu of common stock of the  successor or
acquiring  corporation ("Other Property"),  are to be received by or distributed
to the holders of Common Stock of the Company (with any action pursuant to which
such  distribution,  reclassification,  merger,  etc., is to be undertaken being
referred to as the  "Transaction"),  then  Holder  shall  receive  notice of the
Transaction prior to the record date for determining  those Common  Stockholders
entitled  to vote on  and/or  to  receive  a  distribution  in  connection  with
consummation of such Transaction in accordance with SECTION 5.2 of this Warrant.
Upon the  consummation of any  Transaction  pursuant to which the Company is not
the surviving corporation,  this Warrant, to the extent previously  unexercised,
shall be of no further force and effect,  null and void and  unexercisable.  The
foregoing  provisions  of this SECTION 4.4 shall  similarly  apply to successive
reorganizations,  reclassifications,  mergers, consolidations or dispositions of
assets.

5.    NOTICES TO HOLDER

      5.1 NOTICE OF  ADJUSTMENTS.  Whenever the number of shares of Common Stock
for which this Warrant is exercisable, or whenever the price at which a share of
such Common  Stock may be  purchased  upon  exercise of the  Warrants,  shall be
adjusted   pursuant  to  SECTION  4,  the  Company  shall  forthwith  prepare  a
certificate to be executed by the chief financial officer of the Company setting
forth, in reasonable  detail,  the event requiring the adjustment and the method
by which  such  adjustment  was  calculated  specifying  the number of shares of
Common Stock for which this Warrant is exercisable  and (if such  adjustment was
made pursuant to SECTION 4.5) describing the number and kind of any other shares
of stock or Other Property for which this Warrant is exercisable, and any change
in the purchase price or prices thereof,  after giving effect to such adjustment
or change. The Company shall promptly cause a signed copy of such certificate to
be delivered to the Holder in  accordance  with SECTION  15.2.  Delivery of such
certificate shall be deemed to be a final and binding determination with respect
to such  adjustment  unless  challenged  by the  Holder  within ten (10) days of
receipt  thereof.  The


                                      -9-
<PAGE>

Company  shall keep at its office or agency  designated  pursuant  to SECTION 12
copies  of all  such  certificates  and  cause  the  same  to be  available  for
inspection  at said office  during  normal  business  hours by the Holder or any
prospective purchaser of a Warrant designated by the Holder.

      5.2 NOTICE OF CORPORATE ACTION. If at any time

            (a) the  Company  shall  take a record of the  holders of its Common
Stock  for the  purpose  of  entitling  them to  receive  a  dividend  or  other
distribution,  or any right to subscribe  for or purchase  any  evidences of its
indebtedness,  any  shares  of stock of any  class or any  other  securities  or
property, or to receive any other right, or

            (b) there shall be any capital  reorganization  of the Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation, or

            (c)  there  shall  be  a  voluntary  or   involuntary   dissolution,
liquidation  or  winding  up of the  Company;  then,  in any one or more of such
cases,  the  Company  shall give to Holder (i) at least 15 days'  prior  written
notice of the date on which a record date shall be selected  for such  dividend,
distribution or right or for  determining  rights to vote in respect of any such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition, dissolution, liquidation or winding up, and (ii) in the case of any
such reorganization,  reclassification,  merger, consolidation,  sale, transfer,
disposition,  dissolution,  liquidation  or winding  up, at least 21 days' prior
written  notice of the date  when the same  shall  take  place.  Such  notice in
accordance  with the  foregoing  clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right,  the date on which the  holders of Common  Stock shall be entitled to any
such dividend,  distribution or right, and the amount and character thereof, and
(ii) the  date on  which  any  such  reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up is to take place and the time,  if any such time is to be fixed,  as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for securities or other  property  deliverable  upon such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up.  Each such  written  notice  shall be
sufficiently  given if  addressed  to  Holder  at the  last  address  of  Holder
appearing on the books of the Company and delivered in  accordance  with SECTION
15.2.

6.    NO IMPAIRMENT

      The  Company  shall  not by any  action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of the terms of this  Warrant,  but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or  appropriate to protect the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (a) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor


                                      -10-
<PAGE>

upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be  necessary  or  appropriate  in order that the Company may
validly and legally  issue fully paid and  nonassessable  shares of Common Stock
upon the  exercise of this  Warrant,  and (c) use its best efforts to obtain all
such  authorizations,  exemptions  or consents from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

      Upon the request of Holder, the Company will at any time during the period
this Warrant is outstanding  acknowledge  in writing,  in form  satisfactory  to
Holder,  the  continuing  validity of this  Warrant and the  obligations  of the
Company hereunder.

7.    RESERVATION AND AUTHORIZATION OF COMMON STOCK

      From and after the Closing  Date,  the Company  shall at all times reserve
and keep  available  for issue upon the exercise of Warrants  such number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the  exercise in full of all  outstanding  Warrants.  All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and nonassessable, and not subject to preemptive rights.

         Before taking any action which would cause an adjustment reducing the
Current Warrant Price below the then par value, if any, of the shares of Common
Stock issuable upon exercise of the Warrants, the Company shall take any
corporate action which may be necessary in order that the Company may validly
and legally issue fully paid and non-assessable shares of such Common Stock at
such adjusted Current Warrant Price.

      Before taking any action which would result in an adjustment in the number
of shares  of Common  Stock for which  this  Warrant  is  exercisable  or in the
Current  Warrant  Price,  the Company  shall obtain all such  authorizations  or
exemptions  thereof,  or consents  thereto,  as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

8.    TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

      In the case of all dividends or other  distributions by the Company to the
holders of its Common  Stock with  respect to which any  provision  of SECTION 4
refers to the taking of a record of such holders,  the Company will in each such
case take such a record and will take such record as of the close of business on
a Business  Day.  The Company  will not at any time,  except  upon  dissolution,
liquidation  or winding up of the  Company,  close its stock  transfer  books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

9.    RESTRICTIONS ON TRANSFERABILITY

      The Warrant and the Warrant Stock shall not be  transferred,  hypothecated
or assigned before  satisfaction of the conditions  specified in this SECTION 9,
which  conditions are intended to ensure  compliance  with the provisions of the
Securities Act with respect to the Transfer of any Warrant or any Warrant Stock.
Holder,  by acceptance of this Warrant,  agrees to be bound by the provisions of
this SECTION 9.


                                      -11-
<PAGE>

      9.1 RESTRICTIVE  LEGEND.  (a) The Holder by accepting this Warrant and any
Warrant  Stock  agrees that this  Warrant and the Warrant  Stock  issuable  upon
exercise  hereof may not be assigned or otherwise  transferred  unless and until
(i) the  Company  has  received  an opinion of counsel  for the Holder that such
securities  may be sold  pursuant to an exemption  from  registration  under the
Securities Act of 1933, as amended (the "Securities Act") or (ii) a registration
statement relating to such securities has been filed by the Company and declared
effective by the Commission.

            Each  certificate for Warrant Stock issuable  hereunder shall bear a
legend as follows unless such securities have been sold pursuant to an effective
registration statement under the Securities Act:

            "The  securities  represented  by this  certificate  have  not  been
      registered  under the Securities Act of 1933, as amended (the "Act").  The
      securities  may not be offered  for sale,  sold or  otherwise  transferred
      except (i) pursuant to an effective  registration  statement under the Act
      or (ii)  pursuant  to an  exemption  from  registration  under the Act and
      applicable  state  securities  laws in  respect of which the  Company  has
      received an opinion of counsel satisfactory to the Company to such effect.
      Copies of the agreement  covering both the purchase of the  securities and
      restricting  their transfer may be obtained at no cost by written  request
      made by the holder of record of this  certificate  to the Secretary of the
      Company at the principal executive offices of the Company."

            (b) Except as  otherwise  provided  in this  SECTION 9, the  Warrant
shall be stamped  or  otherwise  imprinted  with a legend in  substantially  the
following form:

            "THIS  WARRANT AND THE  SECURITIES  ISSUED UPON ANY EXERCISE  HEREOF
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
      ANY  APPLICABLE  STATE  SECURITIES  LAWS AND MAY NOT BE SOLD OR  OTHERWISE
      TRANSFERRED  BY ANY  PERSON,  UNLESS (1) EITHER  (A) A  REGISTRATION  WITH
      RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE
      COMPANY  SHALL HAVE  RECEIVED  AN OPINION OF COUNSEL  SATISFACTORY  TO THE
      COMPANY THAT AN EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT IS
      AVAILABLE,  AND (2) THERE SHALL HAVE BEEN  COMPLIANCE  WITH ALL APPLICABLE
      STATE SECURITIES OR "BLUE SKY" LAWS."

      9.2 NOTICE OF  PROPOSED  TRANSFERS.  Prior to any  Transfer  or  attempted
Transfer of any Warrants or any shares of Restricted  Common  Stock,  the Holder
shall give ten days' prior written  notice (a "Transfer  Notice") to the Company
of  Holder's  intention  to effect  such  Transfer,  describing  the  manner and
circumstances  of the  proposed  Transfer,  and obtain from counsel who shall be
reasonably satisfactory to the Company, an opinion that the proposed Transfer of
such  Warrants  or  such  Restricted   Common  Stock  may  be  effected  without
registration  under the  Securities Act and applicable  state  securities  laws.
After receipt of the Transfer Notice and opinion, the Company shall, within five
Business  Days  thereof,  notify  the


                                      -12-
<PAGE>

Holder as to whether such opinion is  reasonably  satisfactory  and, if so, such
holder shall  thereupon be entitled to Transfer such Warrants or such Restricted
Common  Stock,  in  accordance  with the  terms  of the  Transfer  Notice.  Each
certificate,  if any,  evidencing such shares of Restricted  Common Stock issued
upon such  Transfer  shall  bear the  restrictive  legend  set forth in  SECTION
9.1(a),  and the Warrant  issued upon such Transfer  shall bear the  restrictive
legend  set forth in  SECTION  9.1(b),  unless in the  opinion of counsel to the
Company  such  legend is not  required  in order to ensure  compliance  with the
Securities  Act. The Holder shall not be entitled to Transfer  such  Warrants or
such  Restricted  Common  Stock  until  receipt of notice  that such  opinion of
counsel  referred to above under this SECTION 9.2(a) is reasonably  satisfactory
to the Company.

      9.3 REQUIRED REGISTRATION.  Pursuant to the terms and conditions set forth
in the Registration Rights Agreement,  being  simultaneously  executed herewith,
the Company shall prepare and file with the Commission a Registration  Statement
relating to the offer and sale of the Common Stock issuable upon exercise of the
Warrant and shall use its  reasonable  best efforts to cause the  Commission  to
declare such Registration  Statement effective under the Securities Act pursuant
to the terms and conditions of the Registration Rights Agreement.

      9.4 TERMINATION OF RESTRICTIONS.  Notwithstanding the foregoing provisions
of SECTION 9, the restrictions  imposed by this Section upon the transferability
of the Warrants,  the Warrant Stock and the  Restricted  Common Stock (or Common
Stock issuable upon the exercise of the Warrants) and the legend requirements of
SECTION 9.1 shall  terminate  as to any  particular  Warrant or share of Warrant
Stock or Restricted  Common Stock (or Common Stock issuable upon the exercise of
the Warrants) (i) when and so long as such security shall have been  effectively
registered  under the  Securities  Act and disposed of pursuant  thereto or (ii)
when  the  Company  shall  have  received  an  opinion  of  counsel   reasonably
satisfactory  to it that such  shares may be  transferred  without  registration
thereof under the Securities Act and applicable state  securities law.  Whenever
the  restrictions  imposed by SECTION 9 shall  terminate as to this Warrant,  as
hereinabove  provided,  the Holder  hereof shall be entitled to receive from the
Company upon written request of the Holder, at the expense of the Company, a new
Warrant  bearing the  following  legend in place of the  restrictive  legend set
forth hereon:

      "THE  RESTRICTIONS ON  TRANSFERABILITY  OF THE WITHIN WARRANT CONTAINED IN
      SECTION 9 HEREOF  TERMINATED ON  __________  _____,  200__,  AND ARE OF NO
      FURTHER FORCE AND EFFECT."

All Warrants issued upon  registration of transfer,  division or combination of,
or in  substitution  for,  any Warrant or Warrants  entitled to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
by this Section shall  terminate as to any share of Restricted  Common Stock, as
hereinabove  provided,  the holder thereof shall be entitled to receive from the
Company,  at the Company's expense,  a new certificate  representing such Common
Stock not bearing the restrictive legend set forth in SECTION 9.1(a).

      9.5 LISTING ON SECURITIES  EXCHANGE.  If the Company shall list any shares
of Common  Stock on any  securities  exchange,  it will,  at its  expense,  list
thereon,  maintain and, when necessary,  increase such listing of, all shares of
Common  Stock  issued  or,  to  the  extent


                                      -13-
<PAGE>

permissible under the applicable  securities  exchange rules,  issuable upon the
exercise  of this  Warrant  so long as any  shares of Common  Stock  shall be so
listed during any such Exercise Period.

10.   SUPPLYING INFORMATION

      The Company shall  cooperate with Holder in supplying such  information as
may be  reasonably  necessary  for Holder to complete  and file any  information
reporting forms presently or hereafter required by the Commission as a condition
to the  availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

11.   LOSS OR MUTILATION

      Upon   receipt  by  the  Company   from  Holder  of  evidence   reasonably
satisfactory  to it of the  ownership  of and the loss,  theft,  destruction  or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood  that the written  agreement  and  affidavit  of the Holder  shall be
sufficient indemnity), and in case of mutilation upon surrender and cancellation
hereof,  the  Company  will  execute and deliver in lieu hereof a new Warrant of
like tenor to Holder; PROVIDED, in the case of mutilation, no indemnity shall be
required if this Warrant in identifiable  form is surrendered to the Company for
cancellation.

12.   OFFICE OF THE COMPANY

      As long as any of the  Warrants  remain  outstanding,  the  Company  shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.

13.   LIMITATION OF LIABILITY

      No provision  hereof,  in the absence of  affirmative  action by Holder to
purchase  shares of Common  Stock,  and no  enumeration  herein of the rights or
privileges of Holder hereof,  shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.  Until
the exercise of this  Warrant,  the Holder shall not have or exercise any rights
by virtue hereof as a stockholder of the Company.

14.   MISCELLANEOUS

      14.1 NONWAIVER AND EXPENSES.  No course of dealing or any delay or failure
to exercise any right  hereunder on the part of Holder shall operate as a waiver
of such right or otherwise prejudice Holder's rights, powers or remedies.

      14.2 NOTICE  GENERALLY.  Except as may be otherwise  provided herein,  any
notice or other  communication or delivery required or permitted hereunder shall
be in writing  and shall be  delivered  personally  or sent by  certified  mail,
postage prepaid, or by a nationally  recognized  overnight courier service or by
facsimile (with confirmation  back), and shall be


                                      -14-
<PAGE>

deemed given when so delivered  personally or by overnight courier service or by
facsimile,  or, if mailed, five (5) days after the date of deposit in the United
States mails, as follows:

      (1)   If to the Company, to:

                  Dyntek, Inc.
                  18881 Von Karman Avenue
                  Suite 250
                  Irvine, California 92612
                  Attention: Steven Ross, President
                  Telephone: (949) 955-0078

                  With a copy to:

                  Peter W. Rothberg, Esq.
                  Nixon Peabody, LLP
                  437 Madison Avenue
                  New York, New York 10022
                  Telephone: (212) 940-3000
                  Facsimile: (212) 940-3111

      (2)   If to the Holder, to:

                  Network 1 Financial Securities, Inc.
                  The Galleria
                  2 Bridge Avenue, Building 2, Penthouse
                  Red Bank, New Jersey 07701
                  Attention: William R. Hunt, Jr., President
                  Telephone: (732) 758-9001
                  Facsimile: (732) 758-6671

            With a copy to:

                  Virginia K. Sourlis, Esq.
                  The Galleria, 2 Bridge Avenue
                  Building 5, 1st Floor
                  Red Bank, New Jersey 07701
                  Telephone: (732) 530-9007
                  Facsimile: (732) 530-9008

The  Company or the Holder may  change  the  foregoing  address by notice  given
pursuant to this SECTION 14.2.

      14.3 SUCCESSORS AND ASSIGNS. Subject to the provisions of SECTIONS 3.1 AND
9, this  Warrant and the rights  evidenced  hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and assigns
of Holder.  The provisions of this Warrant are intended to be for the benefit of
all Holders from time to time of this Warrant


                                      -15-
<PAGE>

and, with respect to SECTION 9 hereof,  holders of Warrant  Stock,  and shall be
enforceable by any such Holder or holder of Warrant Stock.

      14.4  AMENDMENT.  This  Warrant and all other  Warrants may be modified or
amended or the provisions  hereof waived with the written consent of the Company
and the Holder.

      14.5 SEVERABILITY. Wherever possible, each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Warrant.

      14.6 HEADINGS.  The headings used in this Warrant are for the  convenience
of  reference  only and shall  not,  for any  purpose,  be deemed a part of this
Warrant.

      14.7  GOVERNING  LAW.  This  Warrant  shall be governed by the laws of the
State of New York, without regard to the provisions thereof relating to conflict
of laws.


                                      -16-
<PAGE>

      IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant to be duly
executed  and its  corporate  seal to be  impressed  hereon and  attested by its
Secretary or an Assistant Secretary.

Dated: _____________ _____, 200____

                                             DYNTEK, INC.

                                             By: _______________________________
                                                 Steven Ross
                                                 President

Attest:

By: ______________________________
    James Linesch
    Secretary


                                      -17-
<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

To:   Dyntek, Inc.

      The  undersigned  pursuant  to the  provisions  set forth in the  attached
Warrant (No. W-____), hereby irrevocably elects to (check one):

      _____      (A)  purchase ___ shares of the Common  Stock,  par value $___
                  per share, of Dyntek,  Inc. (the "Common  Stock"),  covered by
                  such   Warrant   and   herewith   makes   payment  of  $_____,
                  representing  the full  purchase  price for such shares at the
                  price per share provided for in such Warrant; or

      _____       (B) convert ______  Converted  Warrant Shares into that number
                  of shares  of fully  paid and  nonassessable  shares of Common
                  Stock, determined pursuant to the provisions of Section 2.4 of
                  the Warrant.

      The Common Stock for which the Warrant may be exercised or converted shall
be known herein as the "Warrant Stock".

      The  undersigned is aware that the Warrant Stock has not been and will not
be registered  under the  Securities  Act of 1933,  as amended (the  "Securities
Act") or any state securities laws. The undersigned understands that reliance by
the Company on exemptions  under the  Securities  Act is predicated in part upon
the truth and accuracy of the statements of the undersigned in this Subscription
Form.

      The  undersigned  represents  and warrants that (1) it has been  furnished
with all  information  which it deems necessary to evaluate the merits and risks
of the  purchase of the Warrant  Stock,  (2) it has had the  opportunity  to ask
questions  concerning the Warrant Stock and the Company and all questions  posed
have been answered to its satisfaction, (3) it has been given the opportunity to
obtain any additional  information it deems  necessary to verify the accuracy of
any information obtained concerning the Warrant Stock and the Company and (4) it
has such knowledge and  experience in financial and business  matters that it is
able to evaluate  the merits and risks of  purchasing  the Warrant  Stock and to
make an informed investment decision relating thereto.

      The  undersigned  hereby  represents and warrant that it is purchasing the
Warrant Stock for its own account for investment and not with a view to the sale
or distribution of all or any part of the Warrant Stock.

      The  undersigned  understands  that because the Warrant Stock has not been
registered  under the Securities Act, it must continue to bear the economic risk
of the investment for an indefinite  period of time and the Warrant Stock cannot
be sold unless it is subsequently


                                       A-1
<PAGE>

registered  under  applicable  federal and state securities laws or an exemption
from such registration is available.

      The  undersigned  agrees  that it will in no event sell or  distribute  or
otherwise dispose of all or any part of the Warrant Stock unless (1) there is an
effective  registration  statement under the Securities Act and applicable state
securities  laws covering any such  transaction  involving the Warrant Stock, or
(2)  the  Company  receives  an  opinion  satisfactory  to  the  Company  of the
undersigned's  legal  counsel  stating  that such  transaction  is  exempt  from
registration.  The  undersigned  consents  to the  placing  of a  legend  on its
certificate  for the Warrant  Stock  stating that the Warrant Stock has not been
registered and setting forth the restriction on transfer contemplated hereby and
to the placing of a stop transfer order on the books of the Company and with any
transfer agents against the Warrant Stock until the Warrant Stock may be legally
resold or distributed without restriction.

      The   undersigned   has  considered  the  federal  and  state  income  tax
implications of the exercise of the Warrant and the purchase and subsequent sale
of the Warrant Stock.

Dated: ____________________________     Print Name: ____________________________

                                        Signature: _____________________________

                                        Witness: _______________________________

                         Insert Social Security or Other
                         Identifying Number of Holder: _________________________


                                       A-2
<PAGE>

                                    EXHIBIT B

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the  undersigned  under this  Warrant,  with  respect to the number of shares of
Common Stock set forth below:

                                                              NO. OF SHARES
NAME AND ADDRESS OF ASSIGNEE                                 OF COMMON STOCK
----------------------------                                 ---------------

and does  hereby  irrevocably  constitute  and  appoint  _______________________
attorney-in-fact    to    register    such    transfer    on   the    books   of
______________________________  maintained  for the purpose,  with full power of
substitution in the premises.

Dated: ____________________________     Print Name: ____________________________

                                        Signature: _____________________________

                                        Witness: _______________________________

                         Insert Social Security or Other
                         Identifying Number of Holder: _________________________

NOTICE:  The  signature  on this  assignment  must  correspond  with the name as
written  upon the  face of the  within  Warrant  in  every  particular,  without
alteration or enlargement or any change whatsoever.


                                       B-1

</TEXT>
</DOCUMENT>
