DYNTEK INC
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>e19740ex10-6.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
                                                                    Exhibit 10.6

                          REGISTRATION RIGHTS AGREEMENT

      THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of October 15, 2004 (this
"Agreement"),  is made by DYNTEK,  INC., a Delaware corporation (the "Company"),
and the Purchasers set forth on Schedule 1 hereto ("Purchasers").

                              W I T N E S S E T H:

      WHEREAS,  pursuant to an 9% Senior Subordinated  Convertible Note Purchase
Agreement,  dated as of the date hereof,  between the Company and the Purchasers
(the  "Purchase  Agreement"),  the  Company  has agreed to issue and sell to the
Purchasers an aggregate of  $4,438,775  in principal  amount of the Company's 9%
Senior Subordinated  Convertible Notes due October 15, 2007 (the "Notes"), which
Notes are convertible into shares (the  "Underlying  Shares") of common stock of
the Company,  $0.0001 par value per share ("Common  Stock"),  in accordance with
the terms of the Purchase Agreement and the Notes. Additionally, pursuant to the
Purchase  Agreement,  the Company has agreed to provide to the Purchasers one or
more warrants (the "Warrants") to purchase shares of the Company's Common Stock.

      WHEREAS,  to induce the  Purchasers  to execute and  deliver the  Purchase
Agreement,  the  Company  has  agreed to  provide  to the  Purchasers  and their
permitted assigns certain  registration rights under the Securities Act of 1933,
as amended (the "Securities Act"), and applicable state securities laws; and

      WHEREAS,  this Agreement,  together with the Notes, the Purchase Agreement
and the Warrants,  are hereinafter  collectively referred to as the "Transaction
Documents".

      NOW, THEREFORE,  in consideration of the foregoing premises and other good
and  valuable  consideration,  the Company and the  Purchasers  hereby  agree as
follows:

      1.    Definitions.

            As used in this  Agreement,  the  following  terms  shall  have  the
      following meanings:

            (a)   "Claims"  shall  have the  meaning  ascribed  to it in Section
                  6(a).

            (b)   "Effective  Date"  means the 90th day  following  the  Closing
                  Date.

            (c)   "Excess  Liability"  shall have the meaning  ascribed to it in
                  Section 6(e).

            (d)   "Filing Date" means the 30th day following the Closing Date.

            (e)   "Holder" or "Holders"  mean a holder or holders of Registrable
                  Securities.


                                        1
<PAGE>

            (f)   "Indemnified  Person" shall have the meaning ascribed to it in
                  Section 6(a).

            (g)   "Registrable  Securities"  shall  mean (i) the  Shares and the
                  shares of Common Stock or other securities  issued or issuable
                  to the Purchaser or its  permitted  transferee or designee (a)
                  upon  conversion  of the  Notes and upon the  exercise  of the
                  Warrants,  the Placement Warrants and the Additional  Warrants
                  or  payment  of  interest  or  any  installment  of  Mandatory
                  Prepayment  (as  defined  in  the  Notes),  or  (b)  upon  any
                  distribution   with  respect  to,  any  exchange  for  or  any
                  replacement  of  such  Notes  or  Warrants,  or (c)  upon  any
                  conversion,  exercise or exchange of any securities  issued in
                  connection   with   any   such   distribution,   exchange   or
                  replacement; (ii) securities issued or issuable upon any stock
                  split, stock dividend,  recapitalization or similar event with
                  respect to such  shares of Common  Stock;  and (iii) any other
                  security  issued  as a  dividend  or other  distribution  with
                  respect  to,  in  exchange  for,  or in  replacement  of,  the
                  securities referred to in the preceding clauses.

            (h)   "Registration Period" shall have the meaning ascribed to it in
                  Section 2(ii).

            (i)   "Registration  Statement"  means a  registration  statement or
                  registration   statements  of  the  Company  filed  under  the
                  Securities Act covering Registrable Securities.

            (j)   "Register,"   "Registered"  and  "Registration"   refer  to  a
                  registration  effected by preparing and filing a  registration
                  statement in compliance  with the  Securities Act and pursuant
                  to Rule 415 under the  Securities  Act or any  successor  rule
                  providing for offering securities on a continuous basis ("Rule
                  415"),  and the  declaration or ordering of  effectiveness  of
                  such  registration  statement by the United States  Securities
                  and Exchange SEC (the "SEC").

            (k)   "Rule 144" shall have the meaning ascribed to it in Section 8.

            (l)   "Securities  Act" shall mean the  Securities  Act of 1933,  as
                  amended.

            (m)   "Shares" means the Underlying Shares and the Warrant Shares.

            (n)   "Violations"  shall have the meaning ascribed to it in Section
                  6(a).

            (o)   "Warrant  Shares"  means the shares of Common  Stock issued or
                  issuable  upon  exercise  of, or  otherwise in respect of, the
                  Warrants, the Additional Warrants and the Placement Warrants.

      Capitalized terms defined in the introductory paragraph or the recitals to
this Agreement shall have the respective meanings therein provided.  Capitalized
terms used herein and not


                                        2
<PAGE>

otherwise  defined  herein  shall have the  meanings  set forth in the  Purchase
Agreement or elsewhere in the Transaction Documents.

      2.    Mandatory Registration.

      (i) The  Company  shall  prepare  and file with the SEC not later than the
Filing Date a Registration  Statement or Registration  Statements (as necessary)
on Form S-3  covering  the resale of all of the  Registrable  Securities,  in an
amount  sufficient to cover the resale of the Shares issuable upon conversion of
the Notes  and  exercise  of the  Warrants,  the  Additional  Warrants,  and the
Placement  Warrants  and  payments of interest  and  installments  of  Mandatory
Prepayments  (as defined in the Notes) on the Notes.  In the event that Form S-3
is  unavailable  and/or  inappropriate  for  such  a  registration  of  all  the
Registrable  Securities,  the Company  shall use such other form or forms as are
available and appropriate for such a registration.  Any  Registration  Statement
prepared pursuant hereto shall register for resale at least 16,000,000 shares of
Common  Stock,  which  includes  such  number  of  shares  as are in good  faith
estimated  by  the  Company  to  be  issuable  due  to  the   operation  of  the
anti-dilution provisions of the Purchase Agreement, the Warrants, the Additional
Warrants and the  Placement  Warrants.  The Company  shall use its  commercially
reasonable 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 prior to the Effective Date; provided that, if (1) the Registration
Statement is not filed by the Filing Date, (2) the Registration Statement is not
declared  effective  by the  Effective  Date,  (3)  the  Registration  Statement
required to be filed by the Company  pursuant to this Section  shall cease to be
available  for use by any holder of the Note which is named therein as a selling
stockholder for any reason (including,  without limitation,  by reason of a stop
order, a material misstatement or omission in such Registration Statement or the
information contained in such Registration Statement having become outdated), or
(4) the Company fails,  refuses or is otherwise  unable timely to issue,  Shares
upon conversion of the Notes or upon exercise of the Warrants in accordance with
the terms of the Notes and the Warrants,  or  certificates  therefor as required
under the Transaction Documents, then the Company shall pay to each Purchaser an
amount  equal to one percent (1%) per 30-day  period of the purchase  price paid
for the Notes  purchased by such Purchaser.  Thereafter,  for every 30 days that
pass during which any of the events  described in clauses (1),  (2), (3) and (4)
above occurs and is continuing (the "Blackout Period"), the Company shall pay to
each  Purchaser an  additional  amount equal to one percent (1%) of the purchase
price paid for the Notes purchased by such Purchaser. Each such payment shall be
due within five days of the end of each  calendar  month of the Blackout  Period
until the termination of the Blackout Period and within five (5) days after such
termination.  Such payments shall be in partial  compensation  to the Purchaser,
and shall not constitute the Purchaser's  exclusive remedy for such events.  The
Blackout  Period  shall  terminate  upon  (x)  the  filing  of the  Registration
Statement  in the  case  of  clause  (1)  above;  (y) the  effectiveness  of the
Registration  Statement  in the  case of  clauses  (2) and  (3)  above;  and (z)
delivery of such shares or certificates in the case of clause (4) above.

      (ii) The  Company  shall use its best  efforts  to keep each  Registration
Statement  effective (pursuant to Rule 415 if available) at all times until such
date as is the earlier of (i) the


                                        3
<PAGE>

date on which all of the Registrable Securities have been sold and (ii) the date
on which the Registrable Securities (in the opinion of counsel to each Purchaser
and  reasonably  acceptable to legal counsel for the Company) may be immediately
sold without restriction (including without limitation as to volume restrictions
by each holder  thereof)  without  registration  under the  Securities  Act (the
"Registration Period").

      (iii) If any offering  pursuant to a Registration  Statement,  pursuant to
Section 2 hereof,  involves an underwritten offering (which may only be with the
consent of the  Company),  each  Purchaser  shall have the right to select legal
counsel  and an  investment  banker  or  bankers  and  manager  or  managers  to
administer to the  offering,  which  investment  banker or bankers or manager or
managers shall be reasonably satisfactory to the Company.

      (iv) If the  Registrable  Securities  are  registered  for sale  under the
Securities Act, the Purchasers shall cease any distribution of such shares under
the Registration  Statement not more than once in any 12-month period, for up to
30 days, upon the request of the Company if: (x) such distribution would require
the  public  disclosure  of  material  non-public   information  concerning  any
transaction or negotiations involving the Company or any of its affiliates that,
in the good faith judgment of the Company's Board of Directors, would materially
interfere with such transaction or  negotiations,  (y) such  distribution  would
otherwise  require  premature  disclosure of information that, in the good faith
judgment  of the  Company's  Board  of  Directors,  would  adversely  affect  or
otherwise be  detrimental  to the Company or (z) the Company  proposes to file a
registration  statement  under the  Securities  Act for the offering and sale of
securities  for its own account in an  underwritten  offering  and the  managing
underwriter therefor shall advise the Company in writing that in its opinion the
continued  distribution of the Registrable Securities would adversely affect the
offering  of the  securities  proposed to be  registered  for the account of the
Company.  The Company shall  promptly  notify each Purchaser at such time as (i)
such  transactions or  negotiations  have been otherwise  publicly  disclosed or
terminated,  or (ii) such non-public  information has been publicly disclosed or
counsel to the Company has determined  that such  disclosure is not required due
to subsequent events.

      (v) The Company  shall permit a single firm of counsel  designated  by the
Purchasers  to  review  such  Registration  Statement,  and all  amendments  and
supplements  thereto (as well as all requests for  acceleration or effectiveness
thereof and any  correspondence  between the Company and the SEC relating to the
Registration   Statement)   (collectively,   the  "Registration   Documents")  a
reasonable  period of time prior to their  filing with the SEC, and not file (or
send) any  Registration  Documents  in a form to which such  counsel  reasonably
objects and will not request acceleration of such Registration Statement without
prior  notice to such  counsel.  The  sections  of such  Registration  Statement
covering information with respect to the Purchasers,  the Purchaser's beneficial
ownership of  securities  of the Company or the  Purchasers  intended  method of
disposition of Registrable  Securities shall conform to the information provided
to the Company by each of the Purchasers.

      3. Obligations of the Company.  In connection with the registration of the
Registrable Securities, the Company shall do each of the following:


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<PAGE>

            (a)  Prepare  and  file  with  the SEC the  Registration  Statements
required  by  Section  2  of  this  Agreement  and  such  amendments  (including
post-effective  amendments) and supplements to the  Registration  Statements and
the prospectuses used in connection with the Registration Statements,  as may be
necessary to keep the Registration  Statements effective at all times during the
Registration  Period,  and, during the Registration  Period,  to comply with the
provisions of the Securities  Act with respect to the  disposition of all of the
Registrable  Securities  until such time as all of such  Registrable  Securities
have been disposed of in accordance with the intended  methods of disposition by
the seller or sellers thereof as set forth in the Registration Statements;

            (b) The Company  shall  promptly  furnish,  after such  Registration
Statements  are  prepared,   filed  with  the  SEC,  publicly  disseminated  and
distributed  and  received  by the  Company,  to each  Purchaser  and its  legal
counsel, a copy of any such Registration Statement, each preliminary prospectus,
each final prospectus, and all amendments and supplements thereto and such other
documents as each  Purchaser may  reasonably  request in order to facilitate the
disposition of its Registrable Securities;

            (c) As soon as practicable  for the Company and its counsel,  but no
later than two business days after receipt  thereof,  furnish to each  Purchaser
and its  counsel  copies of all  correspondence  between the Company and the SEC
with respect to any  Registration  Statement or amendment or supplement  thereto
filed pursuant to this Agreement;

            (d) Use commercially  reasonable efforts to (i) register and qualify
the Registrable  Securities  covered by the  Registration  Statements under such
other securities or blue sky laws, if applicable,  of such  jurisdictions as the
Purchaser may reasonably  request,  (ii) prepare and file in those jurisdictions
such amendments  (including  post-effective  amendments) and supplements to such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof at all times during the Registration  Period,  (iii) take
such other  actions as may be  necessary  to  maintain  such  registrations  and
qualifications  in effect at all times during the  Registration  Period and (iv)
take all other  actions  necessary  or  advisable  to  qualify  the  Registrable
Securities for sale in such jurisdictions, except that the Company shall not for
any such  purpose be required to qualify  generally  to do business as a foreign
corporation in any jurisdiction wherein it would not but for the requirements of
this  subsection  (d) be obligated to be so qualified,  or to subject  itself to
taxation in any such  jurisdiction,  or to consent to general service of process
in any such jurisdiction;

            (e) List such  securities  on The  Nasdaq  National  Market,  if the
Company's  securities  are  listed on such  market,  and all the other  national
securities exchanges on which any securities of the Company are then listed, and
file any  filings  required  by The Nasdaq  National  Market  and/or  such other
securities exchanges; provided, however, that no representation is made that the
Company will remain listed on the Nasdaq National Market;

            (f) Notify  each  Purchaser  and (if  requested  by such  Purchaser)
confirm such advice in writing,  (i) when or if the prospectus or any prospectus
supplement or post-effective


                                       5
<PAGE>

amendment  has been filed with the SEC,  and,  with respect to any  Registration
Statement  or any  post-effective  amendment,  when the  same has been  declared
effective  by the  SEC,  (ii)  of any  request  by the  SEC  for  amendments  or
supplements  to a  Registration  Statement or the  prospectus or for  additional
information,  (iii) of the issuance by the SEC of any stop order  suspending the
effectiveness  of  such   Registration   Statement  or  the  initiation  of  any
proceedings  for  that  purpose,  (iv)  of the  receipt  by the  Company  of any
notification  with  respect  to  the  suspension  of  the  qualification  of the
Registrable Shares for sale in any jurisdiction or the initiation or threatening
of any proceeding  for such purpose,  and (v) of the happening of any event as a
result of which the prospectus included 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 the light of the circumstances then existing;

            (g) If any fact  contemplated by clause (v) of paragraph (f), above,
shall exist,  promptly prepare a supplement or  post-effective  amendment to the
Registration  Statement or the related  prospectus or any document  incorporated
therein by reference or file any other required  document so that, as thereafter
delivered to the purchaser of the  Registrable  Securities,  the prospectus will
not contain an untrue  statement of material  fact or omit to state any material
fact necessary to make the statements therein not misleading;

            (h) If the Company has  consented  to an  underwritten  offering and
such offering is  underwritten,  at the request of any Purchaser,  to furnish on
the effective date of the applicable Registration Statement and on the date that
Registrable  Securities are delivered to the  underwriters  for sale pursuant to
such  registration:  (i) an opinion dated such date of counsel  representing the
Company for the purposes of such registration, addressed to the underwriters and
to such Purchaser, stating that such registration statement has become effective
under the Securities Act and that (A) to the best knowledge of such counsel,  no
stop  order  suspending  the  effectiveness  thereof  has  been  issued  and  no
proceedings for that purpose have been instituted or are pending or contemplated
under  the  Securities  Act and  (B) the  registration  statement,  the  related
prospectus  and each  amendment or supplement  thereof  comply as to form in all
material  respects with the requirements of the Securities Act (except that such
counsel  need not  express  any  opinion  as to  financial  statements  or other
financial  data  contained  therein)  and (ii) a letter dated such date from the
Company's  independent public  accountants  addressed to the underwriters and to
such Purchaser,  stating that they are independent public accountants within the
meaning of the Securities Act and that, in the opinion of such accountants,  the
financial  statements of the Company included in the  registration  statement or
the prospectus, or any amendment or supplement thereof, comply as to form in all
material respects with the applicable accounting  requirements of the Securities
Act,  and such letter  shall  additionally  cover such other  financial  matters
(including  information  as to the period ending no more than five business days
prior to the date of such  letter)  with  respect to such  registration  as such
underwriters may reasonably request;

            (i)  Cooperate   with  the   Purchasers  to  facilitate  the  timely
preparation  and delivery of certificates  for the Registrable  Securities to be
offered pursuant to the Registration


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<PAGE>

Statement and to enable such  certificates for the Registrable  Securities to be
in such  denominations  or  amounts,  as the case may be, as the  Purchaser  may
reasonably request,  and registered in such names as the Purchasers may request;
and,  within three business days after a Registration  Statement  which includes
Registrable  Securities  is ordered  effective  by the SEC,  the  Company  shall
deliver,  and shall cause legal counsel  selected by the Company to deliver,  to
the  transfer  agent  for  the  Registrable  Securities  (with  copies  to  each
Purchaser) an appropriate instruction and opinion of such counsel,  satisfactory
to the Company, and the Purchaser and its legal counsel;

            (j) Enter into customary  agreements  (including,  in the case of an
underwritten offering,  underwriting agreements in customary form, and including
provisions with respect to  indemnification  and  contribution in customary form
and consistent with the provisions  relating to indemnification and contribution
contained herein) and take all other customary and appropriate  actions in order
to expedite or facilitate the disposition of such Registrable  Securities and in
connection therewith:

                  (i) make such representations and warranties to each Purchaser
and the  underwriters,  if any, in form,  substance and scope as are customarily
made by issuers to underwriters in similar underwritten offerings;

                  (ii) to the extent  requested  and  customary for the relevant
transaction, enter into a securities sales agreement with any Purchaser and such
representative  of such Purchaser as such Purchaser shall select relating to the
Registration  and providing  for,  among other things,  the  appointment of such
representative  as agent  for  such  Purchaser  for the  purpose  of  soliciting
purchases of Registrable Securities, which agreement shall be customary in form,
substance and scope and shall contain customary representations,  warranties and
covenants; and

                  (iii) deliver such customary documents and certificates as may
be reasonably requested by any Purchaser whose Registrable  Securities are being
sold or by the managing underwriters, if any.

            (k) The Company shall hold in confidence and not make any disclosure
of  information  concerning  any  Purchaser  provided to the Company  unless (i)
disclosure  of such  information  is  necessary  to comply with federal or state
securities laws and/or the requests of any self-regulatory  organizations,  (ii)
the  disclosure  of  such  information  is  necessary  to  avoid  or  correct  a
misstatement  or omission in any  Registration  Statement,  (iii) the release of
such  information is ordered  pursuant to a subpoena or other order from a court
or governmental  body of competent  jurisdiction,  or (iv) such  information has
been  made  generally  available  to the  public  other  than by  disclosure  in
violation of this or any other agreement. The Company agrees that it shall, upon
learning that disclosure of such information  concerning any Purchaser is sought
in or by a court or  governmental  body of competent  jurisdiction,  give prompt
notice  to such  Purchaser  prior to making  such  disclosure,  and  allow  such
Purchaser, at its expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.


                                       7
<PAGE>

      4. Obligations of the Purchaser to Provide Information. In connection with
the registration of the Registrable Securities,  each Purchaser shall furnish to
the Company such information  regarding itself, the Registrable  Securities held
by it and the intended method of disposition of the Registrable  Securities held
by it as shall be  reasonably  requested in writing by the Company to effect the
registration of such  Registrable  Securities,  and each Purchaser shall execute
any and all such documents in connection  with such  registration as the Company
and its legal counsel may reasonably  request.  At least ten business days prior
to the first anticipated filing date of the Registration Statement,  the Company
shall notify each Purchaser in writing of the information  the Company  requires
of any Purchaser to be included in the  Registration  Statement.  Each Purchaser
shall give  sufficient  notice to the Company  before  selling  any  Registrable
Securities so that the Company may prepare and file any necessary post-effective
amendments to the Registration  Statement or such additional filings as shall be
necessary or desirable.

      5. Expenses of Registration. All expenses and fees, other than Purchaser's
brokerage  discounts or commissions,  incurred in connection with registrations,
filings or qualifications pursuant to Section 3, including,  without limitation,
all registration, listing, and qualification fees, printing and accounting fees,
and the fees and  disbursements  of counsel  for the  Company,  and the fees and
disbursements of one counsel to the Purchasers with respect to each Registration
Statement filed pursuant hereto, shall be borne by the Company.

      6. Indemnification.  In the event any Registrable  Securities are included
in a Registration Statement under this Agreement:

            (a) The Company will  indemnify  and hold  harmless the  Purchasers,
their investment advisor and sub-advisors,  their officers,  directors, members,
partners and shareholders,  and each person, if any, who controls any Purchasers
within  the  meaning  of the  Securities  Act  or the  Exchange  Act  (each,  an
"Indemnified  Person"),  against any losses,  claims,  damages,  liabilities  or
expenses (joint or several)  incurred  (collectively,  "Claims") to which any of
them may become subject under the Securities Act, the Exchange Act or otherwise,
insofar  as such  Claims  (or  actions  or  proceedings,  whether  commenced  or
threatened,  in respect  thereof) arise out of or are based upon: (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in the
Registration  Statement or any post-effective  amendment thereof or the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances in which they were made, not misleading, (ii) any untrue statement
or alleged  untrue  statement of a material  fact  contained in any  preliminary
prospectus if used prior to the effective date of such  Registration  Statement,
or contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement  thereto with the SEC) or the omission
to state  therein any material  fact  necessary in order to make the  statements
made  therein,  in light of the  circumstances  under which they were made,  not
misleading,  or (iii) any  violation or alleged  violation by the Company of the
Securities  Act, the Exchange  Act, any state or foreign  securities  law or any
rule or regulation  under the  Securities  Act, the Exchange Act or any state or
foreign


                                       8
<PAGE>

securities  law (the  matters in  foregoing  clauses  (i) through  (iii)  being,
collectively,  "Violations").  The Company  shall,  subject to the provisions of
Section 6(b) below,  reimburse  each  Purchaser,  promptly as such  expenses are
incurred and are due and payable,  for any reasonable legal fees for one counsel
to the  Purchasers  and other  reasonable  costs and expenses  incurred by it in
connection  with the  investigation  or defense of any such  violation or Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained  in this  Section  6(a)  shall  not (i)  apply to any Claim
arising out of or based upon reliance upon  information  furnished in writing to
the Company by or on behalf of any Indemnified Person for use in connection with
the preparation of the Registration  Statement or any such amendment  thereof or
supplement thereto;  (ii) with respect to any preliminary  prospectus,  inure to
the  benefit of any such person  from whom the person  asserting  any such Claim
purchased the  Registrable  Securities  that are the subject  thereof (or to the
benefit of any person  controlling  such  person)  if the  untrue  statement  or
omission of material fact contained in the preliminary  prospectus was corrected
in the  final  prospectus,  as then  amended  or  supplemented,  if  such  final
prospectus  was timely made  available  by the Company  pursuant to Section 3(b)
hereof; (iii) be available to the extent that such Claim is based upon a failure
of any  Purchaser to deliver or to cause to be  delivered  the  prospectus  made
available by the Company,  if such  prospectus  was timely made available by the
Company  pursuant  to Section  3(b)  hereof;  or (iv)  apply to amounts  paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably  withheld.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of
the Registrable Securities by any Purchaser pursuant to Section 9.

            (b) Each  Purchaser  will indemnify the Company and its officers and
directors  against any Claims  arising  out of or based upon a  Violation  which
occurs in reliance upon information  furnished in writing to the Company,  by or
on behalf of such  Purchaser,  for use in connection with the preparation of the
Registration  Statement (including any modifications,  amendments or supplements
thereto),  subject to such  limitations  and conditions as are applicable to the
indemnification  provided by the Company in this Section 6;  provided,  however,
that in no event shall any  indemnity  by such  Purchaser  under this  Section 6
exceed the amount of the net proceeds  received by such  Purchaser in connection
with the offering effected through such Registration Statement.

            (c)  Promptly  after  receipt by an  Indemnified  Person  under this
Section  6  of  notice  of  the  commencement  of  any  action   (including  any
governmental  action),  such  Indemnified  Person  shall,  if a Claim in respect
thereof is to be made  against  any  indemnifying  party  under this  Section 6,
deliver to the indemnifying party a written notice of the commencement  thereof,
and the  indemnifying  party shall have the right to participate  in, and to the
extent  that  the  indemnifying  party  so  desires,   jointly  with  any  other
indemnifying party similarly notified,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person,  provided,  however,  that an Indemnified Person shall have the right to
retain its own counsel with the  reasonable  fees and expenses to be paid by the
indemnifying  party,  if, in the reasonable  opinion of counsel  retained by the


                                       9
<PAGE>

indemnifying party, the representation by such counsel of the Indemnified Person
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing  interests  between  such  Indemnified  Person  and  any  other  party
represented by such counsel in such proceeding. In such event, the Company shall
pay for only one legal counsel for the Purchasers,  and such legal counsel shall
be  selected by the  Purchasers.  The  failure to deliver  written  notice to an
indemnifying  party within a reasonable time after the  commencement of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person  under  this  Section  6,  except  to the  extent  that  the
indemnifying  party is materially  prejudiced in its ability to such action. The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the  investigation  or defense,  as such
expense, loss, damage or liability is incurred and is due and payable.

            (d) No  indemnifying  party,  in the  defense  of any such  claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Person  of  an  unconditional  and  irrevocable  release  from  all
liability in respect of such claim or litigation.

            (e) Notwithstanding the foregoing, to the extent that any provisions
relating  to  indemnification  or  contribution  contained  in the  underwriting
agreements entered into among the Company, the underwriters and any Purchaser in
connection  with the  underwritten  public  offering  are in  conflict  with the
foregoing  provisions,  the provisions in such underwriting  agreements shall be
controlling as to the Registrable Securities included in the public offering.

      7.  Contribution.  To the extent any  indemnification  by an  indemnifying
party is prohibited  or limited under  applicable  law, the  indemnifying  party
agrees to contribute to the amount paid or payable by such indemnified  party as
a result of such loss, claim, damage, liability or expense in such proportion as
is appropriate to reflect the relative  fault of the  indemnifying  party on the
one hand and the  Indemnified  Person on the other hand in  connection  with the
statements  or  omissions  which  resulted in such  Claim,  as well as any other
relevant equitable considerations.  The relative fault of the indemnifying party
and the  Indemnified  Person shall be  determined  by reference  to, among other
things, whether the untrue statement of a material fact or the omission to state
a material fact on which such Claim is based relates to information  supplied by
the indemnifying  party or by the Indemnified  Person, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.  Notwithstanding  the forgoing,  (a) no contribution
shall be made under circumstances where the payor would not have been liable for
indemnification  under the fault standards set forth in Section 6, (b) no seller
of Registrable  Securities  guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
such  fraudulent  misrepresentation  and  (c)  contribution  by  any  seller  of
Registrable  Securities shall be limited in amount to the net proceeds  received
by such seller from the sale of such Registrable Securities. The Company and the
Purchasers  agree  that it  would  not be just  and  equitable  if  contribution
pursuant to this Section 7 were determined by pro rata  allocation  (even if any
Purchaser and any


                                       10
<PAGE>

other party were treated as one entity for such  purpose) or by any other method
of  allocation  that  does  not take  account  of the  equitable  considerations
referred to in this Section.

      8. Reports  Under  Exchange  Act.  With a view to making  available to the
Purchasers the benefits of Rule 144 promulgated  under the Securities Act or any
other  similar  rule or  regulation  of the SEC that may at any time  permit the
Purchasers to sell securities of the Company to the public without  registration
("Rule 144"), the Company agrees to:

                  (i) make and keep public information available, as those terms
are understood and defined in Rule 144;

                  (ii)  file with the SEC in a timely  manner  all  reports  and
other  documents  required  of the  Company  under  the  Securities  Act and the
Exchange Act; and

                  (iii) furnish to any Purchaser so long as such  Purchaser owns
Shares or Notes  promptly upon request,  (i) a written  statement by the Company
that it has complied with the reporting  requirements  of the Securities Act and
the Exchange Act,  (ii) a copy of the most recent  annual or periodic  report of
the Company and such other  reports  and  documents  so filed by the Company and
(iii)  such  other  information  as may be  reasonably  requested  to permit the
Purchaser to sell such securities pursuant to Rule 144 without registration.

      9. Assignment of the Registration  Rights.  The rights to have the Company
register   Registrable   Securities   pursuant  to  this   Agreement   shall  be
automatically  assigned by any Purchaser to any  transferee  of the  Registrable
Securities  or Notes held by such  Purchaser  if: (a) such  Purchaser  agrees in
writing with the  transferee  or assignee to assign such  rights,  and a copy of
such agreement is furnished to the Company  within a reasonable  time after such
assignment;  (b) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with  written  notice  of the name and  address  of such
transferee  or  assignee;  (c) at or before the time the  Company  receives  the
written notice  contemplated  by clause (b) of this sentence,  the transferee or
assignee  agrees  in  writing  to be  bound by all of the  provisions  contained
herein;  and (d) the transfer of the relevant  Registrable  Securities  complies
with the restrictions set forth in Section 4 of the Purchase Agreement.

      10. Amendment of Registration  Rights. Any provision of this Agreement may
be amended and the observance  thereof may be waived  (either  generally or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent of the  Company and each  Purchaser.  Any  amendment  or waiver
effected in accordance with this Section 10 shall be binding upon such Purchaser
and the Company.

      11.  Termination of  Registration  Rights.  The obligations of the Company
under  this  Agreement  shall  terminate  on the  earlier of (i) the sale of the
Registrable  Securities pursuant to an effective registration statement and (ii)
with respect to each Purchaser, if such Purchaser is eligible to sell under Rule
144(k) under the Securities Act.


                                       11
<PAGE>

      12. Miscellaneous.

            (a) A person or  entity  is  deemed  to be a holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities or Notes convertible into such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more persons
or entities with respect to the same Registrable  Securities,  the Company shall
act upon the basis of the  instructions,  notice or election  received  from the
registered owner of such Registrable Securities or Notes.

            (b) Any notice  required or  permitted  hereunder  shall be given in
writing (unless otherwise specified herein) and shall be effective upon personal
delivery,   via   facsimile   (upon  receipt  of   confirmation   of  error-free
transmission)  or two  business  days  following  deposit of such notice with an
internationally  recognized courier service,  with postage prepaid and addressed
to each of the other  parties  thereunto  entitled  at (i) the address set forth
below or (ii) at such  other  addresses  as a party  may  designate  by ten days
advance written notice to each of the other parties hereto.

COMPANY:             DynTek, Inc.
                     18881 Von Karman Ave.
                     Irvine, CA  92612
                     Attention:
                     Tel.:   (949) 955-0078
                     Fax:    (949) 955-0086

                     With copies to:

                     Stradling Yocca Carlson & Rauth
                     660 Newport Center Drive, Suite 1600
                     Newport Beach, CA 92660
                     Attention:  Christopher Ivey, Esq.
                     Tel.:  (949) 725-4121
                     Fax:  (949) 725-4100

PURCHASERS:
                     830 Third Avenue, 14th Floor
                     New York, New York 10022
                     Attention:
                     Tel.:
                     Fax:


                                       12
<PAGE>

                     830 Third Avenue, 14th Floor
                     New York, New York 10022
                     Attention:
                     Tel.:
                     Fax:

                     With copies to:

                     Katten Muchin Zavis Rosenman
                     575 Madison Avenue
                     New York, New York 10022
                     Attention:  Robert L. Kohl, Esq.
                     Tel.:  (212) 940-6380
                     Fax:  (212) 940-8776

            (c) Failure of any party to exercise  any right or remedy under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

            (d)  This  Agreement   shall  be  governed  by  and  interpreted  in
accordance  with the laws of the State of New  York,  without  giving  effect to
conflicts of laws issues.  Each of the parties agrees to the jurisdiction of the
federal courts whose districts encompass any part of the City of New York or the
state  courts  of the  State  of New  York  sitting  in the  City of New York in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  conveniens,  to the bringing of any such  proceeding in such
jurisdictions. This Agreement may be signed in two or more counterparts, each of
which  shall be deemed an  original.  The  headings  of this  Agreement  are for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation  of, this Agreement.  If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction,  such validity or unenforceability
shall not  affect  the  validity  or  enforceability  of the  remainder  of this
Agreement  or the  validity or  enforceability  of this  Agreement  in any other
jurisdiction. Subject to the provisions of Section 10 hereof, this Agreement may
be amended only by an  instrument  in writing  signed by the party to be charged
with enforcement.

            (e) This Agreement,  together with the other Transaction  Documents,
constitutes  the entire  agreement  among the parties hereto with respect to the
subject  matter  hereof.  This  Agreement  supersedes  all prior  agreements and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.

            (f) Subject to the requirements of Section 9 hereof,  this Agreement
shall inure for the benefit of and be binding upon the successors and assigns of
each of the parties hereto.


                                       13
<PAGE>

            (g) All pronouns and any variations  thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.

            (h) The  Company  acknowledges  that any  failure by the  Company to
perform its obligations  under Section 2, or any delay in such performance could
result in direct and indirect damages to the Purchasers,  and the Company agrees
that,  in addition to any other  liability the Company may have by reason of any
such  failure  or  delay,  the  Company  shall  be  liable  for all  direct  and
consequential  damages caused by any such failure or delay. Nothing herein shall
limit  each  Purchaser's  right to  pursue  any  claim  seeking  such  direct or
consequential damages.

            (i) The initial  number of  Registrable  Securities  included in any
Registration Statement and each increase to the number of Registrable Securities
included  therein shall be allocated pro rata among the Purchasers  based on the
number of  Registrable  Securities  held by each  Purchaser  at the time of such
establishment  or increase,  as the case may be. In the event a Purchaser  shall
sell or otherwise  transfer any of such holder's  Registrable  Securities,  each
transferee  shall be allocated a pro rata  portion of the number of  Registrable
Securities included in a Registration Statement for such transferor.  Any shares
of Common Stock included on a Registration  Statement and which remain allocated
to any person or entity which does not hold any Registrable  Securities shall be
allocated to the remaining Purchasers, pro rata based on the number of shares of
Registrable Securities then held by such Purchasers. For the avoidance of doubt,
the number of Registrable  Securities held by a Purchaser shall be determined as
if all Warrants  then  outstanding  and held by a Purchaser  were  exercised for
Registrable Securities.

            (j) The Company  acknowledges that the obligations of each Purchaser
under this  Agreement,  are  several and not joint with the  obligations  of any
other  Purchaser,  and no  Purchaser  shall  be  responsible  in any way for the
performance of the obligations of any other Purchaser under this Agreement.  The
decision of each  Purchaser to enter into this  Agreement  has been made by such
Purchaser independently of any other Purchaser. The Company further acknowledges
that nothing  contained in this Agreement,  and no action taken by any Purchaser
pursuant hereto (including, but not limited to, the (i) inclusion of a Purchaser
in a Registration  Statement and any amendments or supplements  thereto and (ii)
review by, and consent to, such  Registration  Statement  and any  amendments or
supplements  thereto  by  a  Purchaser),  shall  be  deemed  to  constitute  the
Purchasers as a partnership,  an association,  a joint venture or any other kind
of entity,  or create a presumption that the Purchasers are in any way acting in
concert  or as a group  with  respect to such  obligations  or the  transactions
contemplated  hereby. Each Purchaser shall be entitled to independently  protect
and enforce its rights,  including without limitation,  the rights rising out of
this  Agreement,  and it shall not be  necessary  for any other  Purchaser to be
joined as an additional party in any proceeding for such purpose.

            (k) Each  Purchaser has been  represented  by its own separate legal
counsel in their  review  and  negotiation  of this  Agreement.  For  reasons of
administrative convenience only, this Agreement has been prepared by counsel for
one of the Purchasers. Such counsel does not represent all of the Purchasers but
only such Purchaser and the other  Purchasers have retained


                                       14
<PAGE>

their own  individual  counsel  with  respect to the  transactions  contemplated
hereby.  The Company has elected to provide all  Purchasers  with the same terms
and Agreement for the convenience of the Company and not because it was required
or  requested to do so by the  Purchasers.  The Company  acknowledges  that such
procedure  with respect to this  Agreement in no way creates a presumption  that
the  Purchasers  are in any way acting in concert or as a group with  respect to
this Agreement or the transactions contemplated hereby or thereby.

            THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK,
                          THE EXECUTION PAGE FOLLOWS.


                                       15
<PAGE>

      IN WITNESS  WHEREOF,  this  Registration  Rights  Agreement  has been duly
executed by the undersigned as of the date set forth above.

                                           DYNTEK, INC.

                                           By:
                                              ----------------------
                                              Name:
                                              Title:

                                            By:
                                               ---------------------
                                               Name:
                                               Title:

                                            By:
                                               ---------------------
                                               Name:
                                               Title:


                                       16
<PAGE>

                                   SCHEDULE 1


                                        1

</TEXT>
</DOCUMENT>
