TEKINSIGHT COM INC
TRANSITION SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>7
<FILENAME>exhibit101.txt
<DESCRIPTION>TRANSITION SERVICES AGREEMENT
<TEXT>
                                  Exhibit 10.1

                          TRANSITION SERVICES AGREEMENT


     THIS  TRANSITION  SERVICES  AGREEMENT  (this  "Agreement")  is  made  as of
December 27, 2001, by and among  TekInsight.com,  Inc.  ("TekInsight"),  DynCorp
("DynCorp"),  and  TekInsight  Services,  Inc. as of the date of this  Agreement
("DynTek",  and  collectively  with  TekInsight  and  DynCorp,  the  "Parties").
Capitalized terms used but not defined herein have the meanings set forth in the
Agreement and Plan of Reorganization  (the  "Reorganization  Agreement") and the
related  Agreement  and  Plan  of  Merger  (together  with  the   Reorganization
Agreement, the "Merger Agreements"),  dated as of April 25, 2001, as amended, by
and among TekInsight,  DynCorp,  DynTek and DynCorp Management  Resources,  Inc.
(the "Company").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  pursuant to Sections 5.2 and 5.3 of the Reorganization Agreement,
it is a  condition  precedent  to the  obligation  of the parties  thereto  that
DynCorp, TekInsight and DynTek enter into this Agreement to provide certain such
post-closing services to DynTek.

     NOW  THEREFORE,  in  consideration  of the mutual  promises  and  covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the Parties do hereby agree as follows:

     Section 1.        Services.
     --------------------------

     (a) During the Term (as defined in Section 6 hereof), DynCorp shall provide
to DynTek the  following  services (the  "Services"):  (i)  accounting  services
described  on  Exhibit  A  hereto,  (ii)  the  information  technology  services
described  on Exhibit B hereto,  (iii) bid and  proposal  services  described on
Exhibit  C hereto  and  (iv) the  right to  occupy  a  portion  of the  premises
described  on  Exhibit D subject to the terms set forth  thereon,  in each case,
such  services  to be  provided  for the  periods  set  forth in the  applicable
Exhibit.  Exhibits A through D are hereby  incorporated  herein by reference and
are collectively referred to herein as Schedule A.

     (b) DynCorp  agrees to perform or cause to be performed all Services  under
this Agreement with reasonable care, using that degree of skill and attention it
has  exercised  with  respect  to the  operations  of the  Company  prior to the
Closing,  and to the same extent and in the same  manner  that it  provided  the
Services to the Company prior to the Closing Date. Under no circumstances  shall
DynCorp be required to provide  Services  hereunder (i) not being  provided,  or
having been  provided,  to the Company on and/or within nine (9) months prior to
the date hereof, (ii) to entities other than DynTek,  (iii) to an extent greater
than being provided, or having been provided, on or within nine (9) months prior
to the date hereof, or (iv) in support of operations  conducted at locations not
being supported on or within nine (9) months prior to the date hereof. If and to
the extent  that  DynTek  changes in any  material  respect  the manner in which
DynTek conducts  business from the manner  conducted by the Company prior to the

<PAGE>
                                      -2-


Closing Date and such changes materially impact or affect the nature or delivery
of the Services by DynCorp,  then DynTek and DynCorp hereby agree to discuss any
necessary or appropriate changes in the Services or the manner in which they are
performed so as to determine whether, how, and the terms upon which the Services
or are to be provided given such changes.

     Section 2.        Fees.
     ----------------------

     (a) DynCorp shall provide the Services in exchange for the applicable  fees
therefor as set forth in Schedule A or B, as  applicable.  In  addition,  DynTek
shall reimburse DynCorp for any licensing,  permit or usage fees imposed by, and
any out-of-pocket  expenses payable to, any third party that is not an affiliate
of DynCorp that are  necessary  for DynCorp to provide the  Services  during the
Term.

     (b) Not more than 30 days  following the end of each calendar  month during
the term of this  Agreement,  DynCorp shall deliver an invoice to DynTek for the
Services performed under this Agreement and the estimated fees and out-of-pocket
expenses related thereto incurred during the preceding  calendar month which are
reimbursable  under  the  terms of this  Agreement.  DynTek  shall pay each such
invoice in full within 30 days after its receipt  thereof.  Following the end of
each fiscal year of DynCorp,  estimated fees shall be reconciled  with DynCorp's
actual costs for the period, and DynCorp shall deliver a reconciliation  invoice
to DynTek.  If the  aggregate  actual  costs exceed the  estimated  fees for the
period,  DynTek  shall  pay the  amount of the  difference  to  DynCorp;  if the
aggregate actual costs are less than the estimate fees, company Parent shall pay
DynTek the amount of the difference.  DynTek shall pay all federal,  state,  and
local  taxes  based  upon or arising  out of the  Services  rendered  under this
Agreement  other than any taxes  based upon or  imposed on gross  receipts,  net
income,  net worth or net profits of DynCorp.  If DynTek fails to pay any amount
within 45 days of its receipt of the invoice therefor,  then, in addition to any
other remedies available,  DynCorp may (a) apply an interest charge, against the
amount past due, at the rate of 1% percent per month (or fraction thereof),  not
to exceed the maximum legal rate, until paid, (b) suspend performance  following
30 days' prior written notice to DynTek,  (c) terminate  this Agreement  without
incurring further liability to DynTek pursuant to the provisions set forth below
in  Section 6, and (d)  immediately  exercise  its right to offset  any  amounts
currently maintained by DynCorp against amounts past due.

     Section 3.  Termination  or Reduction of Services.  Upon  DynTek's  written
notice  delivered  from time to time to DynCorp to terminate or reduce the scope
of provision of any Service,  DynCorp will  terminate or reduce the scope of, as
applicable,  the  provision  or  performance  of  such  Service  as  soon  as is
reasonably  practicable,  but in any  event not later  than 30 days  after  such
notice is given;  provided,  however, that DynTek shall provide at least 30 days
written  notice of any  termination  of its  occupancy  of certain  premises  as
described on Exhibit D. For any  Services  terminated  or reduced in  accordance
with this  Section at any time  other than on the last day of a calendar  month,
all monthly fees shall be prorated,  or, in the case of the reduction in a level
of service,  reduced proportionately to reflect such reduction in service level,
based on the actual  number of days during which the  applicable  Services  were
performed or provided divided by the actual number of days in the calendar month
in which such Services are terminated or reduced.
<PAGE>
                                      -3-


     Section 4.        Indemnification.
     ---------------------------------

     (a) Each of DynTek and DynCorp shall  indemnify and hold harmless the other
and its  respective  Affiliates  from and against  any and all  losses,  claims,
expenses and liabilities incurred as a result of any breach by such indemnifying
party of its obligations hereunder.

     (b)  Except  for  remedies  that  cannot  be waived as a matter of law (and
injunctive or  provisional  relief) the  indemnities  provided in this Agreement
shall be the sole and exclusive  remedy of the  indemnified  party for claims or
other  actions  or  proceedings  to which the  applicable  indemnifying  party's
indemnification obligations hereunder may apply.

     Section 5.        Disclaimer; Limited Liability.
     -----------------------------------------------

     (a) EXCEPT AS PROVIDED IN SECTION 1(B),  COMPANY PARENT MAKES NO EXPRESS OR
IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES RELATING TO THE SERVICES TO BE
PERFORMED UNDER THIS AGREEMENT,  INCLUDING,  WITHOUT LIMITATION,  ANY WARRANTIES
REGARDING  QUALITY,  SUITABILITY,  MERCHANTABILITY  OR FITNESS FOR A  PARTICULAR
PURPOSE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE).

     (b) IN NO EVENT SHALL THE PARTIES  AND/OR THEIR  AFFILIATES OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE REGARDLESS OF
THE FORM OF ACTION OR LEGAL THEORY FOR INDIRECT,  SPECIAL, PUNITIVE,  EXEMPLARY,
INCIDENTAL OR  CONSEQUENTIAL  DAMAGES OF ANY KIND RELATED TO THE  PERFORMANCE OR
NON-PERFORMANCE OF THIS AGREEMENT INCLUDING,  WITHOUT LIMITATION,  LOST PROFITS,
LOSS OF DATA  (OTHER  THAN  LIABILITY  FOR THE COST OF  REENTRY OF SUCH DATA) OR
BUSINESS  INTERRUPTION,  EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE AWARDED TO A
THIRD PARTY.

     (c) THE  CUMULATIVE  LIABILITY  OF COMPANY  PARENT  FOR ALL DIRECT  DAMAGES
ARISING OUT OF OR IN CONNECTION  WITH THIS  AGREEMENT AND REGARDLESS OF THE FORM
OF ACTION OR LEGAL  THEORY  SHALL NOT  EXCEED THE AMOUNT OF FEES PAID TO COMPANY
PARENT  HEREUNDER.  THE PARTIES  UNDERSTAND THE LIMITATION ON DAMAGES  DESCRIBED
HEREIN TO BE A REASONABLE  ALLOCATION OF RISK AND THE PARTIES  EXPRESSLY CONSENT
WITH  RESPECT  TO SUCH  ALLOCATION  OF  RISK.  IN  ALLOCATING  RISK  UNDER  THIS
AGREEMENT,  THE PARTIES AGREE THAT THE DAMAGE  LIMITATION  SET FORTH ABOVE SHALL
<PAGE>
                                      -4-


APPLY TO ANY  ALTERNATIVE  REMEDY  ORDERED  BY A COURT IN THE EVENT  SUCH  COURT
DETERMINES  THAT THE SOLE AND EXCLUSIVE  REMEDY  PROVIDED FOR IN THIS  AGREEMENT
FAILS OF ITS ESSENTIAL PURPOSE.

     (d) COMPANY PARENT AND/OR ITS  AFFILIATES  SHALL NOT BE LIABLE TO NEWCO FOR
ANY LOSSES  RELATING TO THE  PERFORMANCE  OR  NON-PERFORMANCE  OF THE  SERVICES,
UNLESS SUCH LOSSES ARE THE DIRECT RESULT OF WILLFUL OR RECKLESS CONDUCT OR GROSS
NEGLIGENCE ON THE PART OF COMPANY PARENT AND/OR ITS AFFILIATES.

     (e) The Parties shall  cooperate  with each other with respect to resolving
any claim or  liability  between each other,  including  by making  commercially
reasonable efforts to mitigate or resolve any claim or liability.

     Section 6. Effective  Date;  Service  Period.  This Agreement  shall become
effective, without further action by any Party, upon the Closing Date or on such
other date as DynTek and DynCorp may agree to in writing (the "Effective Date").
The Services  shall  commence  upon the  Effective  Date and the Services  shall
continue  for a period  ending no later  than the  12-month  anniversary  of the
Effective Date (the "Term"), except as otherwise expressly provided herein or in
Schedule A with respect to specific Services.  Further, either DynTek or DynCorp
may  terminate  the  Services  following  written  notice to the other  upon the
material breach or failure by the other Party to perform its obligations arising
under this Agreement  (including any nonpayment  within 45 days of receipt of an
appropriate invoice as referred to in Section 2 above), which material breach or
failure  (other  than  non-payment)  is not cured  within 30 days after  written
notice of such  breach or  failure  is given by the  non-breaching  party to the
breaching  party,  or, in the case of nonpayment,  which nonpayment is not cured
within ten days after written notice is given.

     Section 7. Guarantee.  TekInsight hereby  irrevocably,  unconditionally and
without limit guarantees the timely and complete  fulfillment of all obligations
of DynTek hereunder.

     Section 8. Notice.  Unless otherwise provided herein, any notice,  request,
instruction or other  document to be given  hereunder by any party to the others
shall be in writing and delivered in person or by courier, telegraphed,  telexed
or by facsimile or email  transmission  (with  confirmation back of delivery) or
mailed by certified mail, postage prepaid, return receipt requested (such mailed
notice to be effective on the date such receipt is acknowledged), as follows:

         If to DynTek or TekInsight:     TekInsight.com, Inc.
                                         18881 Von Karman Ave., Suite 250
                                         Irvine, CA 92612
                                         Attn: Steve Ross, President
                                         Facsimile No.: (949) 955-0086
                                         Email: sross@tekinsight.com
<PAGE>
                                      -5-


         With copies to:                 Nixon Peabody LLP
                                         437 Madison Avenue
                                         New York, NY 10022
                                         Attn:  Peter W. Rothberg, Esquire
                                         Facsimile No: (212) 940-3111
                                         Email: Prothberg@Nixonpeabody.com

         If to DynCorp:                  DynCorp
                                         11710 Plaza America Drive
                                         Reston, Virginia  20190
                                         Attn:  H. Montgomery Hougen
                                         Vice President & Secretary
                                         Facsimile No. (703) 261-5078
                                         Email: monty.hougen@dyncorp.com

         With copies to:                 DynCorp
                                         11710 Plaza America Drive
                                         Reston, Virginia  20190
                                         Attn:  David L. Reichardt
                                         Senior Vice President & General Counsel
                                         Facsimile No. (703) 261-5074
                                         Email: david.reichardt@dyncorp.com

or to such other place and with such other copies as either party may  designate
as to itself by written notice to the others.

     Section  9. No Third  Party  Beneficiaries.  Except as  expressly  provided
herein,  nothing  herein is intended  to confer upon any person,  other than the
parties and their respective  permitted  assignees,  any rights,  obligations or
liabilities under or by reason of this Agreement.

     Section  10.  No  Assignment.  Neither  this  Agreement  nor any  rights or
obligations  hereunder  shall be  assignable  by either of the  parties  hereto;
provided  that  DynCorp may delegate  all or any portion of its  obligations  to
perform Services under this Agreement to one or more of its Affiliates, it being
understood  that  DynCorp  shall  be  responsible  for  the  performance  of its
obligations under this Agreement notwithstanding any such delegation.

     Section 11. Independent Contractor. The parties hereto understand and agree
that  this   Agreement   does  not  make  either  of  them  an  agent  or  legal
representative of the other for any purpose whatsoever.  No party is granted, by
this  Agreement  or  otherwise,  any right or  authority to assume or create any
obligation or responsibility, express or implied, on behalf of or in the name of
any  other  party,  or to bind any other  party in any  manner  whatsoever.  The
parties expressly acknowledge (i) that DynCorp is an independent contractor with
respect to DynTek in all respects,  including, without limitations the provision
<PAGE>
                                      -6-

of the Services  and (ii) that the parties are not  partners,  joint  venturers,
employees or agents of or with each other.

     Section 12.  Non-Waiver.  No failure on the part of a party to exercise any
remedy or right under this  Agreement  and no delay in the  exercise of any such
remedy or right shall operate as a waiver.

     Section 13.  Modifications,  Amendments and Waivers.  This Agreement may be
amended, modified, or supplemented only by written agreement of the parties.

     Section 14. Severability.  Any provision of this Agreement which is held to
be invalid,  illegal or  unenforceable  in any  jurisdiction  shall,  as to that
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability,  without affecting in any way the remaining  provisions hereof
in such  jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.

     Section 15. Force  Majeure.  Neither DynTek nor DynCorp shall be liable for
any default or delay in the performance of its obligations  under this Agreement
for any period to the extent that such  default or delay is caused,  directly or
indirectly,  by any "force  majeure"  event,  including  but not limited to: (a)
fire,  flood,  elements  of nature or other  acts of God;  (b) any  outbreak  or
escalation of hostilities,  war, acts of terrorism,  riots or civil disorders in
any country;  (c) any act or omission of (in the case of DynCorp)  DynTek or any
of its  Affiliates or (in the case of DynTek)  DynCorp or any of its  Affiliates
or,  in either  case,  of any  governmental  authority;  (d) any labor  disputes
(whether or not the employees'  demands are reasonable or within a party's power
to satisfy);  or (e) nonperformance by a third party or any similar cause beyond
the control of a party,  such as  fluctuations  in  telecommunications  or other
equipment.  In any such event,  the party  obligated  to perform the  obligation
shall be excused from any further  performance and observance of all obligations
so  affected  only for as long as such  circumstances  prevail  and  such  party
continues to use commercially  reasonable  efforts to recommence  performance or
observance as soon as practicable.

     Section 16.  Governing Law. This Agreement and the legal relations  between
the parties shall be governed by, and construed and enforced in accordance with,
the laws of the State of Virginia  applicable to contracts made and performed in
such State and without regard to conflicts of laws doctrines.

     Section 17.  Counterparts This Agreement may be executed  simultaneously in
one or more counterparts,  each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.

               [Remainder of this page left intentionally blank.]



<PAGE>
                                      -7-




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




                                      DynCorp



                                    By  /s/ H. Montgomery Hougen
                                      ------------------------------------------
                                      Name: H. Montgomery Hougen
                                      Title: Vice President and Secretary



                                      TekInsight Services, Inc.



                                    By  /s/ Steve Ross
                                      ------------------------------------------
                                      Name: Steve Ross
                                      Title:President


                                    TekInsight.com, Inc.



                                    By /s/ Steve Ross
                                      ------------------------------------------
                                      Name: Steve Ross
                                      Title:President


<PAGE>






                                   SCHEDULE A

                                    EXHIBIT A

                               Accounting Services


1.      Company parent hereby grants the services of its Accounting  services on
an "as  needed  basis"  for the  period of 12 months  after the  closing  of the
merger.  These  services  may include  the  following  services  provided to DMR
currently which include payroll,  accounts payable, general ledger and treasury.
DynTek shall have the right to use these  services to the same extent and in the
same manner as using currently prior to the closing date of the merger.

2.      The rates for these services shall be as described on Schedule B hereto.


3.      These  services  may be  discontinued  per  Section 3 of the  Transition
Services Agreement to which this schedule is attached.





<PAGE>




                                   SCHEDULE A

                                    EXHIBIT B

                         Information Technology Services



1.      Company parent hereby grants the services of its Management  Information
Systems  Department  on an "as  needed  basis"  for the  period  of time  DynTek
occupies  the  office  space of the  parent.  These  services  may  include  the
following services provided to DMR currently which include  infrastructure voice
and data support, IT support,  Enterprise support and server management.  DynTek
shall have the right to use these  services  to the same  extent and in the same
manner as using currently prior to the closing date of the merger.

2.      The rates for these services shall be as described on Schedule B hereto.

3.      These  services  may be  discontinued  per  Section 3 of the  Transition
Services Agreement to which this schedule is attached.





<PAGE>



                                   SCHEDULE A

                                    EXHIBIT C

                            Bid and Proposal Services

1.      Company  parent  hereby grants the services of its I&ET Bid and Proposal
Services  Center on a "cost  reimburseable,  as needed  basis" for the period of
time DynTek occupies the office space of the parent.  These services may include
the  following  services  provided  to  DMR  currently  which  include  proposal
production,  graphics,  desktop  publishing,  writers,  editors and consultants.
DynTek shall have the right to use these  services to the same extent and in the
same manner as using currently prior to the closing date of the merger.

2.      It is  understood  by both parties  that these labor  services are to be
furnished on a cost reimburseable basis, and that the rates shown in paragraph 3
of Exhibit C represent current averages that may be used for DynTek's estimating
purposes.  Travel and other  charges  will be charged  and  reimbursed  based on
actual  costs.  The  actual  cost for the  services  shall be billed and paid in
accordance with the terms of Paragraph 2 of the Transition Services Agreement to
which this  schedule is attached.  The rates are valid for  estimating  purposes
through December 31, 2001, and will be revised annually

3.      The  rates for  these  Proposal  Service  Center  services,  per hour or
fraction thereof, are shown below.

Graphics                                                           $ 68

Publishers                                                         $ 63

Editor/Writers                                                     $ 77

Director                                                          $ 130

Managers                                                          $ 106

Consultants                 same hourly rate as charged to DynCorp I&ET

4.      Capture  managers are not a part of the Proposal Service Center and will
be provided on an as available  basis.  For estimating  purposes,  the following
rate may be used.

Capture Manager            $82/hour

In addition to salary,  capture managers are incentivized based upon the DynCorp
I&ET Business Development  Executive  Compensation Plan. NEWCO agrees to pay the
commissions earned under this Plan to DynCorp I&ET for payment to the applicable
capture manager.





<PAGE>



                                   SCHEDULE A

                                    EXHIBIT D

                              Real Estate Services

1.      DynCorp  hereby  grants a license to permit the use by the  employees of
DynTek that were formerly employees of the Company (as well as members of DynTek
management and other  employees of DynTek on a guest or visiting basis from time
to time) to occupy and use the office  space  currently  being  occupied  by the
Company  located at 11710 Plaza  America  Dr., in Reston,  Virginia,  comprising
approximately   4,292  square  feet  (the  "Premises")   through  [last  day  of
anniversary  month of the  merger],  2002  (the  "Occupancy  Period");  provided
however  that the the  Occupancy  Period  shall  automatically  be extended on a
month-to-month  basis thereafter  unless either DynCorp or DynTek gives 90 days'
written  notice to the other that it does not intend that the  Occupancy  Period
shall be  further  extended;  and  provided  further  however  that in the event
DynCorp sells, assigns or terminates its interest in the Premises, whether owned
or leased,  during the  Occupancy  Period,  DynCorp shall have the right upon 90
days' notice to DynTek to terminate DynTek's right and license to occupy and use
the Premises and  TekInsight  shall cause DynTek to, and DynTek shall,  promptly
vacate the  Premises.  DynTek shall have to right to occupy and use the Premises
(and related common  facilities,  maintenance and support  services) to the same
extent and in the same manner as the  Company  occupied  and used such  premises
(and related common  facilities,  maintenance and support services) prior to the
Closing  Date.  In  accordance  with the terms of Paragraph 2 of the  Transition
Services  Agreement to which this  Schedule is  attached,  DynTek may reduce its
occupancy  and use of the Premises at a minimum of 1000 square  feet;  provided,
however,  that if DynTek  reduces its occupancy of the  Premises,  DynCorp shall
have the right  upon 90 days'  notice to DynTek to change  the  location  of the
Premises to another  DynCorp office space in Northern  Virginia,  subject to the
same terms and conditions as applicable to the Premises; provided, further, that
any reduction in occupancy and use of the Premises must be of contiguous space.

2.      The rent for the  Premises  shall be $2.90 per square foot per month and
shall be billed  and paid in  accordance  with the terms of  Paragraph  2 of the
Transition Services Agreement to which this Schedule is attached.  DynCorp shall
continue to cause  utilities  and services to be provided to DynTek's  employees
and other occupants  invited by DynTek at the Premises at no additional cost and
at  substantially  their former level or amount  prior to the Closing  Date,  as
applicable.

3.      DynTek shall comply with and abide by, and cause its  employees,  agents
and guests to comply  with and abide by, all  reasonable  rules and  regulations
relating to the Premises.

4.      DynTek  shall not be permitted  to make any  modification  or attach any
substantial  fixtures or equipment to any Premises,  either  initially or at any
other time during the term of the Agreement, without DynCorp's and, if required,
the landlord's prior written approval.

<PAGE>

5.      DynTek will comply with all  non-monetary  provisions  of the  effective
lease, to which DynCorp is a party, relating to the Premises.

6.      DynTek shall carry commercial  general liability  insurance  ("Liability
Insurance")  with a limit of at least  $1,000,000  (combined  single  limit  for
bodily injury and property damage).  DynTek's Liability  Insurance is primary to
DynCorp's Liability Insurance for occurrences in the Premises.  The insurer must
be licensed in the State of Virginia,  give DynCorp  thirty (30) days' notice of
cancellation  or reduction  in coverage,  and furnish  DynCorp  certificates  of
coverage on request.  Under the  Liability  Insurance  policy,  the inclusion of
additional  insureds  must not affect  coverage for the named insured for claims
made regarding this Agreement and the Premises against it by additional insureds
where the claims  would have been  covered  under the policy had the  additional
insured not been included. DynTek shall carry property insurance with respect to
its furniture,  fixtures and equipment providing "all risk" coverage. DynTek may
use blanket policies.  DynTek shall name DynCorp as an additional insured on its
Liability Insurance and property insurance with respect to the Premises.

7.      DynCorp shall not be liable for any loss or damage of or to the Premises
or the  fixtures  or  equipment  of  DynTek  or the  possessions  of any  person
contained therein or any loss suffered by DynTek or invitees of DynTek caused by
fire or any  other  hazards.  DynCorp  shall  not be  liable  to  DynTek  or its
employees  for any loss or damage  occasioned by failure to keep any Premises in
repair, and shall not be liable for any damage done from plumbing,  water, heat,
air conditioning,  electricity, gas, steam pipes of any kind, running or leaking
of any wash stand or wastepipe,  stairs, ramps, railings,  walls, the backing up
of any sewer pipe or  downspout,  water coming  through or being on the roof, or
broken glass in, above,  upon,  below or about the Premises,  or from any damage
arising from acts of DynCorp  unless any of the aforesaid is caused by the gross
negligence  or  willful  misconduct  of  DynCorp,   its  employees,   agents  or
subcontractors.

8.      At the expiration of the Occupancy Period or any earlier  termination of
the Transition  Services  Agreement as it relates to the Premises,  DynTek shall
surrender  peaceful  possession of the Premises and may, at its expense,  remove
its personal property and, in the event of such removal, shall repair any damage
caused by such removal.

9.      If by fire or other casualty or any condemnation event, the Premises, or
some  portion of the  DynCorp's  leased or owned  space but not the  Premises is
destroyed or damaged,  DynCorp shall, in its sole discretion,  have the right to
terminate  the right and  license cof DynTek to occupy the  Premises  and DynTek
shall promptly vacate same.





<PAGE>





                                    EXHIBIT B

                                      Fees

Except as specifically set forth to the contrary in Schedule A, the fees for the
services  provided  hereunder  shall be a pro rata portion of  DynCorp's  actual
costs for the services and charged to DynTek on a  non-discriminatory  basis. An
extract of  DynCorp's  Cost  Accounting  Standards  Board  Disclosure  Statement
follows  this  page.  Such  costs are  estimated  in advance  for  billing,  but
reconciled  following the end of the fiscal year.  Also following this page, for
illustrative  purposes  only,  is an extract of DynCorp's G&A charges to DMR for
the month of June 2001.



<PAGE>



         Service Center - Software licenses, maintenance and service support

                  The allocation bases are as listed.
                  Software Package                              Basis for Charge
                  ----------------                              ----------------
                  Deltek                                        Total cost
                  Hyperion Enterprise                           Total Cost


         PeopleSoft HR/Benefits/Payroll

                  The allocation base for the PeopleSoft HR/Benefits/Payroll
                  module is the monthly weighted average headcount of segments
                  utilizing the modules. All allocations to I&ET segments are
                  aggregated and transferred to I&ET Home Office.


         General Ledger Service Center

                  The General Ledger Service Center is allocated to the
                  benefiting segments and home offices based on specific
                  identification with any remaining costs not specifically
                  identifiable allocated by segment in proportion of the
                  identifiable portion to the whole. All segments participate in
                  this Service Center except Norco, Ft. Rucker, DynMcDermott,
                  and DynKePro will not participate in this pool. All
                  allocations to I&ET segments are aggregated and transferred to
                  I&ET Home Office.


         Accounts Payable Service Center - Reston

                  The Accounts Payable Service Center - Reston is allocated to
                  the benefiting  segments, Corporate, DI&ET Home
                  Office, Enterprise Services, Information Technology, DMR, Seat
                  Management, DynTel, DynPort Vaccine Company (DVC) and
                  AdvanceMed LLC based on percentage of number of vouchers. All
                  allocations to I&ET segments are aggregated and transferred to
                  I&ET Home Office.


         Payroll Service Center - Reston

                  The Payroll Service Center - Reston is allocated to the
                  benefiting segments, Corporate, DI&ET Home Office, Enterprise
                  Services, Information Technology, Norco, DynTel, Seat
                  Management, DynKePro, DMR, DynPort Vaccine Company (DVC) and
                  AdvanceMed LLC (ES Hanford and ES Rocky Flats excluded) based
                  on percentage of cumulative weighted average monthly headcount
                  of the benefiting segments. All allocations to I&ET segments
                  are aggregated and transferred to I&ET Home Office.

<PAGE>

         MIS - Server Management

                  The allocation base is personal computers in the Metro area..

         MIS - Infrastructure Management - Data

                  The allocation base is PeopleSoft users. All allocations to
                  I&ET segments are aggregated and transferred to I&ET Home
                  Office.


         MIS - Infrastructure Management - Voice

                  The allocation base is telephone lines. All allocations to
                  I&ET segments are aggregated and transferred to I&ET Home
                  Office.


         MIS - Enterprise Systems

                  The allocation base is PeopleSoft users. All allocations to
                  I&ET segments are aggregated and transferred to I&ET Home
                  Office.


         MIS - Customer Support

                  The allocation base is personal computers in the Metro area.
                  All allocations to I&ET segments are aggregated and
                  transferred to I&ET Home Office.

                  The Metro area is  Edmund Halley, Plaza America, and Stevenson
                  Ave. office buildings.


<PAGE>
<TABLE>
<CAPTION>




                                       G&A ALLOCATION SUMMARY
                                DMR (For illustrative purposes only)
                                         Month of June 2001
Divisional G&A:                                                 amounts in dollars ($)
------------------------------------------------------------------------------------------------------
                                                      Current           Prior           Monthly
                    Allocation                         Y-T-D            Y-T-D          Allocation
------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>               <C>
General ledger Service Center                            63,986.79        53,942.87         10,043.92
------------------------------------------------------------------------------------------------------
Accounts Payable Service Center                          26,576.23        21,435.00          5,141.23
------------------------------------------------------------------------------------------------------
Payroll Service Center                                    9,015.95         7,287.08          1,728.87
------------------------------------------------------------------------------------------------------
PeopleSoft (HR/Payroll)                                   1,866.68         1,546.11            320.57
------------------------------------------------------------------------------------------------------
PeopleSoft (Financial)                                        0.00                               0.00
------------------------------------------------------------------------------------------------------
 MIS Deltek                                               1,027.38           541.04            486.34
------------------------------------------------------------------------------------------------------
MIS Hyperion                                              1,221.99         2,048.97          (826.98)
------------------------------------------------------------------------------------------------------
MIS Enterprise Systems                                    3,313.90         2,795.73            518.17
------------------------------------------------------------------------------------------------------
MIS Infrastructure - Data                                 1,185.64         1,059.70            125.94
------------------------------------------------------------------------------------------------------
MIS Customer Support Center                               8,557.76         6,302.73          2,255.03
------------------------------------------------------------------------------------------------------
MIS Server Management                                     9,789.85         7,181.47          2,608.38
------------------------------------------------------------------------------------------------------
MIS Infrastructure Management - Voice                     4,984.65         3,107.82          1,876.83
------------------------------------------------------------------------------------------------------
MIS Training                                                  0.00                               0.00
------------------------------------------------------------------------------------------------------
PeopleSoft User Support                                   3,445.67         2,743.19            702.48
------------------------------------------------------------------------------------------------------
Facilities Allocation                                    76,379.94        63,558.55         12,821.39
------------------------------------------------------------------------------------------------------
                                                        211,352.43       173,550.26         37,802.17
                                                  ----------------------------------------------------
Corporate G&A:
------------------------------------------------------------------------------------------------------
                                                      Current           Prior           Monthly
                    Allocation                         Y-T-D            Y-T-D          Allocation
------------------------------------------------------------------------------------------------------
Business Development                                      9,811.89         9,049.45            762.44
------------------------------------------------------------------------------------------------------
Human Resources                                           9,465.36         7,361.24          2,104.12
------------------------------------------------------------------------------------------------------
Resystemization                                          10,604.36         7,880.14          2,724.22
------------------------------------------------------------------------------------------------------
MIS Corporate HR Support                                  1,018.37         1,087.58           (69.21)
------------------------------------------------------------------------------------------------------
Residual                                                128,177.46       109,354.46         18,823.00
------------------------------------------------------------------------------------------------------
                                                        159,077.44       134,732.87         24,344.57
                                                  ----------------------------------------------------

</TABLE>


</TEXT>
</DOCUMENT>
