SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant X

Filed by a Party other than the Registrant _

Check the appropriate box:

_ Preliminary Proxy Statement _ Confidential, for Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))

X Definitive Proxy Statement

_ Definitive Additional Materials

_ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

DynTek, Inc.

------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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X No fee required.

_ Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):

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_ Fee paid previously with preliminary materials.

_ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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DYNTEK, INC.

18881 Von Karman Avenue, Suite 250

Irvine, California 92612

----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on August 20, 2002

The Annual Meeting of Stockholders of DynTek, Inc. ("Dyntek") will be
held at our executive offices, 18881 Von Karman Avenue, Suite 250, Irvine, CA on
Tuesday, August 20, 2002, at 10:00 a.m. Pacific Standard Time, for the purpose
of considering and acting upon the following matters:

(1) The election of seven directors for terms expiring at DynTek's
2003 Annual Meeting of Stockholders;

(2) The ratification of the appointment by the Board of Directors
of Grassi & Co. as independent accountants for the year ended
June 30, 2002; and

(3) The transaction of such other business as may properly come
before the Annual Meeting and any adjournments thereof.

Pursuant to the provisions of the By-laws of DynTek, the Board of
Directors has fixed the close of business on July 25, 2002 as the record date
for determining the stockholders of DynTek entitled to notice of and to vote at
the meeting and any adjournments thereof.

ALL STOCKHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND PROMPTLY MAIL IT TO DYNTEK IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.

By Order of the Board of Directors,

James Linesch
Executive Vice President
and Secretary
July 26, 2002
Irvine, California

DYNTEK, INC.
18881 Von Karman Avenue
Suite 250
Irvine, California 92612

-----------------

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 20, 2002

This Proxy Statement is being mailed to stockholders of DynTek, Inc., a
Delaware corporation ("DynTek"), on or about July 26, 2002 in connection with
the solicitation of proxies by the Board of Directors of DynTek to be used at
the Annual Meeting of Stockholders of DynTek to be held on August 20, 2002 and
any adjournments thereof (the "Annual Meeting" ). Accompanying this Proxy
Statement is a Notice of Annual Meeting of Stockholders and a form of proxy for
the Annual Meeting. This proxy statement is also accompanied by DynTek's 2002
Annual Report to Stockholders, which consists of DynTek's Form 10-K, as amended,
for the fiscal year ended June 30, 2001 that sets forth important business and
financial information concerning DynTek.

The Board of Directors has fixed the close of business on July 25, 2002
as the record date for the determination of stockholders who are entitled to
notice of and to vote at the Annual Meeting and any adjournments thereof. As of
the record date, DynTek had outstanding approximately 24,353,403 shares of its
Class A common stock, $.0001 par value (the "Class A Common Stock"), 18,336,663
shares of its Class B common stock, $.0001 par value (the "Class B Common
Stock", and together with the Class A Common Stock, the "Common Stock") and
1,616,397 shares of its Series A Preferred Stock, $.0001 par value (the
"Preferred Stock"). Holders of DynTek's Common Stock are entitled to one vote
per share, and holders of DynTek's Preferred Stock are entitled to 2.5 votes per
share.

All proxies which are properly completed, signed and returned to DynTek
in a timely manner will be voted in accordance with the instructions thereon.
Proxies may be revoked by any stockholder through written notice to the
Secretary of DynTek prior to the exercise thereof, and stockholders who are
present at the Annual Meeting may withdraw their proxies and vote in person if
they so desire. Unless otherwise directed by the grantor of the proxy, the
persons acting under the accompanying proxy, if properly executed, will vote the
shares represented thereby: For holders of Class A Common Stock and Preferred
Stock, in favor of the election of the four (4) persons named herein as nominees
for Class A Directors of DynTek; For holders of Class B Common Stock, in favor
of the three (3) persons named herein as nominees for Class B Directors of
DynTek; for holders of Common Stock and Preferred Stock, for the proposal to
ratify the appointment of Grassi & Co. (the successor by merger to Feldman Sherb
& Co., P.C.) as independent accountants for the year ended June 30, 2002; and
for holders of Class A Common Stock and Preferred Stock, in connection with the
transaction of such other business that may be brought before the Annual
Meeting, in accordance with the judgment of the persons voting the proxy;
provided, that such discretionary authority granted to the person named in the
enclosed proxy card, if it is properly executed, shall specifically include the
right to vote in favor of adjournment of the Annual Meeting for the purpose of
postponing the Annual Meeting until such time as sufficient votes necessary to
take either or both of the actions called for under Proposal 1 and Proposal 2
have been received and cast therefor.

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Any combination of outstanding shares of Common Stock and Preferred
Stock which shares entitle the holders thereof to cast a majority of the votes
which can be cast by all of the outstanding Common Stock and Preferred Stock,
taken together, is required to establish a quorum at the Annual Meeting. The
Class A Directors and Class B Directors, respectively, will be elected by a
plurality of the votes cast at the Annual Meeting by the holders of the shares
of the Common Stock and Preferred Stock entitled to vote for each class of
director. A majority of the votes cast at the Annual Meeting by the holders of
DynTek's Common Stock and Preferred Stock entitled to vote is required for the
ratification of the appointment of independent accountants.

With regard to the election of directors, votes may be cast in favor or
withheld. Votes withheld from any director will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business
at the Annual Meeting, but will not affect the outcome of the voting in such
election. With regard to other proposals, abstentions may be specified. DynTek
believes that abstentions are shares present and entitled to vote, but do not
constitute votes cast in respect of a particular matter. DynTek, therefore,
intends to count abstentions and votes withheld in respect of the proposal to
ratify the appointment of independent accountants for purposes of determining
the presence or absence of a quorum for the transaction of business at the
Annual Meeting, but not as votes having been cast in respect of such proposal.
Accordingly, such abstentions and votes withheld will not affect the outcome of
the voting on that proposal. Broker non-votes (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares on a particular
matter as to which the brokers or nominees do not have discretionary power) may
be counted as present or represented for purposes of determining the presence or
absence of a quorum for the transaction of business, but not for the purpose of
determining the voting power present with respect to proposals in respect of
which brokers do not have discretion (non-discretionary proposals) because
although they will count towards the quorum necessary to hold the Annual Meeting
they do not represent part of the voting power present for any particular matter
to come before the Annual Meeting. DynTek believes that all proposals being
presented to stockholders at the Annual Meeting are discretionary proposals and,
unless one or more beneficial owners of the Common Stock have withheld
discretionary authority from their brokers or nominees in respect of these
proposals, DynTek does not anticipate that there will be any broker non-votes in
respect of such proposals. If there are any broker non- votes in respect of
these proposals, however, DynTek intends to treat such broker non-votes as
stated above.

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PROPOSAL 1--ELECTION OF DIRECTORS

All nominees for Class A Directors and Class B Directors presently are
members of DynTek's Board of Directors. Management has no reason to believe that
the named nominees will be unable or unwilling to serve if elected to office. In
such case, however, it is intended that the individuals named in the enclosed
proxy will vote for the election of such substituted nominees as DynTek's Board
of Directors may recommend, for Class A Directors, or as designated by the
holders of a majority of the Class B Common Stock, for Class B Directors.

Certain information concerning the nominees for director is set forth
in the following table.

A. Class A Directors
-----------------
Principal Occupation, Business
Name Age Experience and Directorships
---- --- ----------------------------

Steven J. Ross 44 Since February 2000, Mr. Ross has
been DynTek's President, Chief
Executive Officer and Director. Mr.
Ross has an extensive industry
background, most recently serving as
General Manager of Toshiba's
Computer System Division,
responsible for sales, marketing,
and operations in North and South
America from 1998 to 1999. Prior to
that, Mr. Ross was President and
General Manager of the Reseller
Division and President of Corporate
Marketing at Inacom Corporation from
1996 to 1998. Mr. Ross' other
positions have included
responsibility for sales and
marketing, operations, strategic
planning, and other senior executive
activities. Mr. Ross is on the Board
of Directors of Interactive
Frontiers, Inc.

James Linesch 47 Since August 14, 2000, Mr. Linesch
has served as the Chief Financial
and Chief Accounting Officer,
Executive Vice President and
Secretary, and since February 1997
Director, of DynTek. Previously, Mr.
Linesch was the President, Chief
Executive Officer and Chief
Financial Officer of CompuMed, a
public computer company involved
with computer assisted diagnosis of
medical conditions, which he joined
in April 1996 as Vice President and
Chief Financial Officer. Mr. Linesch
served as a Vice President and Chief
Financial Officer of DynTek from
August 1991 to April 1996. From May
1998 to August 1991, Mr. Linesch
served as the Chief Financial
Officer of Science Dynamics Corp., a
corporation involved in the
development of computer software.
Mr. Linesch holds a CPA
certification in the State of
California, where he practiced with
Price Waterhouse from 1981 to 1984.

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Principal Occupation, Business
Name Age Experience and Directorships
---- --- ----------------------------

Brian D. Bookmeier 43 Mr. Bookmeier is an investor and
Vice President of Seven Sons, Inc.,
d/b/a Las Vegas Golf &Tennis. Seven
Sons, Inc. is in the business of
franchised retailing of golf and
tennis products. Mr. Bookmeier has
held this position since 1997. Mr.
Bookmeier has served as a Director
of DynTek since July 1995, and was
President and Chief Executive of
DynTek from July 1995 to February
2000. From September 1989 until its
merger into DynTek, Mr. Bookmeier
served as Executive Vice President
and a Director of Patient Care
Services, a home medical equipment
supply company that specialized in
diabetes management, and the sale of
related equipment and supplies. He
has been a Director of the American
Diabetes Association since June
1995. He was on the Board of
Directors of Azurel, Ltd., a public
company that filed for protection
under Chapter 11 of the Federal
Bankruptcy Code in 2001.

Dr. Michael W. Grieves 50 Dr. Grieves has been a director
since August 14, 2000. Previously,
Dr. Grieves had served as Data
Systems Corporation's President,
Chief Executive Officer and Chairman
of the Board since its inception in
1986. Prior to 1986, Dr. Grieves
served in executive, managerial and
technical capacities with Computer
Alliance Corporation, a turnkey
system house; Quanex Management
Sciences, a computer services
bureau; and Lear Siegler
Corporation. He has more than 25
years of experience in the computer
industry.

B. Class B Directors
-----------------

Name Age Principal Occupation, Business
Experience and Directorships
---- --- -------------------------------

David L. Reichardt 58 Mr. Reichardt has been a director
since December 27, 2001. He has
served as Senior Vice President and
General Counsel of DynCorp since
1986. He served as President of
Dynaletric Company, a former
subsidiary of DynCorp, from 1984 to
1986, and as Vice President and
General Counsel of DynCorp from 1977
to 1984. He serves as a director of
DynCorp.

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Marshall S. Mandell 58 Mr. Mandell has been a director
since December 27, 2001. He has
served as Senior Vice President,
Corporate Development of DynCorp
since 1998. He served as Vice
President, Business Development of
DynCorp from 1994 to 1998. He also
served as Acting President of the
Information & Engineering Technology
strategic business unit of DynCorp
form 1997 to 1998. He served as Vice
President, Business Development,
Applied Sciences Group of DynCorp
from 1992 to 1994. He was Senior
Vice President, Eastern Computers,
Inc. from 1991 to 1992 and President
of the Systems Engineering Group,
Ogden/Evaluation Research
Corporation from 1984 to 1991.

Thomas R. Davies 49 Mr. Davies has been a director since
December 27, 2001. He is currently
and has been the Senior Vice
President-Products Solutions for
Current Analysis Incorporated, a
market and competitive intelligence
services company, since December
1999. Prior to holding that
position, Mr. Davies was employed by
Federal Sources, Inc. as Senior Vice
President for Internet Services from
December 1998 to December 1999, and
as Vice President-State and Local
Government Consulting from December
1995 to December 1998. Before
joining Federal Sources, Inc., Mr.
Davies was employed in various
positions by EDS Corporation, with
the last such position being Senior
Director for State and Local
Government Strategy.

DynTek's Board of Directors met five (5) times (not including actions
by written consent) during the year ended June 30, 2001. Each of the directors
attended 75% or more of the meetings held by the Board of Directors and any
Committees of the Board of Directors on which such person served during the last
fiscal year. The Board of Directors has two standing committees: the Audit
Committee and the Compensation Committee. The Board does not have a standing
nominating committee.

The Audit Committee met one (1) time during the year ended June 30,
2001. The Audit Committee, among other things, recommends the firm to be
appointed as independent accountants to audit DynTek's financial statements,
reviews DynTek's interim and year- end operating results, considers the adequacy
of the internal accounting controls and audit procedures of DynTek and reviews
the non-audit services to be performed by the independent accountants. In June
2000, the Board of Directors formally adopted a charter for the Audit Committee.
The members of the Audit Committee at the end of the 2001 fiscal year were
Messrs. Testaverde, Bookmeier and Aspatore. Each of the Audit Committee members
was independent, as defined in Rule 4200(a) of the National Association of
Securities Dealers' listing standards, other than Mr. Bookmeier. Mr. Bookmeier
was not independent for purposes of that definition because he was employed by
the Corporation at some time within the prior three years, although he became an
independent director as so defined on July 10, 2001. DynTek appointed Mr.
Bookmeier to the Audit Committee because it believed that his prior employment
relationship with DynTek will not interfere with his exercise of independent
judgment in carrying out the responsibilities of a director and member of the
committee on behalf of DynTek's stockholders.

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The Compensation Committee has the authority to review and recommend
compensation arrangements for management of DynTek. The Compensation Committee's
responsibilities were carried out by the full Board of Directors during the
fiscal year ended June 30, 2001. The members of the Compensation Committee at
the end of the 2001 fiscal year were Messrs. Linesch, Grieves and Testaverde.

Compensation of Directors

Directors, other than those who also are employees of DynCorp, are paid
an annual Board Membership fee of $25,000, are reimbursed for certain reasonable
expenses incurred in attending Board or Committee meetings and are eligible for
awards under DynTek's 1997 Non-employee Directors' Stock Option Plan. The
Non-employee Directors' Plan provides for option grants with respect to 10,000
shares of Common Stock to be made to each eligible director upon each July 1st
on which such director is a member of DynTek's Board of Directors. Options are
exercisable for 5 years after the date of grant. The exercise price for any
option under the plan shall be equal to the fair market value of the Common
Stock at the time such option is granted. The plan provides that grants
thereunder vest immediately. During the year ended June 30, 2001, each of
Messrs. Bookmeier, Linesch and Testaverde received grants in accordance with the
Non-employee Directors' Plan. The Directors which are employed by DynCorp, the
Company's 39.9% shareholder, are not paid for their services.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, and
the rules promulgated thereunder require DynTek's officers and directors and
persons who own more than ten percent of a registered class of DynTek's equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and to furnish to DynTek copies of all such
filings. DynTek has determined, based solely upon a review of those reports and
amendments thereto furnished to DynTek during and with respect to the year ended
June 30, 2001 and any written representations from reporting persons, that all
filing requirements were timely satisfied by DynTek's officers and directors.

Legal Proceedings

On July 10, 2000, DynTek was named as a nominal defendant in a
stockholder's derivative action brought in the Supreme Court of New York, New
York County, on behalf of DynTek by Paul Miletich, an alleged shareholder of
DynTek. The action names Brian D. Bookmeier and James Linesch, both current
directors of DynTek, Alexander Kalpaxis and Damon Testaverde (both former
directors of DynTek) and Robert M. Rubin as defendants. DynTek remains a nominal
defendant. Mr. Miletich alleges that the named directors of DynTek breached
their fiduciary duties of care and loyalty to DynTek by permitting DynTek to
enter into, among other things, transactions with certain allegedly affiliated
corporations, resulting in a waste of corporate assets of DynTek.

-8-

The Company, as the nominal Defendant, together with the Plaintiff and
the other Defendants in Miletich v. Bookmeier, have agreed to a settlement of
this shareholder derivative suit currently pending in Supreme Court, New York
County, New York. If approved by the Court, the Company will receive in
settlement 300,000 shares of its own Class A common stock currently held by a
Defendant, together with 125,000 shares of an unrelated company, MedEmerg
International, Inc., and (from insurance sources) $300,000 in cash. The Company
has agreed not to oppose a request for attorney's fees by Plaintiff's counsel of
up to $330,000. The actual amount (if any) awarded to such counsel will be
determined by the Court and (to the extent awarded) may be paid in a mixture of
MedEmerg International, Inc. stock and cash at the Company's election.

Recommendation

The Board of Directors recommends a vote FOR the election of Messrs.
Ross, Linesch, Bookmeier and Grieves as Class A Directors, and a vote for the
election of Messrs., Reichardt, Mandell and Davies as Class B Directors, of
DynTek.

PROPOSAL 2--RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS

Appointment of Independent Auditors

The Board of Directors, on the recommendation of the Audit Committee of
the Board, has appointed the firm of Grassi & Co. (the successor by merger to
the firm of Feldman Sherb & Co., P.C.), independent accountants, to audit and
report on the financial statements of DynTek for the year ended June 30, 2002.
Feldman Sherb & Co., P.C., had been employed by DynTek as its independent
accountants since 1992. It is expected that a representative of Grassi & Co.
will be present at the Annual Meeting to answer questions of stockholders and
will have the opportunity, if desired, to make a statement.

Audit Fees

DynTek paid to Feldman Sherb & Co., P.C., audit fees of $127,000 for
professional services rendered for the audit of DynTek's annual financial
statements for the year ended June 30, 2001 and for the review of the financial
statements included in DynTek's quarterly reports on Form 10-Q for such year.

Financial Information Systems Design and Implementation Fees

DynTek did not engage Feldman Sherb & Co., P.C., to provide advice
regarding its financial information systems design and implementation during the
fiscal year ended June 30, 2001.

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All Other Fees

Fees billed to DynTek by Feldman Sherb & Co., P.C., during DynTek's
2001 fiscal year for all other non-audit services rendered to DynTek totaled
$12,330.

Required Vote

The ratification of the appointment of Grassi & Co. (the successor by
merger to the firm of Feldman Sherb & Co., P.C.), requires a majority of the
votes cast by holders of DynTek's Common Stock and Preferred Stock entitled to
vote at the Annual Meeting. Abstentions and broker non-votes will be counted as
present for purposes of determining whether a quorum is present, and broker
non-votes, if any, will not be treated as votes cast on this matter at the
Annual Meeting.

Recommendation

The Board of Directors recommends a vote FOR the ratification of the
appointment of Grassi & Co. (the successor by merger to the firm of Feldman
Sherb & Co., P.C.)

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding the beneficial
ownership of outstanding Class A Common Stock as of July 1, 2002 by: (i) each of
DynTek's directors, nominees for director and executive officers, (ii) all
directors and executive officers as a group, and (iii) each owner of more than
5% of DynTek's Common Stock, referred to as the 5% owners. For purposes of the
following table, the number of shares of Class A Common Stock assumes the
conversion to Class A Common Stock of all outstanding shares of Preferred Stock
and Class B Common Stock. No person holds 5% or more of the outstanding
Preferred Stock. All outstanding Class B Common Stock is owned by DynCorp.

Number of Shares Percentage of
Name and Address (2) of Common Stock Outstanding
Beneficial Owner Beneficially Owned(1) Common Stock Owned
---------------- --------------------- ------------------

DynCorp(3) 18,336,663 39.2%
11710 Plaza America Drive
Reston, VA 20190-6010

Estate of Fred Kassner(4) 3,045,610 6.5%
59 Spring Street
Ramsey, NJ 07446

H. T. Ardinger & Sons, Inc.(5) 2,667,100 5.6%
9040 Governors Row
P.O. Box 569360
Dallas, TX 75356

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Number of Shares Percentage of
Name and Address (2) of Common Stock Outstanding
Beneficial Owner Beneficially Owned(1) Common Stock Owned
---------------- --------------------- ------------------

Steven J. Ross (6) 898,845 1.9%

Dr. Michael W. Grieves (7) 737,229 1.6%
34705 West 12 Mile Road
Suite 300
Farmington Hills, MI 48009

James Linesch (8) 530,573 1.1%

Brian D. Bookmeier (9) 322,065 0.7%
c/o Las Vegas Golf & Tennis
42705 Grand River Avenue
Suite 20
Novi, MI 48152

Thomas R. Davies 10,000 *
21335 Signal Hill Plaza
Second Floor
Sterling, VA 20164

David L. Reichardt(3) 0 *
c/o DynCorp
11710 Plaza America Drive
Reston, VA 20190-6010

Marshal S. Mandell(3) 0 *
c/o DynCorp
11710 Plaza America Drive
Reston, VA 20190-6010

ALL OFFICERS AND DIRECTORS 2,498,712 5.2%
as a group (7 persons) (3)(6)(7)(8)(9)

* Less than 1%
(1) As used herein, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Securities Exchange Act
of 1934 as consisting of sole or shared voting power (including the
power to vote or direct the vote) and/or sole or shared investment
power (including the power to dispose or direct the disposition of)
with respect to the security through any contract, arrangement,
understanding, relationship or otherwise, including a right to
acquire such power(s) during the next 60 days. Unless otherwise
noted, beneficial ownership consists of sole ownership, voting and
investment rights.

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(2) Except as set forth in the footnotes to this table, the business
address of each director and executive officer listed is c/o DynTek,
Inc., 18881 Von Karman Avenue, Irvine, California 92612.

(3) For DynCorp, includes 18,336,663 shares of Class B Common Stock,
held by DynCorp as record and beneficial owner, which are
convertible at the discretion of DynCorp into 18,336,663 shares of
Class A Common Stock. Messrs. Reichardt and Mandell are each
executive officers of DynCorp, with Mr. Reichardt also being a
director of DynCorp. Although each of Messrs. Reichardt and Mandell
is an affiliate of DynCorp, each disclaims beneficial ownership of
the 18,336,663 Class B Common Stock shares held by DynCorp because
they do not control the investment policies of DynCorp with respect
to these shares.

(4) For the Estate of Mr. Kassner, includes 40 shares of Common Stock
underlying DynTek's publicly-traded Class A Warrants and 100,000
shares of Common Stock underlying Warrants granted in connection
with certain financial accommodations granted by Mr. Kassner related
to the release of security interests in DynTek assets.

(5) Includes 90,000 shares of Preferred Stock available for conversion
into Common Stock, which shares of Preferred Stock are convertible
into 225,000 shares of Common Stock.

(6) Includes options to purchase 820,000 shares of Common Stock
exercisable at prices ranging from $1.25 to $2.25 per share granted
to Mr. Ross under DynTek's 1992 Employee Stock Option Plan, 10,000
shares of Common Stock underlying options granted at $2.81 per share
under DynTek's 1997 Non-Employee Director's Stock Option Plan,
19,845 shares of Common Stock which are issuable upon conversion of
7,938 shares of Preferred Stock, and 49,000 shares of Common Stock
underlying options to purchase 19,600 shares of Preferred Stock with
a strike price of $1.69 per share.

(7) Includes 106,883 shares of Common Stock which are issuable to Dr.
Grieves upon conversion of 42,753 shares of Preferred Stock held by
him. Also includes beneficial ownership of options to purchase
90,846 shares of Common Stock at prices between $0.957 to $13.52 per
share, upon exercise of options to purchase 36,642 shares of
Preferred Stock. Also includes 20,000 options exercisable for Common
Stock (10,000 exercisable at $2.25 per share of Common Stock and
10,000 exercisable at $1.75 per share of Common Stock) granted to
Dr. Grieves under DynTek's 1997 Non-Employee Director's Stock Option
Plan.

(8) Includes 40,000 options granted to Mr. Linesch (10,000 exercisable
at $1.81 per share of Common Stock, 10,000 exercisable at $0.97 per
share of Common Stock, 10,000 exercisable at $3.78 per share of
Common Stock and 10,000 exercisable at $2.81 per share of Common
Stock) under DynTek's 1997 Non-Employee Director's Stock Option
Plan, and includes 8,750 shares of Common Stock which are issuable
to Mr. Linesch upon conversion of 3,500 shares of Preferred Stock
held by him. Includes options to purchase 345,000 shares of common
stock granted to Mr. Linesch at prices ranging from $1.25 to $3.00
under the 1992 Employee Stock Option Plan.

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(9) Includes 253,315 shares of Common Stock held by Mr. Bookmeier. Also
includes 8,750 shares of Common Stock which are issuable upon
conversion of 3,500 shares of Series A Preferred Stock on and after
August 14, 2001, and options to purchase 60,000 shares of Common
Stock granted under DynTek's 1997 Non-Employee Director's Stock
Option Plan (10,000 exercisable at $3.78 per share of Common Stock,
10,000 exercisable at $0.97 per share of Common Stock, 10,000
exercisable at $3.78 per share of Common Stock, 10,000 exercisable
at $2.81 per share of Common Stock, 10,000 exercisable at $2.25 per
share of Common Stock and 10,000 exercisable at $1.75 per share of
Common Stock).

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EXECUTIVE COMPENSATION

The following table sets forth the compensation paid during the
three-year period ended June 30, 2001 to the chief executive officer of DynTek
and the other four most highly paid executive officers of DynTek whose annual
salary and bonus exceeded $100,000 for all services rendered to DynTek during
each such annual period.

SUMMARY COMPENSATION

OTHER
Name and ANNUAL ALL OTHER
Principal COMPEN- RESTRICTED OPTIONS/ LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION STOCK AWARDS SARS(#) PAYOUTS SATION

Steven J. Ross 1999 $ -- -- $ -- $ -- -- $ -- $ --
President and a)2000 $ 143,000 $ 0 $ 0 $ 0 0 $ 0 $ 0
Chief Executive 2001 $ 175,000 $ 0 $ 25,000 $ 0 810,000 $ 0 $ 0
Officer and Director

James Linesch 1999 $ -- -- $ -- $ -- -- $ -- $ --
Chief Financial Officer 2000 $ -- -- $ -- $ -- -- $ -- $ --
Executive Vice b)2001 $ 138,000 $10,000 $ 25,000 $ 0 335,000 $ 0 $ 0
President and Director

Alex Kalpaxis 1999 $ 160,000 $ 0 $ 0 $ 0 0 $ 0 $ 0
Chairman of the Board, 2000 $ 160,000 $ 0 $ 0 $ 0 0 $ 0 $ 0
Chief Technology c)2001 $ 160,000 $ 0 $ 25,000 $ 0 0 $ 0 $ 0
Officer
and Director

a) On December 10, 1999, Mr. Ross entered into a consulting agreement with
BugSolver.com, Inc., a DynTek subsidiary. The agreement provided for a
monthly consulting fee of $20,000. On May 15, 2000, DynTek entered into
a consulting agreement with Mr. Ross, which replaced the December 10,
1999 agreement with BugSolver.com, Inc. The agreement was to expire in
February 2002 and automatically renew for successive 90-day periods
unless terminated by either party. The agreement provided for a monthly
consulting fee of $23,000. Mr. Ross entered into an Employment
Agreement with DynTek in January 2001 and his consulting agreement was
terminated.

b) Mr. Linesch entered into an employment agreement with DynTek on August
14, 2001, at a base salary of $157,500 per year, for an annual
renewable term of one year.

c) Mr. Kalpaxis and DynTek entered into a separation agreement, effective
June 30, 2001, pursuant to which Mr. Kalpaxis terminated his employment
with DynTek and resigned as an officer and director of DynTek and all
subsidiaries in consideration for 12 equal monthly severance payments
aggregating $160,000 (his base salary during the 2001 fiscal year).

-14-

Options

The following table sets forth certain information, as of June 30,
2001, concerning individual grants of stock options made during the fiscal year
ended June 30, 2001 to each of the persons named in the Summary Compensation
Table above.

OPTION/SAR GRANTS IN FISCAL YEAR ENDED JUNE 30, 2001

Number of
Securities Percent of Total Potential realizable Value
Underlying Options/SAR's Exercise or at assumed Annual rates of
Options/SAR's Granted In Fiscal Base Price stock price appreciation for
Name Granted (#) Year (S/SH) option term
(a) (b) (c) (d) 5% 10%

Steven J. Ross 810,000 94% $1.27 $635,000 $1,607,000

James Linesch 335,000 92% $1.82 $372,000 $939,000

Alex Kalpaxis 0 0 0 0 0

The following table sets forth information concerning exercises of
stock options by each of the persons named in the Summary Compensation Table
during the fiscal year ended June 30, 2001 and the fiscal year-end values of
options held by such named individuals.

AGGREGATED OPTION/SAR
EXERCISES IN FISCAL
YEAR ENDED JUNE 30 2001
AND FISCAL YEAR-END
OPTION/SAR VALUES
- ----------------------------------------------------------------- ---------------- ---------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE OPTIONS/SARS OPTIONS/SARS AT
NAME ON EXERCISE (#) REALIZED($) AT FY-END (#) FY-END($)
(A) (B) (C) (D) (E)
- ------------------------ ---------------- ------------------ ---------------- ---------------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE

Steven J. Ross -- 0 59,000/400,000 $ 519,001/436,000
James Linesch -- 0 15,000/150,000 $ 100,725/163,500
Alex Kalpaxis -- 0 0/0 $ 0/0

The following table sets forth information concerning the repricing of
options during the fiscal year ended June 30, 2001 for any of the persons named
in the Summary Compensation Table.

-15-

10 - YEAR OPTION/SAR REPRICINGS

Length of
Number of Shares Original
of Common Stock Market Price of Exercise Price Option Term
Underlying Options/ Common Stock at At Time of Remaining at
SARs Repriced Time of Repricing Repricing or New Exercise Date of Repricing
Name Date Or Amended Or Amendment Amendment Price Or Amendment
(#) ($) ($) ($)
(a) (b) (c) (d) (e) F (g)
- ------------------ ----------------- ------------------ ----------------- --------------- --------------- ----------------

Steven J. Ross, January 2, 2001 400,000 shares $0.8125 $ 3.00 $ 1.25 52 months
President, Chief
Executive Officer
and Director

Employment Agreements and Consulting Agreements

On May 15, 2000, DynTek entered into a consulting agreement with Steven
J. Ross, its President, CEO and a director. The agreement was to expire in
February 2002 and automatically renew for successive 90-day periods unless
terminated by either party. The agreement provided for a monthly consulting fee
of $23,000 and options to purchase 400,000 shares of Common Stock at $3.00 per
share. Of the options granted, 200,000 were vested and exercisable as of
February 1, 2000. The remaining 200,000 options were to vest and become
exercisable, 100,000 each when the average closing price for one share of Common
Stock for the five trading days immediately prior to such date attains $6.00 and
$8.00 per share, respectively. In addition, Mr. Ross also received options to
purchase 30,000 shares of the common stock of BugSolver.com, Inc., a DynTek
subsidiary, for $1.50 and the right to be granted additional options to acquire
shares of BugSolver.com, Inc. if certain funding transactions were arranged.

On January 2, 2001, DynTek entered into an employment agreement with
Mr. Ross. The agreement was for one year and was automatically renewable for
subsequent one-year periods unless DynTek provided written notice of its
intention not to renew at least six months prior to the anniversary date. The
agreement included a base salary of $350,000 per year. Under the terms of the
agreement, Mr. Ross was granted 400,000 options to purchase Common Stock. In
connection with this agreement, DynTek made a secured loan to Mr. Ross in the
amount of $170,000, due December 28, 2001. In addition, Mr. Ross became entitled
to the same benefits afforded other members of executive management.

As a condition to the DMR Merger completed on December 27, 2001, as of
December 10, 2001 DynTek and Mr. Ross entered into a new three-year employment
agreement which includes a base salary of $400,000 and a bonus plan amounting to
fifty percent (50%) of the base salary under the agreement. The bonus is payable
on a quarterly basis based upon specified targets being achieved. As part of the
agreement, DynTek also granted an extension of the term of the $100,000
remaining balance of the original $170,000 loan from DynTek to Mr. Ross. The
loan term was extended through to the termination of Mr. Ross' employment by
DynTek, with the then outstanding loan balance being forgiven under specified
circumstances. The agreement further provides for termination benefits to Mr.
Ross, up to the amount of two times the annual salary payable under the
agreement, in the event that Mr. Ross' employment by DynTek is terminated under
specified circumstances.

-16-

On August 14, 2000, DynTek entered into an employment agreement with
James Linesch, its Chief Financial Officer and Executive Vice President. The
agreement is for one year and automatically renews for subsequent one-year
periods unless DynTek provides written notice of its intention not to renew at
least six months prior to the anniversary date. The initial compensation is
$157,500 per year, subject to annual increases. In connection with his
employment, Mr. Linesch was granted 100,000 options vesting over one year with
an exercise price of $3.00 per share. In addition, Mr. Linesch is entitled to
the same benefits afforded non-employee directors (including option grants
equivalent to those granted under the 1997 Non-employee Directors Stock Option
Plan). On August 14, 2001, Mr. Linesch's salary was increased to $200,000 and a
bonus plan amounting to up to fifty (50)% of his base salary under the agreement
was granted to him.

-17-

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS

During the fiscal year ended June 30, 2001, Messrs. Damon D.
Testaverde, James Linesch and Michael Grieves served as the members of the
Compensation Committee of the Board of Directors. Messrs. Linesch and Grieves
were employees of DynTek during the fiscal year ended June 30, 2001. The names
of the presently constituted Compensation Committee appear following
Compensation Committee Report on Executive Compensation, below.

A $200,000 promissory note was issued for a portion of the
consideration for some 13% subordinated promissory notes of Data Systems Network
Corporation acquired by Dr. Grieves, Data Systems' Chairman, President and Chief
Executive Officer, pursuant to Data Systems' Plan of Reorganization in 1992.
Under the renegotiated Grieves Note, payments were to be made at the end of each
fiscal quarter and all outstanding principal and accrued interest was paid by
March 31, 2001. The negotiated Grieves note bore interest on the principal at an
annual rate of 9.5%.

Following the merger with Data Systems, Dr. Grieves was employed by
DynTek under an employment agreement which terminated on August 14, 2001, for
compensation equal to $20,000 per month and the standard employee benefits
awarded to all DynTek employees. In March 2002, the Company paid Dr. Grieves
$30,000 as a consulting fee for services rendered in connection with the merger
with DMR in December 2001. Such fee was paid in the form of a $20,000 cash
payment and a $10,000 credit against the repayment of a Note receivable from Dr.
Grieves in that amount.

As part of the merger with Data Systems, DynTek assumed an agreement
with Interactive Frontiers ("IF") whereby IF provided access to its Internet
Golf Academy to DynTek for use at trade shows or any other venues as determined
by DynTek. Dr. Grieves is a significant investor and non-executive Chairman of
the Board of IF. The term of the agreement was for six months beginning August
1, 2000, with a renewal of six months upon election of DynTek. The fee is
$126,000 per six-month period, and the agreement was not renewed after the
initial six-month period.

In March 2001, the Company purchased 25% of the equity in LaborSoft
Corporation ("LaborSoft"), a company providing labor relations software to labor
unions and commercial customers. As a result of its investment, the Company
assigned Dr. Grieves to become the Chairman of the Board of Directors of
LaborSoft. The Company provides infrastructure services to LaborSoft, on a
fee-for-service basis, with monthly charges of approximately $25,000.

In September 2000, DynTek raised $3,000,000 through an issuance of
1,000,000 shares of preferred stock in its ProductivIT (formerly known as
BugSolver.com, Inc.) subsidiary. Mr. Testaverde acted as an agent in selling
those securities, was paid $150,000 and was issued 50,000 options to acquire
stock of the subsidiary at $1.50 per share under DynTek's 1992 Employee Stock
Option Plan.

-18-

In March 2001, DynTek raised $2,718,500 through a private placement
issuance of an aggregate 2,718,550 shares of Common Stock. Mr. Testaverde acted
as an agent in selling those securities and received broker's commissions equal
to 7% of the sales proceeds of those Common Stock sales. Mr. Testaverde was also
granted 271,855 options to acquire an equal number of shares of Common Stock
under DynTek's 1992 Employee Stock Option Plan at an exercise price of $1.25 per
share.

In March 2000, in connection with the initial capitalization of
ProductivIT, certain officers and directors of DynTek were issued options to
purchase ProductivIT common stock at a $1.50 strike price. Mr. Testaverde
received options to acquire 200,000 shares of ProductivIT common stock.

As of June 30, 2002, DynTek's Compensation Committee consisted of
Messrs. Mandell, Davies and Ross, with only Mr. Ross being an employee of
DynTek. For information concerning Mr. Ross' Employment Agreement, see
Employment Agreements and Consulting Agreements, above. Mr. Mandell is an
executive officer of DynCorp. DynCorp is DynTek's largest shareholder, owning of
record and beneficially approximately 39% of DynTek's outstanding Class A Common
Stock, on an "as converted" basis (assuming conversion of all outstanding shares
of Class B Common Stock and Preferred Stock). DynCorp. and DynTek completed the
merger of DynCorp Management Resources, Inc. into DynTek's wholly-owned
subsidiary on December 27, 2001, and a number of agreements between DynCorp and
DynTek which resulted as part of that merger continue to be effective, such as a
transition services agreement, a registration rights agreement, continuing
obligations for the issuance of additional stock consideration to DynCorp as a
result of specified events occurring after the merger, indemnification to
DynCorp by DynTek under outstanding performance bonds and surety bonds
guaranteed by DynCorp that are related to post-merger activities undertaken by
DynTek for DynTek's clients, and other miscellaneous agreements. In addition, it
is expected that further business relationships will be entered into by DynTek
and DynCorp, or their affiliates, in the future.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is responsible for reviewing DynTek's
compensation program. The Compensation Committee did not meet separately during
the fiscal year ended June 30, 2001 for the purpose of reviewing employee salary
issues, but its members did participate in all full Board meetings at which
employee compensation issues were discussed.

Compensation Philosophy

Our compensation program generally is designed to motivate and reward
DynTek's executive officers and employees for promoting financial, operational
and strategic objectives while reinforcing the overall goal of enhancing
shareholder value. Our compensation program generally provides incentives to
achieve short and long term objectives. The major components of compensation for
executive officers are base salary, bonus incentives (on an individual basis in
DynTek's discretion), and stock option grants. Each component of the total
executive officer compensation package emphasizes a different aspect of DynTek's
compensation philosophy. These elements generally are blended to provide
compensation packages which provide competitive pay, reward the achievement of
financial, operational and strategic objectives, and align the interests of our
executive officers and employees with those of DynTek shareholders.

-19-

Components of Executive Compensation

Base Salary. Base salaries for DynTek's executive officers are
determined by evaluating the responsibilities required for the position held,
individual experience and breadth of knowledge, and by reference to the
competitive marketplace for management talent.

Stock Awards. To promote our long-term objectives, all directors,
officers and employees of DynTek are eligible for grants of stock options. The
stock option awards are made to directors, officers and employees pursuant to
our 1992 Employee Stock Option Plan, as amended, and our 2001 Employee Stock
Option Plan, in the form of incentive stock options for employees and
non-qualified stock options for non-employees, and to non-employee directors
pursuant to the 1997 Non-employee Directors Stock Option Plan, in the form of
non-qualified stock options.

Stock options represent rights to purchase shares of DynTek Common
Stock in varying amounts pursuant to a vesting schedule determined by the
Compensation Committee or the full Board at a price per share specified in the
option grant, which may be less than the fair market value on the date of the
grant under certain circumstances when non-qualified options are awarded. Stock
options expire at the conclusion of a fixed term (generally 5 years).

Since the stock options may grow in value over time, these components
of our compensation plan are designed to reward performance over a sustained
period and to enhance shareholder value through the achievement of corporate
objectives. We intend that these awards will strengthen the focus of our
directors, officers and employees on managing DynTek from the perspective of a
person with an equity stake in DynTek. The number of options granted to a
particular employee is based on the position, level, competitive market data and
annual performance assessment of each employee.

During the fiscal year ended June 30, 2001, Mr. Linesch was awarded
options to purchase 355,000 shares of Common Stock and Mr. Testaverde was
awarded options to purchase 321,855 shares of Common Stock under the DynTek 1992
Employee Stock Option Plan. Additional option grants made to directors during
the fiscal year ended June 30, 2001 consisted of options with respect to 30,000
shares of Common Stock under our 1997 Non-employee Directors' Stock Option Plan.

Tax Deductibility of Executive Compensation. Section 162(m) of the
Internal Revenue Code of 1986, as amended, imposes limitations upon the federal
income tax deductibility of compensation paid to our chief executive officer and
to each of the other four most highly compensated executive officers of DynTek.
Under these limitations, we may deduct such compensation only to the extent that
during any fiscal year the compensation paid to any such officer does not exceed
$1,000,000 or meets certain specified conditions (such as certain
performance-based compensation that has been approved by our shareholders).
Based on our current compensation plans and policies and proposed regulations
interpreting the Internal Revenue Code, DynTek and the Compensation Committee
believe that, for the near future, there is not a significant risk that DynTek
will lose any significant tax deduction for executive compensation. Our
compensation plans and policies will be modified to ensure full deductibility of
executive compensation if DynTek and the Compensation Committee determine that
such an action is in the best interests of DynTek.

-20-

COMPENSATION COMMITTEE

Marshall S. Mandell

Thomas R. Davies

Steven J. Ross

STOCK PRICE PERFORMANCE

Set forth below is a line graph comparing the cumulative total
shareholder return on DynTek Common Stock, based upon the market price of
DynTek's Common Stock as reported by The Nasdaq Stock Market, with the
cumulative total return of companies in the Nasdaq Composite Index and the
Nasdaq Computer Index for the period from June 30, 1996 through June 30, 2001.

- ------------------------------------------------------------------------------------------------------------------------------------
9/30/1996 12/31/1996 3/31/1997 6/30/1997 9/30/1997 12/31/1997 3/31/1998 6/30/1998 9/30/1998 12/31/1998
- ------------------------------------------------------------------------------------------------------------------------------------

DynTek, Inc. 100.00 118.77 97.93 91.67 83.33 57.30 54.17 32.30 47.93 33.33

NASDAQ Composite Index 100.00 138.31 130.88 154.49 180.59 168.23 196.66 202.98 181.46 234.90

NASDAQ Computer Index 100.00 154.33 145.07 176.55 209.11 184.04 229.95 252.58 253.89 337.40

- ------------------------------------------------------------------------------------------------------------------------------------
3/31/1999 6/30/1999 9/30/1999 12/31/1999 3/31/2000 6/30/2000 9/30/2000 12/31/2000 3/31/2001 6/30/200
- ------------------------------------------------------------------------------------------------------------------------------------

DynTek, Inc. 33.33 130.20 83.33 94.80 132.30 93.77 68.77 29.17 37.73 78.00

NASDAQ Composite Index 263.69 287.76 294.19 432.47 489.88 424.89 393.47 264.67 197.15 226.91

NASDAQ Computer Index 388.21 412.40 447.34 688.91 803.57 697.28 631.69 371.84 264.16 319.60

-21-

- ------------------------------------------------------------------------------------------------------------------
6/30/00 9/30/00 12/31/00 3/31/01 6/30/01
- ------------------------------------------------------------------------------------------------------------------

DynTek 93.77 68.77 29.17 37.73 78.00

NASDAQ Composite Index 424.89 393.47 264.67 197.15 226.91

NASDAQ Computer Index 697.28 631.69 371.84 264.16 319.60

- ------------------------------------------------------------------------------------------------------------------
6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99 3/31/00
- ------------------------------------------------------------------------------------------------------------------

DynTek 32.30 47.93 33.33 33.33 130.20 83.33 94.80 132.30

NASDAQ Composite Index 202.98 181.46 234.90 263.69 287.76 294.19 432.47 489.88

NASDAQ Computer Index 252.58 253.89 337.40 388.21 412.40 447.34 688.91 803.57

- ------------------------------------------------------------------------------------------------------------------
6/30/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98
- ------------------------------------------------------------------------------------------------------------------

DynTek 112.50 81.27 118.77 97.93 91.67 83.33 57.30 54.17

NASDAQ Composite Index 126.95 131.44 138.31 130.88 154.49 180.59 168.23 196.66

NASDAQ Computer Index 128.28 139.17 154.33 145.07 176.55 209.11 184.04 229.95

AUDIT COMMITTEE REPORT

In connection with the preparation and filing of DynTek's Annual Report on
Form 10-K for the year ended June 30, 2001:

o The Audit Committee of the Board of Directors as then constituted
reviewed and discussed the audited financial statements of DynTek
with DynTek's management.

o The Audit Committee as then constituted discussed with Feldman Sherb
& Co. P.C. (the predecessor, by merger, to Grassi & Co.), DynTek's
independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61 (Codification of Statements
on Auditing Standards, AU (S) 380).

o The Audit Committee as then constituted also received the written
disclosures and the letter from Feldman Sherb & Co. P.C. (the
predecessor, by merger, to Grassi & Co. required by the Independence
Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees) and
discussed with Feldman Sherb & Co. P.C. the independence of that
firm as DynTek's independent auditors. All audit and non-audit
services provided by Feldman Sherb & Co. P.C. were reviewed by the
Audit Committee, which considered whether the provision of non-audit
services was compatible with maintaining the independent auditors'
independence.

o Based on the Audit Committee's review and discussions referred to
above, the Audit Committee as then constituted on June 30, 2001
(whose names appear below) recommended to the Board that DynTek's
audited financial statements be included in DynTek's Annual Report
on Form 10-K for the fiscal year ended June 30, 2001 for filing with
the Securities and Exchange Commission.

-22-

AUDIT COMMITTEE

Walter Aspatore

Brian Bookmeier

Damon D. Testaverde

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information with respect to Certain Relationships and Related
Transactions, please see Compensation Committee Interlocks and Insider
Participation in Compensation Decisions, above.

STOCKHOLDER PROPOSALS

DynTek's Certificate of Incorporation and By-laws require any
stockholder who wishes to bring any proposal before a meeting of stockholders or
to nominate a person to serve as a director to give written notice thereof and
certain related information to DynTek at least 60 days prior to the date one
year from the date of the immediately preceding annual meeting, if such proposal
or nomination is to be submitted at an annual meeting, or within ten days of the
giving of notice to the stockholders, if such proposal or nomination is to be
submitted at a special meeting. The written notice must set forth with
particularity (i) the name and business address of the stockholder submitting
such proposal and all persons acting in concert with such stockholder; (ii) the
name and address of the persons identified in clause (i), as they appear on
DynTek's books (if they so appear); (iii) the class and number of shares of
DynTek's voting securities beneficially owned by the persons identified in
clause (i); (iv) a description of the proposal containing all material
information relating thereto, including, without limitation, the reasons for
submitting such proposal; and (v) such other information as the Board of
Directors reasonably determines is necessary or appropriate to enable the Board
of Directors and stockholders of DynTek to consider such proposal.

Management does not know of any matters which are likely to be brought
before the Annual Meeting other than those referred to in this Proxy Statement.
However, in the event that any other matters properly come before the Annual
Meeting, including the decision to postpone the Annual Meeting until such time
as sufficient votes necessary to take action have been received and cast, the
persons named in the enclosed proxy will vote in accordance with their judgment
on such matters.

The presiding officer at the Annual Meeting may determine that any
stockholder proposal was not permissible under or was not made in accordance
with the foregoing procedures or is otherwise not in accordance with law and, if
he so determines, he may refuse to allow the stockholder proposal or nomination
to be considered at the Annual Meeting.

Under the rules of the SEC, stockholder proposals intended to be
presented at the next annual meeting (to be held in 2003) must be received by
DynTek on or before June 21, 2003 to be included in the proxy statement and
proxy for that meeting. Proposals should be directed to the Corporate Secretary,
DynTek, Inc., 18881 Von Karman Avenue, Suite 250, Irvine, California 92612.

-23-

ADDITIONAL INFORMATION

The expense of preparing, assembling, printing and mailing the form of
proxy and the material used in the solicitation of proxies will be borne by
DynTek. In addition to the solicitation of proxies by use of the mails, DynTek
may utilize the services of some of its officers and regular employees to
solicit proxies personally and by telephone, telegram, letter, facsimile or
other means of communications. DynTek has requested banks, brokers and other
custodians, nominees and fiduciaries to forward copies of the proxy materials to
their principals and to request authority for the execution of proxies and will
reimburse such persons for their services in doing so.

According to SEC rules, the information presented in this Proxy
Statement under the captions "Compensation Committee Report on Executive
Compensation", "Audit Committee Report" and "Stock Price Performance" shall not
be deemed to be "soliciting material" or to be filed with the SEC under the
Securities Act of 1933 or the Securities Exchange Act of 1934 and nothing
contained in any previous filings made by DynTek under such acts shall be
interpreted as incorporating by reference the information presented under the
specified captions.

-24-

PROXY

DYNTEK, INC.
ANNUAL MEETING OF STOCKHOLDERS-AUGUST 20, 2002

This Proxy is solicited by the Board of Directors in connection with the
Annual Meeting of Stockholders of DynTek, Inc., to be held on August 20, 2002.
Any Stockholder has the right to appoint as his proxy a person (who need not be
a stockholder) other than any person designated below, by inserting the name of
such other person in another proper form of proxy.

The undersigned, a stockholder of DynTek, Inc. (the "Corporation"), hereby
revoking any proxy hereinbefore given, does hereby appoint Steven J. Ross and
James Linesch, or either of them, as his proxy with full power of substitution,
for and in the name of the undersigned to attend the Annual Meeting of
Stockholders to be held on August 20, 2002 at the Corporation's executive
offices, 18881 Von Karman Avenue, Suite 250, Irvine, CA, at 10:00 A.M., Pacific
Standard Time and at any adjournments thereof, and to vote upon all matters
specified in the notice of said meeting, as set forth herein, and upon such
other business as may properly come before the meeting, all shares of stock of
said Corporation which the undersigned would be entitled to vote if personally
present at the meeting.

(Continued and to be signed on reverse side)

|X| Please mark your
votes as in this
example

1. THE
ELECTION
OF
DIRECTORS.

For Holders of Class A Common Stock and Preferred Stock:

Election of the following proposed directors to hold office until the next
Annual Meeting of Stockholders or until their successors shall be elected and
shall qualify: Brian D. Bookmeier, James Linesch, Steven J. Ross and Michael
Grieves.

WITHHOLD
FOR AUTHORITY

|_| |_|

For, except vote withheld from the following nominees:

-----------------------------------------------------------

2. Ratify the Appointment of Grassi & Co. (the successor by merger to Feldman
Sherb & Co., P.C.) as independent auditors for the Corporation for the
fiscal year ended June 30, 2002.

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof. Such discretionary authority granted to the proxies shall
specifically include the right to vote in favor of adjournment of the
Annual Meeting until such time as sufficient votes necessary to take
either or both of the actions called for under Proposal 1 and Proposal 2
have been received and cast therefor.

FOR AGAINST ABSTAIN
|_| |_| |_|

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED
FOR ALL NOMINEES FOR DIRECTOR IDENTIFIED ABOVE AND FOR ALL PROPOSALS.

The Board of Directors requests that you fill in the date and sign the Proxy and
return it in the enclosed envelope.

IF THE PROXY IS NOT DATED IN THE ABOVE SPACE, IT IS DEEMED TO BE DATED ON THE
DAY ON WHICH IT WAS MAILED BY THE CORPORATION

Signature _______________________________________ Dated:________________, 2002

Signature, if held jointly ______________________ Dated:________________, 2002

Note: PLEASE SIGN EXACTLY AS NAME APPEARS on the certificate or certificates
representing shares to be voted by this proxy, as shown on the label above. When
signing as executor, administrator, attorney, trustee, or guardian, please give
full title as such. If a corporation, please sign in full corporation name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person(s).