Preview | Asset Purchase Agreement |

This ASSET PURCHASE AGREEMENT, dated as of , 2005 (this Agreement), from Dyntek, Inc., a Delaware corporation, and Dyntek Services, Inc., a Delaware corporation (collectively, the Sellers), to New England Technology Finance, LLC, a Delaware limited liability company, as purchaser (Purchaser). Capitalized terms shall have the meanings set forth in Section 9 hereto.

1. Agreement.

(a) Purchase on Initial Purchase Date. For good and valuable consideration consisting of the Purchase Price, the receipt and sufficiency of which are hereby acknowledged, each of the Sellers, by these presents, does irrevocably agree to GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto Purchaser, and unto Purchasers successors and assigns (without recourse, except as set forth below) forever, as of the date hereof (the Initial Purchase Date), all right, title and interest in and to the Purchased Assets, and Purchaser agrees to purchase and acquire all such Purchased Assets on the date hereof, subject to the conditions precedent set forth in Section 3(a) below. Each Purchased Account shall have a unique sequence number mutually agreed to by Seller and Purchaser as set forth in the Lockbox Agreement.

(b) Purchase on any Date Subsequent to the Initial Purchase Date. Any Seller may, from time to time after the Initial Purchase Date, offer to sell to Purchaser additional Purchased Assets by providing Purchaser a duly executed Purchase Supplement, and Purchaser may, from time to time, at its sole discretion, agree to purchase such additional Purchased Assets subject to the conditions precedent set forth in Section 3(b) below.

2. Effectiveness; True Sale; Disclaimer of Liability. The Sellers and Purchaser agree that the sale and assignment of each Purchased Asset pursuant hereto shall be effected immediately and automatically without any further act or acknowledgement on the part of any Seller, Purchaser or any other Person, but subject to Section 3 below. The Sellers and Purchaser further agree that the sale and assignment of the Purchased Assets pursuant hereto is a sale and assignment of the Purchased Assets for valuable consideration and shall in no event be construed as a sale and assignment of the Purchased Assets for security. Purchaser shall have no obligation or liability with respect to any contracts or underlying obligations relating to the Purchased Assets, and Purchaser shall have no obligation or liability to any obligor thereon or customer or other client of any Seller (including any obligations to perform any of the obligations of any Seller under or in respect of contracts or other underlying obligations relating to the Purchased Assets). The assumption of any such obligation or liability by Purchaser is expressly disclaimed.

3. Conditions Precedent.

(a) The effectiveness of this Agreement and the obligation of Purchaser to purchase the Purchased Assets, as of the date hereof, is subject to the satisfaction of all of the conditions set forth below:

(1) Purchaser shall have received, in form and substance satisfactory to Purchaser, the duly executed Transaction Documents and all other documents, instruments, information, agreements, notes, guarantees, certificates, orders, authorizations, financing statements, mortgages, and other documents which Purchaser may reasonably request.

(2) Purchaser shall have received the results of lien searches for each Seller in all jurisdictions as Purchaser shall reasonably request.

(3) Except as set forth in the Schedule of Exceptions, there shall not be pending or, to the best knowledge of the Sellers, threatened, any litigation, action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration by, against, or affecting any Seller or any of its subsidiaries or any property of Seller or any of its subsidiaries that has not been disclosed by the Sellers in writing, and there shall have occurred no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration that, in Purchasers opinion, would reasonably be expected to have a Material Adverse Effect.

(4) The Sellers shall have received all requisite governmental and third party approvals and consents, all satisfactory in form and substance to Purchaser.

(5) The Sellers shall have received a release of security interest or waiver and consent from Textron Financial Corporation, Laurus Master Fund, Ltd. and Ingram Micro, Inc., each in form and substance reasonably satisfactory to Purchaser.

(b) The obligation, if Purchaser elects, in its sole discretion, to purchase additional Purchased Assets on any date after the Initial Purchase Date, shall, in each case, be subject to the satisfaction of all of the conditions set forth below:

(1) Purchaser shall have received a duly authenticated Purchase Supplement.

(2) The representations and warranties contained herein and in the other Transaction Documents shall be true, correct and complete in all material respects on and as of the applicable Purchase Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).

(3) Each Seller shall have performed in all material respects all agreements required of such Seller under this Agreement and the other Transaction Documents.

(4) Except as set forth in the Schedule of Exceptions, there shall not be pending or, to the best knowledge of the Sellers, threatened, any litigation, action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration by, against, or affecting any Seller or any of its subsidiaries or any property of Seller or any of its subsidiaries that has not been disclosed by the Sellers in writing, and there shall have occurred no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration that, in Purchasers commercially reasonable judgment, would reasonably be expected to have a Material Adverse Effect.

(5) The Sellers shall have received all requisite governmental and third party approvals and consents, all reasonably satisfactory in form and substance to Purchaser.

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