As filed with the Securities and Exchange Commission on July 30, 2004
                                                          Registration No. 333 -
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                  DynTek, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                            95-4228470
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                            Identification No.)
18881 Von Karman Avenue, Suite 250
        Irvine, California                                         92612
                                                                (Zip Code)

                            2001 Stock Incentive Plan
                            (Full Title of the Plans)

                                Peter W. Rothberg
                                Nixon Peabody LLP
                  437 Madison Avenue, New York, New York 10022
                     (Name and Address of Agent For Service)

          Telephone No.: (212) 940-3000 / Facsimile No.: (212) 940-3111
          (Telephone Number, Including Area Code, of Agent For Service)

                                   ----------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum      Proposed Maximum
       Title Of Securities           Amount To Be        Offering Price      Aggregate Offering       Amount Of
        To Be Registered            Registered (1)       Per Share (2)           Price (2)         Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                  <C>                 <C>                    <C>
Common Stock, $.0001 par value         4,000,000            $  .66              $2,640,000             $335.00
---------------------------------------------------------------------------------------------------------------------
</TABLE>

      (1) Represents (i) 4,000,000 shares issuable upon the exercise of options
granted or to be granted under the 2001 Stock Incentive Plan, as amended, and
(ii) pursuant to Rule 416(a) of the Securities Act of 1933, such indeterminate
number of shares as may be issued by reason of any stock split, stock dividend,
recapitalization or similar transaction effected without the receipt of
consideration which results in an increase in the number of outstanding shares
of DynTek common stock.

      (2) Estimated in accordance with Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee. The computation
is based upon the average of the high and low prices of our common stock as
reported on the Nasdaq Stock Market's Small Cap Market on July 29, 2004.

<PAGE>

                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

      At our Special Meeting of Shareholders held on November 20, 2001, our
shareholders approved the adoption of our 2001 Stock Incentive Plan (the "Plan")
to increase the number of shares of our Common Stock, par value $.0001 per share
(the "Common Stock"), available for issuance to officers, directors, key
employees and consultants in order to attract and retain their services to us
and to provide them with an incentive to maintain and enhance our long-term
performance. On July 15, 2004, our shareholders approved an increase in the
number of shares of Common Stock available for grant under the Plan from
2,000,000 shares of Common Stock to 4,000,000 shares of Common Stock. This
registration statement on Form S-8 relates to the registration of additional
securities of the same class as other securities of which our registration
statement on Form S-1 filed on October 13, 1992 (No. 33-54026) is effective
consisting of 4,000,000 additional shares of our Common Stock issuable pursuant
to the Plan.

      Additional information required to be contained in this Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 of the Securities and Exchange Commission, issued under the Securities Act
of 1933, and the Note to Part I of Form S-8.

<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

      The following documents that have been filed by DynTek, Inc. with the
Securities and Exchange Commission are incorporated herein by reference:

      (1)   Our annual report on Form 10-K for the fiscal year ended June 30,
            2003.

      (2)   Our quarterly report on Form 10-Q for the quarter ended September
            30, 2003.

      (3)   Our quarterly report on Form 10-Q for the quarter ended December 31,
            2003.

      (4)   Our quarterly report on Form 10-Q for the quarter ended March 31,
            2004.

      (5)   Our current report on Form 8-K dated July 9, 2003.

      (6)   Our current report on Form 8-K dated July 25, 2003.

      (7)   Our current report on Form 8-K dated December 9, 2003.

      (8)   Our current report on Form 8-K dated December 10, 2003.

      (9)   Our current report on Form 8-K dated February 3, 2004.

      (10)  Our current report on Form 8-K dated February 23, 2004.

      (11)  Our current report on Form 8-K dated April 1, 2004.

      (12)  Our current report on Form 8-K dated April 15, 2004.

      (13)  Our current report on Form 8-K dated April 30, 2004.

      (14)  Our current report on Form 8-K dated May 3, 2004.

      (15)  Our current report on Form 8-K dated May 17, 2004.

      (16)  Our current report on Form 8-K dated July 1, 2004.

      (17)  The description of our Common Stock, par value $.0001 per share,
            contained in the Prospectus forming a part of our Registration
            Statement on Form S-1 (Registration No. 33-50426) filed with the
            Securities and Exchange Commission on December 14, 1992.

      (18)  The description of our Series A Convertible Preferred Stock, par
            value $.0001 per share, contained in our Registration Statement on
            Form 8-A dated July 10, 2000.

      We are also incorporating by reference in this registration statement all
reports and other documents that we file pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all

<PAGE>

securities remaining unsold. These reports and documents will be incorporated by
reference in and considered to be a part of this registration statement as of
the date of filing of such reports and documents.

      Any statement contained in this registration statement or in a document
which is incorporated by reference herein will be modified or superseded for
purposes of this registration statement to the extent that a statement in any
document that we file after the date of this registration statement that also is
incorporated by reference herein modifies or supersedes such prior statement.
Any such statement so modified or superseded will not, except as so modified or
superseded, constitute a part of this registration statement.

ITEM 4. Description of Securities.

      Not applicable.

ITEM 5. Interests of Named Experts and Counsel.

      Not applicable.

ITEM 6. Indemnification of Officers and Directors.

      Article Seventh of DynTek, Inc.'s Certificate of Incorporation
specifically provides that no director of DynTek shall be personally liable to
DynTek or any or its shareholders for damages for any breach of duty in such
capacity except if a judgment or other final adjudication adverse to him
establishes that his acts or omissions were in bad faith or involved intentional
misconduct or a knowing violation of the law, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled,
or that his acts violated specific provisions of the Delaware General
Corporation Law. Article Ninth of DynTek's Certificate of Incorporation provides
that DynTek enjoys all of the general or specific powers or rights conferred
under the Delaware General Corporation Law to furnish indemnification to its
directors and officers, and that such directors and officers enjoy all rights of
indemnification as are conferred upon persons serving in such capacity under the
Delaware General Corporation Law.

ITEM 7. Exemption from Registration Claimed.

      Not applicable.

ITEM 8. Exhibits

      See Exhibit Index.

ITEM 9. Undertakings.

      (a) The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof)


                                      II-2
<PAGE>

            which, individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the registration statement is on Form S-3, Form S-8 or Form F-3, and
      the information required to be included in a post-effective amendment by
      those paragraphs is contained in periodic reports filed by the registrant
      pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
      1934 that are incorporated by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered that remain unsold at the
      termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Irvine, State of California on this 30th day of July,
2004.

                                               DYNTEK, INC.

                                               By: /s/ Steven J. Ross
                                                   -----------------------------
                                                   Steven J. Ross, President and
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Steven J. Ross and Robert Webber, and each
or any of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933 and any and all amendments
(including post-effective amendments) to this registration statement and to any
registration statement filed pursuant to Rule 462(b), and to file same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

            Name                            Title                      Date
            ----                            -----                      ----

/s/ Steven J. Ross           President, Chief Executive Officer    July 30, 2004
---------------------------             and Director
    Steven J. Ross

/s/ Robert Webber              Chief Financial Officer, Chief      July 30, 2004
---------------------------   Accounting Officer and Secretary
    Robert Webber

/s/ Brian D. Bookmeier                    Director                 July 30, 2004
---------------------------
    Brian D. Bookmeier


                                      II-4
<PAGE>

            Name                            Title                      Date
            ----                            -----                      ----

/s/ Dr. Michael Grieves                   Director                 July 30, 2004
---------------------------
    Dr. Michael Grieves

/s/ Marshall Toplansky                    Director                 July 30, 2004
---------------------------
    Marshall Toplansky


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.           Description                           Location
-----------           -----------                           --------

    4.1      2001 Stock Incentive Plan          Incorporated by reference, filed
                                                as Annex D to DynTek, Inc.'s
                                                definitive Proxy Statement for
                                                Special Meeting of Stockholders,
                                                filed November 6, 2001

    4.2      Amendment No. 1 to 2001            Filed herewith.
             Stock Incentive Plan

    5.1      Opinion of Nixon Peabody LLP       Filed herewith.

   23.1      Consent of Nixon Peabody LLP       Contained in opinion filed as
                                                Exhibit 5.1 to this Registration
                                                Statement.

   23.2      Consent of Marcum & Kliegman LLP   Filed herewith.

   23.3      Consent of Grassi & Co., P.C.      Filed herewith.

    24       Power of Attorney                  Included on the signature page
                                                of this registration statement.


                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "e18660s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18145}]
{"company-data": {"conformed-name": "DYNTEK INC", "cik": "0000879465", "assigned-sic": "7389", "irs-number": "954228470", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117808", "film-number": "04942607"}, "business-address": {"street1": "18881 VON KARMAN AVENUE", "street2": "SUITE 250", "city": "IRVINE", "state": "CA", "zip": "92612", "phone": "949-955-0078"}, "mail-address": {"street1": "18881 VON KARMAN AVE", "street2": "SUITE 250", "city": "IRVINE", "state": "CA", "zip": "92612"}, "former-company": [{"former-conformed-name": "TEKINSIGHT COM INC", "date-changed": "20000103"}, {"former-conformed-name": "TADEO HOLDINGS INC", "date-changed": "19980212"}, {"former-conformed-name": "UNIVERSAL SELF CARE INC", "date-changed": "19950808"}]}
As filed with the Securities and Exchange Commission on July 30, 2004
                                                          Registration No. 333 -
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                  DynTek, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                            95-4228470
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                            Identification No.)
18881 Von Karman Avenue, Suite 250
        Irvine, California                                         92612
                                                                (Zip Code)

                            2001 Stock Incentive Plan
                            (Full Title of the Plans)

                                Peter W. Rothberg
                                Nixon Peabody LLP
                  437 Madison Avenue, New York, New York 10022
                     (Name and Address of Agent For Service)

          Telephone No.: (212) 940-3000 / Facsimile No.: (212) 940-3111
          (Telephone Number, Including Area Code, of Agent For Service)

                                   ----------
---------------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum      Proposed Maximum
       Title Of Securities           Amount To Be        Offering Price      Aggregate Offering       Amount Of
        To Be Registered            Registered (1)       Per Share (2)           Price (2)         Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par value         4,000,000            $  .66              $2,640,000             $335.00
---------------------------------------------------------------------------------------------------------------------
(1) Represents (i) 4,000,000 shares issuable upon the exercise of options
granted or to be granted under the 2001 Stock Incentive Plan, as amended, and
(ii) pursuant to Rule 416(a) of the Securities Act of 1933, such indeterminate
number of shares as may be issued by reason of any stock split, stock dividend,
recapitalization or similar transaction effected without the receipt of
consideration which results in an increase in the number of outstanding shares
of DynTek common stock.

      (2) Estimated in accordance with Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee. The computation
is based upon the average of the high and low prices of our common stock as
reported on the Nasdaq Stock Market's Small Cap Market on July 29, 2004.
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

      At our Special Meeting of Shareholders held on November 20, 2001, our
shareholders approved the adoption of our 2001 Stock Incentive Plan (the "Plan")
to increase the number of shares of our Common Stock, par value $.0001 per share
(the "Common Stock"), available for issuance to officers, directors, key
employees and consultants in order to attract and retain their services to us
and to provide them with an incentive to maintain and enhance our long-term
performance. On July 15, 2004, our shareholders approved an increase in the
number of shares of Common Stock available for grant under the Plan from
2,000,000 shares of Common Stock to 4,000,000 shares of Common Stock. This
registration statement on Form S-8 relates to the registration of additional
securities of the same class as other securities of which our registration
statement on Form S-1 filed on October 13, 1992 (No. 33-54026) is effective
consisting of 4,000,000 additional shares of our Common Stock issuable pursuant
to the Plan.

      Additional information required to be contained in this Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 of the Securities and Exchange Commission, issued under the Securities Act
of 1933, and the Note to Part I of Form S-8.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

      The following documents that have been filed by DynTek, Inc. with the
Securities and Exchange Commission are incorporated herein by reference:

      (1)   Our annual report on Form 10-K for the fiscal year ended June 30,
            2003.

      (2)   Our quarterly report on Form 10-Q for the quarter ended September
            30, 2003.

      (3)   Our quarterly report on Form 10-Q for the quarter ended December 31,
            2003.

      (4)   Our quarterly report on Form 10-Q for the quarter ended March 31,
            2004.

      (5)   Our current report on Form 8-K dated July 9, 2003.

      (6)   Our current report on Form 8-K dated July 25, 2003.

      (7)   Our current report on Form 8-K dated December 9, 2003.

      (8)   Our current report on Form 8-K dated December 10, 2003.

      (9)   Our current report on Form 8-K dated February 3, 2004.

      (10)  Our current report on Form 8-K dated February 23, 2004.

      (11)  Our current report on Form 8-K dated April 1, 2004.

      (12)  Our current report on Form 8-K dated April 15, 2004.

      (13)  Our current report on Form 8-K dated April 30, 2004.

      (14)  Our current report on Form 8-K dated May 3, 2004.

      (15)  Our current report on Form 8-K dated May 17, 2004.

      (16)  Our current report on Form 8-K dated July 1, 2004.

      (17)  The description of our Common Stock, par value $.0001 per share,
            contained in the Prospectus forming a part of our Registration
            Statement on Form S-1 (Registration No. 33-50426) filed with the
            Securities and Exchange Commission on December 14, 1992.

      (18)  The description of our Series A Convertible Preferred Stock, par
            value $.0001 per share, contained in our Registration Statement on
            Form 8-A dated July 10, 2000.

      We are also incorporating by reference in this registration statement all
reports and other documents that we file pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all
securities remaining unsold. These reports and documents will be incorporated by
reference in and considered to be a part of this registration statement as of
the date of filing of such reports and documents.

      Any statement contained in this registration statement or in a document
which is incorporated by reference herein will be modified or superseded for
purposes of this registration statement to the extent that a statement in any
document that we file after the date of this registration statement that also is
incorporated by reference herein modifies or supersedes such prior statement.
Any such statement so modified or superseded will not, except as so modified or
superseded, constitute a part of this registration statement.

ITEM 4. Description of Securities.

      Not applicable.

ITEM 5. Interests of Named Experts and Counsel.

      Not applicable.

ITEM 6. Indemnification of Officers and Directors.

      Article Seventh of DynTek, Inc.'s Certificate of Incorporation
specifically provides that no director of DynTek shall be personally liable to
DynTek or any or its shareholders for damages for any breach of duty in such
capacity except if a judgment or other final adjudication adverse to him
establishes that his acts or omissions were in bad faith or involved intentional
misconduct or a knowing violation of the law, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled,
or that his acts violated specific provisions of the Delaware General
Corporation Law. Article Ninth of DynTek's Certificate of Incorporation provides
that DynTek enjoys all of the general or specific powers or rights conferred
under the Delaware General Corporation Law to furnish indemnification to its
directors and officers, and that such directors and officers enjoy all rights of
indemnification as are conferred upon persons serving in such capacity under the
Delaware General Corporation Law.

ITEM 7. Exemption from Registration Claimed.

      Not applicable.

ITEM 8. Exhibits

      See Exhibit Index.

ITEM 9. Undertakings.

      (a) The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof)

                                      II-2
which, individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the registration statement is on Form S-3, Form S-8 or Form F-3, and
      the information required to be included in a post-effective amendment by
      those paragraphs is contained in periodic reports filed by the registrant
      pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
      1934 that are incorporated by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered that remain unsold at the
      termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Irvine, State of California on this 30th day of July,
2004.

                                               DYNTEK, INC.

                                               By: /s/ Steven J. Ross
                                                   -----------------------------
                                                   Steven J. Ross, President and
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Steven J. Ross and Robert Webber, and each
or any of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933 and any and all amendments
(including post-effective amendments) to this registration statement and to any
registration statement filed pursuant to Rule 462(b), and to file same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

            Name                            Title                      Date
            ----                            -----                      ----

/s/ Steven J. Ross           President, Chief Executive Officer    July 30, 2004
---------------------------             and Director
    Steven J. Ross

/s/ Robert Webber              Chief Financial Officer, Chief      July 30, 2004
---------------------------   Accounting Officer and Secretary
    Robert Webber

/s/ Brian D. Bookmeier                    Director                 July 30, 2004
---------------------------
    Brian D. Bookmeier

                                      II-4
Name                            Title                      Date
            ----                            -----                      ----

/s/ Dr. Michael Grieves                   Director                 July 30, 2004
---------------------------
    Dr. Michael Grieves

/s/ Marshall Toplansky                    Director                 July 30, 2004
---------------------------
    Marshall Toplansky

                                      II-5
EXHIBIT INDEX

Exhibit No.           Description                           Location
-----------           -----------                           --------

    4.1      2001 Stock Incentive Plan          Incorporated by reference, filed
                                                as Annex D to DynTek, Inc.'s
                                                definitive Proxy Statement for
                                                Special Meeting of Stockholders,
                                                filed November 6, 2001

    4.2      Amendment No. 1 to 2001            Filed herewith.
             Stock Incentive Plan

    5.1      Opinion of Nixon Peabody LLP       Filed herewith.

   23.1      Consent of Nixon Peabody LLP       Contained in opinion filed as
                                                Exhibit 5.1 to this Registration
                                                Statement.

   23.2      Consent of Marcum & Kliegman LLP   Filed herewith.

   23.3      Consent of Grassi & Co., P.C.      Filed herewith.

    24       Power of Attorney                  Included on the signature page
                                                of this registration statement.

                                      II-6