Exhibit 23.2

                          INDEPENDENT AUDITORS' CONSENT

To the Board of Directors and Stockholders
Of DynTek, Inc.
Irvine, California

We hereby consent to incorporation by reference in this Registration Statement
on Form S-3 filed by DynTek, Inc. and Subsidiaries (the "Company") of our report
dated October 11, 2002 on our audit of the consolidated financial statements of
the Company as of June 30, 2002, and for the year then ended, appearing in the
Company's Annual Report on Form 10-K for the year ended June 30, 2002.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

/s/ Grassi & Co. P.C.
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GRASSI & CO. PC.
Lake Success, New York
June 18, 2004