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Application Hosting Agreement - INSYNQ INC - 9-13-2000

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Application Hosting Agreement - INSYNQ INC - 9-13-2000 Powered By Docstoc
					EXHIBIT 10.33 APPLICATION HOSTING AGREEMENT BY AND BETWEEN INSYNQ, INC. AND REMEDY CORPORATION This Application Hosting Agreement ("Agreement") is made and entered into this 12th day of May 2000 ("Effective Date") by and between Remedy Corporation Inc. a Delaware corporation with its principal offices located at 1505 Salado Drive, Mountain View, CA 94043 ("Remedy Corporation") and InsynQ, Inc., a Washington Corporation with its principal offices located at 1101 Broadway, Tacoma WA 98402 ("InsynQ"). Remedy Corporation and InsynQ are sometimes referred to herein jointly as the "Parties" and individually as a "Party" Remedy Corporation is also referred to herein as a "Customer". 1. Scope of Services 1.1 InsynQ will provide Remedy Corporation remote access to the computer --- hardware servers controlled and owned by InsynQ (the "InsynQ Servers") on which fully operational and stable versions of the following software (collectively the "Software") is installed: (a) Web Based Training 1.2 InsynQ will provide Remedy Corporation additional services as requested by Remedy Corporation on terms and conditions mutually agreed upon by the Parties, 1.3 InsynQ will provide Remedy Corporation with certain hardware and software support services, for the Software ("Support Services") as set forth in Section 2 hereunder. 2. Access to InsynQ Servers. 2.1 InsynQ will provide Remedy Corporation with the ability to remotely access and use the Software that is hosted on InsynQ Servers ("InsynQ Service") as of the date that installation is completed (the "Completion Date"). As of the Completion Date, the InsynQ Service will be available to Remedy Corporation for 99.5% of all Scheduled Available Time as it relates solely to InsynQ's network and host internet access. InsynQ does not guarantee accessibility as it relates to hardware and connectivity located at the customer's site and outside of InsynQ's direct control. 2.2 "Scheduled Available Time" shall be defined as twenty-four hours-a- day, seven days-a-week, excluding (1) scheduled maintenance downtime of two (2) hours per week, which shall only be scheduled on Saturday and Sunday; (2) maintenance downtime for specific critical Software issues InsynQ shall contact Remedy Corporation at least 24 hours in advance of the need for such downtime, to schedule a mutually agreeable time to perform such maintenance; and (3) any downtime due to Software defects, or caused by other forces beyond the immediate control of InsynQ. 2.3 InsynQ will track the Scheduled Available Time for each calendar month and in the event that InsynQ Service is not available for two or more hours of the 99.5% Scheduled Available Time during the Term of this Agreement and any applicable Renewal Period, then InsynQ will issue a credit to Remedy Corporation in an amount equal to 50% of one day of InsynQ's subscription service fee for each increment of two hours of such unavailable time in that month. 2.4 InsynQ will provide Remedy Corporation with its regular maintenance downtime schedule seven days in advance. 2.5 Taxes Remedy Corporation shall be responsible for all sales taxes, use taxes and any other similar taxes and charges of any kind imposed by any federal, state or local governmental entity on the transactions contemplated by this Agreement, excluding only U.S. taxes based solely upon InsynQ's income. When InsynQ has the legal obligation to pay or collect such taxes the

appropriate amount shall be invoiced to and paid by Remedy Corporation unless Remedy Corporation provides InsynQ with a valid tax exemption certificate authorized by the appropriate taxing authority. 3. Support Services 3.1 Services. InsynQ will maintain a hosting facility where the InsynQ Servers and the Software are located. InsynQ will use commercially reasonable efforts to provide performance analysis and tuning services, hardware preventative maintenance, and regular back-up services. With respect to the Software, InsynQ will be responsible for installing and configuring the Software on the InsynQ Servers. InsynQ will answer technical questions by Customer concerning application functionality of the Software within the scope of this Schedule. 3.2 Updates. "Update" shall mean a release or version of the Software containing new features, functional enhancements, extensions, error corrections or fixes, which are indicated by a change in the numeric identifier for the Software in the digit either to the right or left of the decimal. InsynQ will install into production Updates once they have been certified by InsynQ as being production-worthy. InsynQ and Customer will collaborate concerning the impact of Updates on Customer's business processes. InsynQ will make a range of implementation dates for Updates available to Customer, and Customer agrees to implement within the InsynQspecified timeframe. 3.3 Application Support (a) During the term of this Agreement, InsynQ will provide support personnel that will be available during InsynQ Business Days, and via the Communication Methods defined below (b) InsynQ Business Days Except for designated holidays and severity "Urgent" and "High" events as described below, standard support hours are Monday through Friday (excluding Holidays), 7:00 a.m. to 6:00 p.m. Pacific time (c) Communication Methods. Customer can communicate with InsynQ's Service team in any or all of the following ways. InsynQ will inform Customer in writing of any changes to this information.
--------------------------------------------------------------Phone: 1-877-873-7261 Email: support@insynq.com --------------------------------------------------------------US Mail 1101 Broadway Plaza Fax: 253-404-3842 or Tacoma, WA 98402 FedEx: ---------------------------------------------------------------

(d) Application Issues InsynQ will provide support concerning implementation and use of the hosted Software. InsynQ will respond to reported application issues according to the following protocols
--------------------------------------------------------------------------------------------------------Severity Definition Response Time Reso Level --------------------------------------------------------------------------------------------------------Urgent Inability to access any Software that InsynQ will respond to Urgent priority Withi affects more than one Remedy Corporation calls within thirty (30) minutes during hours user or during implementation, a standard support hours, or within one (1) from request for a change to the Software's hour outside of standard support hours Corpo technical environment necessary to Remedy (after receiving page) of being contacted clien Corporation's configuration of the by a Remedy Corporation client care repre Software representative with a phone call from an agent or engineer qualified to resolve the stated issue. --------------------------------------------------------------------------------------------------------High Inability of any single Remedy Corporation InsynQ will respond to High priority calls Withi user to access any Software not due to within one (1) hour of being contacted by (12) user's equipment. User may be referred to a Remedy Corporation client care conta vendor of Software, if applicable. representative with a phone call from an Remed Resolution time will then be based on agent or engineer qualified to resolve Corpo Software vendor's response time. the stated issue. clien repre

appropriate amount shall be invoiced to and paid by Remedy Corporation unless Remedy Corporation provides InsynQ with a valid tax exemption certificate authorized by the appropriate taxing authority. 3. Support Services 3.1 Services. InsynQ will maintain a hosting facility where the InsynQ Servers and the Software are located. InsynQ will use commercially reasonable efforts to provide performance analysis and tuning services, hardware preventative maintenance, and regular back-up services. With respect to the Software, InsynQ will be responsible for installing and configuring the Software on the InsynQ Servers. InsynQ will answer technical questions by Customer concerning application functionality of the Software within the scope of this Schedule. 3.2 Updates. "Update" shall mean a release or version of the Software containing new features, functional enhancements, extensions, error corrections or fixes, which are indicated by a change in the numeric identifier for the Software in the digit either to the right or left of the decimal. InsynQ will install into production Updates once they have been certified by InsynQ as being production-worthy. InsynQ and Customer will collaborate concerning the impact of Updates on Customer's business processes. InsynQ will make a range of implementation dates for Updates available to Customer, and Customer agrees to implement within the InsynQspecified timeframe. 3.3 Application Support (a) During the term of this Agreement, InsynQ will provide support personnel that will be available during InsynQ Business Days, and via the Communication Methods defined below (b) InsynQ Business Days Except for designated holidays and severity "Urgent" and "High" events as described below, standard support hours are Monday through Friday (excluding Holidays), 7:00 a.m. to 6:00 p.m. Pacific time (c) Communication Methods. Customer can communicate with InsynQ's Service team in any or all of the following ways. InsynQ will inform Customer in writing of any changes to this information.
--------------------------------------------------------------Phone: 1-877-873-7261 Email: support@insynq.com --------------------------------------------------------------US Mail 1101 Broadway Plaza Fax: 253-404-3842 or Tacoma, WA 98402 FedEx: ---------------------------------------------------------------

(d) Application Issues InsynQ will provide support concerning implementation and use of the hosted Software. InsynQ will respond to reported application issues according to the following protocols
--------------------------------------------------------------------------------------------------------Severity Definition Response Time Reso Level --------------------------------------------------------------------------------------------------------Urgent Inability to access any Software that InsynQ will respond to Urgent priority Withi affects more than one Remedy Corporation calls within thirty (30) minutes during hours user or during implementation, a standard support hours, or within one (1) from request for a change to the Software's hour outside of standard support hours Corpo technical environment necessary to Remedy (after receiving page) of being contacted clien Corporation's configuration of the by a Remedy Corporation client care repre Software representative with a phone call from an agent or engineer qualified to resolve the stated issue. --------------------------------------------------------------------------------------------------------High Inability of any single Remedy Corporation InsynQ will respond to High priority calls Withi user to access any Software not due to within one (1) hour of being contacted by (12) user's equipment. User may be referred to a Remedy Corporation client care conta vendor of Software, if applicable. representative with a phone call from an Remed Resolution time will then be based on agent or engineer qualified to resolve Corpo Software vendor's response time. the stated issue. clien repre ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------Severity Definition Response Time Reso Level --------------------------------------------------------------------------------------------------------Urgent Inability to access any Software that InsynQ will respond to Urgent priority Withi affects more than one Remedy Corporation calls within thirty (30) minutes during hours user or during implementation, a standard support hours, or within one (1) from request for a change to the Software's hour outside of standard support hours Corpo technical environment necessary to Remedy (after receiving page) of being contacted clien Corporation's configuration of the by a Remedy Corporation client care repre Software representative with a phone call from an agent or engineer qualified to resolve the stated issue. --------------------------------------------------------------------------------------------------------High Inability of any single Remedy Corporation InsynQ will respond to High priority calls Withi user to access any Software not due to within one (1) hour of being contacted by (12) user's equipment. User may be referred to a Remedy Corporation client care conta vendor of Software, if applicable. representative with a phone call from an Remed Resolution time will then be based on agent or engineer qualified to resolve Corpo Software vendor's response time. the stated issue. clien repre --------------------------------------------------------------------------------------------------------Medium The Software response time or accessibility InsynQ will respond to Medium priority Withi is sub-optimal resulting in slow response calls within two (2) hours of being four times or restricted accessibility, if not contacted by a Remedy Corporation client of co due to user's equipment care representative with a phone call a Rem from an agent or engineer qualified to Corpo resolve the stated issue clien repre --------------------------------------------------------------------------------------------------------Low A request from a Remedy Corporation client InsynQ will respond to Low priority calls Withi care representative for an enhancement or within four (4) hours of being contacted eight a change to the Software's technical by a Remedy Corporation client care of co environment representative with a phone call from an Remed agent or engineer qualified to resolve clien the stated issue. repre ---------------------------------------------------------------------------------------------------------

4. Software Access. 4.1 Ownership This license is not a sale and does not convey any rights of ownership in or to the Software. InsynQ is not granting Remedy Corporation any rights whatsoever in the Software source code. All right, title, and interest in the Software and any updates, upgrades or modifications thereof, or in any ideas, know-how, and programs developed by InsynQ or its licensors during the course of this Agreement will remain the property of InsynQ or its licensors. All right, title, and interest in Remedy Corporation's data will remain the property of Remedy Corporation. Notwithstanding anything in this Agreement to the contrary, Remedy Corporation shall own all right, title and interest in any derivative work of the Software developed by Remedy.

Corporation or its licensors and such derivative work will remain the property of Remedy Corporation 4.2 Access. Subject to the terms and conditions of this Agreement, and for the term of this Agreement, InsynQ grants Remedy Corporation non- exclusive, non-transferable rights to use and access the Software for Remedy Corporation's business purposes. 5. Security InsynQ will provide the following Security (a) Application Security - InsynQ will take all reasonable measures to ensure that only Remedy Corporation authorized users and authorized Remedy Corporation agents will be provided access to the Software. (b) Physical Security - InsynQ will act diligently to ensure that only Remedy Corporation authorized users and Remedy Corporation authorized agents are provided access to the Software; (c) InsynQ recognizes that its ability to maintain the foregoing security levels is a material inducement for Remedy Corporation to enter into this Agreement and any failure on the part of InsynQ to maintain said security will be a material breach of this Agreement upon which Remedy Corporation may terminate this Agreement without prior notice to InsynQ

Corporation or its licensors and such derivative work will remain the property of Remedy Corporation 4.2 Access. Subject to the terms and conditions of this Agreement, and for the term of this Agreement, InsynQ grants Remedy Corporation non- exclusive, non-transferable rights to use and access the Software for Remedy Corporation's business purposes. 5. Security InsynQ will provide the following Security (a) Application Security - InsynQ will take all reasonable measures to ensure that only Remedy Corporation authorized users and authorized Remedy Corporation agents will be provided access to the Software. (b) Physical Security - InsynQ will act diligently to ensure that only Remedy Corporation authorized users and Remedy Corporation authorized agents are provided access to the Software; (c) InsynQ recognizes that its ability to maintain the foregoing security levels is a material inducement for Remedy Corporation to enter into this Agreement and any failure on the part of InsynQ to maintain said security will be a material breach of this Agreement upon which Remedy Corporation may terminate this Agreement without prior notice to InsynQ 6. Confidentiality Each Party (a "Receiving Party") acknowledges that it and its employees or agents may, in the course of performing the services or satisfying its obligations hereunder, be exposed to or acquire information which is proprietary to or confidential to the other Party (a "Disclosing Party") or its affiliated companies or their clients. Any and all information of any form obtained by a Receiving Party or its employees or agents in the performance of the services or the satisfaction of such Party's obligations hereunder shall be deemed to be the confidential and proprietary information of the Disclosing Party. The Receiving Party agrees to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than pursuant to the terms and conditions set forth in this Agreement and to advise each of its employees and agents of their obligations to keep such information confidential. All such confidential and proprietary information described herein, in whatever form, is hereinafter collectively referred to as "Confidential Information", provided that Confidential Information shall exclude all information, which (a) is at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission of the other party, its employees or agents, or (b) was in the other party's possession as shown by written records prior to the disclosure and had not been obtained by such party either directly or indirectly from the disclosing party; (c) is hereafter disclosed to the other party by a third party who did not acquire the information directly or indirectly from the disclosing party hereunder; (d) was independently developed by the other party without use of the Confidential Information, as evidenced by written records, or (e) was required by law to be disclosed, but only to the extent and for the purposes of such required disclosure. The Receiving Party shall promptly advise to the Disclosing Party immediately in the event the Receiving Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and the Receiving Party will at its expense cooperate with the Disclosing Party in seeking injunctive or other equitable relief against any such person.

7. Term This Agreement shall be effective on the Effective Date and shall continue in full force and effect for a period of three (3) years from the Effective Date. This Agreement shall automatically renew for successive one (1) year terms after the initial three (3) year term. After year one (1), but not prior to end of year one (1), either Party may terminate this Agreement by giving sixty (60) calendar days written notice to the other Party 8. Infringement InsynQ agrees to defend, indemnify and hold harmless Licensee from any loss, liability and expense (including reasonable attorneys' fees) incurred by Licensee as a result of any claim, demand or action against Licensee based on, related to or arising out of any claim that the Intellectual Property provided hereunder infringes any U.S. Patent, copyright, trade secret, or similar proprietary right of a third party. If such claim has occurred, or in

7. Term This Agreement shall be effective on the Effective Date and shall continue in full force and effect for a period of three (3) years from the Effective Date. This Agreement shall automatically renew for successive one (1) year terms after the initial three (3) year term. After year one (1), but not prior to end of year one (1), either Party may terminate this Agreement by giving sixty (60) calendar days written notice to the other Party 8. Infringement InsynQ agrees to defend, indemnify and hold harmless Licensee from any loss, liability and expense (including reasonable attorneys' fees) incurred by Licensee as a result of any claim, demand or action against Licensee based on, related to or arising out of any claim that the Intellectual Property provided hereunder infringes any U.S. Patent, copyright, trade secret, or similar proprietary right of a third party. If such claim has occurred, or in InsynQ's judgment is likely to occur, Licensee agrees to allow InsynQ, at InsynQ's option and expense, (a) to procure the right for Licensee to continue copying and using the Intellectual Property in accordance with this Agreement, or (b) to replace or modify the Intellectual Property in a functionally equivalent manner so that it becomes noninfringing. In the event that the above remedies are not reasonably available, InsynQ shall refund to Licensee an amount equal to the depreciated license fee paid by Licensee (calculated on a straight line basis over a five-year life), and Licensee shall have the option to terminate this Agreement upon thirty (30) days notice to InsynQ. 9. Survival Notwithstanding anything herein to the contrary, the provisions of Section 6 of this Agreement shall survive any termination of this Agreement and shall continue to bind Remedy Corporation and InsynQ for a period of three (3) years from the Effective Date 10. Assignment This Agreement shall be binding upon the Parties' respective successors and permitted assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent, shall not be unreasonably delayed or withheld, and any such attempted assignment shall be void. Notwithstanding anything herein to the contrary, either Party may assign this Agreement, or any of it rights or obligations hereunder, upon written notice to the other Party, to a current or future parent company, a subsidiary or any of its affiliated companies, without the consent of such other Party and either Party may assign this Agreement to any entity which shall assume all or substantially all of the business of such Party to which the subject matter of this Agreement pertains or by assignment by operation of law or merger without the prior consent of the other party. Any sale of the majority of the capital stock, merger, consolidation or reorganization of a Party shall be deemed an assignment for purposes of this Agreement. Notwithstanding anything in this Section 9 to the contrary, if either party determines to sell its capital stock on a national stock exchange or overthe-counter market, then the transfer of such publicly traded stock, shall not constitute an assignment for the purposes of this Agreement. 11. Complete Agreement This Agreement and each Schedule and Exhibit attached hereto and incorporated herein shall constitute the entire understanding of the Parties, which understanding supersedes and merges all prior proposals, understandings and all other Agreements, oral and written, between the Parties relating to the subject matter hereof and may not be modified except in a writing executed by both Parties. 12. Waiver

No waiver of any violation or nonperformance of this Agreement in one instance will be deemed to be a waiver of any violation or nonperformance in any other instance. All waivers must be in writing signed by the waiving party.

No waiver of any violation or nonperformance of this Agreement in one instance will be deemed to be a waiver of any violation or nonperformance in any other instance. All waivers must be in writing signed by the waiving party. 13. Construction Nothing contained in this Agreement will be deemed to be made for the benefit of any third party. All headings and titles are for the convenience of the parties only. 14. Force Majeure Neither Party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control. Performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay. 15. Severability In the event that any one or more of the provisions of this Agreement is invalid or otherwise unenforceable, the enforceability of the remaining provisions thereof shall be unimpaired. 16. Disclosures and Announcements Both the timing and the content of all disclosure to third parties and public announcements concerning the transactions provided for in this Agreement by either party shall be subject to the approval of the other in all essential respects, except that neither Party's approval shall be required as to any statements and other information which the other Party may be required to make pursuant to any rule or regulation of the Securities and Exchange Commission, the New York Stock Exchange, Inc. or the Nasdaq Stock Market, Inc., or otherwise required by law. 17. Descriptive Headings All paragraph headings, titles and subtitles contained herein are inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. 18. Counterparts This Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute one and the same Agreement. 19. Interpretation The Parties have jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumptions or burdens of proof shall arise favoring any Party by virtue of the authorship of any of the provisions of this Agreement. 20. Governing Law; Jurisdiction The parties make this Agreement under, and for construction in accordance with and for governing by, the laws of the State of California. Either party may bring suit to enforce any provision of this Agreement or to obtain any remedy with respect hereto. For this purpose both parties hereby expressly and irrevocably consent to the jurisdiction of said courts. 21. Binding Effect

This Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their successors and

This Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their successors and assigns. 22. Amendments No change or amendment to this Agreement shall be valid unless in writing and signed by all the Parties. It is understood that this Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. 23. Limitation of Liability EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7 EACH PARTY'S TOTAL LIABILITY TO THE OTHER FOR BREACH OF CONTRACT AND FOR ALL OTHER CLAIMS (INCLUDING, WITHOUT LIMITATION, TORT CLAIMS) ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED FIFTY-THOUSAND DOLLARS ($50,000.00) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, SPECIAL OR EXEMPLARY DAMAGES OR EXPENSES (INCLUDING LOST PROFITS AND SAVINGS) PURSUANT TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS.
Remedy Corporation Inc. By: [ILLEGIBLE] --------------------------------Title: Sr. Mgr. Worldwide Purchasing ----------------------------Date: 5/12/00 ------------------------------InsynQ, Inc. By: -------------------------------Title: ----------------------------Date: ------------------------------

Exhibit A Schedule of Fees InsynQ shall provide the following applications in a hosted environment for the subscription fees outlined below. Web Based Training Hosting Services Payment will be based on a base minimum of $500.00 per month. There is no minimum or maximum number of students set. The base minimum of $500.00 per month is the charge for students up to and including the first twenty (20) seats. The cost per seat is then reduced based on the following scale, which reflects an increasing number of users or seats. A seat is defined as one (1) student's thirty (30) day duration per course.
Up to & including 20 Seats 21-250 Seats 251-500 Seats 501-1000 Seats 1001-1500 Seats 1501 Seats and up $500.00 per month base $25.00 per seat $20.00 per seat $17.50 per seat $15.00 per seat Negotiable

Exhibit A Schedule of Fees InsynQ shall provide the following applications in a hosted environment for the subscription fees outlined below. Web Based Training Hosting Services Payment will be based on a base minimum of $500.00 per month. There is no minimum or maximum number of students set. The base minimum of $500.00 per month is the charge for students up to and including the first twenty (20) seats. The cost per seat is then reduced based on the following scale, which reflects an increasing number of users or seats. A seat is defined as one (1) student's thirty (30) day duration per course.
Up to & including 20 Seats 21-250 Seats 251-500 Seats 501-1000 Seats 1001-1500 Seats 1501 Seats and up $500.00 per month base $25.00 per seat $20.00 per seat $17.50 per seat $15.00 per seat Negotiable

An installation charge of $500.00 shall be charged for each new course installed and implemented. Bulletin Board pricing: $350.00 shall be charged for each individual Bulletin Board that needs to be implemented, administered and maintained. Any Bulletin Board usage fees beyond this administration charge are negotiable based on the scope of the project and space required. InsynQ shall invoice Remedy Corporation monthly for services rendered in the previous month. Remedy Corporation agrees to provide InsynQ payment for six months of subscription service fees in advance upon execution of this Agreement and agrees that they will receive monthly invoices beginning in the seventh month of service and monthly thereafter based upon the actual number subscribers utilizing the service each month Remedy Corporation agrees to pay InsynQ for the actual number of subscribers utilizing InsynQ's service each month and will receive a supplemental invoice in the first six months when the number of user's exceeds the initial agreed upon number of subscribers. All invoices are due and payable in full within 30 days of date of invoice. Hosting and access fees will begin to accrue on 5/12/2000 ("Effective Date"), which is the date the network was made available for Remedy Corporation's use. Fees will not accrue if Remedy Corporation is unable to access the InsynQ servers solely because of non-performance by InsynQ. Any invoice not paid within thirty (30) days of the due date will be deemed late, and will accrue late charges as of the date due. Late charges shall be at a rate of 1% per month, or the maximum rate allowed under law, whichever is lower, from the date such payment was due until the date paid.
Remedy Corporation By: [ILLEGIBLE] --------------------------------Title: Sr. Mgr. Worldwide Purchasing -----------------------------Date: 5/12/00 ------------------------------InsynQ, Inc. By: --------------------------------Title: -----------------------------Date: -------------------------------

APPLICATION SERVICE PROVIDER AGREEMENT This non-exclusive Application Service Provider Agreement (the "Agreement") is effective as of December 20, 1999 ("Effective Date") by and between the Remedy Corporation ("Remedy"), with its principal place of business

APPLICATION SERVICE PROVIDER AGREEMENT This non-exclusive Application Service Provider Agreement (the "Agreement") is effective as of December 20, 1999 ("Effective Date") by and between the Remedy Corporation ("Remedy"), with its principal place of business at 1505 Salado Drive, Mountain View, CA 94043 and InSynq, Inc. ("ASP"), with its principal place of business at 705 S. 9th Street, Suite 305, Tacoma, WA 98405. The following are included herein by reference as integral parts of this Agreement: . Exhibit A End User License - Minimum Terms and Conditions & Export Restrictions . Exhibit B Pricing, Discounts and Revenue Goals . Exhibit C RAC Training . Exhibit D Customer Support Services Agreement RECITALS WHEREAS, Remedy develops, markets and licenses proprietary adaptable enterprise software applications and complete solutions for Customer Relationship Management and Employee Productivity (the "Software", as defined hereinafter); WHEREAS, ASP desires to obtain a license to use, market and distribute the Software to End Users through the application service provider industry subject to the restrictions set forth in this Agreement. NOW THEREFORE, subject to the mutual promises and covenants herein, the parties agree as follows: 1. Definitions 1.1 "Application Service Provider" means an entity, other than an Outhoster or Outsourcer, which licenses the Software, allows third party End Users to access that software in exchange for a monthly subscription fee, and provides front-line support to those third party End Users. 1.2 "Documentation" shall mean any user manuals and other materials in any form included in each Software commercial package. Documentation specifically does not include any marketing materials for the Software. 1.3 "End User" shall mean that person (i) who acquires the use of the Software for its own internal productive use, (ii) is granted a sublicense by ASP, and (iii) has no right to sublicense or otherwise transfer the Software to any third party. 1.4 "End User License Agreement" shall mean the form of ASP's standard license agreement with End Users which incorporates the minimum terms and conditions set forth in Exhibit A, "End User License - Minimum Terms and Conditions & Export Restrictions". 1.5 "Outhoster" means an entity which hosts a third party's software, providing the physical data storage and telecommunications facilities in order to allow that third party to access the software. 1.6 "Outsourcer" means an entity which licenses and utilizes software in order to provide services to third parties. 1.7 "Software" shall mean the Remedy software in object code form listed on Exhibit B hereto, together with the related Documentation. Only those Software applications specifically listed on Exhibit B are subject to this Agreement, and Remedy expressly states that no other Remedy software applications, including but not limited to the Remedy Action Request System software product line, are offered or included under this Agreement. 1.8 "Territory" shall mean the geographic area known as the United States of America. 2. Rights, License Grants and Restricted Use 2.1 Proprietary Rights. Remedy licenses the Software for use and therefore this is not an agreement for the sale

of the Software. Remedy retains title to, and ownership of, all copyrights, trademarks, patent rights, trade secret rights and other intellectual property rights with respect to the Software and all copies and portions thereof. The Software is protected, among other ways, by federal copyright law, international treaty and trade secret. Draft Std. U.S. ASP Agreement (9911) Page 1 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc. 2.2 License. Subject to the terms and conditions of this Agreement, Remedy grants to ASP a non-exclusive, nontransferable license to demonstrate, market, distribute and sublicense the Software though Application Service Provider channels to End Users in the Territory only as expressly permitted by this Agreement. 2.3 End User License Agreement. ASP will ensure that each End User must agree to and accept the terms of ASP's standard End User License Agreement. The terms of such license will be drafted so as to apply to the Software, and ASP will be the licensor. In addition, such license will include terms and conditions substantially equivalent to those set forth in Exhibit A ("End User License - Minimum Terms and Conditions & Export Restrictions"). 2.4 Trademarks, Logo and Trade Names License. Remedy grants ASP a limited license to use "Remedy(R)" and "Remedy Corporation(TM)" and any logo or other trademarks or trade names adopted by Remedy to identify the Software. ASP shall have the right to indicate to the public that it is an authorized Application Service Provider of Remedy's Software and to advertise such Software under the logo, trademarks, service marks, and trade names that Remedy may adopt from time to time ("Remedy Trademarks"). ASP shall not alter or remove any of the Remedy Trademarks applied to the Software. All representations of Remedy Trademarks that ASP intends to use shall first be submitted to Remedy for approval of design, color, and other details. ASP agrees with respect to each of the Remedy Trademarks to include in each use (such as an advertisement or brochure) the trademark symbol ((R)) or ((TM)) as directed by Remedy and the following statement: "Remedy and Remedy Corporation, Remedy CRM Solutions, Remedy Customer Support, Remedy Quality Management, Remedy@Work, Remedy Setup@Work, and Remedy Purchasing@Work are registered or other trademarks of Remedy Corporation, Mountain View, CA". Effective upon the termination or expiration of this Agreement, ASP shall cease to use all Remedy Trademarks. A style guide is available upon request. 2.5 Prohibitions. ASP will have no power or authority, express or implied, to make any commitments or incur any obligations on behalf of Remedy. ASP hereby acknowledges and agrees that it shall have no right or authority to appoint or authorize any third party to act as a distributor or to re-sell the Software on a stand-alone basis or in any other manner. 2.6 Source Code. ASP and End Users will have no right to receive any source code for the Software. 2.7 Non-Exclusive License. This is a non-exclusive Agreement. Remedy reserves the right to solicit orders from any sell directly to End Users, other channel partners, other Application Service Providers, or other business entities within the Territory. Notwithstanding the foregoing, any customer information provided by ASP to Remedy under this Agreement shall be treated as ASP's confidential information, and Remedy shall not initiate contact with any of ASP's customers for the purpose of soliciting orders beyond Remedy's normal marketing efforts. 3. Term 3.1 Initial Term and Renewal Term. The initial term of this Agreement shall extend for a period of two (2) years from the Effective Date set forth above and shall automatically renew thereafter for one (1) additional one (1) year term, unless earlier terminated as provided herein. The renewal of this Agreement shall be subject to the parties reaching prior written agreement on new revenue goals for each annual renewal term as provided for in the Revenue Goals provision identified in Exhibit B. Pricing, Discounts and Revenue Goals. 3.2 Expiration. Effective upon the expiration of this Agreement, the licenses granted to ASP by Remedy herein shall expire, and ASP shall cease to market the Software, including all advertising and promotion using the Remedy Trademarks. Notwithstanding the foregoing, ASP may continue to provide access to the Software to ASP's current customers as of the date of expirations, for a period of five (5) years from the date of expiration,

2.2 License. Subject to the terms and conditions of this Agreement, Remedy grants to ASP a non-exclusive, nontransferable license to demonstrate, market, distribute and sublicense the Software though Application Service Provider channels to End Users in the Territory only as expressly permitted by this Agreement. 2.3 End User License Agreement. ASP will ensure that each End User must agree to and accept the terms of ASP's standard End User License Agreement. The terms of such license will be drafted so as to apply to the Software, and ASP will be the licensor. In addition, such license will include terms and conditions substantially equivalent to those set forth in Exhibit A ("End User License - Minimum Terms and Conditions & Export Restrictions"). 2.4 Trademarks, Logo and Trade Names License. Remedy grants ASP a limited license to use "Remedy(R)" and "Remedy Corporation(TM)" and any logo or other trademarks or trade names adopted by Remedy to identify the Software. ASP shall have the right to indicate to the public that it is an authorized Application Service Provider of Remedy's Software and to advertise such Software under the logo, trademarks, service marks, and trade names that Remedy may adopt from time to time ("Remedy Trademarks"). ASP shall not alter or remove any of the Remedy Trademarks applied to the Software. All representations of Remedy Trademarks that ASP intends to use shall first be submitted to Remedy for approval of design, color, and other details. ASP agrees with respect to each of the Remedy Trademarks to include in each use (such as an advertisement or brochure) the trademark symbol ((R)) or ((TM)) as directed by Remedy and the following statement: "Remedy and Remedy Corporation, Remedy CRM Solutions, Remedy Customer Support, Remedy Quality Management, Remedy@Work, Remedy Setup@Work, and Remedy Purchasing@Work are registered or other trademarks of Remedy Corporation, Mountain View, CA". Effective upon the termination or expiration of this Agreement, ASP shall cease to use all Remedy Trademarks. A style guide is available upon request. 2.5 Prohibitions. ASP will have no power or authority, express or implied, to make any commitments or incur any obligations on behalf of Remedy. ASP hereby acknowledges and agrees that it shall have no right or authority to appoint or authorize any third party to act as a distributor or to re-sell the Software on a stand-alone basis or in any other manner. 2.6 Source Code. ASP and End Users will have no right to receive any source code for the Software. 2.7 Non-Exclusive License. This is a non-exclusive Agreement. Remedy reserves the right to solicit orders from any sell directly to End Users, other channel partners, other Application Service Providers, or other business entities within the Territory. Notwithstanding the foregoing, any customer information provided by ASP to Remedy under this Agreement shall be treated as ASP's confidential information, and Remedy shall not initiate contact with any of ASP's customers for the purpose of soliciting orders beyond Remedy's normal marketing efforts. 3. Term 3.1 Initial Term and Renewal Term. The initial term of this Agreement shall extend for a period of two (2) years from the Effective Date set forth above and shall automatically renew thereafter for one (1) additional one (1) year term, unless earlier terminated as provided herein. The renewal of this Agreement shall be subject to the parties reaching prior written agreement on new revenue goals for each annual renewal term as provided for in the Revenue Goals provision identified in Exhibit B. Pricing, Discounts and Revenue Goals. 3.2 Expiration. Effective upon the expiration of this Agreement, the licenses granted to ASP by Remedy herein shall expire, and ASP shall cease to market the Software, including all advertising and promotion using the Remedy Trademarks. Notwithstanding the foregoing, ASP may continue to provide access to the Software to ASP's current customers as of the date of expirations, for a period of five (5) years from the date of expiration, provided ASP complies with all its obligations under this Agreement, including but not limited to its reporting and payment obligations. All property of Remedy, including but not limited to Confidential Information, photographs, demonstration units, literature and sales aids of any kind shall remain the property of Remedy. Within thirty (30) days after expiration of this Agreement, ASP shall ship all such items in its possession to Remedy, at Remedy expense, except those items which are required to support ASP's existing customers. 4. Warranties and Obligations

4.1 ASP Warranties. Except as expressly and unambiguously stated herein and as a condition of ASP's license hereunder, ASP represents, warrants and agrees that: A. Modifications. Except as permitted on a screen display level through the user configurable interface, ASP will not modify or create any translation or derivative work based on the Software.
-------------------------------------------------------------------------------Draft Std. U.S. ASP Agreement (9911) Page 2 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

B. Backup/Archive Copy(ies). ASP may make a reasonable number of backup copies of the Software for use on the computer for which Remedy has issued a valid license key, and ASP may copy the Documentation for its use only. C. No Reverse Engineering. ASP shall not (and shall not allow any third party to): (a) decompile, disassemble, examine or otherwise reverse engineer and reassemble or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) of the Software by any means whatsoever, or (b) remove any Software identification, copyright or other notices. D. Reasonable Care. In addition to and without in any way limiting ASP's other obligations hereunder, ASP will use the same or greater standard of effort to protect Remedy's rights with respect to the Software as it uses to protect any other third party's software or valuable intellectual property rights, but in no event will the protection be less than "reasonable" as interpreted by a person knowledgeable as to protection of intellectual property rights, and ASP will provide immediate written notice when any End User is in violation of its End User License Agreement so as to protect Remedy's rights as a third party software supplier. 4.2 ASP Obligations. A. Promotion of Software. ASP shall use commercially diligent efforts to market, promote, and distribute the Software through Application Service Provider channels. B. Advertising. ASP shall not make any representations or warranties with respect to the Software that are inconsistent with the descriptions and warranties contained in this Agreement or in the Documentation, and shall not make any representations or warranties on behalf of Remedy. C. Personnel. ASP shall equip its sales personnel with adequate training, marketing, sales and technical literature in order to effectively market the Software. In addition, ASP agrees to maintain an appropriate number of Remedy Authorized Consultants (RACs) on its staff or contracted to ASP, but in no event less than one (1) fullytrained RAC at any time, as more fully set forth in Exhibit C, RAC Training. ASP will receive a 15% discount off the then-current price for all Remedy training classes. D. Support. ASP shall be solely responsible for providing Front Line Support to End Users. For the purposes of this paragraph "Front Line Support" shall mean direct contact with End Users, handling inquiries, routine problem diagnosis and resolution by ASP support personnel trained in the Remedy Product or, in the event a problem can not be resolved, the obtaining of appropriate documentation of such inquiry or problem for referral to Remedy. E. Uptime. ASP warrants that it shall maintain the following service levels with respect to its End User customers: ASP's systems will be operational such that End Users have the ability to access the Software a minimum of 97% of the time ASP has contractually agreed with its End Users that access to the Software will be available. F. Competing Products. ASP agrees not to market any internally developed product in competition with the Software or proactively promote competing products (for example, but not by way of limitation, products by Peregrine, Onyx, Pivotal, Siebel, Vantive, Clarify or Bendata's "Heat" product line) except with the prior written consent of Remedy. In the event ASP does decide to market a competing third party product, ASP will give Remedy ninety (90) days advance written notice of such intent and Remedy shall have the right to immediately terminate this Agreement. G. Reporting and Audit. ASP will maintain an accurate and complete file of all End Users to which ASP provides

B. Backup/Archive Copy(ies). ASP may make a reasonable number of backup copies of the Software for use on the computer for which Remedy has issued a valid license key, and ASP may copy the Documentation for its use only. C. No Reverse Engineering. ASP shall not (and shall not allow any third party to): (a) decompile, disassemble, examine or otherwise reverse engineer and reassemble or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) of the Software by any means whatsoever, or (b) remove any Software identification, copyright or other notices. D. Reasonable Care. In addition to and without in any way limiting ASP's other obligations hereunder, ASP will use the same or greater standard of effort to protect Remedy's rights with respect to the Software as it uses to protect any other third party's software or valuable intellectual property rights, but in no event will the protection be less than "reasonable" as interpreted by a person knowledgeable as to protection of intellectual property rights, and ASP will provide immediate written notice when any End User is in violation of its End User License Agreement so as to protect Remedy's rights as a third party software supplier. 4.2 ASP Obligations. A. Promotion of Software. ASP shall use commercially diligent efforts to market, promote, and distribute the Software through Application Service Provider channels. B. Advertising. ASP shall not make any representations or warranties with respect to the Software that are inconsistent with the descriptions and warranties contained in this Agreement or in the Documentation, and shall not make any representations or warranties on behalf of Remedy. C. Personnel. ASP shall equip its sales personnel with adequate training, marketing, sales and technical literature in order to effectively market the Software. In addition, ASP agrees to maintain an appropriate number of Remedy Authorized Consultants (RACs) on its staff or contracted to ASP, but in no event less than one (1) fullytrained RAC at any time, as more fully set forth in Exhibit C, RAC Training. ASP will receive a 15% discount off the then-current price for all Remedy training classes. D. Support. ASP shall be solely responsible for providing Front Line Support to End Users. For the purposes of this paragraph "Front Line Support" shall mean direct contact with End Users, handling inquiries, routine problem diagnosis and resolution by ASP support personnel trained in the Remedy Product or, in the event a problem can not be resolved, the obtaining of appropriate documentation of such inquiry or problem for referral to Remedy. E. Uptime. ASP warrants that it shall maintain the following service levels with respect to its End User customers: ASP's systems will be operational such that End Users have the ability to access the Software a minimum of 97% of the time ASP has contractually agreed with its End Users that access to the Software will be available. F. Competing Products. ASP agrees not to market any internally developed product in competition with the Software or proactively promote competing products (for example, but not by way of limitation, products by Peregrine, Onyx, Pivotal, Siebel, Vantive, Clarify or Bendata's "Heat" product line) except with the prior written consent of Remedy. In the event ASP does decide to market a competing third party product, ASP will give Remedy ninety (90) days advance written notice of such intent and Remedy shall have the right to immediately terminate this Agreement. G. Reporting and Audit. ASP will maintain an accurate and complete file of all End Users to which ASP provides access to the Software, including the name and address of each End User, the dates which each End User had the right to use the Software, and evidence of assent by each End User to the terms of ASP's license agreement. ASP will provide such records to Remedy by the 25th of each month for billing purposes. In addition, ASP shall issue a purchase order to Remedy upon execution of this Agreement for billing purposes. Not more than quarterly (upon Remedy request), ASP will permit an independent auditor, under non-disclosure with ASP, to examine and audit such records during reasonable business hours within thirty (30) days of written request by Remedy. If such audit uncovers any deficiency in payments, ASP shall promptly pay the monies due. If such audit uncovers a deficiency in payments of more than 5%, ASP shall promptly pay the monies due, shall bear the audit expenses and may be subject to more frequent audits, at Remedy's discretion. H. Compliance with Laws. ASP shall comply with all laws and regulations applicable to its performance under

this Agreement. 4.3 Remedy Warranties and Indemnification. Draft Std. U.S. ASP Agreement (9911) Page 3 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

A. Software Warranty. Remedy warrants to ASP, for the period of ninety (90) days from the date of delivery, that it will replace any defective media on which the Software is provided and that the Software, if not modified and if properly installed and used, will substantially conform to the material specifications set forth in the Documentation. Such warranties are for ASP's benefit only and are nontransferable. Remedy does not warrant that the Software will operate error free or uninterrupted, or will meet ASP's requirements. Except for the express warranties stated in this section, the Software and Documentation are each licensed "as is" and Remedy hereby specifically excludes and disclaims all warranties, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, statutory noninfringement of third party intellectual property rights and any warranty that may arise by reason of trade usage, custom or course of dealing and you hereby expressly waive any and all such warranties. B. Exclusive Remedy. During the warranty period, ASP's exclusive remedy, and Remedy's exclusive obligation and liability with respect to Software that does not conform to the express warranties set forth in Section shall be to use commercially reasonable efforts to correct or to provide a workaround for a material nonconformance in the Software. ASP understands that Remedy does not guarantee that any error or other nonconformance can or will be corrected. You agree to cooperate with Remedy and provide Remedy with all available information in written or electronic form so as to enable Remedy to reproduce and attempt to correct such nonconformance of the Software. C. Infringement Indemnity. (a) Remedy will defend, at its own expense, any legal action brought against ASP to the extent that it is based on a claim that the Software used within the scope of this Agreement infringes a United States patent, copyright or trade secret of a third party, and Remedy will pay any final judgment against ASP in any such action if attributable to any such claim or incurred by you through settlement of such claim. However, such defense and payments are subject to the conditions that ASP must: (i) notify Remedy promptly in writing of such claim, (ii) permit Remedy to have sole control of the defense, compromise or settlement of such claim, including any appeals, and (iii) fully cooperate with Remedy in the defense or settlement of such claim. Remedy will pay those reasonable costs, damages or fees incurred by ASP in connection with such action or claim. (b) Should the Software become, or in Remedy's opinion be likely to become, the subject of any such infringement claim, ASP shall permit Remedy, at Remedy's option and expense, to (i) procure for ASP the right to continue using the Software, or (ii) replace or modify the Software so that it becomes noninfringing, or (iii) terminate the right to use the Software, upon which termination ASP agrees to promptly destroy all copies of the Software and certify the same to Remedy, whereupon Remedy will refund ASP's license fee for the Software as depreciated on a straight-line three (3) year basis. (c) Remedy shall have no liability for any claim of patent, copyright or trade secret infringement that is based on (i) the use of other than the latest version of the Software, if such infringement could have been avoided by the use of the latest version, (ii) the use or combination of the Software with software, hardware or other materials not recommended by Remedy, provided such infringement would not have arisen but for such use or combination, or (iii) use of the Software in a manner other than that for which it was designed or contemplated as evidenced by Remedy's Documentation, or (iv) any unauthorized modification by ASP or a third party of the Software, or (v) any compliance with designs, plans or specifications furnished by ASP or on ASP's behalf. 4.4 Remedy Obligations. A. Training. During the term of this Agreement, Remedy shall provide RAC training to ASP in accordance with the terms set forth in Exhibit C. B. Maintenance and Support. Remedy shall provide Back Line Support to ASP under the terms set forth in Exhibit D, specifically, Express Support as defined in Section 2.1B therein.

A. Software Warranty. Remedy warrants to ASP, for the period of ninety (90) days from the date of delivery, that it will replace any defective media on which the Software is provided and that the Software, if not modified and if properly installed and used, will substantially conform to the material specifications set forth in the Documentation. Such warranties are for ASP's benefit only and are nontransferable. Remedy does not warrant that the Software will operate error free or uninterrupted, or will meet ASP's requirements. Except for the express warranties stated in this section, the Software and Documentation are each licensed "as is" and Remedy hereby specifically excludes and disclaims all warranties, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, statutory noninfringement of third party intellectual property rights and any warranty that may arise by reason of trade usage, custom or course of dealing and you hereby expressly waive any and all such warranties. B. Exclusive Remedy. During the warranty period, ASP's exclusive remedy, and Remedy's exclusive obligation and liability with respect to Software that does not conform to the express warranties set forth in Section shall be to use commercially reasonable efforts to correct or to provide a workaround for a material nonconformance in the Software. ASP understands that Remedy does not guarantee that any error or other nonconformance can or will be corrected. You agree to cooperate with Remedy and provide Remedy with all available information in written or electronic form so as to enable Remedy to reproduce and attempt to correct such nonconformance of the Software. C. Infringement Indemnity. (a) Remedy will defend, at its own expense, any legal action brought against ASP to the extent that it is based on a claim that the Software used within the scope of this Agreement infringes a United States patent, copyright or trade secret of a third party, and Remedy will pay any final judgment against ASP in any such action if attributable to any such claim or incurred by you through settlement of such claim. However, such defense and payments are subject to the conditions that ASP must: (i) notify Remedy promptly in writing of such claim, (ii) permit Remedy to have sole control of the defense, compromise or settlement of such claim, including any appeals, and (iii) fully cooperate with Remedy in the defense or settlement of such claim. Remedy will pay those reasonable costs, damages or fees incurred by ASP in connection with such action or claim. (b) Should the Software become, or in Remedy's opinion be likely to become, the subject of any such infringement claim, ASP shall permit Remedy, at Remedy's option and expense, to (i) procure for ASP the right to continue using the Software, or (ii) replace or modify the Software so that it becomes noninfringing, or (iii) terminate the right to use the Software, upon which termination ASP agrees to promptly destroy all copies of the Software and certify the same to Remedy, whereupon Remedy will refund ASP's license fee for the Software as depreciated on a straight-line three (3) year basis. (c) Remedy shall have no liability for any claim of patent, copyright or trade secret infringement that is based on (i) the use of other than the latest version of the Software, if such infringement could have been avoided by the use of the latest version, (ii) the use or combination of the Software with software, hardware or other materials not recommended by Remedy, provided such infringement would not have arisen but for such use or combination, or (iii) use of the Software in a manner other than that for which it was designed or contemplated as evidenced by Remedy's Documentation, or (iv) any unauthorized modification by ASP or a third party of the Software, or (v) any compliance with designs, plans or specifications furnished by ASP or on ASP's behalf. 4.4 Remedy Obligations. A. Training. During the term of this Agreement, Remedy shall provide RAC training to ASP in accordance with the terms set forth in Exhibit C. B. Maintenance and Support. Remedy shall provide Back Line Support to ASP under the terms set forth in Exhibit D, specifically, Express Support as defined in Section 2.1B therein. C. Error Correction and Upgrades. Remedy shall provide Software maintenance services, consisting of Software error correction and Software upgrades, under the terms set forth in Exhibit D. D. Compliance with Laws. Remedy shall comply with all laws and regulations applicable to its performance under this Agreement. E. Marketing. Remedy will make best efforts to help Insynq market its services by providing access to the

remedy user Group (RUG), posting information about the Remedy-InSynq relationship on the Remedy web site, providing appropriate access to Remedy's channels in the territory, and notifying Insynq of any relevant marketing opportunities such as trade shows, seminars or other events that may benefit both Remedy and Insynq. Draft Std. U.S. ASP Agreement (9911) Page 4 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

5. Payment Terms 5.1 Pricing. Fees due Remedy for Software distributed by ASP are as set forth in Exhibit B, Pricing, Discounts and Revenue Goals. 5.2 Payment. Remedy will invoice ASP on a monthly basis for ASP's applicable monthly user fees and monthly server fees for the prior month. Payment terms are net thirty (30) days from date of Remedy's invoice. A late fee equal to one and one half (1 1/2) percent per month, or the maximum amount allowed by law (whichever is less) shall apply to all outstanding amounts due beyond the initial thirty day period. ASP and Remedy agree that if any fees remain unpaid for a period of sixty (60) days or more from the date of Remedy's invoice, then Remedy will have the option to disable the Software and immediately terminate ASP's license hereunder. 5.3 U.S. Dollars. Payment will be made in U.S. dollars to Remedy's Corporate Address, Attention: Accounts Receivable. 5.4 F.O.B. All prices are F.O.B. Origin. The Software will be deemed accepted upon shipment by Remedy. 5.5 Other Charges. In addition to any other sums payable hereunder, ASP shall pay all charges, including without limitation, transportation charges, shipping insurance or duties, and shall be responsible for any and all taxes, import or export fees, excise taxes, and withholding taxes arising from and support of the Software (excluding taxes based upon Remedy's income). 6. Joint Press Releases. The parties may elect to release joint press release statements upon the advance written consent of both parties. Remedy shall have the right to list ASP as an authorized Remedy ASP in Remedy's marketing materials. Both parties publicly acknowledge the channel relationship governed by this Agreement in various forms of media, subject to the joint press release requirements of this Agreement. 7. Confidentiality 7.1 Confidential Information. ASP and Remedy understand and acknowledge that by reason of their relationship with each other under this Agreement, they will have access to certain information and materials concerning the other party's business, plans, customers and technology that are confidential and of substantial value to each party, which value would be impaired if such information were disclosed to third parties. Both parties agree that they shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the other party other than to fulfill their express obligations under this Agreement. Each party will take every reasonable precaution to protect the confidentiality of such information. 7.2 Examples of Confidential Information. By way of example and not limitation, the terms of this Agreement, all customer lists, potential customer lists, marketing and financial information, business plans, and technical information, whether written or verbal, and all code, inventions, algorithms, know how and ideas obtained from Remedy shall be deemed confidential information of Remedy. 7.3 Exception. It is understood that each party's obligation not to disclose the other party's confidential information shall not apply in the instance where such information is demonstrated by dated written documents: A. to be in the public domain; or B. to have been obtained or acquired in good faith from a third party not under a similar obligation of confidence; or

5. Payment Terms 5.1 Pricing. Fees due Remedy for Software distributed by ASP are as set forth in Exhibit B, Pricing, Discounts and Revenue Goals. 5.2 Payment. Remedy will invoice ASP on a monthly basis for ASP's applicable monthly user fees and monthly server fees for the prior month. Payment terms are net thirty (30) days from date of Remedy's invoice. A late fee equal to one and one half (1 1/2) percent per month, or the maximum amount allowed by law (whichever is less) shall apply to all outstanding amounts due beyond the initial thirty day period. ASP and Remedy agree that if any fees remain unpaid for a period of sixty (60) days or more from the date of Remedy's invoice, then Remedy will have the option to disable the Software and immediately terminate ASP's license hereunder. 5.3 U.S. Dollars. Payment will be made in U.S. dollars to Remedy's Corporate Address, Attention: Accounts Receivable. 5.4 F.O.B. All prices are F.O.B. Origin. The Software will be deemed accepted upon shipment by Remedy. 5.5 Other Charges. In addition to any other sums payable hereunder, ASP shall pay all charges, including without limitation, transportation charges, shipping insurance or duties, and shall be responsible for any and all taxes, import or export fees, excise taxes, and withholding taxes arising from and support of the Software (excluding taxes based upon Remedy's income). 6. Joint Press Releases. The parties may elect to release joint press release statements upon the advance written consent of both parties. Remedy shall have the right to list ASP as an authorized Remedy ASP in Remedy's marketing materials. Both parties publicly acknowledge the channel relationship governed by this Agreement in various forms of media, subject to the joint press release requirements of this Agreement. 7. Confidentiality 7.1 Confidential Information. ASP and Remedy understand and acknowledge that by reason of their relationship with each other under this Agreement, they will have access to certain information and materials concerning the other party's business, plans, customers and technology that are confidential and of substantial value to each party, which value would be impaired if such information were disclosed to third parties. Both parties agree that they shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the other party other than to fulfill their express obligations under this Agreement. Each party will take every reasonable precaution to protect the confidentiality of such information. 7.2 Examples of Confidential Information. By way of example and not limitation, the terms of this Agreement, all customer lists, potential customer lists, marketing and financial information, business plans, and technical information, whether written or verbal, and all code, inventions, algorithms, know how and ideas obtained from Remedy shall be deemed confidential information of Remedy. 7.3 Exception. It is understood that each party's obligation not to disclose the other party's confidential information shall not apply in the instance where such information is demonstrated by dated written documents: A. to be in the public domain; or B. to have been obtained or acquired in good faith from a third party not under a similar obligation of confidence; or C. to have been independently developed by the receiving party prior to its receipt from the disclosing party; or D. is required to be disclosed under the operation of law. 8. Termination 8.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon sixty (60) days written notice to the other party. In the event Remedy terminates this Agreement in accordance with this provision, the parties will endeavor to develop a suitable migration plan within such sixty (60) day period. Such

migration plan shall provide, at a minimum, that ASP shall not market the Software to any additional customers, but may continue to provide access to the Software to ASP's current customers as of the date of termination for a period of five (5) years from the date of termination, provided ASP complies with all its obligations under this Agreement, including but not limited to its reporting and payment obligations. 8.2 Termination for Cause. Upon material breach by a party of any provision without limitation of this Agreement, the non-breaching party will issue a written notice to the breaching party and if the breach is not cured, or
the breaching party does -------------------------------------------------------------------------------Draft Std. U.S. ASP Agreement (9911) Page 5 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

not submit a Plan for Cure acceptable to the non-breaching party within thirty (30) days of receipt of the notice of breach, then the Agreement shall automatically terminate thirty (30) days from receipt of the notice of breach. Failure by the breaching party to continuously conform to any mutually agreed upon written plan for cure will be a material breach. Notwithstanding the foregoing, the following shall constitute a material breach for which Remedy may issue a notice of immediate termination: A. In the event ASP violates the license grant user restrictions in Section 2 ("Rights, License Grants and Restricted Use") or any of ASP's obligations in Section 4.2, or the Confidentiality provisions in Section 7 ("Confidentiality") or the Reverse Engineering provisions in Section 4.1(C) ("No Reverse Engineering"). Remedy has the right to immediately terminate this Agreement, which does not relieve ASP from its obligation to make payment in accordance with the terms of this Agreement. B. In the event ASP fails to comply with Section 5 ("Payment Terms"), Remedy has the right to immediately terminate this Agreement, which does not relieve ASP from its obligation to make payment in accordance with the terms of this Agreement. C. In the event ASP does not meet the Revenue Goals set forth in Exhibit B, Remedy has the right to immediately terminate this Agreement, which does not relieve ASP from its obligation to make payment in accordance with the terms of this Agreement. 8.3 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice in the event the other party shall (a) become insolvent or file or have filed against it a petition for bankruptcy (which is not dismissed within 30 days after it is filed), or (b) make an assignment for the benefit of creditors, or (c) dissolve or cease to do business in the ordinary course. 8.4 Effect of Termination. Effective upon the termination of this Agreement, the licenses granted to ASP by Remedy herein shall expire, and ASP shall cease to market the Software, including all advertising and promotion using the Remedy Trademarks, except in the case of a termination for convenience as provided under section 8.1 above. All property of Remedy, including but not limited to Confidential Information, photographs, demonstration units, literature and sales aids of any kind shall remain the property of Remedy. Within thirty (30) days after termination of this Agreement, ASP shall ship all such items in its possession to Remedy, at Remedy expense, except those items which are required to support ASP's existing customers. 9. Export Restrictions ASP will understand, stay current and comply with all export laws, restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority. 10. Government Use 10.1 Identification. ASP agrees to identify to any branch, agency, prime or subcontractor of the U. S. Government (USG) that the Software to be provided to the USG government bundled with the ASP Solution are commercial off the shelf (COTS) products subject to the Federal Acquisition Streamlining Act (FASA; P.L. No. 103-355, October 1995) and Remedy offers the same Software to both the public and private sectors. Remedy's pricing is based on its published Price Lists (domestic or international, as applicable) and therefore

not submit a Plan for Cure acceptable to the non-breaching party within thirty (30) days of receipt of the notice of breach, then the Agreement shall automatically terminate thirty (30) days from receipt of the notice of breach. Failure by the breaching party to continuously conform to any mutually agreed upon written plan for cure will be a material breach. Notwithstanding the foregoing, the following shall constitute a material breach for which Remedy may issue a notice of immediate termination: A. In the event ASP violates the license grant user restrictions in Section 2 ("Rights, License Grants and Restricted Use") or any of ASP's obligations in Section 4.2, or the Confidentiality provisions in Section 7 ("Confidentiality") or the Reverse Engineering provisions in Section 4.1(C) ("No Reverse Engineering"). Remedy has the right to immediately terminate this Agreement, which does not relieve ASP from its obligation to make payment in accordance with the terms of this Agreement. B. In the event ASP fails to comply with Section 5 ("Payment Terms"), Remedy has the right to immediately terminate this Agreement, which does not relieve ASP from its obligation to make payment in accordance with the terms of this Agreement. C. In the event ASP does not meet the Revenue Goals set forth in Exhibit B, Remedy has the right to immediately terminate this Agreement, which does not relieve ASP from its obligation to make payment in accordance with the terms of this Agreement. 8.3 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice in the event the other party shall (a) become insolvent or file or have filed against it a petition for bankruptcy (which is not dismissed within 30 days after it is filed), or (b) make an assignment for the benefit of creditors, or (c) dissolve or cease to do business in the ordinary course. 8.4 Effect of Termination. Effective upon the termination of this Agreement, the licenses granted to ASP by Remedy herein shall expire, and ASP shall cease to market the Software, including all advertising and promotion using the Remedy Trademarks, except in the case of a termination for convenience as provided under section 8.1 above. All property of Remedy, including but not limited to Confidential Information, photographs, demonstration units, literature and sales aids of any kind shall remain the property of Remedy. Within thirty (30) days after termination of this Agreement, ASP shall ship all such items in its possession to Remedy, at Remedy expense, except those items which are required to support ASP's existing customers. 9. Export Restrictions ASP will understand, stay current and comply with all export laws, restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority. 10. Government Use 10.1 Identification. ASP agrees to identify to any branch, agency, prime or subcontractor of the U. S. Government (USG) that the Software to be provided to the USG government bundled with the ASP Solution are commercial off the shelf (COTS) products subject to the Federal Acquisition Streamlining Act (FASA; P.L. No. 103-355, October 1995) and Remedy offers the same Software to both the public and private sectors. Remedy's pricing is based on its published Price Lists (domestic or international, as applicable) and therefore does not provide Standard Form 1412 or any other cost or pricing data. 10.2 U.S. Government Legend. ASP agrees to clearly mark any Software delivered to any branch, agency, prime or subcontractor of the U. S. Government with the legend set forth below: RIGHTS IN COMMERCIAL COMPUTER SOFTWARE Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR 12.211 and/or SFARS 227.72 and any similar or successor rules or regulations. Remedy Corporation 1505 Salado Drive Mountain View, CA 94043-1102 11. Limited Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, REMEDY WILL NOT BE LIABLE UNDER ANY SECTION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE

THEORY FOR ANY AMOUNTS IN EXCESS OF THE LICENSE FEES PAID TO REMEDY HEREUNDER IN THE AGGREGATE DURING THE TWELVE MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. Draft Std. U.S. ASP Agreement (9911) Page 6 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

12. Consequential Damages Waiver. IN NO CASE WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOST DATA OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. 13. Independent Contractors 13.1 Sole Responsibility. The ASP is an independent contractor in the performance of each and every part of this Agreement and nothing contained within the Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other party. ASP is solely responsible for its business practices and all of its employees and agents and its labor costs and expenses arising in connection therewith. 13.2 No Control. Except as expressly provided herein, Remedy shall have no right to exercise any control whatsoever over the activities or operations of ASP. 13.3 Not an Agent. Except as expressly provided herein, neither party shall represent itself as an agent or representative of the other. 14. Assignment. This Agreement is not transferable or assignable by ASP without the prior written consent of Remedy. 15. General 15.1 Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. 15.2 Governing Law. This Agreement shall be governed by and construed under the laws of the state of California and the United States without regard to conflicts of laws provisions thereof and the United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys' fees. 15.3 No Waiver. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. 15.4 Partial Invalidity. If any portion of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. 15.5 Notices. Notices under this Agreement shall be sufficient only if personally delivered, delivered by a major commercial rapid delivery courier service or mailed by certified or registered mail, return receipt requested to a party at its addresses first set forth herein or as amended by notice pursuant to this Section 20.5. If not received sooner, notice by mail shall be deemed received five (5) days after deposit in the U.S. or international mails. 15.6 Survivability. The provisions of Sections 6, 7, 11, 12, 14, 15 and any provision which provides for rights and remedies after termination, shall survive the termination or expiration of this Agreement. 15.7 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter and supersedes all prior agreements or representations, oral or written, regarding such subject matter. No modification of or amendment to this Agreement, nor any waiver of rights under this Agreement, shall be effective unless in writing signed by authorized representatives of both parties.

12. Consequential Damages Waiver. IN NO CASE WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOST DATA OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. 13. Independent Contractors 13.1 Sole Responsibility. The ASP is an independent contractor in the performance of each and every part of this Agreement and nothing contained within the Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other party. ASP is solely responsible for its business practices and all of its employees and agents and its labor costs and expenses arising in connection therewith. 13.2 No Control. Except as expressly provided herein, Remedy shall have no right to exercise any control whatsoever over the activities or operations of ASP. 13.3 Not an Agent. Except as expressly provided herein, neither party shall represent itself as an agent or representative of the other. 14. Assignment. This Agreement is not transferable or assignable by ASP without the prior written consent of Remedy. 15. General 15.1 Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. 15.2 Governing Law. This Agreement shall be governed by and construed under the laws of the state of California and the United States without regard to conflicts of laws provisions thereof and the United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys' fees. 15.3 No Waiver. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. 15.4 Partial Invalidity. If any portion of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. 15.5 Notices. Notices under this Agreement shall be sufficient only if personally delivered, delivered by a major commercial rapid delivery courier service or mailed by certified or registered mail, return receipt requested to a party at its addresses first set forth herein or as amended by notice pursuant to this Section 20.5. If not received sooner, notice by mail shall be deemed received five (5) days after deposit in the U.S. or international mails. 15.6 Survivability. The provisions of Sections 6, 7, 11, 12, 14, 15 and any provision which provides for rights and remedies after termination, shall survive the termination or expiration of this Agreement. 15.7 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter and supersedes all prior agreements or representations, oral or written, regarding such subject matter. No modification of or amendment to this Agreement, nor any waiver of rights under this Agreement, shall be effective unless in writing signed by authorized representatives of both parties.
REMEDY: ------------------------Signature: /s/ GLENDA SCHWEM ------------------------Signature: ASP: ------------------------/s/ D.L. MANZANO -------------------------

Name (print): Glenda Schwem -------------------------

Name (print): D.L. Manzano -------------------------

Title:

Director, Contracts ------------------------25 January 2000 -------------------------

Title:

President and COO ------------------------12-23-99 -------------------------

Date:

Date:

-------------------------------------------------------------------------------Draft Std. U.S. ASP Agreement (9911) Page 7 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

Exhibit A END USER LICENSE MINIMUM TERMS AND CONDITIONS & EXPORT RESTRICTIONS ASP shall sublicense the Software to End Users under its standard End User License Agreement. ASP is not authorized to grant any greater set of rights than has been granted to ASP by Remedy under this Agreement. In no event shall such sublicensing include terms and conditions that do not provide at least the minimum terms and conditions below: Licensor grants Licensee a nonexclusive personal license to use the software under the terms stated in this Agreement. Licensee may not transfer, assign or sublicense its rights under this Agreement without the prior written consent of Remedy. Any other attempted sublicense, assignment or transfer is void. Licensee agrees not to alter, reverse engineer or disassemble the software. Licensee will not copy the software except (i) as necessary to read the software from the media into the memory of a computer solely for the purpose of executing it on a single machine (whether a stand alone computer or a workstation component of a multiterminal system), or (ii) to create an archival copy. Licensee agrees that any such copies of the software shall contain the same proprietary notices which appear on and in the software. Copying, other than that described in this provision, duplicating, selling or otherwise distributing the software is expressly forbidden. Except as stated above, this Agreement does not grant Licensee any right in or to intellectual property with respect to the software. Title to and ownership of the software and any reproduction thereof shall remain in Licensor and its suppliers. Licensee is hereby notified that Remedy Corporation, 1505 Salado Drive, Mountain View, California 94043 ("Remedy") is a third-party beneficiary to this Agreement to the extent that this Agreement contains provisions which relate to Licensee's use of the software licensed hereby. Such provisions are made expressly for the benefit of Remedy and are enforceable by Remedy in addition to Licensor. Export. In any export or re-export of the Software, ASP will comply with and shall instruct its Resellers and End Users to comply with all export laws, restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority. ASP shall not and shall not allow the export or re-export of any of Remedy's Confidential Information or Software or copies of any product thereof in violation of any such restrictions, laws or regulations. ASP shall obtain any necessary licenses and/or exemptions with respect to the export from the U.S. of all material or items deliverable by Remedy and shall demonstrate to Remedy compliance with all applicable laws and regulations prior to delivery thereof by Remedy. ASP hereby agrees to indemnify Remedy (its employees, officers, directors and agents) against any liability loss, damage, or cost including reasonable attorney's fees, arising out of or in connection with any export in contravention of the applicable export laws. Draft Std. U.S. ASP Agreement (9911) Page 8 of 12 Remedy Corporation Date: December 20, 1999

Exhibit A END USER LICENSE MINIMUM TERMS AND CONDITIONS & EXPORT RESTRICTIONS ASP shall sublicense the Software to End Users under its standard End User License Agreement. ASP is not authorized to grant any greater set of rights than has been granted to ASP by Remedy under this Agreement. In no event shall such sublicensing include terms and conditions that do not provide at least the minimum terms and conditions below: Licensor grants Licensee a nonexclusive personal license to use the software under the terms stated in this Agreement. Licensee may not transfer, assign or sublicense its rights under this Agreement without the prior written consent of Remedy. Any other attempted sublicense, assignment or transfer is void. Licensee agrees not to alter, reverse engineer or disassemble the software. Licensee will not copy the software except (i) as necessary to read the software from the media into the memory of a computer solely for the purpose of executing it on a single machine (whether a stand alone computer or a workstation component of a multiterminal system), or (ii) to create an archival copy. Licensee agrees that any such copies of the software shall contain the same proprietary notices which appear on and in the software. Copying, other than that described in this provision, duplicating, selling or otherwise distributing the software is expressly forbidden. Except as stated above, this Agreement does not grant Licensee any right in or to intellectual property with respect to the software. Title to and ownership of the software and any reproduction thereof shall remain in Licensor and its suppliers. Licensee is hereby notified that Remedy Corporation, 1505 Salado Drive, Mountain View, California 94043 ("Remedy") is a third-party beneficiary to this Agreement to the extent that this Agreement contains provisions which relate to Licensee's use of the software licensed hereby. Such provisions are made expressly for the benefit of Remedy and are enforceable by Remedy in addition to Licensor. Export. In any export or re-export of the Software, ASP will comply with and shall instruct its Resellers and End Users to comply with all export laws, restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority. ASP shall not and shall not allow the export or re-export of any of Remedy's Confidential Information or Software or copies of any product thereof in violation of any such restrictions, laws or regulations. ASP shall obtain any necessary licenses and/or exemptions with respect to the export from the U.S. of all material or items deliverable by Remedy and shall demonstrate to Remedy compliance with all applicable laws and regulations prior to delivery thereof by Remedy. ASP hereby agrees to indemnify Remedy (its employees, officers, directors and agents) against any liability loss, damage, or cost including reasonable attorney's fees, arising out of or in connection with any export in contravention of the applicable export laws. Draft Std. U.S. ASP Agreement (9911) Page 8 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

Exhibit B Pricing, Discounts And Revenue Goals 1. Pricing. Remedy offers the following pricing to ASP under the terms of the Agreement:
A. CRM Pricing (10 Agent Minimum) Product Monthly User Fee ---------------------------------------------------

Exhibit B Pricing, Discounts And Revenue Goals 1. Pricing. Remedy offers the following pricing to ASP under the terms of the Agreement:
A. CRM Pricing (10 Agent Minimum) Product Monthly User Fee --------------------------------------------------Remedy Customer Support Remedy Quality Management $261.00 $117.00

B.

EWA Pricing (100 User Minimum) Product Monthly User Fee --------------------------------------------------Remedy Purchasing @ Work Remedy Setup @ Work $ 34.50 $ 28.00

2. Discounts. At the end of the first year of this Agreement, and on each subsequent anniversary date, discounts will be set for the following year based on the total annual revenue received by Remedy from ASP as set forth below:
Net Annual Revenue Discount Level --------------------------------------$100K $151K $501K $751K - $150K - $500K - $750K and over 15% 25% 30% 35%

3. The pricing set forth above is offered by Remedy on the assumption that ASP will reach 2,000 End Users by the end of calendar year 2000, and 15,000 End Users by the end of calendar year 2001. As an express material condition of this Agreement, ASP agrees that the following revenue goals apply to ASP hereunder: March, 2001 monthly revenues payable to Remedy: $117,000.00 March, 2002 monthly revenues payable to Remedy: $225,000.00 In the event of a failure by ASP to attain any revenue goal, ASP shall be liable to Remedy for, and shall pay to Remedy on demand, as liquidated damages and not as a penalty, the difference between the revenue goals set forth above and actual revenues payable to Remedy for that period, multiplied by a factor of 8. In the event ASP fails to meet its revenue goals for both December, 2000 and December, 2001, Remedy shall have the right to terminate this Agreement for convenience. Draft Std. U.S. ASP Agreement (9911) Page 9 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq. Inc.

Exhibit C Remedy Authorized Consultant (RAC) Training ASP agrees to maintain an appropriate number of Remedy Authorized Consultants

Exhibit C Remedy Authorized Consultant (RAC) Training ASP agrees to maintain an appropriate number of Remedy Authorized Consultants (RACs) on its staff or contracted to ASP, but in no event less one (1) fully-trained RAC at any time. This Exhibit sets forth the training requirements for RACs and the currently available Remedy courses through RAC University, a Remedy Partner Program. RAC University offers four different levels of certification: 1) AR System Implementation Specialist: entry-level training for Action Request System/R/ (AR System) application development. 2) RAC: our standard certification, which requires AR System Implementation Specialist certification plus six to eight months of AR System development experience. 3) RAC Market Specialist: RAC certification plus further training in a selected strategic market area. 4) RAC Enterprise Specialist: RAC certification plus further training in all three strategic market areas. RAC Course Titles, Days, Fees (please note the fees per class will be in accordance with Remedy's then-current training fees when classes are scheduled, less a 15% partner education discount) AR SYSTEM IMPLEMENTATION SPECIALIST Administering the AR System (4 days) AR System Advanced Topics (5 days) Distributed Server Option (1 day) Performance Tuning and Troubleshooting (5 days) AR Web (3 days) PLUS one of the following: HelpDesk (2 days) Asset Management (2 days) Change Management (2 days) (**additional elective courses will be offered in the future) RAC After 6-8 month practical experience, an engineer must take: RAC Engineering Methods (5 days) RAC Market Specialist and RAC Enterprise Specialist Upon completion of the RAC program, a RAC may take additional tracks pertaining to ITSM, CRM, or EWA and become a RAC Market Specialist. Completion of all 3 tracks earns the title of RAC Enterprise Specialist. ITSM Track Asset Management (1 day) Change Management (2 days) HelpDesk (2 days) CRM Track Remedy Customer Support Application Training (1 day) Adapting Remedy Customer Support Application (2 days)
CRM Engineering Methods (5 days) -------------------------------------------------------------------------------Draft Std. U.S. ASP Agreement (9911) Page 10 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

Exhibit D Customer Support Services Agreement This Exhibit D defines the level and type of Software Support and Maintenance Services to be provided to ASP and its End Users by ASP and Remedy under this Agreement. 1. Support by ASP ASP shall provide front-line support to End Users of the Software. ASP shall clearly state to End Users that End User support is provided by ASP for the Software. 2. Support Definitions: 2.1 "Error" means a nonconformity in the Software which causes the Software not to operate substantially in accordance with the Documentation. 2.2 "Software Maintenance" shall mean the issuance of patches to the Software Products on an as-needed basis (determined solely by Remedy) in order to correct "bugs". 2.3 "Software Support" shall mean responding with four (4) hours to a reasonable number of specific technical questions from ASP posed via telephone, facsimile or electronic mail during Remedy's normal business hours. 2.4 "Update" shall mean a Release of the Software or new Documentation designated to correct any errors or to improve performance or functionality. 3. ASP Software Support and Maintenance (Internal Use License) 3.1 Scope of Support to ASP: Upon payment of the required Annual ASP Maintenance Fee, Remedy will provide Software Support and Maintenance services for ASP's Internal Use software only. Remedy shall provide technical support to ASP designated engineers or technical representatives for the purpose of assisting ASP with its use of the Software. Remedy agrees to expend commercially reasonable efforts to ensure that the Software operates substantially in accordance with the Documentation. If "trouble" calls are received from ASP, Remedy will use reasonable efforts to correct any "bugs" or other errors reported by providing an appropriate "patch", "fix" or "workaround," or by periodically issuing a new corrective Release of such Licensed Software Products. The ASP will be provided software Updates for ASP's Internal Use License directly from Remedy provided ASP's Annual Maintenance Fees are current. 3.2 Support Hours: In performing the Support services identified in 3.1 above, Remedy shall support ASP during the business hours of 6:00 AM to 5:00 PM California time, Monday through Friday, exclusive of Remedy holidays. Upon request from ASP, Remedy can specify the Remedy holidays for the current calendar year. 3.3 Travel Expenses: In the event that travel expenses are incurred by Remedy in the course of providing Support services, such travel expenses shall be payable by ASP upon submission of Remedy invoices to ASP. Travel expense invoices shall have payment terms of net thirty (30) days. 4. Software Support and Maintenance Plans Available to End Users of ASP's: A) ASP shall provide front line Software Support services to End Users. Front line support shall be defined as ASP exhausting all its available and reasonable resources to address the End Users issue prior to escalating the issue to Remedy. In the event ASP's information ("metrics") provided to Remedy exceeds the average metrics for Remedy partners as determined by Remedy, ASP agrees to implement those practices suggested by Remedy to improve ASP's metrics. B) ASP shall determine what type of front line support to offer End Users. However, unless previously agreed to in writing between ASP and Remedy, Remedy's obligation to provide backline support to ASP shall not extend beyond Remedy's standard software support hours of weekdays from 6:00 AM to 5:00 PM, California time,

excluding Remedy holidays. If ASP sells 24x7 support to an End User, ASP must identify clearly in writing to the End User that only the ASP provides 24x7 coverage and that Remedy does not have the same obligation unless otherwise agreed to as stated above. Draft Std. U.S. ASP Agreement (9911) Page 11 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

C) Upon receipt by Remedy of the Annual ASP Maintenance Fee, Remedy shall provide Software Maintenance services as defined in Section 2.2 of this Exhibit and back line support to ASP. 1) There are three (3) types of issues that may be escalated to Remedy as part of backline support. These issues are (i) specific technical questions where the answer cannot be addressed by the ASP after the ASP has exhausted all its available and reasonable resources, including Remedy's manuals and on-line resources; (ii) product enhancements suggested by the End User; and (iii) product defects/problems. As additional clarification: a) Specific technical questions cover the class of issues that are generally not related to a product defect or enhancement request. b) Remedy may consider product enhancements submitted by the End User. In the event the product enhancement is original, Remedy shall create an enhancement request. Whether the product enhancement is original or not, Remedy shall provide ASP with the enhancement request number for future reference. c) When submitting a product defect/problem, ASP shall submit a detailed explanation of the problem with steps to reproduce the problem. In addition, ASP shall provide relevant schema definitions, data from the problem schema, complete system configuration, details on all testing that has been conducted by the ASP and appropriate error and log files that include details that highlight the problem. ASP shall have reproduced the product defect prior to submitting it to Remedy. 5. Support Availability: With Respect to Software Support and Maintenance services provided to ASP pursuant to this Agreement, Remedy agrees to offer maintenance and support for the Software and for the prior two (2) Releases preceding the then current Release of the Software during the term of this Agreement. Draft Std. U.S. ASP Agreement (9911) Page 12 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

Exhibit 10.34 NOVELL(R) CONFIDENTIAL Execution Original

NOVELL INTERNET COMMERCIAL SERVICE PROVIDER (ICSP) AGREEMENT This Agreement is entered into upon the Effective Date by and between Novell, Inc. ("Novell"), with offices at 1555 N. Technology Way, Orem, Utah 84097, and the company set forth below ("Company"). Company: Insynq, Inc. Address: 1101 Broadway Plaza, Tacoma, WA 98402 Contract Managers

C) Upon receipt by Remedy of the Annual ASP Maintenance Fee, Remedy shall provide Software Maintenance services as defined in Section 2.2 of this Exhibit and back line support to ASP. 1) There are three (3) types of issues that may be escalated to Remedy as part of backline support. These issues are (i) specific technical questions where the answer cannot be addressed by the ASP after the ASP has exhausted all its available and reasonable resources, including Remedy's manuals and on-line resources; (ii) product enhancements suggested by the End User; and (iii) product defects/problems. As additional clarification: a) Specific technical questions cover the class of issues that are generally not related to a product defect or enhancement request. b) Remedy may consider product enhancements submitted by the End User. In the event the product enhancement is original, Remedy shall create an enhancement request. Whether the product enhancement is original or not, Remedy shall provide ASP with the enhancement request number for future reference. c) When submitting a product defect/problem, ASP shall submit a detailed explanation of the problem with steps to reproduce the problem. In addition, ASP shall provide relevant schema definitions, data from the problem schema, complete system configuration, details on all testing that has been conducted by the ASP and appropriate error and log files that include details that highlight the problem. ASP shall have reproduced the product defect prior to submitting it to Remedy. 5. Support Availability: With Respect to Software Support and Maintenance services provided to ASP pursuant to this Agreement, Remedy agrees to offer maintenance and support for the Software and for the prior two (2) Releases preceding the then current Release of the Software during the term of this Agreement. Draft Std. U.S. ASP Agreement (9911) Page 12 of 12 Remedy Corporation Date: December 20, 1999 CONFIDENTIAL InSynq, Inc.

Exhibit 10.34 NOVELL(R) CONFIDENTIAL Execution Original

NOVELL INTERNET COMMERCIAL SERVICE PROVIDER (ICSP) AGREEMENT This Agreement is entered into upon the Effective Date by and between Novell, Inc. ("Novell"), with offices at 1555 N. Technology Way, Orem, Utah 84097, and the company set forth below ("Company"). Company: Insynq, Inc. Address: 1101 Broadway Plaza, Tacoma, WA 98402 Contract Managers Novell Contract Manager Company Contract Manager Name: Jim Parker Name: Art Kunz Phone: 801 222 4042 Fax: 801 222 4876 Phone: 253 284 2049 Fax: 253 284 2035

Exhibit 10.34 NOVELL(R) CONFIDENTIAL Execution Original

NOVELL INTERNET COMMERCIAL SERVICE PROVIDER (ICSP) AGREEMENT This Agreement is entered into upon the Effective Date by and between Novell, Inc. ("Novell"), with offices at 1555 N. Technology Way, Orem, Utah 84097, and the company set forth below ("Company"). Company: Insynq, Inc. Address: 1101 Broadway Plaza, Tacoma, WA 98402 Contract Managers Novell Contract Manager Company Contract Manager Name: Jim Parker Name: Art Kunz Phone: 801 222 4042 Fax: 801 222 4876 Phone: 253 284 2049 Fax: 253 284 2035
Email: Jim.parker@novell.com Email: Artk@insynq.com --------------------------------------------------------------------------------

-------------------------------------------------------------------------------Financial Contacts -----------------Novell Financial Manager Company Financial Manager

Name: Chad Downey Name: Carroll Benton Phone: 801 222 4674 Fax: 801 222 2672 Phone: 253 284 2014 Fax: 253 404 3842 Email: Cdowney@novell.com Email: Carroll@insynq.com (Contract Managers and Financial Contacts may be changed upon written notice) 1. GENERAL DESCRIPTION. Company intends to use certain Novell Software to provide software usage services, including the leasing of third party applications, to its Customers. The Novell Software will allow Customers to have use of the third party applications program by connecting to Company's servers where the applications programs reside. Except for product components that are necessary to enable Company to perform the Services for the Customer, at no time will Company download or allow any Novell Software to be downloaded onto Customers' workstations or local servers. Company will pay Novell monthly per-user fees (based on the highest count of subscribers during the month), flat fees, or per transaction fees for the Novell Software as provided herein and the ICSP Price List. 2. DEFINITIONS. 2.1 Confidential Information means the pricing and specific terms and conditions of this Agreement,
Novell ICSP Agreement Novell, Inc./Insynq, Inc. Version 1-5 April 4, 2000

Page 1

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amendments or supplements thereto, any collateral documents or materials provided in connection with this Agreement, and any other materials that the disclosing party designates as confidential in accordance with the terms of this Agreement. "Confidential Information" does not include information that (i) is already known to the receiving party at the time it is disclosed and has not been obtained wrongfully, (ii) becomes publicly known without fault of the receiving party, (iii) is independently developed by the receiving party, (iv) is approved for release in writing by the disclosing party, or (v) is disclosed without restriction by the disclosing party to a third party. 2.2 Customer means an end-user entity for which Company will perform the Services. 2.3 Effective Date means the date the Agreement is executed by an authorized representative of Novell. 2.4 End User License Agreement means the end user agreement that accompanies the Novell Software. 2.5 Internal Use means use for the Customer's internal business on computers owned or operated by Customer or Company. 2.6 Master Media means master diskettes, master CD-ROMS, or other forms of media provided by Novell which media shall contain a serial number that is unique to the Company. 2.7 Mailbox means an account for the storage of electronic messages, regardless of whether such account is attached to a network and/or remote. 2.8 Novell Software(s) means the software products that are identified in Exhibit A that are licensed by Novell to Company pursuant to this Agreement, and including all Upgrades thereto. Unless otherwise specified in the ICSP Price List, Novell Software shall not include any version of the Novell Software prior to the most current version of such Novell Software. 2.9 Payments means the Minimum Royalty, Product Royalties, and other payments as such terms are defined in Section 13. 2.10 ICSP Price List means Novell's monthly publication listing the Novell Software available to Company and the associated Product Royalties. 2.11 Royalty Report Format means the format for reporting royalties as attached as Exhibit B hereto which may be revised by Novell in accordance with Section 13.5. 2.12 Services means the Internet hosting services including Internet access, email, and other Internet-related services provided by Company to its Customers using Novell Software pursuant to the terms and conditions of this Agreement. 2.13 Term means the term of this Agreement as specified in Section 15.1. 2.14 Territory means worldwide. 2.15 Upgrades means any new version of a Novell Software which bears the same product name, including version changes evidenced by a number change immediately to either the right or left of the decimal (For example GroupWise 4.0 to 5.0 or 5.1 to 5.2). If a question arises as to whether a product offering is an Upgrade or a new product,
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amendments or supplements thereto, any collateral documents or materials provided in connection with this Agreement, and any other materials that the disclosing party designates as confidential in accordance with the terms of this Agreement. "Confidential Information" does not include information that (i) is already known to the receiving party at the time it is disclosed and has not been obtained wrongfully, (ii) becomes publicly known without fault of the receiving party, (iii) is independently developed by the receiving party, (iv) is approved for release in writing by the disclosing party, or (v) is disclosed without restriction by the disclosing party to a third party. 2.2 Customer means an end-user entity for which Company will perform the Services. 2.3 Effective Date means the date the Agreement is executed by an authorized representative of Novell. 2.4 End User License Agreement means the end user agreement that accompanies the Novell Software. 2.5 Internal Use means use for the Customer's internal business on computers owned or operated by Customer or Company. 2.6 Master Media means master diskettes, master CD-ROMS, or other forms of media provided by Novell which media shall contain a serial number that is unique to the Company. 2.7 Mailbox means an account for the storage of electronic messages, regardless of whether such account is attached to a network and/or remote. 2.8 Novell Software(s) means the software products that are identified in Exhibit A that are licensed by Novell to Company pursuant to this Agreement, and including all Upgrades thereto. Unless otherwise specified in the ICSP Price List, Novell Software shall not include any version of the Novell Software prior to the most current version of such Novell Software. 2.9 Payments means the Minimum Royalty, Product Royalties, and other payments as such terms are defined in Section 13. 2.10 ICSP Price List means Novell's monthly publication listing the Novell Software available to Company and the associated Product Royalties. 2.11 Royalty Report Format means the format for reporting royalties as attached as Exhibit B hereto which may be revised by Novell in accordance with Section 13.5. 2.12 Services means the Internet hosting services including Internet access, email, and other Internet-related services provided by Company to its Customers using Novell Software pursuant to the terms and conditions of this Agreement. 2.13 Term means the term of this Agreement as specified in Section 15.1. 2.14 Territory means worldwide. 2.15 Upgrades means any new version of a Novell Software which bears the same product name, including version changes evidenced by a number change immediately to either the right or left of the decimal (For example GroupWise 4.0 to 5.0 or 5.1 to 5.2). If a question arises as to whether a product offering is an Upgrade or a new product,
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Novell's opinion will prevail, provided that Novell treats the product offering the same for its end user customers generally. 2.16 User(s) means any person or entity who subscribes to or uses the Services of Company. Company will ensure that each User is assigned a User ID or user account number. Except for Company, User does not include an entity which resells, sells, licenses, rents, transfers, or leases the Novell Software to other parties or that otherwise derives revenue from the Novell Software. 3. MASTER MEDIA. Novell will provide Company with one set of Master Media for applicable Novell Software. Novell may update the Master Media and ship the updated Master Media to Company from time to time. The Master Media contains a serial number that has been registered by Novell to Company. Novell may identify portions of the Novell Software that are to be downloaded by Company electronically from a web site, in which case the version downloaded shall be deemed Master Media. Company agrees to faithfully and accurately reproduce any and all ID banners, serial numbers, trademark, trade name, copyright, and other notices contained in the Novell Software and to use the Master Media in accordance with serialization procedures established by Novell and in effect from time to time. Company covenants that it will not duplicate the Master Media nor will it distribute, sell, give, lend, lease, or otherwise transfer the Master Media to any Customer or other party, and Company covenants that it will not make unauthorized copies or allow any other party to make unauthorized copies. Violation of the provisions of this Section will be deemed to be a material breach of this Agreement entitling Novell to terminate this Agreement under Section 15.3. Company agrees to be responsible for and indemnify Novell against any unauthorized use of the Novell Software by any of its Customers. 4. LICENSE GRANT. Subject to the terms and conditions of this Agreement and conditional upon Company making the applicable Payments, Novell makes available to Company a non-exclusive, non-transferable, nonperpetual, limited license only during the Term and only in the Territory, to make copies of the Novell Software from Master Media and to use and distribute such copies of the Novell Software internally within Company solely for the purposes of implementing and deploying the Service to Customers but only as expressly permitted herein. Any other use by Company (including Company's internal business systems) of Novell Software must be by a separate license agreement. Company is granted no express or implied right to modify or alter the Novell Software in any way. Novell Software shall be used only to allow the Customer to access the functionality of the Company's network via an Internet browser software or Company client software. 5. LICENSE RESTRICTIONS. Company agrees to abide by the terms and conditions of any End User License Agreement (EULA) accompanying the Novell Software and shall not delete, modify, or amend the terms thereof. Upgrades may be subject to additional terms that add to or modify the terms of the Services, licenses and restrictions. In addition, each Novell Software will be subject to any license rights and restrictions accompanying the Novell Software. Company agrees to exercise commercially reasonable efforts to ensure that each Customer using the software license through Company understands, and agrees to be bound by, the applicable Novell End User License Agreement. In the event of any conflict between the license rights and restrictions in this Agreement and the license rights and restrictions accompanying the Novell Software, this Agreement shall supercede, as between Novell and Company, except in the event that the Novell Software (i) is accompanied by a license agreement where Novell is not the licensor, or (ii) is a pre-release product (e.g.
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Novell's opinion will prevail, provided that Novell treats the product offering the same for its end user customers generally. 2.16 User(s) means any person or entity who subscribes to or uses the Services of Company. Company will ensure that each User is assigned a User ID or user account number. Except for Company, User does not include an entity which resells, sells, licenses, rents, transfers, or leases the Novell Software to other parties or that otherwise derives revenue from the Novell Software. 3. MASTER MEDIA. Novell will provide Company with one set of Master Media for applicable Novell Software. Novell may update the Master Media and ship the updated Master Media to Company from time to time. The Master Media contains a serial number that has been registered by Novell to Company. Novell may identify portions of the Novell Software that are to be downloaded by Company electronically from a web site, in which case the version downloaded shall be deemed Master Media. Company agrees to faithfully and accurately reproduce any and all ID banners, serial numbers, trademark, trade name, copyright, and other notices contained in the Novell Software and to use the Master Media in accordance with serialization procedures established by Novell and in effect from time to time. Company covenants that it will not duplicate the Master Media nor will it distribute, sell, give, lend, lease, or otherwise transfer the Master Media to any Customer or other party, and Company covenants that it will not make unauthorized copies or allow any other party to make unauthorized copies. Violation of the provisions of this Section will be deemed to be a material breach of this Agreement entitling Novell to terminate this Agreement under Section 15.3. Company agrees to be responsible for and indemnify Novell against any unauthorized use of the Novell Software by any of its Customers. 4. LICENSE GRANT. Subject to the terms and conditions of this Agreement and conditional upon Company making the applicable Payments, Novell makes available to Company a non-exclusive, non-transferable, nonperpetual, limited license only during the Term and only in the Territory, to make copies of the Novell Software from Master Media and to use and distribute such copies of the Novell Software internally within Company solely for the purposes of implementing and deploying the Service to Customers but only as expressly permitted herein. Any other use by Company (including Company's internal business systems) of Novell Software must be by a separate license agreement. Company is granted no express or implied right to modify or alter the Novell Software in any way. Novell Software shall be used only to allow the Customer to access the functionality of the Company's network via an Internet browser software or Company client software. 5. LICENSE RESTRICTIONS. Company agrees to abide by the terms and conditions of any End User License Agreement (EULA) accompanying the Novell Software and shall not delete, modify, or amend the terms thereof. Upgrades may be subject to additional terms that add to or modify the terms of the Services, licenses and restrictions. In addition, each Novell Software will be subject to any license rights and restrictions accompanying the Novell Software. Company agrees to exercise commercially reasonable efforts to ensure that each Customer using the software license through Company understands, and agrees to be bound by, the applicable Novell End User License Agreement. In the event of any conflict between the license rights and restrictions in this Agreement and the license rights and restrictions accompanying the Novell Software, this Agreement shall supercede, as between Novell and Company, except in the event that the Novell Software (i) is accompanied by a license agreement where Novell is not the licensor, or (ii) is a pre-release product (e.g.
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early access release or beta), in which case all of the terms and conditions accompanying the Novell Software shall supercede the terms and conditions of this Agreement. In addition, Novell Software may include a component or product of a third party that is subject to additional restrictions as specified by Novell to Company. All rights not specifically granted in this Agreement are reserved by Novell. 6. SERVICES. 6.1 No Customer Access to Novell Software. Company may perform the Services by placing and using the Novell Software on its own servers. Under no conditions may Customer, its employees or contractors have physical or administrative access to the Novell Software, nor to the server on which the Novell Software resides. Violation of the provisions of this Section will be deemed to be a material breach of this Agreement entitling Novell to terminate this Agreement under Section 15.3. 6.2 Alternative Client Interface. The Customer interface/client must not violate any intellectual property rights of Novell or its licensors, and no license is granted to Company under this Agreement with respect to development or use of any Customer interface/client. 7. SUPPORT. Company shall be responsible for providing all support to Customers and shall instruct Customers how to obtain support from Company. Neither Customer nor Company is entitled to receive technical or other support from Novell under the terms of this Agreement. If Company desires to receive technical support from Novell, Company may purchase support from Novell pursuant to a separate agreement and in accordance with Novell's then current support offerings. 8. UPGRADES. During the term hereof, Novell may release Upgrades to the Novell Software Company licenses hereunder in which case Novell may make available to Company a license to use the Upgrade subject to the provisions in the applicable license terms. 9. ICSP PRICE LIST. The ICSP Price List shall contain all Novell Software available for use in support of the Services and their associated prices. Novell reserves the right to add or withdraw products from the ICSP Price List at any time. Novell also reserves the right to increase or reduce the prices or discounts. Price list and/or discount increases or decreases will become effective 30 days after being issued. If Novell removes any product from the ICSP Price List, (a) it shall so notify Company following which Company may not make any additional copies of such Novell Software following notification, (b) Company shall discontinue use of such Novell Software within ninety (90) days of receipt of such notification unless it obtains written permission from Novell not to discontinue use based on technical reasons or application requirements of the Customer. The ICSP Price List and all pricing terms shall be treated by Company as Confidential Information of Novell and shall not be disclosed without Novell's prior written consent. Novell may offer Company new products related to the Service through updates to or replacement of the ICSP Price List. Each updated or new ICSP Price List will describe the new product, identify any additional license fees associated with the new product, and identify license rights and restrictions for the new product. 10. THIRD PARTY PRODUCTS. From time to time, Novell Software may include a component or product of a third party that is accompanied by a license agreement where such third party (rather than Novell) is the licensor of such component or product ("Third Party Product"). Notwithstanding anything to the contrary herein, Company's and the Customer's use of any Third Party Product shall be governed by the terms of
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the license agreement accompanying the Third Party Product ("Third Party License"), which are unmodified by this Agreement. In addition, Company is prohibited from using the Third Party Product in connection with providing Services except to the extent that such use by Company is permitted under the terms and conditions of the Third Party License. 11. EVALUATION & KEY ACTIVATION PRODUCTS. From time to time, Novell Software may include a component or product that is provided for evaluation purposes only or that requires purchase of an activation key if continued use is desired. Notwithstanding anything to the contrary herein, Company's and the Customer's use of the foregoing shall be governed by the terms of the accompanying license agreement, which terms are unmodified by this Agreement. Purchase of any such activation key shall be outside the scope of this Agreement and shall be treated as a separate transaction. In addition, Company is prohibited from using the foregoing component or product in connection with providing Services except to the extent that such use by Company is permitted under the terms and conditions of the accompanying license agreement. 12. IMPLEMENTATION & NON-EXCLUSIVENESS. Company will be responsible for the design, implementation, cost, marketing, and day-to-day operation of the Services. Novell's only obligations with respect to the Service shall be as expressly set forth in this Agreement. The parties agree that this Agreement is nonexclusive and Novell shall be free to license similar or equivalent services to other parties, including Company's competitors. Prior to the commercial availability of any Services to be provided under this Agreement, Company will provide the Novell Contract Manager with a detailed description of such Services. 13. PAYMENTS AND REPORTING. Company shall pay to Novell the specified fees set forth in this Section 13 and the ICSP Price List. 13.1 Program Enrollment Fee. Company agrees to pay Novell upon signature hereof a Program Enrollment Fee of $1,000.00. 13.2 Monthly Royalty. Company agrees to pay Novell Monthly Royalties (as set forth in the ICSP Price List) for each User of each Novell Software shipped to Company hereunder. The Monthly Royalty will be calculated using the highest number of Users of a particular product during the month. 13.3 Minimum Royalty. Company agrees to pay a minimum monthly royalty equal to the royalty for 1,000 Users or Accounts for each Novell Software shipped to Company hereunder. The Minimum Royalty cannot be taken as a credit against future Product Royalties owed or otherwise offset. 13.4 Third-Party Royalties. The use and copying of some Novell Software may require payment of royalties to third-party licensors. If such products are made available hereunder, and if Company elects to use such products, Company must report (in a form and manner specified by Novell) the number of copies of all such products and must pay the required royalties, provided that Novell gives Company written notice of the royalty obligation at or before the time Company begins copying or using such products under this Agreement. 13.5 Subscription Royalty Report and Payment. Company shall prepare and submit to Novell no later than the 10th day of each calendar month a Subscription Royalty Report, the Novell ICSP Agreement Version 1-5 April 4, 2000 Novell, Inc./Insynq, Inc. Page 5

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=============================================================================== form of which will be provided by Novell and may be modified from time to time. Novell will invoice Company based on the Subscription Royalty Report received from Company and Company shall pay such invoice within 30 days of the date of invoice or within 30 days of the date that the Subscription Royalty Report was due, whichever was the earlier. All payments shall be made payable to Novell, Inc. and sent to Novell at the address provided by Novell from time to time. Payments made later than the due date will accrue interest from the date due to the date paid at the greater of 12% or the highest rate allowed by applicable law. Company agrees to pay reasonable costs and attorney's fees if Novell is required to undertake collection against Company. 13.6 Invoice Disputes. Company agrees to give Novell written notice of any ---------------dispute Company may have concerning any invoice issued by Novell to Company within 60 days from the date of the invoice. If company fails to do so, Company agrees that Novell may conclusively presume the invoice to be accurate.

13.7

Tax. All Payments required under this Agreement shall be non--refundable and non-cancelable. All Payments shall be in U.S. dollars, and shall be exclusive of any federal, state, municipal or other government taxes, duties, excises or tariffs now or hereinafter imposed on the production, storage, sale, transportation, import or export, or use of Novell Software, including sales, use, excise, goods and services, and value added taxes, but excluding any taxes or fees based on Novell's net income. Any taxes, duties, excises, tariffs, fees, or levies imposed on license fees paid hereunder or against this Agreement, except for taxes or fees based on Novell's net income, shall be the responsibility of Company, and if rightfully paid or incurred by Novell, shall be promptly reimbursed to Novell by Company upon receipt of an invoice from Novell. Tax Exemption. In the event that Company is required to withhold and ------------pay any taxes, duties, excises, tariffs, fees, or levies imposed on license fees paid hereunder to a governmental entity other than the United States and Novell is, or would be, entitled to a credit for those taxes, duties, excises, tariffs, fees, or levies under a treaty between the United States and that governmental entity, Company shall (i) withhold the amount imposed from amounts otherwise due Novell and shall without undue delay, pay the amount imposed to the governmental entity and (ii) shall, as promptly as possible, send to Novell an official tax receipt or other evidence issued by the governmental entity in a form complying with the treaty.

13.8

Formal Audit. During the Term and for a period of two years -----------thereafter, Company agrees to keep and maintain, in a true and accurate manner, all usual and proper records and books of account and all usual and proper entries relating to each unit of Novell Software licensed or distributed including without limitation records of Users and monthly use. In order to verify statements issued by Company and Company's compliance with the terms of this Agreement, Novell may cause (i) an audit to be made of the relevant Company books, records and networks and/or (ii) an inspection to be made of the relevant Company facilities, networks and procedures. Any audit or inspection shall be made by -------------------------------------------------------------------------------Novell ICSP Agreement Version 1-5 April 4, 2000 Novell, Inc./Insynq, Inc. Page 6

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Novell or its agents. Any audit and/or inspection shall be conducted during regular business hours at Company's facilities, upon three (3) days prior written notice, and shall be conducted so as not to interfere with Company's normal business activities. Novell shall give Company a summary report containing only the information necessary to indicate compliance or non-compliance with this Agreement. Company agrees to provide the auditor or inspection team access to the relevant Company records and facilities. Prompt adjustment shall be made to compensate Novell for any errors or omissions disclosed by such audit. Any such audit shall be paid for by Novell unless material discrepancies are disclosed. "Material" means that the difference between what was reported to Novell and the actual royalty due Novell was at least 5% of the amount reported to Novell. If material discrepancies are disclosed, Company agrees to pay Novell for the costs associated with the audit in addition to the material discrepancy. 14. OWNERSHIP & RESTRICTIONS. 14.1 No title to or ownership of any Novell Software is transferred to Company or to Customer, whether by implication, estoppel or otherwise. All right, title, and interest in and to the Novell Software shall remain in Novell or Novell's licensors. No Novell or Novell Software trademarks are licensed to Company hereunder. If Company becomes aware of any actual or potential unauthorized copying or other unauthorized use of the Novell Software provided through Company hereunder by any Customer or any third party, Company agrees to promptly report such activity or potential activity to Novell. In such event, or in the case that Novell becomes aware of such activity, Company agrees to provide reasonable assistance to Novell as requested by Novell in investigating such activity or potential activity and in enforcing Novell's rights against such Customer or third party, provided Novell reimburses Company its reasonable out- of-pocket expenses in doing so, which expenses will not include attorney's fees or reimbursement of employee time in reasonable cooperation with Novell or its counsel. Any damages or other compensation awarded or received as a result of such investigation or the bringing of any related claims, or by way of settlement of such claims, will belong solely to Novell. This section will survive for a period of two (2) years after the expiration or termination hereof. 14.2 Company shall not decompile, reverse compile, reverse assemble, modify in any way, or perform any similar type of operation on Novell Software. Company agrees that any such resulting works are the sole and exclusive property of Novell. Nevertheless, Company shall be free of the foregoing restriction to the extent such restrictions are not allowed by law. 15. TERM AND TERMINATION. 15.1 Term. This Agreement shall be effective upon the Effective Date and shall remain in force for a period of one year unless earlier terminated as provided in this Section 15 and will automatically renew for additional one year periods unless either party provides to the other, no less than 30 days prior to the expiration date, written notice of its intent to allow the Agreement to expire.
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15.2 Termination for Convenience. Notwithstanding the terms of Section 15.1, either party may terminate this Agreement at any time without cause upon not less than 90 days written notice to the other party. The termination date must be the last day of a calendar month. If Company terminates for convenience under this paragraph prior

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Novell or its agents. Any audit and/or inspection shall be conducted during regular business hours at Company's facilities, upon three (3) days prior written notice, and shall be conducted so as not to interfere with Company's normal business activities. Novell shall give Company a summary report containing only the information necessary to indicate compliance or non-compliance with this Agreement. Company agrees to provide the auditor or inspection team access to the relevant Company records and facilities. Prompt adjustment shall be made to compensate Novell for any errors or omissions disclosed by such audit. Any such audit shall be paid for by Novell unless material discrepancies are disclosed. "Material" means that the difference between what was reported to Novell and the actual royalty due Novell was at least 5% of the amount reported to Novell. If material discrepancies are disclosed, Company agrees to pay Novell for the costs associated with the audit in addition to the material discrepancy. 14. OWNERSHIP & RESTRICTIONS. 14.1 No title to or ownership of any Novell Software is transferred to Company or to Customer, whether by implication, estoppel or otherwise. All right, title, and interest in and to the Novell Software shall remain in Novell or Novell's licensors. No Novell or Novell Software trademarks are licensed to Company hereunder. If Company becomes aware of any actual or potential unauthorized copying or other unauthorized use of the Novell Software provided through Company hereunder by any Customer or any third party, Company agrees to promptly report such activity or potential activity to Novell. In such event, or in the case that Novell becomes aware of such activity, Company agrees to provide reasonable assistance to Novell as requested by Novell in investigating such activity or potential activity and in enforcing Novell's rights against such Customer or third party, provided Novell reimburses Company its reasonable out- of-pocket expenses in doing so, which expenses will not include attorney's fees or reimbursement of employee time in reasonable cooperation with Novell or its counsel. Any damages or other compensation awarded or received as a result of such investigation or the bringing of any related claims, or by way of settlement of such claims, will belong solely to Novell. This section will survive for a period of two (2) years after the expiration or termination hereof. 14.2 Company shall not decompile, reverse compile, reverse assemble, modify in any way, or perform any similar type of operation on Novell Software. Company agrees that any such resulting works are the sole and exclusive property of Novell. Nevertheless, Company shall be free of the foregoing restriction to the extent such restrictions are not allowed by law. 15. TERM AND TERMINATION. 15.1 Term. This Agreement shall be effective upon the Effective Date and shall remain in force for a period of one year unless earlier terminated as provided in this Section 15 and will automatically renew for additional one year periods unless either party provides to the other, no less than 30 days prior to the expiration date, written notice of its intent to allow the Agreement to expire.
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15.2 Termination for Convenience. Notwithstanding the terms of Section 15.1, either party may terminate this Agreement at any time without cause upon not less than 90 days written notice to the other party. The termination date must be the last day of a calendar month. If Company terminates for convenience under this paragraph prior

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15.2 Termination for Convenience. Notwithstanding the terms of Section 15.1, either party may terminate this Agreement at any time without cause upon not less than 90 days written notice to the other party. The termination date must be the last day of a calendar month. If Company terminates for convenience under this paragraph prior to six months following the commencement hereof, it agrees to pay Novell a royalty equivalent to three months' minimum royalty for each Novell Software licensed under this Agreement. 15.3 Termination for Breach. In addition to any other rights or remedies available at law or in equity, either party may terminate this agreement upon any of the following: i. The other party is in breach of any material obligation hereunder and such breach is not cured within thirty (30) days following receipt of written notice specifying the breach and requiring its remedy. Failure to make timely Payments shall be considered a breach of a material obligation. ii. The other party is dissolved, is involved in a financial restructuring or reorganization, or attempts to assign this Agreement or any of its rights thereunder in violation of this Agreement. iii. The other party is not paying its debts as the debts become due, becomes insolvent, files or has filed against it a petition under any bankruptcy law, proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, makes an assignment or trust mortgage for the benefit of creditors, or if a receiver trustee, custodian or similar agent is appointed or takes possession of any property or business. 15.4 Effect of Termination or Expiration. Upon expiration or any termination of this Agreement, all rights and licenses granted to Company shall immediately terminate; provided, however, that in the event Company terminates the Agreement for Novell's breach under Section 15.3, or Novell terminates for convenience under Section 15.2, for a period not to exceed 90 days after termination, all rights, licenses and obligations of Company shall continue to the minimum extent necessary to allow Company to continue providing the Service (including but not limited to the obligation to make Payments and submit royalty reports to Novell). Upon expiration or termination of this Agreement (or the end of the 90 day period allowed in the event of termination by Company for Novell's breach or Novell's termination for convenience), Company shall immediately cease use of Novell Software (including Master Media), and shall discontinue providing the Service and ensure that all Novell Software (including Master Media) are returned to Novell within five (5) days and certify in writing to Novell that it has returned all Novell Software (including Master Media) to Novell. Breach of this provision shall be regarded as a material breach of this Agreement and will entitle Novell to seek any remedy or damages provided hereunder or by law including, without limitation, specific performance and damages including, among other damages, the retail value of the Novell Software used in the Services for said Customer. Prior to returning any software to Novell, Company
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must first obtain an RMA (returned merchandise authorization) number from Novell. 16. CONFIDENTIALITY. The parties agree that any Confidential Information provided under the Agreement shall be held and maintained in strict confidence. Each party agrees to protect the confidentiality of such information in a manner consistent with the way a reasonable person would protect similar Confidential Information. "Confidential Information" means the information and materials marked by a party as confidential and

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must first obtain an RMA (returned merchandise authorization) number from Novell. 16. CONFIDENTIALITY. The parties agree that any Confidential Information provided under the Agreement shall be held and maintained in strict confidence. Each party agrees to protect the confidentiality of such information in a manner consistent with the way a reasonable person would protect similar Confidential Information. "Confidential Information" means the information and materials marked by a party as confidential and proprietary. "Confidential Information" does not include information that (i) is already known to the receiving party at the time it is disclosed and has not been obtained wrongfully, (ii) becomes publicly known without fault of the receiving party, (iii) is independently developed by the receiving party, (iv) is approved for release in writing by the disclosing party, (v) is disclosed without restriction by the disclosing party to a third party, or (vi) is disclosed pursuant to legal obligations beyond the control of the disclosing and receiving parties. 17. WARRANTY. Novell warrants any Master Media against physical defects for a period of 90 days after receipt by Company. Company's sole remedy for defective Master Media is replacement of such Master Media. EXCEPT AS OTHERWISE SPECIFIED IN THIS SECTION 17, THE NOVELL SOFTWARE IS PROVIDED "AS IS" AND NOVELL EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY IS CAUTIONED TO DETERMINE FOR ITSELF THE SCALABILITY AND SUITABILITY OF THE NOVELL SOFTWARE FOR THE SERVICES COMPANY DESIRES TO PROVIDE TO CUSTOMERS UNDER THIS AGREEMENT AND ASSUMES ALL RISK WITH RESPECT THERETO. 17.1 Warranty Representations. Company is not authorized to make any warranty commitment on Novell's behalf, whether written or oral, other than those contained in the applicable Novell End User License Agreement. 18. INDEMNIFICATION. 18.1 Indemnification by Novell i. Novell shall, at its expense and Company's request, defend any claim or action brought against Company that arises from or is related to any claim that the Novell Software as delivered to Company infringes any patent, copyright or trademark of any third party in the country in which the Customer is provided the Service and Novell will indemnify and hold Company harmless from and against any costs, damages and fees reasonably incurred by Company. The foregoing rights to defense and indemnity shall exclude all claims for which Novell has a right to indemnification by Company pursuant to Section 18.2 and are subject to the following: (i) Company shall promptly notify Novell in writing of the claim; and (ii) Novell shall have the sole control of the defense of the action and all negotiations for its settlement and compromise. Novell's indemnification obligations in aggregate shall not in any event exceed the total amounts paid by Company to Novell during the preceding twelve months under this Agreement. ii. Should Novell Software, or the operation, marketing or distribution thereof in accordance with the rights Novell ICSP Agreement Version 1-5 April 4, 2000 Novell, Inc./Insynq, Inc. Page 9
CONFIDENTIAL Execution Original ================================================================================ granted in this Agreement, become, or in Novell's opinion be likely to become, the subject of infringement or otherwise violative of a third party's right, Company shall permit Novell, at its option and expense, to either (i) procure for NOVELL(R)

CONFIDENTIAL Execution Original ================================================================================ granted in this Agreement, become, or in Novell's opinion be likely to become, the subject of infringement or otherwise violative of a third party's right, Company shall permit Novell, at its option and expense, to either (i) procure for Company the right to continue using Novell Software, or (ii) replace or modify Novell Software so that they become noninfringing, provided such replaced or modified Novell Software retains comparable functionality, or if neither (i) nor (ii) is commercially and reasonably available, (iii) terminate this Agreement. Novell shall have no liability to Company under any provision of this Agreement with respect to any claim of infringement which is based on the combination or utilization of software, equipment or devices not provided by Novell or the modification of Novell Software furnished under this Agreement where the claim could not have been based on the use of Novell Software as provided by Novell. 18.2 Indemnification by Company -------------------------i. Company agrees to indemnify, defend and hold Novell harmless from any and all damages, liabilities, costs and expenses incurred by Novell as a result of any claims, judgments or adjudication against Novell arising from or related to the Service or use or distribution of Novell Software by or for Company, including but not limited to claims, judgments or adjudication regarding data that is lost, stolen or damaged and materials that are defamatory, libelous, illegal, pornographic, infringing on other parties' intellectual property rights, or otherwise subject to legal action (such as "spam") being carried over the Service by Company or users of the Service, provided: (i) Novell shall promptly notify Company in writing of the claim; and (ii) Company shall have the sole control of the defense of the action and Novell uses reasonable efforts to provide Company, at Company's expense, with information and assistance for its defense, settlement and/or compromise.

NOVELL(R)

19. LIMITATION OF LIABILITY. NOVELL'S ENTIRE LIABILITY AND COMPANY'S EXCLUSIVE REMEDY FOR ANY CLAIMS CONCERNING THIS AGREEMENT AND NOVELL SOFTWARE OR UPGRADES ARE SET FORTH IN THIS SECTION AND SECTION 19.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER (WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY) FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE NOVELL SOFTWARE OR UPGRADES THAT ARE SUBJECT TO THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. 19.1 Aggregate Liability. Save for death or personal injury caused by the negligence of Novell or its employees, Novell's liability for direct damages to Company for any cause whatsoever, except as otherwise stated in this Section or in Section 19.2, and regardless of the form of action, will be limited to the greater of 1) US$100,000 or 2) the total amount of royalties paid by Company, less any applicable discount, for the Novell Software that caused the damage or gave Novell ICSP Agreement Version 1-5 April 4, 2000 Novell, Inc./Insynq, Inc. Page 10
NOVELL(R) CONFIDENTIAL Execution Original ================================================================================ rise to the cause of action calculated from the period of six months prior to the date that the cause of action arose. This limitation does not apply to the payment of the costs, damages, and attorney's fees or to claims by Company for death, personal injury, or damage to real property or tangible personal property caused by Novell's

NOVELL(R)

CONFIDENTIAL Execution Original ================================================================================ rise to the cause of action calculated from the period of six months prior to the date that the cause of action arose. This limitation does not apply to the payment of the costs, damages, and attorney's fees or to claims by Company for death, personal injury, or damage to real property or tangible personal property caused by Novell's negligence. 19.2 Third Party Claims. Save for death or personal injury caused by -----------------Novell or its employees, Novell shall not be liable for any claim by the Company based on any third party claim.

20. GENERAL PROVISIONS. 20.1 Notice. Unless otherwise agreed to by the parties, all notices required under this Agreement shall be deemed effective when received and made in writing by either (i) registered mail, (ii) certified mail, return receipt requested, (iii) overnight mail, addressed and sent to the attention, or (iv) by telephone facsimile transfer with confirmation: Novell, Inc. 1555 North Technology Way MS ORM-H-211 Orem, Utah 84097 Attn:: ICSP Contracts Manager Insynq, Inc. 1101 Broadway Plaza Tacoma, WA 98402 Attn: Art Kunz with a copy of legal notices to: Novell, Inc 1555 North Technology Way MS ORM-H-211 Orem, Utah 84097 Attn: General Counsel Insynq, Inc. 1101 Broadway Plaza Tacoma, WA 98402 Attn: Art Kunz The above addresses may be changed by providing written notice to the other party. 20.2 Construction. The headings of this Agreement are provided for reference only and shall not be used as a guide to interpretation. 20.3 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Utah, excluding those laws governing conflicts of law. In addition, the parties agree that any action relating to or arising under this Agreement shall be instituted and prosecuted exclusively in the courts of competent jurisdiction of the State of Utah. 20.4 Force Majeure. If either party shall be prevented from performing any portion of this Agreement (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, the defaulting party shall be excused from performance for the period of the delay and for a reasonable time thereafter.

20.5 Survival of Terms. The provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement will survive and remain in effect until all obligations are satisfied. 20.6 Waiver. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of the right or remedy on any other occasion.
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CONFIDENTIAL Execution Original ================================================================================ 20.7 Complete Understanding. This Agreement expresses the final, complete ---------------------and exclusive agreement and understanding between the parties with respect to their subject matter and supersede all previous communications, representations or agreements, whether, written or oral, with respect to the subject matter hereof. Neither of the parties shall be bound by any conditions, definitions, warranties understandings or representations with respect to the subject matter other than as expressly provided under this Agreement. This Agreement may not be modified by usage of trade, course of dealing or otherwise. This Agreement is subject to amendment or modification only by a writing duly signed by both parties. 20.8 Assignment. This Agreement is not assignable by Company, in whole or ---------in part, including assignments by operation of law, without Novell's prior written consent. However, Novell shall not unreasonably withhold consent to assignment of this Agreement by Company in connection with a sale or transfer of substantially all of Company's assets related to this Agreement. Any attempted assignment without Novell's written consent will be null and void. Novell may, without Company's consent, assign this Agreement without consent in the event Novell sells or transfers substantially all of the related assets or technology. Severability. If any provision of this Agreement is held invalid, -----------illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purpose of this Agreement as originally expressed with the invalid, illegal or unenforceable provision. Independent Contractors. Both parties to this Agreement are ----------------------independent contractors and each agrees not to represent itself as an agent or legal representative of the other party. Compliance with Laws. Company shall comply, at Company's own expense, -------------------with all statutes, regulations, rules, ordinances, and orders of any government body, department or agency which apply to or result from Company's obligations under this Agreement. Export of Technical Data. Company agrees to comply with all -----------------------applicable US and foreign export/import laws and regulations. Company agrees not to export any Custom Software directly or indirectly, separately or as part of a system, without first obtaining proper authority to do so from the appropriate governmental agencies or entities, as may be required by law. Company acknowledges that U.S. export control laws and regulations apply to technology and software supplied by Novell. If Novell's shipping documents indicate that technology and/or software has been exported to Company under License Exception TSR (Technical Software Restricted), Company agrees Clause 20.12.1 below applies. If Novell's shipping documents indicate that

20.9

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20.11

20.12

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CONFIDENTIAL Execution Original ================================================================================ 20.7 Complete Understanding. This Agreement expresses the final, complete ---------------------and exclusive agreement and understanding between the parties with respect to their subject matter and supersede all previous communications, representations or agreements, whether, written or oral, with respect to the subject matter hereof. Neither of the parties shall be bound by any conditions, definitions, warranties understandings or representations with respect to the subject matter other than as expressly provided under this Agreement. This Agreement may not be modified by usage of trade, course of dealing or otherwise. This Agreement is subject to amendment or modification only by a writing duly signed by both parties. 20.8 Assignment. This Agreement is not assignable by Company, in whole or ---------in part, including assignments by operation of law, without Novell's prior written consent. However, Novell shall not unreasonably withhold consent to assignment of this Agreement by Company in connection with a sale or transfer of substantially all of Company's assets related to this Agreement. Any attempted assignment without Novell's written consent will be null and void. Novell may, without Company's consent, assign this Agreement without consent in the event Novell sells or transfers substantially all of the related assets or technology. Severability. If any provision of this Agreement is held invalid, -----------illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purpose of this Agreement as originally expressed with the invalid, illegal or unenforceable provision. Independent Contractors. Both parties to this Agreement are ----------------------independent contractors and each agrees not to represent itself as an agent or legal representative of the other party. Compliance with Laws. Company shall comply, at Company's own expense, -------------------with all statutes, regulations, rules, ordinances, and orders of any government body, department or agency which apply to or result from Company's obligations under this Agreement. Export of Technical Data. Company agrees to comply with all -----------------------applicable US and foreign export/import laws and regulations. Company agrees not to export any Custom Software directly or indirectly, separately or as part of a system, without first obtaining proper authority to do so from the appropriate governmental agencies or entities, as may be required by law. Company acknowledges that U.S. export control laws and regulations apply to technology and software supplied by Novell. If Novell's shipping documents indicate that technology and/or software has been exported to Company under License Exception TSR (Technical Software Restricted), Company agrees Clause 20.12.1 below applies. If Novell's shipping documents indicate that software has been exported to Company under License Exception TMP (Temporary), Company agrees Clause 20.12.2 below applies. 1. Company will not knowingly export or re-export the technology and/or software supplied by Novell to any country or entity or for any use

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CONFIDENTIAL

NOVELL(R)

CONFIDENTIAL Execution Original ================================================================================

prohibited by the U.S. Export Administration Regulations ("EAR") unless authorized by the U.S. Gov't. 2. Company certifies that this beta test software will only be used for beta testing purposes, and will not be leased, sub-licensed, assigned or otherwise transferred, or export any product, process or services that is the direct product of the beta test software. IN WITNESS WHEREOF the parties have entered into this Agreement to take effect on the Effective Date specified in the title to this Agreement.
Accepted by: NOVELL, INC. /s/ Mike Bready ------------------------------Authorized Signature Mike Bready ------------------------------Name Printed Director of Contracts ------------------------------Title 7/24/00 ------------------------------Date Insynq, Inc. /s/ M. Carroll Benton ---------------------------------Authorized Signature M. Carroll Benton ---------------------------------Name Printed CAO/Controller ---------------------------------Title 4/20/00 ---------------------------------Date

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Exhibit A Licensed Products, Prices, and Volume Discounts The following products are licensed to Company pursuant to Section 2.8 of the Agreement:
-------------------------------------------------------------------------------Product name Monthly Royalty per User (USD) -------------------------------------------------------------------------------Novell Directory Services eDirectory (NDS) 0.10 -------------------------------------------------------------------------------GroupWise Web Access (GW) 0.05 -------------------------------------------------------------------------------Novell Internet Messaging System (NIMS) 0.05 -------------------------------------------------------------------------------BorderManager Enterprise Edition (BM) 0.80 -------------------------------------------------------------------------------BorderManager VPN Services (BMVPN) 0.38 -------------------------------------------------------------------------------BorderManager Firewall Services (BMF) 0.55 --------------------------------------------------------------------------------

CONFIDENTIAL Execution Original ================================================================================

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Exhibit A Licensed Products, Prices, and Volume Discounts The following products are licensed to Company pursuant to Section 2.8 of the Agreement:
-------------------------------------------------------------------------------Product name Monthly Royalty per User (USD) -------------------------------------------------------------------------------Novell Directory Services eDirectory (NDS) 0.10 -------------------------------------------------------------------------------GroupWise Web Access (GW) 0.05 -------------------------------------------------------------------------------Novell Internet Messaging System (NIMS) 0.05 -------------------------------------------------------------------------------BorderManager Enterprise Edition (BM) 0.80 -------------------------------------------------------------------------------BorderManager VPN Services (BMVPN) 0.38 -------------------------------------------------------------------------------BorderManager Firewall Services (BMF) 0.55 -------------------------------------------------------------------------------BorderManager BMAS Services (BMAS) 0.20 -------------------------------------------------------------------------------Novell Software On-Demand (OD) 1.10 -------------------------------------------------------------------------------ZENworks for Desktops 1.00 -------------------------------------------------------------------------------Net Publisher 0.34 --------------------------------------------------------------------------------

Company may apply the following volume discounts on a per product basis. The User count calculation resets to zero each month.
-------------------------------------------------------------------------------Highest User count during month Discount -------------------------------------------------------------------------------1 - 25,000 None -------------------------------------------------------------------------------25,001 - 100,000 10% -------------------------------------------------------------------------------100,001 - 175,000 20% -------------------------------------------------------------------------------175,001 - 250,000 30% -------------------------------------------------------------------------------250,001 - 500,000 40% -------------------------------------------------------------------------------500,001 - 1,000,000 50% -------------------------------------------------------------------------------1,000,000+ Negotiable --------------------------------------------------------------------------------

-------------------------------------------------------------------------------Novell ICSP Agreement Version 1-5 April 4, 2000 Novell, Inc./Insynq, Inc. Page 14

CONFIDENTIAL Execution Original ================================================================================ Exhibit B Royalty Report Format

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NOVELL(R)

CONFIDENTIAL Execution Original ================================================================================ Exhibit B Royalty Report Format

Company Information Reporting period (month and year): ______________________________
Company name: Address: Phone: Fax: E-mail address: ______________________________ ______________________________ ______________________________ ______________________________ ______________________________

Royalty Calculation --------------------------------------------------------------------------------------------Product NDS NIMS BMAS BMF OD --------------------------------------------------------------------------------------------a. Monthly per User royalty 0.10 0.05 0.08 0.08 1.10 --------------------------------------------------------------------------------------------b. Highest User count during month --------------------------------------------------------------------------------------------c. Product royalty before volume discount (a x b) --------------------------------------------------------------------------------------------d. Applicable volume discount GRAN --------------------------------------------------------------------------------------------------------e. Total product royalty (c - d) $ ---------------------------------------------------------------------------------------------------------

Royalty reports should be submitted via E-mail to royalty@novell.com, or via fax to 801-222-2672 Attn: Theresa Skinner or Chad Downey, or via mail to: Novell Contract Compliance Attn: Theresa Skinner or Chad Downey 1555 N. Technology Way ORM-H-212 Orem, UT 84097 Payments must be submitted by check in USD to one of the following addresses:
Novell, Inc. P.O. Box 641025 Pittsburgh, PA 15264-1025 or Novell, Inc. P.O. Box 31001-0024 Pasadena, CA 91110-0024 ------------------------------------------------------------------------------Novell ICSP Agreement Version 1-5 April 4, 2000 Novell, Inc./Insynq, Inc. Page 15

Novell(R)

CONFIDENTIAL Execution Original ===============================================================================

NOVELL INTERNET COMMERCIAL SERVICE PROVIDER (ICSP) AGREEMENT CREDIT ADDENDUM This Credit Addendum ("Addendum") amends and supplements the Novell Internet Commercial Service Provider (ICSP) Agreement ("Agreement") between Novell, Inc. and Insynq, Inc. ("Company"). Company desires to establish credit terms with Novell for payments due under the Agreement. Novell is willing to grant Company credit terms provided Company agrees in return to grant Novell certain rights as safeguards in the collection of money owed under the Agreement. Therefore, Novell and the Company agree as follows: 1. Credit Terms. In the Agreement, Novell grants Company certain credit terms for the payment of invoices. The Agreement states in paragraph 13.5, "Company shall pay such invoice within 30 days of the date of invoice or within 30 days of the date that the Subscription Royalty Report was due, whichever was the earlier." Novell and Company hereby agree that ten (10) days following the expiration of said 30-day credit period ("Credit Period"), if any invoice amounts remain outstanding, Company expressly grants to Novell the right to take the measures outlined below to collect said outstanding amounts. Company further agrees to provide Novell with the proper Credit Card Access information or Bank Account Access information as requested below, and to send Novell in writing any updates to the information immediately following any changes to the information. 2. Credit Card Access. Company agrees to provide Novell with sufficient credit card information to permit Novell to charge Company's credit card amounts owned at the expiration of the Credit Period. Such information shall include the credit card number, expiration date, credit limit, type of card, and name and contact information of the card issuer. Only VISA, MasterCard, and American Express cards will be accepted. Company hereby grants Novell the right to charge to the card any amounts owed ten days following the end of the Credit Period.
Credit Card Number: 4802099 2900 38318 -----------------------02/03 ------------------------

Expiration Date:

Credit Limit: -----------------------Type of Credit Card: VISA -----------------------INSYNQ John Gorst -----------------------1101 Broadway Plaza Tacoma, WA ------------------------253-284-2000 ------------------------98402

Card Holder Name:

Card Holder Address:

Card Holder Telephone Number:

3. Bank Account Access. Company agrees to provide Novell with sufficient bank account information to permit Novell to withdraw from Company's bank account amounts owed at the expiration of the Credit Period. Such information shall include the bank account number, routing number, name and contact information of the bank, and written proof from the bank that Novell has been authorized to make withdrawals. Company hereby grants Novell the right to withdraw from said bank account any amounts owed ten days following the end of the Credit Period.
-------------------------------------------------------------------------------Credit Addendum to ICSP Agreement 11 July, 2000 Novell, Inc./Insynq, Inc.

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CONFIDENTIAL Execution Original ===============================================================================

NOVELL INTERNET COMMERCIAL SERVICE PROVIDER (ICSP) AGREEMENT CREDIT ADDENDUM This Credit Addendum ("Addendum") amends and supplements the Novell Internet Commercial Service Provider (ICSP) Agreement ("Agreement") between Novell, Inc. and Insynq, Inc. ("Company"). Company desires to establish credit terms with Novell for payments due under the Agreement. Novell is willing to grant Company credit terms provided Company agrees in return to grant Novell certain rights as safeguards in the collection of money owed under the Agreement. Therefore, Novell and the Company agree as follows: 1. Credit Terms. In the Agreement, Novell grants Company certain credit terms for the payment of invoices. The Agreement states in paragraph 13.5, "Company shall pay such invoice within 30 days of the date of invoice or within 30 days of the date that the Subscription Royalty Report was due, whichever was the earlier." Novell and Company hereby agree that ten (10) days following the expiration of said 30-day credit period ("Credit Period"), if any invoice amounts remain outstanding, Company expressly grants to Novell the right to take the measures outlined below to collect said outstanding amounts. Company further agrees to provide Novell with the proper Credit Card Access information or Bank Account Access information as requested below, and to send Novell in writing any updates to the information immediately following any changes to the information. 2. Credit Card Access. Company agrees to provide Novell with sufficient credit card information to permit Novell to charge Company's credit card amounts owned at the expiration of the Credit Period. Such information shall include the credit card number, expiration date, credit limit, type of card, and name and contact information of the card issuer. Only VISA, MasterCard, and American Express cards will be accepted. Company hereby grants Novell the right to charge to the card any amounts owed ten days following the end of the Credit Period.
Credit Card Number: 4802099 2900 38318 -----------------------02/03 ------------------------

Expiration Date:

Credit Limit: -----------------------Type of Credit Card: VISA -----------------------INSYNQ John Gorst -----------------------1101 Broadway Plaza Tacoma, WA ------------------------253-284-2000 ------------------------98402

Card Holder Name:

Card Holder Address:

Card Holder Telephone Number:

3. Bank Account Access. Company agrees to provide Novell with sufficient bank account information to permit Novell to withdraw from Company's bank account amounts owed at the expiration of the Credit Period. Such information shall include the bank account number, routing number, name and contact information of the bank, and written proof from the bank that Novell has been authorized to make withdrawals. Company hereby grants Novell the right to withdraw from said bank account any amounts owed ten days following the end of the Credit Period.
-------------------------------------------------------------------------------Credit Addendum to ICSP Agreement 11 July, 2000 Novell, Inc./Insynq, Inc.

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CONFIDENTIAL Execution Original ================================================================================ Bank Account Number: --------------------------Routing Number: --------------------------Name of Person on the Account: --------------------------Bank's Name: --------------------------Bank's Telephone Number: --------------------------Bank's Address: ---------------------------

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*Written Proof from the bank that Novell has been authorized to make withdrawals must also be provided. 4. Other Information. Company agrees to provide Novell with any additional information or authorization that is necessary or that may become necessary to accomplish the purposes of paragraphs 2 and 3 hereof. All information and authorizations hereunder must be submitted and verified before Novell will accept any orders or authorize the exercise of any rights under the ICSP. In witness whereof parties have entered into this Addendum by signature of their authorized representatives.
Accepted by: NOVEL, INC. /s/ Mike Bready ------------------------------Authorized Signature Mike Bready ------------------------------Name Printed Director of Contracts ------------------------------Title 7/24/00 ------------------------------Date Insynq, Inc. /s/ M. Carroll Benton ---------------------------------Authorized Signature M. Carroll Benton ---------------------------------Name Printed Sec/Treas. ---------------------------------Title 7/17/00 ---------------------------------Date

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CONFIDENTIAL Execution Original ================================================================================

Amendment No. 1 To the Novell Internet Commercial Service Provider (ICSP) Agreement The Novell Internet Commercial Service Provider (ICSP) Agreement and Exhibit A (Licensed Products, Prices,

NOVELL(R)

CONFIDENTIAL Execution Original ================================================================================ Bank Account Number: --------------------------Routing Number: --------------------------Name of Person on the Account: --------------------------Bank's Name: --------------------------Bank's Telephone Number: --------------------------Bank's Address: ---------------------------

*Written Proof from the bank that Novell has been authorized to make withdrawals must also be provided. 4. Other Information. Company agrees to provide Novell with any additional information or authorization that is necessary or that may become necessary to accomplish the purposes of paragraphs 2 and 3 hereof. All information and authorizations hereunder must be submitted and verified before Novell will accept any orders or authorize the exercise of any rights under the ICSP. In witness whereof parties have entered into this Addendum by signature of their authorized representatives.
Accepted by: NOVEL, INC. /s/ Mike Bready ------------------------------Authorized Signature Mike Bready ------------------------------Name Printed Director of Contracts ------------------------------Title 7/24/00 ------------------------------Date Insynq, Inc. /s/ M. Carroll Benton ---------------------------------Authorized Signature M. Carroll Benton ---------------------------------Name Printed Sec/Treas. ---------------------------------Title 7/17/00 ---------------------------------Date

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Amendment No. 1 To the Novell Internet Commercial Service Provider (ICSP) Agreement The Novell Internet Commercial Service Provider (ICSP) Agreement and Exhibit A (Licensed Products, Prices, and Volume Discounts), (collectively, the "Agreement") by and between Novell, Inc. ("Novell") and Insync, Inc. ("Company"), effective 24 July 2000, is hereby amended as set forth below. This Amendment No. 1 ("Amendment") is effective when executed by an authorized Novell signatory ("Effective Date").

NOVELL(R)

CONFIDENTIAL Execution Original ================================================================================

Amendment No. 1 To the Novell Internet Commercial Service Provider (ICSP) Agreement The Novell Internet Commercial Service Provider (ICSP) Agreement and Exhibit A (Licensed Products, Prices, and Volume Discounts), (collectively, the "Agreement") by and between Novell, Inc. ("Novell") and Insync, Inc. ("Company"), effective 24 July 2000, is hereby amended as set forth below. This Amendment No. 1 ("Amendment") is effective when executed by an authorized Novell signatory ("Effective Date"). WHEREAS, the parties wish to modify Exhibit A of the Agreement in order to more easily manage product availability under the ICSP Program; and NOW THEREFORE IT IS AGREED. 1. Novell Software. Exhibit A of the Agreement is hereby replaced with Exhibit A1, included as part of this Amendment. 2. Term. The term of this Amendment shall be coterminous with the Agreement. 3. Signature. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS AMENDMENT NO. 1, THE TERMS AND CONDITIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
Accepted by: NOVEL, INC. /s/ Mike Bready ------------------------------Authorized Signature Mike Bready ------------------------------Name Printed Director of Contracts ------------------------------Title 7/27/00 ------------------------------Date INSYNQ, INC. /s/ Carroll Benton ---------------------------------Authorized Signature Carroll Benton ---------------------------------Name Printed CAO ---------------------------------Title 7/26/2000 ---------------------------------Date

Amendment No. 1 to Novell ICSP Agreement 24 July, 2000 Novell, Inc./Insynq, Inc. Page 1
CONFIDENTIAL Execution Original ================================================================================ Exhibit A1 NOVELL(R)

Products, Prices, and Volume Discounts Eligible Products:

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CONFIDENTIAL Execution Original ================================================================================ Exhibit A1

Products, Prices, and Volume Discounts Eligible Products: All products in the then current ICSP Price List. Monthly Royalty per User (USD): Price as listed in the then current ICSP Price List. Volume Discounts: Company may apply the following volume discounts on a per product basis. The User count calculation resets to zero each month.
--------------------------------------------------------------------Highest User count during month Discount --------------------------------------------------------------------1 - 25,000 None --------------------------------------------------------------------25,001 - 100,000 10% --------------------------------------------------------------------100,001 - 175,000 20% --------------------------------------------------------------------175,001 - 250,000 30% --------------------------------------------------------------------250,001 - 500,000 40% --------------------------------------------------------------------500,001 - 1,000,000 50% --------------------------------------------------------------------1,000,000 + Negotiable ---------------------------------------------------------------------

Amendment No. 1 to Novell ICSP Agreement 24 July, 2000 Novell, Inc./Insynq, Inc. Page 2

EXHIBIT 10.35 Agreement to Provide Collaborative Management Services Between InsynQ Inc. And Horizon Holdings I, LLC This Agreement is made herein by and between InsynQ Inc., a Washington corporation ("Facilities Manager"), whose primary place of business is 705 South 9/th/ Street, Suite 305, Tacoma, Washington 98405 and Horizon Holdings I, LLC, a Washington State limited liability company ("Owner") whose primary place of business is 201 Third Street, Loft I, Oakland, California 94607 (collectively the "Parties," or individually a "Party"). WHEREAS, InsynQ, agrees to provide facilities management services to Horizon Holdings I, LLC at its facilities located at the Tacoma Technology Center, Second Floor, which is accessed through 1423 Pacific Avenue (also known as TRC Tower) and located at 1441 Court A, City of Tacoma, State of Washington.

EXHIBIT 10.35 Agreement to Provide Collaborative Management Services Between InsynQ Inc. And Horizon Holdings I, LLC This Agreement is made herein by and between InsynQ Inc., a Washington corporation ("Facilities Manager"), whose primary place of business is 705 South 9/th/ Street, Suite 305, Tacoma, Washington 98405 and Horizon Holdings I, LLC, a Washington State limited liability company ("Owner") whose primary place of business is 201 Third Street, Loft I, Oakland, California 94607 (collectively the "Parties," or individually a "Party"). WHEREAS, InsynQ, agrees to provide facilities management services to Horizon Holdings I, LLC at its facilities located at the Tacoma Technology Center, Second Floor, which is accessed through 1423 Pacific Avenue (also known as TRC Tower) and located at 1441 Court A, City of Tacoma, State of Washington. WHEREAS, Horizon Holdings I, LLC hereby retains InsynQ to perform such services, pursuant to the terms and conditions as described herein. WHEREAS, InsynQ will consult with Horizon Holdings I, LLC to clarify tasks and define the scope of assignments. Horizon Holdings I, LLC recognizes that timely completion of assignments by InsynQ may depend upon the cooperation of Horizon Holdings I, LLC personnel. Professional property management services will be provided by Collier's International or a successor property management company to be chosen at the sole discretion of Horizon Holdings I, LLC. 1 Definitions. Unless the context otherwise specifies or requires, the terms set forth in this Agreement, shall have the meanings herein specified. The definitions herein shall apply equally to both the singular and plural forms of any of the terms as herein defined. In this Agreement, unless the context otherwise requires: "Acceptance" shall mean acceptance by the Facilities Manager that the System is capable of providing the Services to the agreed Service Levels and acceptance by the Owner that at the end of the Transition Period, the Services conform to the agreed Service Levels. "Change Request" means a request by either Party in writing to the other Party for any changes to the Service or Service Levels. Page 1 of 11

"Computer Equipment" means the computer hardware belonging to or licensed to the Owner (including any operating systems or networking hardware) that is part of the System and is required to be managed under this Agreement. A general description of the Computer Equipment and its configuration will be included in Schedule B. "Location" means the location described herein as the Tacoma Technology Center and; includes the access area through 1423 Pacific Avenue. "Schedule" means the schedules identified in this Agreement and incorporated in this Agreement. "Service Levels" means the standards and measures for the Services as agreed by both parties and to be more particularly described in the Schedules.

"Computer Equipment" means the computer hardware belonging to or licensed to the Owner (including any operating systems or networking hardware) that is part of the System and is required to be managed under this Agreement. A general description of the Computer Equipment and its configuration will be included in Schedule B. "Location" means the location described herein as the Tacoma Technology Center and; includes the access area through 1423 Pacific Avenue. "Schedule" means the schedules identified in this Agreement and incorporated in this Agreement. "Service Levels" means the standards and measures for the Services as agreed by both parties and to be more particularly described in the Schedules. "Services" means the facilities management and any optional services to be provided by the Facilities Manager to be subsequently agreed to between both Parties. "Software" means all system software, application software, software tools and software utilities operating on the Computer Equipment, required to be managed under this Agreement. A list of the software to be managed and the responsibilities of the Facilities Manager under this Agreement for each item to be provided by the Facilities Manager subsequent to execution of this Agreement. "System" means the combination of Computer Equipment and Software operating in conjunction with each other that is required to operate the facility on a day-to-day basis, including, but not limited to, entry and key code access to the facility and in accordance with the Schedules identified in this Agreement and incorporated herein. 2 Service Specifications. 2.1 Facilities Management Services. InsynQ will provide Facilities Management Services ("Services") for Horizon Holdings I, LLC, by providing an on-call/on-site facility management presence as well as arranging prospect tours, maintaining video surveillance equipment, performing card security auditing and verifications, UPS room monitoring, and scheduling generator maintenance; client startup services and consultations involving Internet and private digital connectivity provisioning, rack design and purchasing, physical wiring setup, connection to carriers, and training on the facility and rules of conduct; and on-going client support services including basic site maintenance and providing a point of contact for electrical and telecommunications room access. 2.2 Schedules. InsynQ will perform services for Horizon Holdings I, LLC as described in Section 2.1 herein and pursuant to schedules to be agreed upon and executed from time to time by the parties Page 2 of 11

("Schedules"). Said Schedules will be consecutively numbered and will contain detail as applicable. Definition and levels of services to be provided by InsynQ, as defined herein, may be modified or amended by the Parties upon execution of said Schedules, in which event the provisions of the Schedule will govern. All Schedules must be in writing, approved by both parties and signed by an authorized representative of both InsynQ and Horizon Holdings I, LLC. 2.3 Completion Dates. 2.3.1 InsynQ will use its best efforts to complete or deliver the work product by deadlines as stated in the applicable Schedules. Estimated completion dates are not promised completion dates, and InsynQ will not be liable for reasonable delays in completion of any project under this Agreement by such estimated completion dates.

("Schedules"). Said Schedules will be consecutively numbered and will contain detail as applicable. Definition and levels of services to be provided by InsynQ, as defined herein, may be modified or amended by the Parties upon execution of said Schedules, in which event the provisions of the Schedule will govern. All Schedules must be in writing, approved by both parties and signed by an authorized representative of both InsynQ and Horizon Holdings I, LLC. 2.3 Completion Dates. 2.3.1 InsynQ will use its best efforts to complete or deliver the work product by deadlines as stated in the applicable Schedules. Estimated completion dates are not promised completion dates, and InsynQ will not be liable for reasonable delays in completion of any project under this Agreement by such estimated completion dates. 3 Charges and Payments. 3.1.1 InsynQ will charge Horizon Holdings I, LLC a base service fee of Three Thousand Dollars ($3000.00) per month for the performance of management services as outlined in Section 1.3 above. 3.1.2 Horizon Holdings I, LLC will pay InsynQ in accordance with applicable terms established herein or to be determined on subsequent Schedules. InsynQ will submit monthly detailed billings for services provided; Horizon Holdings I, LLC will provide InsynQ with immediate payment. 3.1.3 A late charge of 1.5% per month, or any part thereof, will be added for any amounts not paid when due. InsynQ may at any time suspend its services if payments are overdue. 4 Terms. 4.1 Term of Agreement. 4.1.1 This agreement shall commence on July 1, 1999, and continue for a period of eighteen (18) months to and including December 31, 2000. The Agreement will automatically renew for a period of twelve (12) months unless specifically terminated by Horizon Holdings I, LLC no later than thirty (30) days prior to the renewal date, or unless provisions in any Schedules apply. Automatic renewal at the end of each twelve (12) month period will continue unless otherwise provided for in subsequent Schedules. 4.1.2 Unless this Agreement is terminated pursuant to the provisions of Section 5.1.1 (a)-(b) and 5.2.1 (a)-(b) herein, this Agreement will continue in full force and effect until the completion of said services, payments, and other obligations provided for herein. Page 3 of 11

5 Termination. 5.1 Immediate Termination. 5.1.1 Either party may terminate this Agreement forthwith under the following conditions: a. The other party assigns its rights or obligations under the Agreement except as provided in Section 15 herein. b. The other party enters into a arrangement with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory receiver is appointed in respect of it. 5.2 Termination By Either Party On Notice. 5.2.1 In the event of any material default in the performance of any of its obligations under this Agreement the non-defaulting party may immediately terminate, or temporarily suspend the operation of this Agreement, at its sole discretion if:

5 Termination. 5.1 Immediate Termination. 5.1.1 Either party may terminate this Agreement forthwith under the following conditions: a. The other party assigns its rights or obligations under the Agreement except as provided in Section 15 herein. b. The other party enters into a arrangement with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory receiver is appointed in respect of it. 5.2 Termination By Either Party On Notice. 5.2.1 In the event of any material default in the performance of any of its obligations under this Agreement the non-defaulting party may immediately terminate, or temporarily suspend the operation of this Agreement, at its sole discretion if: a. if the default is capable of being remedied, and within ten (10) working days of written notice by the non-defaulting party specifying the default, said default is not remedied; or b. if the default is not capable of being remedied. 5.2.2 Horizon Holdings I, LLC may terminate this Agreement prior to the completion of said services, payments and other obligations, by paying as liquidated damages to InsynQ, any amount that would be due upon completion of any then unfinished Schedule. 6 Service Transfer Assistance. 6.1.1 Upon termination of this Agreement, for any reason, the Facilities Manager will return to the Owner, the following: a. all computer equipment and software; b. all of the Owner's data; C. all supporting Documentation; d. all security and access keys or codes that apply to the System; e. any and all third-party service agreements and software licenses provided in relation to the System. 6.1.2 The Facilities Manager will within four (4) days of termination of this Agreement, certify in writing to the Owner that is has erased or returned any copies of the Owner's Software or data that were held off-site for back-up purposes. Page 4 of 11

6.1.3 Each Party agrees to return to the other Party any and all other property belonging to the other Party acquired during the period of this Agreement. 6.1.4 The Facilities Manager will fully co-operate with the Owner, making available the Facilities Manager's staff as reasonably required to facilitate the hand-over of the System to the Owner or the Owner's agent. 7 Venue, Disputes and Remedies. 7.1 Venue. 7.1.1 This Agreement shall be governed under the laws of the State of Washington, United States of America. 7.2 Mediation.

6.1.3 Each Party agrees to return to the other Party any and all other property belonging to the other Party acquired during the period of this Agreement. 6.1.4 The Facilities Manager will fully co-operate with the Owner, making available the Facilities Manager's staff as reasonably required to facilitate the hand-over of the System to the Owner or the Owner's agent. 7 Venue, Disputes and Remedies. 7.1 Venue. 7.1.1 This Agreement shall be governed under the laws of the State of Washington, United States of America. 7.2 Mediation. Disputes where the claim exceeds Two Thousand Five Hundred Dollars ($2,500.00) will be submitted at the request of either party to Washington Mediation and Arbitration Services, Inc. for binding arbitration in Seattle, and enforced in any court with jurisdiction. Claims of Two Thousand Five Hundred Dollars ($2,500.00) or less may be submitted to arbitration by Agreement of both parties. The Parties agree to use their best efforts to resolve any dispute that may arise under the Agreement through good faith negotiations. 7.2.1 Any dispute arising under this Agreement that cannot be settled by good faith negotiation between the Parties or their respective representatives shall be mediated before resorting to arbitration or court action. Each Party may initiate mediation by giving written notice to the other Party. 7.2.2 The Parties shall continue to perform their obligations under this Agreement as far as possible as if no dispute had arisen pending the final settlement of any matter referred to mediation. 7.2.3 Nothing in this clause shall preclude either Party from taking immediate steps to seek urgent equitable relief before a Washington Court. 7.3 Actions. In the event a suit arises between the parties to enforce any of the terms of this Agreement the prevailing party will be entitled to reasonable attorneys fees' and costs of suit therein. Page 5 of 11

8 Confidentiality. 8.1.1 Both Parties agree that it will keep confidential, protect against disclosure or discovery, and refrain from making use of confidential information revealed by the other. Confidential information includes nonpublic information regarding identities of customers and sources, billing rates for services, and the contents of any document marked "confidential." 8.1.2 Both Parties agree that, unless they have prior written consent of the other, they will not use or disclose to any third party (other than for the purpose of performing this Agreement) the terms and conditions of this Agreement or any other information confidential to the other party. The obligations of this Section 8 shall survive termination or cancellation of this Agreement. 9 Indemnity. 9.1 Intellectual Property Rights Indemnity. Each Party agrees to indemnify the other Party from and against any claim, suit, action or proceeding (collectively called "Action") brought against the other Party to the extent that such Action is based upon a claim that any

8 Confidentiality. 8.1.1 Both Parties agree that it will keep confidential, protect against disclosure or discovery, and refrain from making use of confidential information revealed by the other. Confidential information includes nonpublic information regarding identities of customers and sources, billing rates for services, and the contents of any document marked "confidential." 8.1.2 Both Parties agree that, unless they have prior written consent of the other, they will not use or disclose to any third party (other than for the purpose of performing this Agreement) the terms and conditions of this Agreement or any other information confidential to the other party. The obligations of this Section 8 shall survive termination or cancellation of this Agreement. 9 Indemnity. 9.1 Intellectual Property Rights Indemnity. Each Party agrees to indemnify the other Party from and against any claim, suit, action or proceeding (collectively called "Action") brought against the other Party to the extent that such Action is based upon a claim that any products or services provided by the other party infringes any patent, copyright, trade secret or other proprietary rights provided that: 9.1.1 The Party claiming an indemnity fully cooperates with the indemnifying party in defending or settling the Action and makes its employees available to give statements, advice and evidence as the indemnifying party may reasonably request; 9.1.2 The indemnifying Party is notified promptly in writing of any Action by the Party claiming indemnity and is given complete authority and information required for the conduct of the defense or settlement of the Action; The indemnifying Party shall have the sole control of the conduct of any Action and all negotiations for its settlement, compromise or resolution. 9.2 Hold Harmless. The Parties shall each hold the other harmless, except for the negligence and/or breach of express warranties as implied herein. The Parties shall each indemnify, protect, defend and hold harmless, the other Party and its agents, partners, Lenders, heirs or assigns from and against any and all claims, loss of rents and/or damages, costs, liens, judgments, penalties, loss of permits, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with the services as stated herein, the conduct of business, any act, omission or negligence, its agents, contractors, employees or invitees, and out of any Default or Breach by the Party in the performance of services to performed under this Agreement. Page 6 of 11

9.2.1 The foregoing shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and whether or not litigated and/or reduced to judgment. In case any action or proceeding be brought against Horizon Holdings I, LLC by reason of any of the foregoing matters' InsynQ upon notice from Horizon Holdings I, LLC shall defend the same at InsynQ's expense by counsel reasonably satisfactory to Horizon Holdings I, LLC and Horizon Holdings I, LLC shall cooperate with InsynQ in such defense. Horizon Holdings I, LLC need not have first paid any such claim in order to be so indemnified. 10 Warranties. InsynQ hereby warrants that: 10.1.1 The System will at all times be kept safe and secure and will operate in accordance with the relevant criteria and specifications set out in this Agreement;

9.2.1 The foregoing shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and whether or not litigated and/or reduced to judgment. In case any action or proceeding be brought against Horizon Holdings I, LLC by reason of any of the foregoing matters' InsynQ upon notice from Horizon Holdings I, LLC shall defend the same at InsynQ's expense by counsel reasonably satisfactory to Horizon Holdings I, LLC and Horizon Holdings I, LLC shall cooperate with InsynQ in such defense. Horizon Holdings I, LLC need not have first paid any such claim in order to be so indemnified. 10 Warranties. InsynQ hereby warrants that: 10.1.1 The System will at all times be kept safe and secure and will operate in accordance with the relevant criteria and specifications set out in this Agreement; 10.1.2 The Services will comply with the Service Levels pursuant Section 2.2 herein; 10.1.3 InsynQ will carry out its obligations with care, skill and diligence and shall employ techniques, methods and procedures of a quality and standard in accordance with currently accepted computing practice; 10.1.4 InsynQ warrants that, in the creation of any work product for Horizon Holdings I, LLC, it will not knowingly infringe any copyright, trade secret, patent or other intellectual property right held by a third party. 10.1.5 InsynQ further warrants that it has the full power and authority to enter into and perform this Agreement in accordance with its terms and that performance of its obligations hereunder will not conflict with any obligation or duty owed to any third party or infringe the rights of any third party. 10.1.6 InsynQ will, at its own election, perform repairs or replacement of any work performed by InsynQ that fails to meet the agreed upon specifications or in the alternative InsynQ will refund such amounts paid by Horizon Holdings I, LLC for such services, provided that Horizon Holdings I, LLC notifies InsynQ in writing within thirty (30) days of any such failure. 11 Limitations of Warranties. 11.1.1 The warranties stated in Section 11 of this Agreement shall replace all other representations and warranties (statutory, express or implied) and all such representations and warranties are expressly excluded, including, without limitation, the implied warranties of merchantability and fitness for any particular purpose stated herein. Page 7 of 11

11.1.2 InsynQ will not be liable, except for any fraudulent or negligent acts, under the law of tort, contract or otherwise for any loss of profits or savings or for any indirect or consequential loss or damage, however caused, arising out of or in connection with the performance or non-performance of this Agreement. 12 Force Majeure. Neither party will be liable for any act, omission, or failure which arises from any cause reasonably beyond its control, including acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental action after the date of this Agreement, fire, communication line failures, power failures, earthquakes or other disasters (called "Force Majeure"). The party unable to fulfil its obligations due to Force Majeure will immediately: 12.1.1 Notify the other in writing of the reasons for its failure to fulfil its obligations and the effect of such failure; and

11.1.2 InsynQ will not be liable, except for any fraudulent or negligent acts, under the law of tort, contract or otherwise for any loss of profits or savings or for any indirect or consequential loss or damage, however caused, arising out of or in connection with the performance or non-performance of this Agreement. 12 Force Majeure. Neither party will be liable for any act, omission, or failure which arises from any cause reasonably beyond its control, including acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental action after the date of this Agreement, fire, communication line failures, power failures, earthquakes or other disasters (called "Force Majeure"). The party unable to fulfil its obligations due to Force Majeure will immediately: 12.1.1 Notify the other in writing of the reasons for its failure to fulfil its obligations and the effect of such failure; and 12.1.2 Take all reasonable steps to avoid or remove the cause and perform its obligations. 13 Use of Work Product. 13.1.1 Owner will own all copyright, trade secret and patent rights in any programs, deliverables, or other materials or work-product prepared for or delivered by InsynQ in the performance of its duties pursuant to this Agreement. 14 Staff. 14.1.1 InsynQ is an independent contractor, and neither it nor its staff, subcontractors or associates will be deemed to be employees of Horizon Holdings I, LLC for any purpose. 14.1.2 During the term of this Agreement, and for a period of two years following termination of this Agreement, neither party shall solicit the services directly or indirectly, of the other Party's personnel without the express written consent and approval of said Party. 14.1.3 InsynQ's employees, subcontractors and associates are obligated under their contracts with InsynQ not to provide services independently to InsynQ's clients during their work for InsynQ and for two years thereafter. If Owner recruits, employs or retains the services of any known InsynQ employee, subcontractor or associate who has been hired to perform services for or on behalf of Owner and in violation of such Agreement, Owner will pay InsynQ a training/finders fee of Forty-five Thousand Dollars ($45,000.00) or, if greater, one-third the amount that Owner pays to such employee, subcontractor, or associate during the first year of their employment by or performance of services to Owner. Page 8 of 11

The obligations of this Section 14 shall survive termination or cancellation of this Agreement. 15 Assignment. This Agreement binds the parties' respective successors and permitted assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party which consent may not unreasonably be withheld. 16 Waiver. A failure of either party to exercise any of its rights provided for herein shall not be deemed a waiver of any right. 17 Severability.

The obligations of this Section 14 shall survive termination or cancellation of this Agreement. 15 Assignment. This Agreement binds the parties' respective successors and permitted assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party which consent may not unreasonably be withheld. 16 Waiver. A failure of either party to exercise any of its rights provided for herein shall not be deemed a waiver of any right. 17 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision will be severed and the remainder of this Agreement will remain in full force and effect. 18 Notices. Notices under this Agreement should be sent to the address set forth below or to such subsequent address as the Party may designate in writing:
If to Horizon Holdings I, LLC: If to InsynQ:

Horizon Holdings I, LLC 201 Third Street, Loft 1 Oakland, California 94607 Telephone: (510) 465-4248 Facsimile: (510) 465-3560

InsynQ 705 South 9/th/ Street, Suite 305 Tacoma, Washington 98405 Telephone: (206) 627-7674 Facsimile: (206) 404-3854

19 Amendments. Any modification to or variation of this Agreement must be in writing and signed by the authorized representatives of the Facilities Manager and the Owner. 20 Entire Agreement. This Agreement, including the Schedules, constitutes the entire agreement between Horizon Holdings I, LLC and InsynQ. There are not other understandings affecting the arrangements between the Parties other than those set out herein and this Agreement replaces all prior agreements and understandings, if any, with respect to the subject matter of this Agreement. Page 9 of 11

21 Titles and Headings. The titles and headings used herein are for the convenience of the reader and shall not be construed for any other purpose or intent. 22 Attorney Consultation. The parties shall rely solely upon the advice of their own legal counsel as to the legal consequences of entering into this Agreement. 23 Acknowledgement.

21 Titles and Headings. The titles and headings used herein are for the convenience of the reader and shall not be construed for any other purpose or intent. 22 Attorney Consultation. The parties shall rely solely upon the advice of their own legal counsel as to the legal consequences of entering into this Agreement. 23 Acknowledgement. THE PARTIES HAVE CAREFULLY READ AND REVIEWED THIS AGREEMENT AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTiON HEREOF ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN FULLY NEGOTiATED, AND SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY] Page 10 of 11
Dated: 7-15-99 HORIZON HOLDINGS I, LLC By Its Manager HORIZON PARTNERS NORTHWEST, INC.

By /s/ Michael R. Bartlett -------------------------------------Michael R. Bartlett, President

Dated: 7-15-99

InsynQ

By /s/ John P. Gorst -------------------------------------(Name) John P. Gorst ----------------------------------------

Its CEO Page 11 of 11 EXECUTIVE SUMMARY
Owner of Record: Property Name: Location: Property Type: Horizon Holdings I, LLC. Tacoma Technology Center. 1441 Court A, Tacoma, Washington 98402 Technological telecommunications and co-location facility. 201402 003 0. $6,002.10/1999 ("As Is"). $1,120.93 (BIA Tax for 1999-2000). $1,794.70 (Delinquent BIA Tax for 1998-99). B-Business, City of Tacoma.

Assessor's Parcel Number: Property Taxes:

Zoning:

Dated: 7-15-99

HORIZON HOLDINGS I, LLC By Its Manager HORIZON PARTNERS NORTHWEST, INC.

By /s/ Michael R. Bartlett -------------------------------------Michael R. Bartlett, President

Dated: 7-15-99

InsynQ

By /s/ John P. Gorst -------------------------------------(Name) John P. Gorst ----------------------------------------

Its CEO Page 11 of 11 EXECUTIVE SUMMARY
Owner of Record: Property Name: Location: Property Type: Horizon Holdings I, LLC. Tacoma Technology Center. 1441 Court A, Tacoma, Washington 98402 Technological telecommunications and co-location facility. 201402 003 0. $6,002.10/1999 ("As Is"). $1,120.93 (BIA Tax for 1999-2000). $1,794.70 (Delinquent BIA Tax for 1998-99). B-Business, City of Tacoma. Zone C per Community Panel Map 530148, Panel 0025 B, effective date 12/1/83. 8,515 square feet per county records. The subject site is currently improved with a 1 920s vintage, three story commercial building with a basement, formerly utilized as the Lyons Building, a furniture storage warehouse. The solid poured concrete structure has a gross building area of 23,001 sq.ft. and a rentable area of 13,447 sq.ft. As converted, the existing improvements are utilized as a state-of-the-art telecommunications and co-location facility. Of the three levels plus the basement, a 2,700 sq.ft. computer room on the second floor has been finished to date. This co-location facility is currently furnished with 27 equipment racks, three of which are currently utilized, which will be leased on a per rack basis to

Assessor's Parcel Number: Property Taxes:

Zoning: Flood Insurance Zone:

Total Site Area: Improvements:

________________________________________________________________________________ Page 1

EXECUTIVE SUMMARY

EXECUTIVE SUMMARY
Owner of Record: Property Name: Location: Property Type: Horizon Holdings I, LLC. Tacoma Technology Center. 1441 Court A, Tacoma, Washington 98402 Technological telecommunications and co-location facility. 201402 003 0. $6,002.10/1999 ("As Is"). $1,120.93 (BIA Tax for 1999-2000). $1,794.70 (Delinquent BIA Tax for 1998-99). B-Business, City of Tacoma. Zone C per Community Panel Map 530148, Panel 0025 B, effective date 12/1/83. 8,515 square feet per county records. The subject site is currently improved with a 1 920s vintage, three story commercial building with a basement, formerly utilized as the Lyons Building, a furniture storage warehouse. The solid poured concrete structure has a gross building area of 23,001 sq.ft. and a rentable area of 13,447 sq.ft. As converted, the existing improvements are utilized as a state-of-the-art telecommunications and co-location facility. Of the three levels plus the basement, a 2,700 sq.ft. computer room on the second floor has been finished to date. This co-location facility is currently furnished with 27 equipment racks, three of which are currently utilized, which will be leased on a per rack basis to

Assessor's Parcel Number: Property Taxes:

Zoning: Flood Insurance Zone:

Total Site Area: Improvements:

________________________________________________________________________________ Page 1

EXECUTIVE SUMMARY -------------------------------------------------------------------------------high-technology users such as Internet service providers (ISPs) and to others who require a secure environment with interconnectivity for their equipment. The building provides high speed bandwidth, multiple carrier alternatives, 24-hour security and on-site management, and redundant power through on-site back-up systems, fire suppression, and climate control. Other than the 2,700 sq.ft. co-location room, 10,747 sq.ft. of rentable area in the remainder of the building is currently vacant and unfinished, although the redundant power systems occupy a portion of the basement and the exterior loading dock. Highest and Best Use: The current use represents a highest and best use. October 5, 1999 October 2002

Date of Appraisal: Forecast Date of Stabilization:

________________________________________________________________________________ Page 2

EXECUTIVE SUMMARY -------------------------------------------------------------------------------high-technology users such as Internet service providers (ISPs) and to others who require a secure environment with interconnectivity for their equipment. The building provides high speed bandwidth, multiple carrier alternatives, 24-hour security and on-site management, and redundant power through on-site back-up systems, fire suppression, and climate control. Other than the 2,700 sq.ft. co-location room, 10,747 sq.ft. of rentable area in the remainder of the building is currently vacant and unfinished, although the redundant power systems occupy a portion of the basement and the exterior loading dock. Highest and Best Use: The current use represents a highest and best use. October 5, 1999 October 2002

Date of Appraisal: Forecast Date of Stabilization:

________________________________________________________________________________ Page 2

EXECUTIVE SUMMARY --------------------------------------------------------------------------------

VALUE INDICATIONS Prospective Value Estimate "At Completion/Stabilization"
Income Approach: Cost Approach: Sales Comparison Approach: $4,050,000 N/A $4,050,000

Prospective Going-Concern Value Estimate -------------------------------------------------------------------Income Approach: $6,900,000 Market Value Estimate "As Is" -------------------------------------------------------------------Income Approach: $2,025,000 Cost Approach: N/A Sales Comparison Approach: $2,025,000

INTENDED USE AND USER OF THE APPRAISAL This is a Complete Self-Contained Appraisal Report which is intended to be used by the client, U.S. Bancorp, for evaluating a potential mortgage relevant to the subject property. Intended Use is defined as: "The use or uses of an appraiser's reported appraisal, consulting, or review assignment opinions and conclusions, as identified by the appraiser based on communication with the client at the time of the assignment."/1/ Intended User(s) is defined as: "The client and any other party as identified, by the name or type, as users of the appraisal, consulting, or review report, by the appraiser based on communication with the client at the time of

EXECUTIVE SUMMARY --------------------------------------------------------------------------------

VALUE INDICATIONS Prospective Value Estimate "At Completion/Stabilization"
Income Approach: Cost Approach: Sales Comparison Approach: $4,050,000 N/A $4,050,000

Prospective Going-Concern Value Estimate -------------------------------------------------------------------Income Approach: $6,900,000 Market Value Estimate "As Is" -------------------------------------------------------------------Income Approach: $2,025,000 Cost Approach: N/A Sales Comparison Approach: $2,025,000

INTENDED USE AND USER OF THE APPRAISAL This is a Complete Self-Contained Appraisal Report which is intended to be used by the client, U.S. Bancorp, for evaluating a potential mortgage relevant to the subject property. Intended Use is defined as: "The use or uses of an appraiser's reported appraisal, consulting, or review assignment opinions and conclusions, as identified by the appraiser based on communication with the client at the time of the assignment."/1/ Intended User(s) is defined as: "The client and any other party as identified, by the name or type, as users of the appraisal, consulting, or review report, by the appraiser based on communication with the client at the time of assignment."/2/ A Client is defined as: "The party or parties who engages an appraiser (by employment or contract) in a specific assignment."/3/

/1/ Uniform Standards of Professional Appraisal Practice, Appraisal Standards Board, The Appraisal Foundation, 1998 Edition, Definitions, Page 9. /2/ Ibid. /3/ Ibid. Page 3 EXECUTIVE SUMMARY This report is intended for use only by U.S. Bancorp, (the client), and any other users as authorized by the client. Use of this report by others is not intended by the appraisers. PROPERTY RIGHTS APPRAISED

EXECUTIVE SUMMARY This report is intended for use only by U.S. Bancorp, (the client), and any other users as authorized by the client. Use of this report by others is not intended by the appraisers. PROPERTY RIGHTS APPRAISED The property rights appraised for the subject property "as is" as of the date of appraisal, is the fee simple estate, defined in the Appraisal Institute's Dictionary of Real Estate Appraisal, 3rd Edition as: "Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat." With regard to our prospective value estimates "as stabilized," the property will be subject to lease agreements. Thus, the property rights appraised for the prospective value estimates herein are those of the leased fee estate, defined in the Appraisal Institute's Dictionary of Real Estate Appraisal, 3rd Edition as: "An ownership interest held by a landlord with the right of use and occupancy conveyed by lease to others. The rights of the lessor (the leased fee owner) and the leased fee are specified by contract terms contained within the lease." APPRAISAL DEVELOPMENT AND REPORTING PROCESS The development and reporting process for this appraisal encompasses necessary research and analysis to prepare a report in accordance with the Standards of Professional Appraisal Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice (USPAP) of The Appraisal Foundation, as well as the report writing requirements of U.S. Bancorp. Several steps were taken in this process. First was inspecting and photographing the property on October 5, 1999. Information regarding the improvements, the marketing plan, and prospective occupants were provided during a meeting with the owner's agent, Andrea S.H. Peterson of Colliers International (253-926-5334). Forecast pro forma income and expense information and general background material were provided by the owner. Next, regional, county and neighborhood data were gathered from the latest information available from various authoritative sources. More particularly, the neighborhood and the marketability analysis were based upon physical inspection and observation, interviews with market participants, as well as surveys of the Tacoma office Page 4

market by various local real estate brokerages, and our survey of prospective co-location users. The regional "carrier hotel" facility, the Westin Building in downtown Seattle, and additional regional co-location facilities in Seattle were also surveyed and inspected. In estimating the highest and best use for the property, an analysis was made of the data compiled in the steps above. The approaches to value were developed through the market data collected by the appraisers from building and property managers for the comparable rental data and additionally from county records and COMPS, Inc. for the comparable sales data. Use of this data also included interviews with the managers, buyers and/or sellers or brokers of such properties. After assembling and analyzing the data, as defined within this appraisal development process, the final estimates of value were made. LEGAL DESCRIPTION The brief legal description for the subject property, as provided by the building plans, is as follows: The south 19 1/2 feet of Lot 2 and all of Lots 3 and 4, Block 1402, Map of New Tacoma, Washington Territory, according to plat recorded February 3, 1897, in Pierce County, WA. Except that portion of said Lot 2 conveyed to the City of Tacoma for "A" Street, by deed recorded in Book 91 of Deeds, page 376.

market by various local real estate brokerages, and our survey of prospective co-location users. The regional "carrier hotel" facility, the Westin Building in downtown Seattle, and additional regional co-location facilities in Seattle were also surveyed and inspected. In estimating the highest and best use for the property, an analysis was made of the data compiled in the steps above. The approaches to value were developed through the market data collected by the appraisers from building and property managers for the comparable rental data and additionally from county records and COMPS, Inc. for the comparable sales data. Use of this data also included interviews with the managers, buyers and/or sellers or brokers of such properties. After assembling and analyzing the data, as defined within this appraisal development process, the final estimates of value were made. LEGAL DESCRIPTION The brief legal description for the subject property, as provided by the building plans, is as follows: The south 19 1/2 feet of Lot 2 and all of Lots 3 and 4, Block 1402, Map of New Tacoma, Washington Territory, according to plat recorded February 3, 1897, in Pierce County, WA. Except that portion of said Lot 2 conveyed to the City of Tacoma for "A" Street, by deed recorded in Book 91 of Deeds, page 376. Together with that portion of Jefferson Avenue westerly of said premises, south of the north boundary line of said premises extended westerly, east of the westerly line of Block 1402 1/2 extended south and north of the south line of Lot 4 extended westerly, vacated by Ordinance No. 619, City of Tacoma. SALES HISTORY Ownership of the subject property is currently vested in Horizon Holdings, LLC (Michael R. Bartlett, 510-4654248). The current owners acquired the subject property and the adjacent former Schoenfelds Building (now Total Renal Care -- the TRC Tower) in a multiple parcel acquisition. The date of sale was September 10, 1998 and the total consideration was $2,300,000. The subject property consists of the former Lyons Page 5

Building, which includes an individual tax parcel located southerly of the TRC Tower across Court A. The acquisition price of the subject property was not segregated within the overall sale price. The subject's owner renovated the TRC Tower and leased the majority of the building to Total Renal Care. The owner converted the subject portion of the acquisition into a speculative telecommunications and co-location facility. According to the owner, the subject property is not under any pending contract of sale, nor is it currently listed for sale. EXPOSURE TIME / MARKETING PERIOD Exposure time is defined as "The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of appraisal; a retrospective estimate based upon an analysis of past events assuming a competitive and open market."/4/ A reasonable marketing time or period is "an estimate of the amount of time that it might take to sell a property interest in the real estate at the estimated market value level during the period immediately after the effective date of the appraisal. The estimate of marketing time uses some of the data analyzed in the process of estimating reasonable exposure time as part of the appraisal process and is not intended to be a prediction of a date of sale or a one-line statement. It is an integral part of the analyses conducted during the appraisal assignment." The estimate of "reasonable marketing time is a function of price, time, use and anticipated market conditions such as changes in the cost and availability of funds; not an isolated estimate of time alone." The estimate of reasonable

Building, which includes an individual tax parcel located southerly of the TRC Tower across Court A. The acquisition price of the subject property was not segregated within the overall sale price. The subject's owner renovated the TRC Tower and leased the majority of the building to Total Renal Care. The owner converted the subject portion of the acquisition into a speculative telecommunications and co-location facility. According to the owner, the subject property is not under any pending contract of sale, nor is it currently listed for sale. EXPOSURE TIME / MARKETING PERIOD Exposure time is defined as "The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of appraisal; a retrospective estimate based upon an analysis of past events assuming a competitive and open market."/4/ A reasonable marketing time or period is "an estimate of the amount of time that it might take to sell a property interest in the real estate at the estimated market value level during the period immediately after the effective date of the appraisal. The estimate of marketing time uses some of the data analyzed in the process of estimating reasonable exposure time as part of the appraisal process and is not intended to be a prediction of a date of sale or a one-line statement. It is an integral part of the analyses conducted during the appraisal assignment." The estimate of "reasonable marketing time is a function of price, time, use and anticipated market conditions such as changes in the cost and availability of funds; not an isolated estimate of time alone." The estimate of reasonable marketing time can be based on "statistical information about days on the market; information gathered through sales verification; interviews of market participants; and anticipated changes in market conditions."/5/ In order to estimate reasonable exposure and marketing periods for the subject property "as stabilized," we researched numerous sales of office properties in the subject area, AS this property type is the most similar in terms of use and CBD location. Further, buyers, sellers and/or brokers were contacted relevant to the sales utilized herein to /4/ Ibid., SMT-6, p 77. /5/ Ibid., Advisory Opinion AO-7, p 109. Page 6 EXECUTIVE SUMMARY

estimate market value and an appropriate marketing time for the subject. In addition, statistics on average marketing time a national scope were provided by Korpacz./6/ National CBD Offices in the current quarter reported an average marketing time of 8.36 months, compared with 8.64 months reported one year ago. The exposure period for the subject property as proposed is estimated at less than one year. This estimate is based on the strength in the subject's market area as discussed in the Area and Neighborhood Description and in the Highest and Best Use section of the report, along with the actual exposure time exhibited by recent sales of somewhat similar competing properties, and is supported by national statistics. In estimating the marketing time for the subject as stabilized, we have relied on the same information as for the exposure time. We have considered the specific location and economic trends currently impacting the subject location. Also considered in an historical context were the marketing periods exhibited by the comparable sales delineated in the Sales Comparison Approach. Based on observations in the immediate market area, and sales of properties in the area not necessarily utilized directly in the analysis herein, as well as on the empirical evidence exhibited by the improved sales utilized directly in this appraisal, we conclude that if the property were to be marketed, it seems probable that a purchaser could be found within a reasonable marketing time of less than twelve months. This topic was discussed with several

EXECUTIVE SUMMARY

estimate market value and an appropriate marketing time for the subject. In addition, statistics on average marketing time a national scope were provided by Korpacz./6/ National CBD Offices in the current quarter reported an average marketing time of 8.36 months, compared with 8.64 months reported one year ago. The exposure period for the subject property as proposed is estimated at less than one year. This estimate is based on the strength in the subject's market area as discussed in the Area and Neighborhood Description and in the Highest and Best Use section of the report, along with the actual exposure time exhibited by recent sales of somewhat similar competing properties, and is supported by national statistics. In estimating the marketing time for the subject as stabilized, we have relied on the same information as for the exposure time. We have considered the specific location and economic trends currently impacting the subject location. Also considered in an historical context were the marketing periods exhibited by the comparable sales delineated in the Sales Comparison Approach. Based on observations in the immediate market area, and sales of properties in the area not necessarily utilized directly in the analysis herein, as well as on the empirical evidence exhibited by the improved sales utilized directly in this appraisal, we conclude that if the property were to be marketed, it seems probable that a purchaser could be found within a reasonable marketing time of less than twelve months. This topic was discussed with several agents active in the Tacoma Central Business District, all of which believed a marketing period of less than twelve months is realistic. The value conclusion herein is arrived at with reference to this estimated marketing time. UNAVAILABILITY OF INFORMATION The appraisers received adequate information to complete the appraisal. /6/ Korpacz Real Estate Investor Survey, PriceWaterhouseCoopers, Third Quarter 1999, Volume 12, No. 3. Page 7 EXECUTIVE SUMMARY

FIRREA REQUIREMENTS The Financial Institution Reform, Recovery and Enforcement Act (FIRREA) was enacted by Congress in 1989. The federal regulatory agencies (Federal Deposit Insurance Corporation, Office of Thrift Supervision, Office of the Comptroller of the Currency and the Federal Reserve) have all issued final appraisal regulations in response to FIRREA. There are a number of specific issues that must be addressed in every appraisal report in order to comply fully with FIRREA requirements as they have been amended. The following information may or may not be discussed further in the body of this report, depending on the complexity of each issue as it relates to a specific appraisal assignment. The appraisers have, however, summarized the conclusions relevant to several of the FIRREA requirements below, as an aide to the reader. Each category references the relevant section in the FIRREA regulations as noted in 12 CFR Chapter 1 for the Office of the Comptroller of the Currency appraisal requirements which it addresses. SECTION 34.44 (a) CONFORMANCE WITH USPAP It is the intention of the appraisers that this report does not depart from USPAP requirements and conforms to generally accepted appraisal standards. SECTION 34.44 (b) WRITTEN APPRAISALS

EXECUTIVE SUMMARY

FIRREA REQUIREMENTS The Financial Institution Reform, Recovery and Enforcement Act (FIRREA) was enacted by Congress in 1989. The federal regulatory agencies (Federal Deposit Insurance Corporation, Office of Thrift Supervision, Office of the Comptroller of the Currency and the Federal Reserve) have all issued final appraisal regulations in response to FIRREA. There are a number of specific issues that must be addressed in every appraisal report in order to comply fully with FIRREA requirements as they have been amended. The following information may or may not be discussed further in the body of this report, depending on the complexity of each issue as it relates to a specific appraisal assignment. The appraisers have, however, summarized the conclusions relevant to several of the FIRREA requirements below, as an aide to the reader. Each category references the relevant section in the FIRREA regulations as noted in 12 CFR Chapter 1 for the Office of the Comptroller of the Currency appraisal requirements which it addresses. SECTION 34.44 (a) CONFORMANCE WITH USPAP It is the intention of the appraisers that this report does not depart from USPAP requirements and conforms to generally accepted appraisal standards. SECTION 34.44 (b) WRITTEN APPRAISALS It is the intent of the appraisers that this report be sufficiently descriptive to enable a reviewer to readily ascertain the estimated value reported and the rationale for that estimate. SECTION 34.44 (c) DEDUCTIONS AND DISCOUNTS The appraisal reports the estimated value of the specified interests in the subject property "as is" as of the date of appraisal and the prospective value "at stabilization/completion." No unusual deductions were considered appropriate for the completion of the appraisal. Therefore, no additional discounting of market value cash Page 8 EXECUTIVE SUMMARY

flows beyond that typically applied was deemed necessary to achieve a market value estimate. SECTION 34.44 (d) MARKET VALUE "Market Value" is defined as the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: Buyer and seller are typically motivated. Both parties are well informed or well advised, and acting in what they consider their own best interests. A reasonable time is allowed for exposure in the open market. Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto.

EXECUTIVE SUMMARY

flows beyond that typically applied was deemed necessary to achieve a market value estimate. SECTION 34.44 (d) MARKET VALUE "Market Value" is defined as the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: Buyer and seller are typically motivated. Both parties are well informed or well advised, and acting in what they consider their own best interests. A reasonable time is allowed for exposure in the open market. Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto. The price represents the normal consideration for the property sold, unaffected by special/creative financing or sales concessions granted by anyone associated with the sale./7/ SECTION 34.44 (e) STATE LICENSED APPRAISERS Each of the appraisers signing this report are certified by the State of Washington as Certified General Real Estate Appraisers. /7/ Office of the Comptroller of the Currency under 12 CFR, Part 34, Subpart C - Appraisals, 34.42 Definitions (f).) Page 9

Exhibit 10.36 (GLOBAL CROSSING(TM) LOGO APPEARS HERE) Contract Addendum This addendum is a listing of additional items or programs that Global Crossing will provide Insynq in addition to the programs already in place via the existing Referral Partner Agreement, Customer Authorization Form and Satisfaction Guarantee. These additional items/programs are designed to ensure a ongoing mutually beneficial partnership: 1) Global Crossing will provided Insynq with flat rate pricing for DSL, IP, and Frame Relay on a national basis. 2) Global Crossing will issue National Press Releases regarding the Strategic Partnership it has developed wit Insynq 3) Insynq will be able to list Global Crossing as a Strategic Partner in its advertising campaigns 4) Global Crossing Representatives will pursue available joint advertising and co-op dollars to help Insynq grow. Additionally, Global Crossing will help Insynq obtain the right to list Northpoint as a strategic partner and to secure any co-op dollars that may be available from leveraging Global Crossing's existing strategic partnership. 5) Insynq will have access to local Global Crossing representatives in all markets that Global Crossing has sales offices, which includes all major and minor markets. As Insynq open new markets, local sales offices will be notified so that relationships can be quickly built to enhance sales, provide overnight teaming environments, and

Exhibit 10.36 (GLOBAL CROSSING(TM) LOGO APPEARS HERE) Contract Addendum This addendum is a listing of additional items or programs that Global Crossing will provide Insynq in addition to the programs already in place via the existing Referral Partner Agreement, Customer Authorization Form and Satisfaction Guarantee. These additional items/programs are designed to ensure a ongoing mutually beneficial partnership: 1) Global Crossing will provided Insynq with flat rate pricing for DSL, IP, and Frame Relay on a national basis. 2) Global Crossing will issue National Press Releases regarding the Strategic Partnership it has developed wit Insynq 3) Insynq will be able to list Global Crossing as a Strategic Partner in its advertising campaigns 4) Global Crossing Representatives will pursue available joint advertising and co-op dollars to help Insynq grow. Additionally, Global Crossing will help Insynq obtain the right to list Northpoint as a strategic partner and to secure any co-op dollars that may be available from leveraging Global Crossing's existing strategic partnership. 5) Insynq will have access to local Global Crossing representatives in all markets that Global Crossing has sales offices, which includes all major and minor markets. As Insynq open new markets, local sales offices will be notified so that relationships can be quickly built to enhance sales, provide overnight teaming environments, and automatic leads and referral groups. 6) In addition to the local representation, Insynq will be provided with a National Account Team designed to assist in the maintenance of Master Accounts. These individuals will focus on help create ways to reduce the time required for the implementation process for National Rollout accounts. As part of this team, Global Crossing will employ a Client Service Consultant, Branch Administrator, National & Key Accounts Manager, Special Projects Coordinator, Data Account Executive, Sales Engineer, Implementation Engineer, and the Northpoint Product Manager for our national DSL product. 7) Insynq will be provided with a streamlined order process, and will receive referral partner credit for all team sales. 8) Dedicated local and national support groups that complete and enter contracts, protect your employees' time from being consumed with Telco issues, and work with you to resolve trouble tickets, customer outages, and monitor installations. 9) Global Crossing will utilize a Master Account Strategy to help Insynq drive their business model by eliminating multiple credit checks and order delays. 10) Insynq will have the ability to control their customer base by owning the circuits
Global Crossing Telecommunications Inc. Authorized Signature: /s/ Ray Lammkin --------------------Printed Name: Ray Lammkin ----------------------------Insynq Data Utilities Authorized Signature: /s/ John P. ----------Printed Name: John P. Gorst -----------------

Title:

Vice President ----------------------------------3-9-00 ---------------------------------

Title:

CEO, Chairman ------------------------3-6-2000 -------------------------

Date:

Date:

APPROVED FRONTIER SALES AUTHORIZATION AGREEMENT (Frontier Exclusive Referral Partner Program) STANDARD

APPROVED FRONTIER SALES AUTHORIZATION AGREEMENT (Frontier Exclusive Referral Partner Program) STANDARD This Agreement is between Frontier Communications Services Inc. ("Frontier"), a Michigan corporation with its principal offices located at 30300 Telegraph Road, Bingham Farms, Michigan 48025-4510, and Insynq Data Utilities ("Contractor"), a Washington corporation with its principal offices at 705 South 9th, Suite 305, Tacoma, WA 98405 and is effective as of the date this Agreement is signed by Frontier. This Agreement is voidable at Frontier's option unless Frontier receives a Contractor signed copy no later than July 23, 1999. PURPOSE: Frontier is a telecommunications common carrier engaged in the business of providing telecommunications services to residential and commercial customers. Contractor is an independent business with access to, or contacts with, potential business users of, and decision makers with respect to the purchase of, telecommunications services. The parties are entering into this Agreement for the purpose of having Contractor provide qualified sales leads for Frontier's commercial telecommunications services. For valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. Definitions (not otherwise defined in the body of this Agreement or the Commission Schedule). 1.1 "Commissionable Revenue" means the aggregate charges billed to Subscribers each month for Special MRCs as well as all minutes of usage of the Services (after application of any credits, such as, service usage, goodwill and carrier co-pay credits and any discounts and promotions), less applicable Excluded Charges and less a 5% adjustment for bad debt and uncollectible amounts. 1.2 "Excluded Charges" means the following items and charges billed to Subscribers each month (whether directly or incorporated into a rate or a monthly recurring charge ("MRC")), which items and charges Frontier may add to or delete at its sole discretion from time to time. (i) all taxes, tax like surcharges and other governmental assessments; (ii) directory assistance charges; (iii) all operator services, including calling card operator assistance; (iv) all surcharges, including calling card and payphone surcharges; (v) all non-recurring and installation charges; (vi) all per line charges such PICC charges; (vii) all pre-paid call charges; (viii) all cellular, toll-free and paging MRCs; all cellular roaming charges; (ix) all equipment charges; (x) all third party pass through charges such as local loop charges; (xi) all regulatory/government mandated or permitted pass through charges, such as universal service fund and EUCL- like charges; (xii) all make-up-to-minimum charges; and (xiii) all MRCs other than Special MRCs. -1(rev.2-3/26/99)

1.3 "Fourth Billing Cycle" is a Subscriber's fourth full Frontier billing cycle for the Services following Frontier confirmation and acceptance of the Subscriber's account. 1.4 "Qualified Lead" is a sales lead for a prospective commercial Subscriber submitted to Frontier's Field

1.3 "Fourth Billing Cycle" is a Subscriber's fourth full Frontier billing cycle for the Services following Frontier confirmation and acceptance of the Subscriber's account. 1.4 "Qualified Lead" is a sales lead for a prospective commercial Subscriber submitted to Frontier's Field Services Group (or such other group or individual as Frontier may designate) (the "Frontier Contact"), by Contractor during the term of this Agreement and which, at a minimum, contains: (i) the prospective Subscriber's name, address, telephone number and decision maker's name, (ii) estimated telecommunications usage volume (must be at least $1,500 per month), and (iii) a representation that Contractor has discussed Frontier services with the prospective Subscriber who desires a follow-up sales call from Frontier. Frontier may provide Contractor with a form to use for submission of a Qualified Lead. A Qualified Lead does not include general mailing or customer lists that Contractor may compile and submit to Frontier, nor sales leads submitted to Frontier other than through the Frontier Contact. 1.5 "Services" consist of (i) standard, tariffed Frontier Signature(TM) Plan I and II and Frontier EZ Plan business products and the ancillary value added services set out in the attached Exhibit A (which Exhibit A Frontier may from time to time modify), and (ii) the following Frontier products (collectively referred to as the "New Services"): Local Services (where available and as further defined below), Frame Relay, Integrated Services Digital Network (ISDN), Fractional T-1 , Private Line and Dedicated Internet services. In addition, "Services" shall include those Frontier services to which Existing Subscribers (defined in Section 3E below) have subscribed under Contractor's prior referral agent agreement with Frontier, if any. "Local Services" means local digital services ("LDS") provided by Frontier's ALEC companies (not Frontier ILECs) and does not include local "Business Line" resale by the ALECs. The current ALECs are Frontier Telemanagement Inc. and Frontier Local Services Inc. Frontier may add or delete authorized ALECs upon written notice to Contractor. 1.6 "Special MRCs" are all Frontier MRCs for which Frontier has expressly agreed in writing to pay Commissions to Contractor under this Agreement. The MRCs for the New Services are deemed Special MRCs. The MRCs associated with the value added services listed on Exhibit A are not Special MRCs and are not commissionable to Contractor under this Agreement. 1.7 "Subscribers" are Frontier customers generated by Qualified Leads that have signed a Term Agreement accepted by Frontier during the term of this Agreement. 1.8 "Term Agreement" is the written agreement (other than a SANS, which is defined in Section 3. G. below) between Frontier and a Subscriber pursuant to which Frontier agrees to provide the Services to the Subscriber. 2. Appointment of Contractor. 2.1 Frontier appoints Contractor as a non-exclusive independent contractor to obtain Qualified Leads from prospective Subscribers located in the continental United States for follow-up calls by Frontier; and Contractor accepts the appointment on the terms and conditions of this Agreement. Contractor is hereby authorized to hold itself out as an "Authorized Frontier Sales Agent", but not as a Frontier employee. Contractor is not authorized to present proposals, accept orders for the Services, or otherwise "sell" the Services to potential Subscribers or any other third parties. 2.2 Subscribers become customers of Frontier and remain customers of Frontier during and after expiration or termination of this Agreement. -2(rev.2-3/26/99)

2.3 Contractor represents that it has experience in marketing telecommunications services to businesses. 2.4 Contractor is not authorized to obtain Qualified Leads through inbound or outbound telemarketing.

2.3 Contractor represents that it has experience in marketing telecommunications services to businesses. 2.4 Contractor is not authorized to obtain Qualified Leads through inbound or outbound telemarketing. 3. Commissions. Contractor earns, on a monthly basis, the percentage of Commissionable Revenue set out in the attached Commission Schedule which is made a part hereof (the "Commission"), subject to the following. A. Subject to Section 7.4 if applicable, Commissions are earned through the expiration or termination date of this Agreement. B. Frontier calculates Commission payments in the month following the month in which a Subscriber account is invoiced by Frontier, e.g. Commission payments for June usage are calculated in July. Frontier does not owe Contractor any Commissions on Subscriber accounts that were terminated (as supported by Frontier account records) as of the date Commissions are calculated. C. If, at the time an order for the Services is received by Frontier, a Subscriber's estimated usage is less than the then current Frontier credit check threshold for accounts (the threshold varies depending on account location/type and product type) then no credit check is performed by Frontier for such Subscriber prior to acceptance. However, if such Subscriber has monthly usage in excess of such credit check threshold for its first full billing cycle, Frontier may, in its sole discretion, deduct from Commissions due Contractor the amount of bad debt attributable to such Subscriber. D. If Contractor has its own telecommunications account with Frontier, or otherwise owes Frontier any monies under this Agreement, Frontier may deduct from Commission payments such monies owed, as well as any delinquent amounts owed Frontier on such account. Contractor does not earn Commissions on its own telecommunications account with Frontier and any usage on such account is not included in when calculating Commissionable Revenue. E. Contractor is not entitled to Commissions for any Subscriber who had been a Frontier customer at any time during the six month period immediately preceding Frontier's receipt of a Qualified Lead for such Subscriber under this Agreement, other than existing Frontier customers that were Subscribers under Contractor's prior referral agent agreement with Frontier (except for any prior one-time payment referral agent agreement), if any, that is being replaced by this Agreement (the "Existing Subscribers"). All Commissionable Revenue attributable to the Existing Subscribers shall be aggregated by Frontier when calculating Monthly Commissionable Revenue and Commission or bonus percentages under the Commission Schedule attached to this Agreement and when calculating Commissionable Revenue requirements under Sections 7.4 and 7.6 of this Agreement. Revenue from any other prior or existing agreements between Contractor and Frontier (or one of its affiliated companies), including any one- time payment referral agent agreement, shall not be included when calculating Commissions, bonuses or revenue requirements under this Agreement. F. Contractor shall provide Frontier with a completed IRS Form W-9. If Contractor fails to provide a completed Form W-9, then until such Form is received, Frontier may at its option -3(rev.2-3/26/99)

either (i) withhold Commission payments, or (ii) withhold 20% of Commissions in excess of $600 for tax reporting purposes. G. The Commissions payable under this Agreement do not apply to Frontier services not defined under "Services" or to any Select Account Network Service or any other special pricing arrangements (collectively, "SANS"). Frontier may, in writing and at its sole discretion, authorize Contractor to receive Commissions under this Agreement for new products, services or promotions that Frontier may from time to time introduce (collectively, "Additional Services") or for SANS agreements. Contractor understands that it may, at Frontier's sole discretion, receive a different (and possibly reduced) Commission plan or percentages for the Additional

either (i) withhold Commission payments, or (ii) withhold 20% of Commissions in excess of $600 for tax reporting purposes. G. The Commissions payable under this Agreement do not apply to Frontier services not defined under "Services" or to any Select Account Network Service or any other special pricing arrangements (collectively, "SANS"). Frontier may, in writing and at its sole discretion, authorize Contractor to receive Commissions under this Agreement for new products, services or promotions that Frontier may from time to time introduce (collectively, "Additional Services") or for SANS agreements. Contractor understands that it may, at Frontier's sole discretion, receive a different (and possibly reduced) Commission plan or percentages for the Additional Services or a SANS agreement than Contractor receives for existing Services and Contractor agrees to accept such different plan or percentages as Frontier may designate. H. With respect to any of the New Services that may have been sold prior to the effective date of this Agreement, Frontier will commence making applicable Commission payments on Commissionable Revenue for such New Services billed after the effective date of this Agreement. In no event shall Frontier be obligated to pay Contractor Commissions hereunder or otherwise for New Services' revenue billed prior to the effective date of this Agreement. Further, Contractor shall be paid applicable Commissions hereunder for sales of the New Services made after the effective date of this Agreement to Subscribers that meet one of the following criteria: (i) an Existing Subscriber placing its first order for a New Service, or (ii) a new Subscriber ordering a New Service. 4. Frontier Obligations. 4.1 Commissions are paid to Contractor within 30 days after the earlier to occur of (i) the end of a calendar quarter, or (ii) the end of the month in which Commissions equal or exceed $100. 4.2 At the time of payment of the Commissions, Frontier will furnish Contractor with a written report detailing the Commissions payable to Contractor for the applicable period. 4.3 Frontier provides the Services in accordance with its then current (i) standard published/tariffed rates, (ii) standard terms and conditions of service, and (iii) applicable tariffs. Term Agreements, service orders and other subscriptions to the Services are not binding until accepted by Frontier. Frontier may, in its sole discretion, (a) reject or refuse to pursue any Qualified Lead, proposed SANS or Term Agreement, service order or other subscription solicited by or through Contractor, and (b) cancel the Services to Subscribers in accordance with its cancellation rights under its standard terms and conditions of service/tariffs without incurring liability to Contractor or any third party. 4.4 Upon its receipt of a Qualified Lead from Contractor, Frontier may, at its sole discretion, assign such sales personnel as Frontier deems appropriate to negotiate a Term Agreement with the prospective Subscriber. Frontier may require Contractor to provide a proper introduction of such sales personnel to the prospect's decision maker. 5. Obligations of Contractor. 5.1 Contractor shall perform its obligations under this Agreement in accordance with (i) applicable law, (ii) Frontier's ethics and other policies of which Contractor has been apprised, and (iii) in a commercially reasonable, ethical and professional manner. 5.2 To the extent Contractor makes any statements or representations to third parties with respect to Frontier, the Services, or the terms of this Agreement, such statements or -4(rev.2-3/26/99)

representations are to be true, accurate, not misleading and conform to and be consistent with the terms of this Agreement.

representations are to be true, accurate, not misleading and conform to and be consistent with the terms of this Agreement. 5.3 Contractor shall submit to Frontier all printed materials, telephone scripts or other materials, including proposals (which have not been supplied or approved by Frontier) to be used by Contractor in its marketing activities under this Agreement at least 15 business days prior to use. Frontier may prohibit the use of any materials that it determines in its sole discretion (i) do not accurately represent Frontier, the Services or the terms of this Agreement, or (ii) may adversely affect its name, trade names, logos, service marks, trademarks, reputation or business in general. 5.4 Contractor may not accept a service order, set prices or rates, nor bill or collect for the Services. Contractor may not (i) add any additional fee, commission, or surcharge to rates and charges for the Services established by Frontier, (ii) offer any special discounted rates or special promotions for the Services without the prior written consent of Frontier (which consent Frontier may give or withhold in its sole discretion), or (iii) pay any fee or commission nor grant any type of compensation to any existing or prospective Subscriber for its subscription to the Services. 5.5 Contractor is responsible for all its expenses in connection with its performance of this Agreement. Contractor shall render such additional support as Frontier may reasonably request regarding marketing of the Services to a Qualified Lead 5.6 Contractor represents and warrants that (i) it has not been requested to disclose to Frontier, or to use on behalf of Frontier, any confidential information belonging to a third party, nor will it use such information it may have on behalf of Frontier, (ii) there are no restrictions imposed on it by third parties that would limit its ability to perform its obligations under this Agreement, and (iii) neither it nor any of its directors, officers or principals have been convicted of a felony. 5.7 While this Agreement is in effect, Contractor shall represent Frontier on an exclusive basis for all potential Subscribers billing more than $3,000 per month in telecommunications services in all areas in which Frontier provides the Services. 5.8 Disputes Contractor may have with a Commissions payment or report must be brought to Frontier's attention by Contractor in writing within 90 days from Contractor's receipt of the report/payment, otherwise Contractor shall have waived its right to dispute the report/payment. Frontier shall not be obligated to consider Contractor's dispute claims made after such 90 day period, regardless of the reason for the dispute. 6. Relationship of Parties; Indemnification; Liability. 6.1 Frontier and Contractor acknowledge and agree that the relationship between them is solely that of independent contractors, and nothing in this Agreement is to be construed to constitute the parties as employer/employee, franchisor/franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertakIng. Employees of one party are not entitled to benefits of any nature whatsoever provided by the other party to its employees. Neither Frontier nor Contractor (or their respective employees, independent contractors, or agents) have any right, power or authority to act or create any obligation, express or implied, on behalf of the other. 6.2 Frontier shall defend and indemnify Contractor and its employees from and against any and all claims, expenses, damages, lawsuits, or other liabilities (including without limitation, reasonable attorneys' fees and court costs) relating to or arising out of Frontier's provision of the Services. -5(rev.2-3/26/99)

6.3 Contractor shall defend and indemnify Frontier and its employees, independent contractors and agents from and against all claims, taxes, penalties, interest, costs, expenses, damages, lawsuits, or other liabilities

6.3 Contractor shall defend and indemnify Frontier and its employees, independent contractors and agents from and against all claims, taxes, penalties, interest, costs, expenses, damages, lawsuits, or other liabilities (including without limitation, reasonable attorneys' fees and court costs) relating to or arising out of (i) acts or omissions of Contractor (or its employees, independent contractors or agents), (ii) the operation of Contractor's business, and (iii) agreements or understandings between Contractor and third parties relating to Frontier or the Services. 6.4 OTHER THAN FOR CONTRACTOR'S ABOVE RIGHT TO INDEMNIFICATION, THE SOLE LIABILITY OF FRONTIER TO CONTRACTOR FOR WHATEVER REASON (EXCEPT THE WILLFUL MISCONDUCT OF FRONTIER), IS FOR COMMISSIONS DUE CONTRACTOR UNDER THE TERMS OF THIS AGREEMENT. FRONTIER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES OR FRONTIER FACILITIES OR EQUIPMENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES UNDER THIS AGREEMENT. 6.5 Upon expiration or termination of this Agreement, Frontier will have no right to require Contractor to continue to act as an independent contractor to Frontier, and Contractor will have no right to require Frontier to retain Contractor in any capacity. Each party covenants that at no time will it commence any action or proceeding wherein it alleges that it has or had any such rights. Further, each party hereby waives any claim against the other for loss or damage of any kind (including, without limitation, damages or other compensation for unjust enrichment, loss of prospective profits, reimbursement for expenditures or investments made or commitments entered into, or goodwill) because of the failure or refusal of either of the parties to extend or renew this Agreement. 7. Term and Termination. 7.1 Subject to the early termination provisions set forth below, the term of this Agreement is three years from the Effective Date (the "Initial Term"). 7.2 If one party (i) for any reason ceases to conduct business in the normal course, (ii) files (a) a general assignment for the benefit of creditors, (b) a petition in bankruptcy, (c) a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar arrangement under any statute, law, or regulation, or (d) an answer admitting the material allegations of a petition against it in any such proceeding, (iii) consents to or acquiesces in the appointment of a custodian, trustee, receiver, or liquidator of it or all or any substantial part of its assets or properties, (iv) through its shareholders or partners shall take any action looking to its dissolution, winding-up or liquidation, or (v) becomes subject to any order for relief entered against it by a bankruptcy court or other court of competent jurisdiction, the other party may immediately terminate this Agreement upon written notice. 7.3 In the event of a breach of any term or condition of this Agreement by a party, the other party may terminate this Agreement upon 30 days written notice to the breaching party, unless the breaching party cures the breach during said 30 day period. 7.4 A. Either party may at any time terminate this Agreement for its convenience on 90 days prior written notice. If Frontier terminates this Agreement under this Section 7.4, then Contractor shall, subject to B. below, continue to receive its applicable monthly Commission percentage under the Commission Schedule: (i) for the unexpired portion of the Initial Term, (ii) for -6(rev.2-3/26/99)

12 months from the date of termination, or (iii) until the month in which monthly Commissionable Revenue falls

12 months from the date of termination, or (iii) until the month in which monthly Commissionable Revenue falls below $10,000, whichever occurs first. B. In order to remain eligible for continuing Commission under A. above, Contractor shall not, for the applicable run-off period, solicit Subscribers for telecommunication services provided by carriers other than Frontier. 7.5 Frontier may in its sole discretion at any time immediately terminate this Agreement upon written notice if Contractor fails to provide Frontier with at least five Qualified Leads each calendar quarter (commencing with the first full calendar quarter following the Effective Date of this Agreement), or it or any of its employees: (i) makes any misrepresentation when marketing the Services, (ii) fails to comply with Section 5.1 (ii), or (iii) is soliciting prospective Subscribers via telemarketing operations. 7.6 Either party may terminate this Agreement at any time upon written notice if: (i) Commissionable Revenue falls below $10,000 in each of any two consecutive months (commencing four months after implementation of the first Term Agreement under this Agreement (the "Ramp-Up Period"), or (ii) Commissionable Revenue in any month falls 60% or more from the highest month of Commissionable Revenue over the prior three month period. 7.7 Upon expiration or termination of this Agreement, or earlier upon written notice, each party shall immediately discontinue the use, if any, of all the other party's logos, trade names, service marks, trademarks, Proprietary Information (including copies and summaries thereof), and marketing materials. 7.8 Upon expiration or termination of this Agreement for any reason, Contractor shall not solicit Subscribers for telecommunication services provided by carriers other than Frontier for a period of 12 months following the date of expiration or termination, provided however, if Contractor is receiving run-off Commissions under Section 7.4, then such non-solicitation restriction shall continue for an additional 12 month period following the last run-off payment made to Contractor. 8. Trade Secrets and Confidentiality. 8.1 All information furnished to a party by the other party and identified as being proprietary or confidential (the "Proprietary Information") is to be treated in a confidential manner and remain the sole and exclusive property of the disclosing party. The terms of this Agreement are deemed Proprietary Information. All Subscriber-related information (including, without limitation, Commission reports) is deemed Proprietary Information of Frontier. The Proprietary Information may only be used by the receiving party for the purposes contemplated under this Agreement and may not be directly or indirectly disclosed to any third party without the prior written consent of the disclosing party (which consent may be given or withheld at the sole discretion of the disclosing party), provided however, the receiving party may disclose the same to its employees and independent contractors who have a need to know and who have agreed to treat the Proprietary Information in a confidential manner. Each party acknowledges that (i) the Proprietary Information of the other party is a valuable asset of such party, (ii) any disclosure or unauthorized use will cause irreparable harm and loss, and (iii) monetary damages may not be sufficient to compensate the disclosing party and injunctive relief is an appropriate remedy to prevent any actual or threatened unauthorized use or disclosure of the Proprietary Information. 8.2 The confidentiality and non-disclosure obligations set forth in this Section 8. do not apply to any portion of the Proprietary Information (other than Subscriber-related information) -7(rev.2-3/26/99)

which (i) is or becomes public knowledge through no fault of the receiving party, (ii) is disclosed to the receiving party without a restriction on disclosure by a third party which has the lawful right to disclose the same, or (iii) is required to be disclosed pursuant to a lawful and formal request or requirement of a governmental or regulatory authority.

which (i) is or becomes public knowledge through no fault of the receiving party, (ii) is disclosed to the receiving party without a restriction on disclosure by a third party which has the lawful right to disclose the same, or (iii) is required to be disclosed pursuant to a lawful and formal request or requirement of a governmental or regulatory authority. 8.3 Except as may otherwise be provided herein, neither party may use the name, logos, trade names, service marks, trademarks, printed materials, or art work of the other party, in any promotional or advertising material, statement, document, press release, broadcast or other communication without the prior, written consent of the other party, which consent may be given or withheld in the sole discretion of such other party. 9. Miscellaneous. 9.1 Contractor may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Frontier, which consent Frontier shall not unreasonably withhold. Any assignment or transfer without the required consent is voidable at Frontier's option. Except to the extent Contractor is a publicly traded corporation, any change in Contractor's ownership or actual voting or managerial control is deemed an assignment by Contractor for the purposes of this Subsection. This Agreement is binding on the parties and their respective successors and permitted assigns. 9.2 Any notice, statement, or other report required or permitted by this Agreement must (i) be in writing and is deemed given when (a) delivered personally, (b) sent by confirmed facsimile, or (c) 48 hours after deposit in the U.S. mail, if mailed by registered or certified mail, return receipt requested, postage prepaid, or delivery to a public or private express mail service for overnight delivery, and (ii) addressed to the other party at the address set forth in the opening paragraph of this Agreement, or at such other address as either party may designate from time to time in accordance with this Subsection. 9.3 This Agreement is governed by the laws of Michigan, without giving effect to its choice of law principles. Contractor (i) agrees that the Courts of Michigan (including the United States District Court for the Eastern District of Michigan) have exclusive jurisdiction and are the venue for any action arising under this Agreement, and (ii) hereby submits itself to the exclusive jurisdiction of said Courts for purposes of any such action. 9.4 The illegality or unenforceability of any provision or portion of this Agreement does not affect the legality or enforceability of any other provision or portion. If any portion or provision of this Agreement is deemed illegal or unenforceable for any reason, there will be deemed to be made such minimum change in such portion or provision as is necessary to make it valid and enforceable and acceptable to the parties as so modified. 9.5 This Agreement and any Schedules attached by the parties from time to time contain the entire agreement between the parties concerning the subject matter covered under this Agreement, and any representations or agreements, oral or otherwise, not embodied herein, are superseded by this Agreement. Without limiting the foregoing, this Agreement replaces any prior referral agent agreement between the parties. 9.6 This Agreement, or any of its provisions, may not be amended, or modified, and no provision may be waived, unless such amendment, modification, or waiver is in writing and signed by the party against whom enforcement is sought. The waiver of any breach or default under this Agreement does not constitute the waiver of any other breach or default, whether or not similar, nor any subsequent breach of the same provision. The election by either party of any right or remedy contained in this Agreement is not exclusive of any other rights or remedies in law or equity other than as may be limited by this Agreement. -8(rev.2-3/26/99)

9.7 This Agreement may be executed in two or more counterparts, each of which is an original, but all of which together shall constitute one and the same document. The individuals signing this Agreement represent and warrant that they are authorized to bind and do so bind the party on behalf of which they are executing this Agreement.

9.7 This Agreement may be executed in two or more counterparts, each of which is an original, but all of which together shall constitute one and the same document. The individuals signing this Agreement represent and warrant that they are authorized to bind and do so bind the party on behalf of which they are executing this Agreement. 9.8 During the term of this Agreement, each party must comply with all local, state and federal laws and regulations applicable to its business and the performance of its obligations under this Agreement. 9.9 Either party's delay in, or failure of, performance under this Agreement is excused, where such delay or failure is caused by an act of God, fire or other catastrophe, electrical, computer, or mechanical failure, work stoppage, or acts of government or agencies thereof outside such party's reasonable control. 9.10 The provisions of this Agreement and the rights and obligations created hereunder are intended for the sole benefit of Frontier and Contractor, and do not create any right, claim or benefit on the part of any person not a party to this Agreement, including Subscribers. 9.11 The obligations of the parties relating to monies owed hereunder, as well as the provisions relating to confidentiality, non-solicitation of Subscribers, limitations on liability and indemnification, survive expiration or termination of this Agreement. 9.12 This Agreement is voidable at Frontier's option if there are any modifications to the text of this Agreement not approved by a Frontier representative (VP level or above) in writing. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.
Frontier Communications Services Inc. By: /s/ [Illegible] -------------------------Insynq Data Utilities By: /s/ John P. Gorst -------------------------John P. Gorst ------------------------

Title: VP Sales Operations -----------------------Date: 8/10/99 ------------ ("Effective Date")

Name:

Title: CEO -----------------------Date: 7-20-99 -------------------

6/28/99

-9(rev.2-3/26/99)

COMMISSION SCHEDULE 1. Monthly Residual Commission: Contractor will be paid a monthly Commission of 3% of Commissionable Revenue during the Ramp-Up Period/*/(defined at Section 7.6 of the Agreement), and thereafter in accordance with the following non- incremental (i.e., Commission is applied back to the first dollar) schedule:
Monthly Commissionable Revenue -----------------------------$ 0 through $10,000.00 $ 10,000.01 through $50,000.00 $ 50,000.01 through $100,000.00 Commission % -----------0% 3% 4%

COMMISSION SCHEDULE 1. Monthly Residual Commission: Contractor will be paid a monthly Commission of 3% of Commissionable Revenue during the Ramp-Up Period/*/(defined at Section 7.6 of the Agreement), and thereafter in accordance with the following non- incremental (i.e., Commission is applied back to the first dollar) schedule:
Monthly Commissionable Revenue -----------------------------$ 0 through $10,000.00 $ 10,000.01 through $50,000.00 $ 50,000.01 through $100,000.00 $ 100,000.01 and up Commission % -----------0% 3% 4% 5%

*If Contractor has in excess of $10,000 in monthly Commissionable Revenue under an existing referral agent agreement with Frontier (except for any prior one-time payment referral agent agreement) at the time such agreement is replaced with this Agreement, then during the Ramp-up Period Contractor will be earn Commissions in accordance with the above schedule in lieu of the flat 3%. 2. Bonus Percentages: Subject to meeting the following conditions, Contractor is eligible to earn one of the following bonus payments: A. For each month in which Contractor's (i) Monthly Commissionable Revenue is at the $100,000.01 and up level, and (ii) Fourth Billing Cycle Commissionable usage Revenue (aggregated for all non-SANS Subscribers whose Fourth Billing Cycle falls in the month being measured) is at least $10,000, Contractor's 5% Commission under item 1 above shall be increased to 6% for that month. B. For each month in which Contractor's (i) Monthly Commissionable Revenue is at the $100,000.01 and up level, and (ii) Fourth Billing Cycle Commissionable Usage Revenue (aggregated for all non-SANS Subscribers whose Fourth Billing Cycle falls in the month being measured) is at least $25,000, Contractor's 5% Commission under item above shall be increased to 7% for that month. [ ] Commission checks sent to:
Name INSYNQ Inc. ------------------------------------------705 S 9th Suite 204 ----------------------------------------

Address

City,State Zip Tacoma WA 98405 TAX INFORMATION (in addition to IRS Form W-9)
Tax ID/Social Security Number 91-1924630 -----------------------------[ ] No [ ] Partnership [ ] Other

Exempt from Withholding Tax Status:

[ ] Yes

[ ] Individual/Sole Proprietorship [ ] Corporation

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

-10(rev.2-3/26/99)

EXHIBIT A VALUE ADDED SERVICES
Ready Access Teleconferencing Frontier Spectrum(TM) TravelReach(TM) Paging Teleconferencing Voice Mail GlobalPoint(TM) MultiPoint(R) Frontier Invoice Manager Frontier TargetLine(TM) Outlook(TM) ExpressView(TM)

Validated Accounting Codes 3 Digit Accounting Codes 800/888 Time of Day Routing 800/888 Area Code Routing Speedlink Calling Card

6/11/99 -11(rev.2-3/26/99)

EXHIBIT 23.1 G. BRAD BECKSTEAD Certified Public Accountant 330 E. Warm Springs Las Vegas, NV 89119 702.528.1984 425.928.2877 (efax) September 11, 2000 To Whom It May Concern: The firm of G. Brad Beckstead, CPA, consents to the inclusion of my report of September 11, 2000, on the Financial Statements of Xcel Management, Inc. (A Development Stage Company) for the years ended May 31, 2000 and 1999, in any filings which are necessary now or in the near future to be filed with the US Securities and Exchange Commission. Signed,
/s/ G. Brad Beckstead

G. Brad Beckstead, CPA

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START

12 MOS MAY 31 2000 JUN 01 1999

EXHIBIT A VALUE ADDED SERVICES
Ready Access Teleconferencing Frontier Spectrum(TM) TravelReach(TM) Paging Teleconferencing Voice Mail GlobalPoint(TM) MultiPoint(R) Frontier Invoice Manager Frontier TargetLine(TM) Outlook(TM) ExpressView(TM)

Validated Accounting Codes 3 Digit Accounting Codes 800/888 Time of Day Routing 800/888 Area Code Routing Speedlink Calling Card

6/11/99 -11(rev.2-3/26/99)

EXHIBIT 23.1 G. BRAD BECKSTEAD Certified Public Accountant 330 E. Warm Springs Las Vegas, NV 89119 702.528.1984 425.928.2877 (efax) September 11, 2000 To Whom It May Concern: The firm of G. Brad Beckstead, CPA, consents to the inclusion of my report of September 11, 2000, on the Financial Statements of Xcel Management, Inc. (A Development Stage Company) for the years ended May 31, 2000 and 1999, in any filings which are necessary now or in the near future to be filed with the US Securities and Exchange Commission. Signed,
/s/ G. Brad Beckstead

G. Brad Beckstead, CPA

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY

12 MOS MAY 31 2000 JUN 01 1999 MAY 31 2000 106,806 0 50,718 1,469 67,509

EXHIBIT 23.1 G. BRAD BECKSTEAD Certified Public Accountant 330 E. Warm Springs Las Vegas, NV 89119 702.528.1984 425.928.2877 (efax) September 11, 2000 To Whom It May Concern: The firm of G. Brad Beckstead, CPA, consents to the inclusion of my report of September 11, 2000, on the Financial Statements of Xcel Management, Inc. (A Development Stage Company) for the years ended May 31, 2000 and 1999, in any filings which are necessary now or in the near future to be filed with the US Securities and Exchange Commission. Signed,
/s/ G. Brad Beckstead

G. Brad Beckstead, CPA

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

12 MOS MAY 31 2000 JUN 01 1999 MAY 31 2000 106,806 0 50,718 1,469 67,509 269,663 1,031,676 106,225 1,607,577 783,921 0 0 0 9,728 277,441 1,607,577 235,808 277,792 370,561 3,050,983 0 0 62,222 (2,830,427) 0 0 0 0 0 (2,830,427) (0.29) (0.29)

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

12 MOS MAY 31 2000 JUN 01 1999 MAY 31 2000 106,806 0 50,718 1,469 67,509 269,663 1,031,676 106,225 1,607,577 783,921 0 0 0 9,728 277,441 1,607,577 235,808 277,792 370,561 3,050,983 0 0 62,222 (2,830,427) 0 0 0 0 0 (2,830,427) (0.29) (0.29)