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Application Hosting And Delivery Agreement - INSYNQ INC - 10-23-2000

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Application Hosting And Delivery Agreement - INSYNQ INC - 10-23-2000 Powered By Docstoc
					EXHIBIT 10.37 APPLICATION HOSTING AND DELIVERY AGREEMENT This Application Hosting and Delivery Agreement ("Agreement") is effective as of the 18 day of August, 2000 ("Effective Date") between Donor Management, Inc., a Delaware corporation with its principal offices located at 2445 Impala Drive, Carlsbad, California 92008 ("DMI") and XCEL Management, Inc. dba InsynQ, a Delaware Corporation with its principal offices located at 1101 Broadway, Tacoma, WA 98402 ("Insynq"). RECITALS WHEREAS, DMI holds the rights to certain computer software and related materials ("Software"), and WHEREAS, DMI desires to market and distribute the Software as a service which may be delivered to clients electronically by means of the Internet, and WHEREAS, Insynq has experience installing and managing business software at a central computer ("Application Hosting") and distributing such software in the form of service delivered electronically via the Internet ("Application Delivery Services") to users of the Software ("End Users"), and WHEREAS, Insynq desires to obtain a license to host and distribute the Software. NOW, THEREFORE, in consideration of the conditions and promises herein contained, we mutually agree as follows: AGREEMENT GRANT OF LICENSE. DMI hereby grants to Insynq a limited non-exclusive and non-transferable right to install and use the Software at a central location owned and operated by Insynq ("Data Center"), and to distribute the Software as a service, which is delivered via the Internet, to End Users that have executed a corresponding End User Software License Agreement and to Resellers that have been licensed by DMI and Insynq to sell the Software and/or Application Hosting and Delivery Services. TERM AND TERMINATION. The initial term of this Agreement shall commence on the Effective Date and unless terminated earlier as provided herein, shall continue for a period of thirty-six (36) months from the Effective Date. This Agreement shall be renewed at its expiration for successive 12-month periods, unless either party gives written notice of termination to the other no later than sixty (60) days before the close of the contract term. Either party may terminate this Agreement at any time, without cause and without intervention, by giving sixty (60) days written notice to the other party. SOFTWARE. Software shall include Donor Development and Donor Accounting (a.k.a. Rainier Accounting), which together and separately from part of an information system developed and owned by DMI for use by nonprofit organizations, along with and all future versions of the Software, product and user manuals, and all enhancements, revisions, or modifications made to the Software by DMI. DMI shall deliver the Software to Insynq in executable form. Insynq may not copy the Software; except that (1) Insynq may make one copy of the Software solely for backup or archival purposes, and (2) Insynq may transfer the Software to hard disks in the Data Center computers provided Insynq keeps the original solely for backup or archival purposes. Insynq may copy the written materials only for use by technical personnel responsible for providing technical support related to the Software. Insynq acknowledges that the source code and executable version of the Software are a confidential trade secret of DMI and Insynq agrees not to decipher, reverse engineer, decompile, or disassemble the Software.

FEES AND COMPENSATION. Insynq shall pay no fees to DMI and DMI shall pay no fees to Insynq as a result of this Agreement. DMI'S RESPONSIBILITIES SOFTWARE DELIVERY TO INSYNQ. On a timely manner, DMI shall deliver to Insynq the latest published version of the Software. DEMONSTRATION SOFTWARE. DMI shall deliver to Insynq a version of the Software that has been modified for the purposes of testing and demonstrating the characteristics and capabilities of the Software. TECHNICAL SUPPORT. DMI shall provide at no charge to Insynq and during DMI's normal business hours telephone consultation on technical and engineering matters related to the installation, operation and delivery of the Software. Direct support to the End User regarding operation and use of the Software shall be the responsibility of the DMI Reseller. The responsibilities and obligations of the DMI Reseller regarding support to the End User are governed by the terms of the DMI Reseller Agreement. TECHNICAL TRAINING. Upon signature of this Agreement and at a mutually agreeable date, DMI shall train up to (2) Insynq employees on the installation, deployment and operation of the Software. Technical training shall be provided at no cost to Insynq, except that Insynq shall be responsible for all travel and out-of-pocket expenses that either DMI or Insynq employees may incur in relation to this training. INSYNQ'S RESPONSIBILITIES APPLICATION HOSTING AND APPLICATION DELIVERY SERVICES. Insynq shall render its Application Hosting and Application Delivery Services in accordance to published standards issued by Insynq from time to time in relation to speed of response and reliability of operation for such functions. The current version of such published standards is included in Exhibit A of this Agreement. DEMONSTRATION PRODUCT. Insynq shall Host and Deliver a version of the Software for the purpose of demonstrating to potential buyers the characteristics and capabilities of the Software and to provide DMI/Insynq Resellers the means to deliver training and product support services. TECHNICAL SUPPORT. Insynq shall designate two (2) members of its technical staff to receive from DMI Technical Training on the installation and deployment of the Software. The technical support provided by Insynq technical staff shall include installation and upkeep of the Software at the Data Center and deployment of the Software to licensed End Users. RESPONSIBILITIES OF PARTIES UPON TERMINATION OF THE AGREEMENT. In the event that this Agreement is terminated by any of the parties, with or without reason, Insynq shall be obligated to continue Hosting and Delivering the Software while there remain duly licensed End Users of the Software. Any fees that may be collected after the Agreement is terminated shall be in accordance with the terms and conditions of the Reseller Agreement governing the sale of Hosting Services related to the Software. TRADEMARKS. During the Term of this Agreement, Insynq shall have a limited non-transferable right to refer to the Software and related services using DMI product trademarks in compliance with the laws concerning protection of trademarks and trade names if the reference is not misleading and does not indicate or imply DMI endorsement or approval of any other product or service offered by Insynq. The appropriate trademark symbol ("TM") shall be used whenever the Software is mentioned in any advertisement, or published material of any form by Insynq.

CONFIDENTIALITY. During the term of this Agreement and for twelve (12) months following the termination of this Agreement, Insynq agrees to hold in strict confidence and not disclose without express written consent of DMI any information learned about the DMI products that is or should reasonably be understood to be confidential and proprietary to DMI. Insynq agrees to take all reasonably necessary measures required to protect this confidential information.

CONFIDENTIALITY. During the term of this Agreement and for twelve (12) months following the termination of this Agreement, Insynq agrees to hold in strict confidence and not disclose without express written consent of DMI any information learned about the DMI products that is or should reasonably be understood to be confidential and proprietary to DMI. Insynq agrees to take all reasonably necessary measures required to protect this confidential information. LIMITATION OF LIABILITY. Subject to applicable law, DMI shall not be liable for any damages whatsoever (including without limitation, direct or indirect damages for personal injury, loss of profits, loss of information, business interruption, or any other pecuniary loss) arising out of the use of or inability to use the Software, even if DMI has been advised of the possibility of damage. Regardless, the entire liability of DMI shall be limited to the amount DMI actually received from the End User to use the Software. This provision may not apply in certain jurisdictions that do not allow for the limitation or exclusion of liability. In no event shall DMI be liable for any consequential damages arising out of or in connection with the use or performance of the DMI Software. INDEPENDENT CONTRACTOR. Insynq is not an Employee of DMI. Insynq is an independent contractor, and shall not be entitled to any benefits or workers compensation benefits given to employees of DMI, and shall be responsible for the payment of all taxes with respect to compensation received from DMI. It is expressly acknowledged that Insynq is provided great flexibility in the performance of the services specified herein, and is not subject to the control typically associated with an employee or franchise relationship. Insynq shall not hold itself out as an agent of DMI. This Agreement shall not be construed as creating an agency, partnership, joint venture or franchise relationship between Insynq and DMI. Insynq does not have authority to bind DMI in any way, other than those inherent to the job. INDEMNIFICATION. Insynq agrees to indemnify DMI for all liabilities, costs, claims, and damages of any type, including cost to defend, resulting from a breach of this Agreement or arising out of Insynq's business related only to this Agreement and the Software, including training and support of Insynq's customers. DMI agrees to indemnify Insynq for all liabilities, costs, claims, and damages of any type, including costs to defend, resulting from a breach of this Agreement and/or any defect in design or construction of all products and services provided by Insynq. COMPLETE AGREEMENT. This Agreement, and all exhibits hereto, constitutes the complete agreement between the parties with respect to the subject matter herein, and replaces and supersedes all prior and contemporaneous written or oral agreements or statements. PARTIES OF INTEREST. Except as expressly as provided herein, nothing in this Agreement shall confer any right or remedies to any persons other than the parties hereto, and their respective successors and assigns, nor shall anything herein relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right or action over or against any party to this Agreement. INTERPRETATION AND JURISDICTION. This Agreement shall be construed in accordance with the laws of the State of California. Each party hereby consents to the exclusive jurisdiction of the state and federal courts sitting in California for any action arising out of or in connection with this Agreement. Each party further agrees that personal jurisdiction over him may be effected by service of process by registered or certified mail, and that when so made shall be as if served upon him personally within the State of California. SEVERABILITY. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid or unenforceable, it is hereby severed from this Agreement, and the remainder of the Agreement remains unaffected thereby. The parties agree that the severed provision shall be replaced with such other provision that most closely reflects the intent of the parties hereto and is enforceable. Intent of such provisions will be decided upon mutual consent. If the parties cannot reach mutual consent on provisions an unbiased 3/rd/ party will be retained to determine intent.

AMENDMENTS. All amendments or changes to this Agreement shall be in writing and signed by all parties. It is understood that Supplier may unilaterally change the policies and procedures regarding the distribution of the Software without notice.

AMENDMENTS. All amendments or changes to this Agreement shall be in writing and signed by all parties. It is understood that Supplier may unilaterally change the policies and procedures regarding the distribution of the Software without notice. ATTORNEY FEES. In the event any dispute arises between the parties regarding this Agreement, or the enforcement of any provision herein, the prevailing party shall be entitled to recover its costs, expenses, discovery costs, and attorneys' fees incurred in connection with any such controversy, in addition to whatever other relief, if any, is granted to the prevailing party. NOTICE. All legal notices under this Agreement shall be in writing and shall be delivered by registered U.S. mail. ASSIGNMENT. Insynq may not assign, delegate, sub-contract or otherwise transfer this Agreement or any of its rights or obligations without DMI's prior approval. The rights granted by DMI to Insynq are personal to Insynq, and Insynq will not appoint any independent agent, representative, commissionaire, Insynq reseller or other third person to promote or market the Licensed Software without the consent of DMI. Any attempt to do any of the foregoing without the approval of DMI will be void. In no event shall Insynq's rights or obligations hereunder be assigned or assignable by operation of law or by bankruptcy proceedings; and in no event shall this License or any rights or privileges hereunder be an asset of Insynq under bankruptcy, insolvency, or reorganization proceedings. IN WITNESS of our agreement hereto, WE EXECUTE this Agreement. ACCEPTED BY:
XCEL Management, Inc. dba InsynQ Donor Management, Inc.

/s/ John P. Gorst -------------------------------John P. Gorst, CEO and Chairman Date: 9/17/2000 ---------------------------

/s/ [ILLEGIBLE]^^ ---------------------------------Authorized Signature Date: August 14, 2000 ---------------------------Executive Vice President

EXHIBIT 10.38 APPLICATION SERVICE PROVIDER AGREEMENT This Agreement made as of this 21/st/ day of August, 2000, by and between Corel Corporation ("COREL") having its principal place of business at 1600 Carling Avenue, Ottawa, Ontario, K1Z 8R7 (Tel: 613-728-8200 Fax: 613-728-9790) and InsynQ, Inc. ("ASP"), having its principal place of business at 1101 Broadway Plaza, Tacorna, WA 98402 (Tel: 916-797-7334, Fax: 916-784-3855). BACKGROUND: 1. COREL desires to secure distribution of certain of its software; and 2. ASP desires to obtain certain rights to allow its customers to access software from COREL. NOW THEREFORE, in consideration of the mutual promises, covenants and obligations contained herein the parties agree as follows: 1. INTERPRETATION

EXHIBIT 10.38 APPLICATION SERVICE PROVIDER AGREEMENT This Agreement made as of this 21/st/ day of August, 2000, by and between Corel Corporation ("COREL") having its principal place of business at 1600 Carling Avenue, Ottawa, Ontario, K1Z 8R7 (Tel: 613-728-8200 Fax: 613-728-9790) and InsynQ, Inc. ("ASP"), having its principal place of business at 1101 Broadway Plaza, Tacorna, WA 98402 (Tel: 916-797-7334, Fax: 916-784-3855). BACKGROUND: 1. COREL desires to secure distribution of certain of its software; and 2. ASP desires to obtain certain rights to allow its customers to access software from COREL. NOW THEREFORE, in consideration of the mutual promises, covenants and obligations contained herein the parties agree as follows: 1. INTERPRETATION 1.01 Definitions. As used herein: (i) "Agreement" means this agreement and any schedules attached hereto. (ii) "ASP Program" means the process by which Customer accesses the ASP System to obtain use of the Software provided that such Customer has entered into a services agreement with ASP and remains in good standing under such agreement. (iii) "ASP Software Package" means the software package offered by ASP to Customers which permits use of the Software on the ASP System. (iv) "ASP System" means the enabling technology on ASP's local area network based server located at 1101 Broadway Plaza, Tacoma, WA 98402 and any other location within the Territory and used by ASP to permit Customers who have acquired a ASP Software Package through the ASP Program to access and use the Software, only using a high speed transmission connection, or other public or private access network or communication mediums. (v) "COREL Marks" means the trade names and trade-marks related to the Software. (vi) "Customer" means individuals or entities who are customers in good standing with ASP and who purchase an ASP Software Package through the ASP Program from ASP or Reseller. (vii) "End User License Agreement" means COREL's end user license as modified by COREL from time to time. (viii) "Reseller" means any electronic reseller authorized by ASP to distribute the Software to Customer. (ix) "Services" means those services as described in Schedule "C" hereto. (x) "Software" means the object code version in any form or format of any of the COREL software products listed in Schedule "B". (xi) "Software Prices" means the amount payable by ASP pursuant to Section 7 of this Agreement and according to the pricing schedule set out in schedule "B". (xii) "Territory" means worldwide subject to Section 5.04. (xiii) "User Profile" means a single registered Customer with access to the ASP System. 1.02 Schedules. The following Schedules are appended to and form part of this Agreement:
Schedule "A" Schedule "B" Schedule "C" 2. LICENSE " " " Guidelines for Using Corel Trade-Marks and Guidelines for using Corel Logos Software and Software Prices Reports and Services

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2.01 License and Appointment. Subject to the terms and conditions hereof, COREL

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2.01 License and Appointment. Subject to the terms and conditions hereof, COREL ----------------------hereby grants ASP and ASP accepts from COREL: 2.01.1 Software Access. a non-exclusive right to be a software access --------------provider and to allow Customers to use the Software only as a part of the ASP Software Package and only through the ASP System to Customers participating under the ASP Program within the Territory; and Sublicense. a non-exclusive right to sublicense to Reseller the ---------right to be a software access provider and to allow Customers to use the Software only as a part of the ASP Software Package and only through the ASP System and only to Customers participating under the ASP Program within the Territory.

2.01.2

ASP agrees not to distribute the Software other than in computer readable form as part of an ASP Software Package under the ASP Program within the Territory. 2.02 Intellectual Property. ASP acknowledges that COREL is the owner of all --------------------intellectual property, including, without limitation, patents and copyright, relating to the Software and the COREL Marks. ASP shall have no rights in respect of such intellectual property, patents or copyright other than to act as a software access provider to deliver the Software subject to the End User License Agreements.

2.03

Master. To enable ASP to exercise those rights granted under Section 2.01, -----COREL shall deliver to ASP a master copy of the Software and any updates and upgrades if available, in accordance with the estimated availability as determined by COREL, in COREL's sole discretion, for the Software as set out in Schedule "B". Reseller Agreement. ASP shall ensure that each Reseller is subject to a -----------------binding written agreement with ASP that includes provisions consistent with the material substance of Sections 2.02, 3, 4, 5.02, 5.04, 8, 9, 10 and 11 and such agreements must be materially no less protective of COREL's rights in the Software than are the terms and conditions of this Agreement. TRADE-MARKS COREL Marks. During the term of this Agreement, COREL hereby grants ASP a ----------license to display the COREL Marks solely in the form provided by COREL and only in conjunction with the ASP Program. Non-alteration. ASP agrees not to alter the COREL Marks, copyright -------------notices or designs of any Software. ASP acknowledges and agrees that COREL retains all of its right, title and interest in the COREL Marks, and all use of the COREL Marks by ASP shall enure to the benefit of COREL. Mark Policies and Standards. ASP shall display the COREL Marks in --------------------------accordance with COREL's Guidelines for Using COREL Trademarks and Guidelines for Using COREL Logos as set forth in Schedule "A" or as otherwise in effect from time to time. COREL retains the right to specify and approve the quality and standards of all materials on which the COREL Marks are displayed and to inspect samples of such materials from time to time. Failure of ASP to adhere to such standards of quality shall be grounds for COREL to terminate ASP's rights to use such COREL Marks and to terminate this Agreement. In order to enable COREL to protect its rights in the COREL Marks, ASP will advise COREL of every country in which it markers or distributes the Software or uses the COREL Marks.

2.04

3. 3.01

3.02

3.03

3 3.04 Validity and Enforceability of Marks. ASP shall not at any time during or -----------------------------------after the term of this Agreement assert any claim or interest in or to anything which may adversely affect the validity or enforceability of any of the COREL Marks. ASP shall not register, seek to register, or cause to be registered any of COREL's trade-marks, logos, copyrights, including the COREL Marks without COREL's prior written consent. ASP shall not adopt or use such trade-marks, trade names, logos or insignia or any confusingly similar work or symbol, as part of the ASP Program and/or the ASP System company or partnership name. Infringement and Further Assurances. ASP agrees to report all ----------------------------------infringement or improper or unauthorized use of COREL's trade-marks, trade names, logos or insignia, including the COREL Marks which come to the attention of ASP, ASP further agrees to execute all documents and further assurances required by COREL to register or protect COREL's rights. TERM OF AGREEMENT Effective Date. This Agreement shall be effective as of the date first -------------written above. Initial Term. The initial term of this Agreement shall commence upon the -----------date first written above and shall continue for a period of twelve (12) months from such date, subject to Section 13. Renewal. Subject to Section 13, this Agreement shall be renewed for ------subsequent periods of twelve (12) months at the end of the prior twelve (12) month term unless either party notifies the other thirty (30) days prior to the expiry of the term that it does not wish to renew the Agreement for a further twelve (12) month term. RESPONSIBILITIES OF ASP ASP System and Customer Support. ASP represents and warrants to COREL ------------------------------that ASP has and will maintain a secure and fully functional ASP System which shall only permit Customers to connect to the ASP System and which shall not permit Customers to save the Software, Software files or programs ("Software Files") on Customer's hard disk or any other tangible media. However, Customer shall have the ability to store and print the data created using the Software Files onto Customer's hard disk or any other tangible media. ASP shall provide all support for Customers utilizing the ASP System to access ASP Software Packages. ASP shall indemnify COREL from all losses or damages suffered by COREL as a result of any intentional or negligent failure of ASP and/or the ASP System to restrict the saving or printing of Software or Software Files. Restrictions. ASP shall distribute the Software only in the form provided -----------by COREL as part of an ASP Software Package and shall not alter the Software or End User License Agreement or any part thereof, COREL retains the right to specify and approve the quality and standards of the Software and to inspect samples of such Software from time to time. ASP shall not rent the Software or ASP Software Packages or knowingly distribute or resell to anyone who infringes COREL's rights. ASP shall immediately discontinue all access to ASP System and electronic access to Software or ASP Software Packages by Customers who rent same or infringe COREL's rights. In the event ASP becomes aware of, or receives notice from COREL, that Resellers have infringed COREL's rights, ASP shall immediately discontinue all distribution of Software to said Reseller. ASP shall impose this same restriction on all Resellers who distribute the Software. Acceptance of EULA. ASP shall ensure that, prior to access to or use of ------------------

3.05

4. 4.01

4.02

4.03

5. 5.01

5.02

5.03

3 3.04 Validity and Enforceability of Marks. ASP shall not at any time during or -----------------------------------after the term of this Agreement assert any claim or interest in or to anything which may adversely affect the validity or enforceability of any of the COREL Marks. ASP shall not register, seek to register, or cause to be registered any of COREL's trade-marks, logos, copyrights, including the COREL Marks without COREL's prior written consent. ASP shall not adopt or use such trade-marks, trade names, logos or insignia or any confusingly similar work or symbol, as part of the ASP Program and/or the ASP System company or partnership name. Infringement and Further Assurances. ASP agrees to report all ----------------------------------infringement or improper or unauthorized use of COREL's trade-marks, trade names, logos or insignia, including the COREL Marks which come to the attention of ASP, ASP further agrees to execute all documents and further assurances required by COREL to register or protect COREL's rights. TERM OF AGREEMENT Effective Date. This Agreement shall be effective as of the date first -------------written above. Initial Term. The initial term of this Agreement shall commence upon the -----------date first written above and shall continue for a period of twelve (12) months from such date, subject to Section 13. Renewal. Subject to Section 13, this Agreement shall be renewed for ------subsequent periods of twelve (12) months at the end of the prior twelve (12) month term unless either party notifies the other thirty (30) days prior to the expiry of the term that it does not wish to renew the Agreement for a further twelve (12) month term. RESPONSIBILITIES OF ASP ASP System and Customer Support. ASP represents and warrants to COREL ------------------------------that ASP has and will maintain a secure and fully functional ASP System which shall only permit Customers to connect to the ASP System and which shall not permit Customers to save the Software, Software files or programs ("Software Files") on Customer's hard disk or any other tangible media. However, Customer shall have the ability to store and print the data created using the Software Files onto Customer's hard disk or any other tangible media. ASP shall provide all support for Customers utilizing the ASP System to access ASP Software Packages. ASP shall indemnify COREL from all losses or damages suffered by COREL as a result of any intentional or negligent failure of ASP and/or the ASP System to restrict the saving or printing of Software or Software Files. Restrictions. ASP shall distribute the Software only in the form provided -----------by COREL as part of an ASP Software Package and shall not alter the Software or End User License Agreement or any part thereof, COREL retains the right to specify and approve the quality and standards of the Software and to inspect samples of such Software from time to time. ASP shall not rent the Software or ASP Software Packages or knowingly distribute or resell to anyone who infringes COREL's rights. ASP shall immediately discontinue all access to ASP System and electronic access to Software or ASP Software Packages by Customers who rent same or infringe COREL's rights. In the event ASP becomes aware of, or receives notice from COREL, that Resellers have infringed COREL's rights, ASP shall immediately discontinue all distribution of Software to said Reseller. ASP shall impose this same restriction on all Resellers who distribute the Software. Acceptance of EULA. ASP shall ensure that, prior to access to or use of -----------------the Software by Customer, the applicable End User License Agreement ("EULA") forms part of the services agreement between ASP and Customer

3.05

4. 4.01

4.02

4.03

5. 5.01

5.02

5.03

and that by executing the services agreement Customer agrees to be bound by and to comply with

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the terms and conditions of the EULA. In the event Customer rejects the EULA, Customer shall not be permitted to access or use the Software. 5.04 Compliance with Laws. ASP shall comply with all laws, rules, regulations -------------------and industry standards existing with respect to the Software and the performance by the ASP of its obligations hereunder existing in the jurisdictions where the ASP carries on activities under this Agreement and where the Software is accessed by Customers from time to time. ASP shall not export the Software unless such export complies with any applicable export laws and regulations as they apply to the Software. In particular, ASP shall not export or re-export the Software, either directly or indirectly, to countries to which the United States has prohibited export, including, but nor limited to, Cuba, Iran, Iraq, Libya, North Korea, Serbia, Syria, Sudan and Taliban controlled areas of Afghanistan. COREL reserves the right to withhold its consent to the distribution of the Software to any country if the laws of the target country do not adequately protect the intellectual property rights of COREL in the Software. Press Releases. ASP agrees that all information released to the media or -------------the general public regarding this Agreement or the relationship between the parties including, but not limited to press releases, shall require prior written approval of COREL. Within a reasonable period of time following execution of this Agreement, the parties agree to jointly issue a press release announcing the relationship between the parties. Reports and Services. ASP shall provide COREL with reports and Services -------------------as further described in Schedule "C" hereto. Audits. ASP agrees to maintain complete and accurate records relating to -----its promotion, marketing, use and distribution of the Software. COREL shall have the right no more often than once each twelve (12) month period to appoint an independent third party to examine ASP's books and records in order to verify ASP's compliance with the terms of this Agreement. Any such audit shall be at the expense of COREL unless the audit reveals an underpayment by ASP of greater than five percent (5%) in which case the audit shall be at the expense of ASP. Service Packs. ASP agrees to install up to a maximum of three (3) service ------------packs for the Software provided to ASP by COREL in each calendar quarter. RESPONSIBILITIES OF COREL Software Support. Customers shall be entitled only to COREL's electronic ---------------support for the Software in accordance with COREL's standard policies and procedures as they may be in effect from time to time. Such Customer Software support shall in no way apply to Customers access to or use of the ASP Software Package, the ASP Program or ASP System. PAYMENTS Amounts Payable. ASP shall pay COREL, the amount or amounts described in --------------Schedule "B" in accordance with the terms and conditions of Schedule "B" within thirty (30) days of the end of each month. Notice of Changes. COREL shall be entitled to discontinue any Software ----------------("Discontinued Software") at any time upon ninety (90) days prior written notice to ASP. In such cases, COREL shall provide ASP with the

5.05

5.06

5.07

5.08

6. 6.01

7. 7.01

7.02

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the terms and conditions of the EULA. In the event Customer rejects the EULA, Customer shall not be permitted to access or use the Software. 5.04 Compliance with Laws. ASP shall comply with all laws, rules, regulations -------------------and industry standards existing with respect to the Software and the performance by the ASP of its obligations hereunder existing in the jurisdictions where the ASP carries on activities under this Agreement and where the Software is accessed by Customers from time to time. ASP shall not export the Software unless such export complies with any applicable export laws and regulations as they apply to the Software. In particular, ASP shall not export or re-export the Software, either directly or indirectly, to countries to which the United States has prohibited export, including, but nor limited to, Cuba, Iran, Iraq, Libya, North Korea, Serbia, Syria, Sudan and Taliban controlled areas of Afghanistan. COREL reserves the right to withhold its consent to the distribution of the Software to any country if the laws of the target country do not adequately protect the intellectual property rights of COREL in the Software. Press Releases. ASP agrees that all information released to the media or -------------the general public regarding this Agreement or the relationship between the parties including, but not limited to press releases, shall require prior written approval of COREL. Within a reasonable period of time following execution of this Agreement, the parties agree to jointly issue a press release announcing the relationship between the parties. Reports and Services. ASP shall provide COREL with reports and Services -------------------as further described in Schedule "C" hereto. Audits. ASP agrees to maintain complete and accurate records relating to -----its promotion, marketing, use and distribution of the Software. COREL shall have the right no more often than once each twelve (12) month period to appoint an independent third party to examine ASP's books and records in order to verify ASP's compliance with the terms of this Agreement. Any such audit shall be at the expense of COREL unless the audit reveals an underpayment by ASP of greater than five percent (5%) in which case the audit shall be at the expense of ASP. Service Packs. ASP agrees to install up to a maximum of three (3) service ------------packs for the Software provided to ASP by COREL in each calendar quarter. RESPONSIBILITIES OF COREL Software Support. Customers shall be entitled only to COREL's electronic ---------------support for the Software in accordance with COREL's standard policies and procedures as they may be in effect from time to time. Such Customer Software support shall in no way apply to Customers access to or use of the ASP Software Package, the ASP Program or ASP System. PAYMENTS Amounts Payable. ASP shall pay COREL, the amount or amounts described in --------------Schedule "B" in accordance with the terms and conditions of Schedule "B" within thirty (30) days of the end of each month. Notice of Changes. COREL shall be entitled to discontinue any Software ----------------("Discontinued Software") at any time upon ninety (90) days prior written notice to ASP. In such cases, COREL shall provide ASP with the revised Schedule "B". In the event COREL discontinues any Software, ASP shall immediately remove all Discontinued Software from the ASP System and ASP Program and erase or destroy any Discontinued

5.05

5.06

5.07

5.08

6. 6.01

7. 7.01

7.02

5
Software contained on ASP computers and/or computer diskettes in its possession or under its control. Notwithstanding the aforementioned and subject to Section 10.02, ASP may, upon receiving notice under this section, continue to host the Discontinued Software for only those clients who have a valid annual agreement with ASP for rental of the Discontinued Software at date of such notice. Nothing in this section grants ASP the right to renew any annual agreements related to the Discontinued Software. 7.03 Taxes. ASP shall pay, in addition to all amounts specified in this ----Agreement, all duties and foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property, sales taxes and other taxes whatsoever, or amounts in lieu thereof, and interest thereon, paid or payable or collectible by COREL (exclusive of taxes based on COREL's net income) and levied or based on amounts chargeable to or payable by ASP pursuant to this Agreement. In the event any payments required to be made by ASP under this Agreement are subject to applicable withholding tax that ASP is required to deduct from such payments, ASP shall promptly deliver to COREL receipts issued by appropriate government authorities for all such taxes withheld or paid by ASP and ASP shall fully and promptly cooperate with COREL to provide such information and records as COREL may require in connection with any application by COREL to obtain available tax credits. Late Payment. If ASP is in arrears under this Agreement, COREL will give -----------written notice to ASP that ASP is responsible for payment of all outstanding amounts and finance charges. If the outstanding amounts are not paid within ten (10) days of such notice, COREL has the right to terminate this Agreement. Late payments will be assessed a 1% finance charge per month (12% per annum) or the highest finance charge permitted by applicable law, whichever is less. All such finance charges shall automatically begin to accrue on overdue amounts starting on the thirtyfirst (31/st/) day after payment of such amounts was due. ASP shall pay all costs including reasonable attorney's fees, incurred by COREL in collection overdue amounts. US Currency. All payments to COREL pursuant to this Agreement shall be ----------made in the lawful currency of the United States of America and all amounts referred to in this Agreement are in the lawful currency of the United States of America. CONFIDENTIALITY Confidentiality. Each of the parties hereto agrees to keep confidential --------------any and all information with respect to the other party which it has received or may in the future receive in connection with this Agreement which is not otherwise available to the general public without restriction. Notwithstanding the foregoing, each of the parties shall be entitled to disclose such information (i) to its agents, employees or representatives who have a need to know such information for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, or (ii) to the extent required by applicable law, or (iii) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement provided that ASP shall give COREL reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. ASP shall not disassemble, decompile, reverse engineer or attempt dissemble, decompile, reverse engineer the Software, except to the extent this restriction is not permitted by applicable law. Confidential Information shall not include that information defined as Confidential Information which the receiving party can conclusively establish (i) was in the possession of the receiving party at the time of disclosure; became part of the public domain without the act of omission of the party to whom it was disclosed (ii) prior to or after the time of disclosure; (iii) was disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; (iv) was independently developed by the receiving party.

7.04

7.05

8. 8.01

5
Software contained on ASP computers and/or computer diskettes in its possession or under its control. Notwithstanding the aforementioned and subject to Section 10.02, ASP may, upon receiving notice under this section, continue to host the Discontinued Software for only those clients who have a valid annual agreement with ASP for rental of the Discontinued Software at date of such notice. Nothing in this section grants ASP the right to renew any annual agreements related to the Discontinued Software. 7.03 Taxes. ASP shall pay, in addition to all amounts specified in this ----Agreement, all duties and foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property, sales taxes and other taxes whatsoever, or amounts in lieu thereof, and interest thereon, paid or payable or collectible by COREL (exclusive of taxes based on COREL's net income) and levied or based on amounts chargeable to or payable by ASP pursuant to this Agreement. In the event any payments required to be made by ASP under this Agreement are subject to applicable withholding tax that ASP is required to deduct from such payments, ASP shall promptly deliver to COREL receipts issued by appropriate government authorities for all such taxes withheld or paid by ASP and ASP shall fully and promptly cooperate with COREL to provide such information and records as COREL may require in connection with any application by COREL to obtain available tax credits. Late Payment. If ASP is in arrears under this Agreement, COREL will give -----------written notice to ASP that ASP is responsible for payment of all outstanding amounts and finance charges. If the outstanding amounts are not paid within ten (10) days of such notice, COREL has the right to terminate this Agreement. Late payments will be assessed a 1% finance charge per month (12% per annum) or the highest finance charge permitted by applicable law, whichever is less. All such finance charges shall automatically begin to accrue on overdue amounts starting on the thirtyfirst (31/st/) day after payment of such amounts was due. ASP shall pay all costs including reasonable attorney's fees, incurred by COREL in collection overdue amounts. US Currency. All payments to COREL pursuant to this Agreement shall be ----------made in the lawful currency of the United States of America and all amounts referred to in this Agreement are in the lawful currency of the United States of America. CONFIDENTIALITY Confidentiality. Each of the parties hereto agrees to keep confidential --------------any and all information with respect to the other party which it has received or may in the future receive in connection with this Agreement which is not otherwise available to the general public without restriction. Notwithstanding the foregoing, each of the parties shall be entitled to disclose such information (i) to its agents, employees or representatives who have a need to know such information for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, or (ii) to the extent required by applicable law, or (iii) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement provided that ASP shall give COREL reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. ASP shall not disassemble, decompile, reverse engineer or attempt dissemble, decompile, reverse engineer the Software, except to the extent this restriction is not permitted by applicable law. Confidential Information shall not include that information defined as Confidential Information which the receiving party can conclusively establish (i) was in the possession of the receiving party at the time of disclosure; became part of the public domain without the act of omission of the party to whom it was disclosed (ii) prior to or after the time of disclosure; (iii) was disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; (iv) was independently developed by the receiving party.

7.04

7.05

8. 8.01

6

9. 9.01

WARRANTS AND OTHER REPRESENTATIONS Warranty. The storage medium for the gold master for the Software is -------warranted against defects in workmanship and materials for a period of ninety (90) days from the date it is delivered to ASP. In the event that the storage medium for the gold master for the Software is defective COREL will replace it free of charge with another copy of the gold master for the Software. Replacement of the storage medium for the gold master for the Software shall be COREL's sole obligations and ASP's sole remedy for a breach of the warranty in this section. Limitation. OTHER THAN AS PROVIDED IN SECTION 9.01, THE SOFTWARE, AND ---------STORAGE MEDIA ARE PROVIDED AND LICENSED BY COREL ON AN "AS IS" BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH BY COREL. COREL DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENT REGARDING PERFORMANCE OF THE SOFTWARE, OR STORAGEMEDIA, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY, CONDITION OR REPRESENTATION BY COREL. No Variation. NO AGREEMENTS VARYING OR EXTENDING THE TERMS OF SECTION -----------9.01 OR 9.02 WILL BE BINDING ON COREL UNLESS IN WRITING AND SIGNED BY AN AUTHORIZEDSIGNING OFFICER OF COREL.

9.02

9.03

9.04

ASP not to Bind. ASP will give and make no warranties or representations --------------on behalf of COREL as to quality, merchantable quality, satisfactory quality, merchantability, fitness for a particular use or purpose or any other features of the Software; and ASP shall not incur any liabilities, obligations or commitments on behalf of COREL, including, without limitation, a variation of the End User License Agreement. INFRINGEMENT Defense and Settlement. If notified promptly in writing of any action ---------------------(and all prior related claims) brought against ASP alleging that ASP's right to allow its Customers to access and use the Software under this Agreement infringes any copyright, COREL will defend that action at its expense and will pay the costs and damages finally awarded against ASP, if any, in the action, provided: that ASP provides COREL with prompt written notice of such claim(s); that COREL shall have sole control of the defense of any such action and all negotiations for its settlement or compromise; that ASP, and where applicable, those for whom ASP is in law responsible, cooperate fully with COREL in its defense of the action; and that COREL shall have no liability if (a) the action results from (i) the use of the Software for purposes or in an environment for which it was not designed; (ii) modification of the Software by anyone other than COREL; (iii) distribution of any Software or display or use of any COREL Mark after COREL's notice to ASP that it should cease distribution or use of such Software and/or COREL Mark due to a possible infringement; or (b) ASP is otherwise in material breach of the terms and conditions of this Agreement. Options Where Claim. If a final injunction is obtained in such action ------------------against ASP's distribution of the Software or if in COREL's opinion the Software is likely to become the subject of a claim of infringement,

10. 10.01

10.02

7

6

9. 9.01

WARRANTS AND OTHER REPRESENTATIONS Warranty. The storage medium for the gold master for the Software is -------warranted against defects in workmanship and materials for a period of ninety (90) days from the date it is delivered to ASP. In the event that the storage medium for the gold master for the Software is defective COREL will replace it free of charge with another copy of the gold master for the Software. Replacement of the storage medium for the gold master for the Software shall be COREL's sole obligations and ASP's sole remedy for a breach of the warranty in this section. Limitation. OTHER THAN AS PROVIDED IN SECTION 9.01, THE SOFTWARE, AND ---------STORAGE MEDIA ARE PROVIDED AND LICENSED BY COREL ON AN "AS IS" BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH BY COREL. COREL DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENT REGARDING PERFORMANCE OF THE SOFTWARE, OR STORAGEMEDIA, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY, CONDITION OR REPRESENTATION BY COREL. No Variation. NO AGREEMENTS VARYING OR EXTENDING THE TERMS OF SECTION -----------9.01 OR 9.02 WILL BE BINDING ON COREL UNLESS IN WRITING AND SIGNED BY AN AUTHORIZEDSIGNING OFFICER OF COREL.

9.02

9.03

9.04

ASP not to Bind. ASP will give and make no warranties or representations --------------on behalf of COREL as to quality, merchantable quality, satisfactory quality, merchantability, fitness for a particular use or purpose or any other features of the Software; and ASP shall not incur any liabilities, obligations or commitments on behalf of COREL, including, without limitation, a variation of the End User License Agreement. INFRINGEMENT Defense and Settlement. If notified promptly in writing of any action ---------------------(and all prior related claims) brought against ASP alleging that ASP's right to allow its Customers to access and use the Software under this Agreement infringes any copyright, COREL will defend that action at its expense and will pay the costs and damages finally awarded against ASP, if any, in the action, provided: that ASP provides COREL with prompt written notice of such claim(s); that COREL shall have sole control of the defense of any such action and all negotiations for its settlement or compromise; that ASP, and where applicable, those for whom ASP is in law responsible, cooperate fully with COREL in its defense of the action; and that COREL shall have no liability if (a) the action results from (i) the use of the Software for purposes or in an environment for which it was not designed; (ii) modification of the Software by anyone other than COREL; (iii) distribution of any Software or display or use of any COREL Mark after COREL's notice to ASP that it should cease distribution or use of such Software and/or COREL Mark due to a possible infringement; or (b) ASP is otherwise in material breach of the terms and conditions of this Agreement. Options Where Claim. If a final injunction is obtained in such action ------------------against ASP's distribution of the Software or if in COREL's opinion the Software is likely to become the subject of a claim of infringement,

10. 10.01

10.02

7 COREL may at its sole option and expenses either procure for ASP the

7 COREL may at its sole option and expenses either procure for ASP the right to distribute the Software or replace or modify the Software so that it becomes non-infringing or terminate this Agreement in accordance with Section 13.01.6.

10.03

Entire Liability. The foregoing states the entire liability of COREL and ---------------exclusive remedy of ASP with respect to any intellectual or industrial property infringement. LIMITATION OF LIABILITY Limitation. IN NO EVENT WILL COREL BE LIABLE FOR ANY INCIDENTAL, ---------INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE OR STORAGE MEDIA, OTHER COREL PROVIDED MATERIAL OR THE PERFORMANCE OF COREL WHETHER SUCH ACTION IS BASED IN CONTRACT OR IN TORT INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND WHETHER OR NOT COREL HAS BEEN ADVISED OF THE POSSIBILITY OR SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. Aggregate Liability. Other than as provided in Section 10, COREL's -------------------aggregate liability to ASP whether for negligence, breach of contract, misrepresentation or otherwise shall, in respect of a single occurrence or a series of occurrences, in no circumstances exceed the Software Prices paid by ASP to COREL over the twelve (12) month period immediately preceding the claim by ASP. ASP INDEMNIFICATION

11. 11.01

11.02

12.

12.01

Indemnification. Except as set forth in Section 10, ASP agrees to --------------indemnify and save COREL harmless from and against any and all claims, demands, costs and liabilities (including all reasonable legal and attorney fees and expenses) of any kind whatsoever, arising directly or indirectly out of claims by ASP's Customers or any third party relating to: (i) ASP's performance or non-performance of its obligation under this Agreement; (ii) the maintenance, performance, non-performance or functionality of the ASP's System; or (iii) breach of Section 5.01 warranties. TERMINATION Termination. This Agreement will terminate in the event of any of the ----------following: 13.01.1 13.01.2 immediately in the event of termination of the ASP Program; written notice of termination from COREL, effective immediately, under Section 7.04; on the thirtieth (30th) day after one party gives the other written notice of breach by the other of any material term or condition of this Agreement unless the breach is cured before that day; written notice of termination by one party, effective immediately, after a receiver has been appointed in respect to the whole or a substantial part of the other's assets or a petition in bankruptcy or for liquidation is filed by or against that other, or if the other has been dissolved or liquidated or is insolvent;

13. 13.01

13.01.3

13.01.4

8

8
13.01.5 written notice of termination, effective immediately, by the non-defaulting party; if ASP or COREL has breached its obligations under Section 8; or upon the expiry of thirty (30) days following receipt by either party of written notice from the other party terminating this Agreement for convenience.

13.01.6

13.02

No Compensation. The parties acknowledge and agree that they have no --------------expectation that their business relationship with the other will continue for nay minimum period of year or that neither party shall obtain any anticipated amount of profits by virtue of this Agreement. However, ASP acknowledges and agrees that this Section 13.02 shall not apply to amounts owed or owing by ASP to COREL pursuant to this Agreement. The parties agree that the termination provisions herein, in terms of both notice and default events are reasonable and agree not to contest by way of wrongful termination proceedings or otherwise. COREL shall not be liable, by reason of any termination of this Agreement, for compensation, reimbursement or damages on account of the loss of perspective profits on anticipated orders or on account of expenditures, investments, leases or commitments whatsoever in connection with the business or goodwill of ASP. EFFECT OF TERMINATION ASP. In the event of termination ASP shall: --14.01.1 perform with respect to COREL all payment and other obligations of ASP arising under this Agreement within thirty (30) days of termination; immediately cease to use the COREL Marks in any manner whatsoever and immediately cease to act as a Software access provider and to represent itself as such; and immediately remove all Software provided pursuant to this Agreement from ASP System and ASP's server and cease or destroy any such Software contained on ASP computers and/or computer diskettes in possession or under its control.

14. 14.01

14.01.2

14.01.3

14.02

Survival. Sections 2.02, 3.02, 3.04, 5.07, 7, 8, 9, 10, 11, 12, 13, 02, -------14 and 15 shall survive the termination of this Agreement. No Prejudice. Except as provided in Section 13.02, termination hereunder -----------shall be without prejudice to any other right or remedy to which either party may be entitled hereunder in law. Destroy or Deliver Up. At termination, COREL shall have the option to --------------------require ASP to destroy and certify that it has destroyed or to deliver to COREL any property of COREL, including the gold masters for the Software, then in its possession or under its control. MISCELLANEOUS Entire Agreement. This Agreement constitutes the entire agreement between ---------------the parties concerning the subject matter hereof and supersedes all prior statements, representations, discussions, negotiations and agreements, both oral and written, including all pre-printed terms and conditions appearing on ASP's order forms, COREL's acknowledgment of order forms and COREL's invoice forms.

14.03

14.04

15. 15.01

9

9
15.02 Amendment or Waiver. COREL expressly reserves the right to modify ------------------Schedule "A" from time to time. Except as specifically provided for herein, all other modifications and/or amendments require a mutual written agreement signed by authorized signing officers of both parties. No order, invoice or similar document will affect this Agreement even if accepted by the receiving party. Illegal or Unenforceable Provisions. If any one or more of the provisions ----------------------------------of this Agreement shall be found to be illegal or unenforceable, this Agreement shall nevertheless remain in full force and effect, and such term or provision shall be deemed severed. Independent Contractors. The parties to this Agreement are independent ----------------------contractors. No relationship of principal to agent, master or servant, employer to employee or franchisor to franchisee is established between the parties. Neither party has the authority to bind the other or incur any obligation on its behalf. Force Majeure. Unless continuing for a period of ninety (90) consecutive ------------days, or unless involving the payment of amounts due under this Agreement, no default, delay or failure to perform on the part of either party shall be considered a breach of the Agreement if such default, delay or failure to perform is shown to be due entirely to an event of force majeure, or to causes beyond the reasonable control of the defaulting party including without limitation, strikes, riots, civil disturbances, actions or inactions concerning governmental authorities, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier, always provided that the party so relieved of its obligations shall take reasonable steps to prevent, correct or amend such act or event which renders such obligations impossible.

15.03

15.04

15.05

15.06

No Waiver. Neither of the party's rights to enforce provisions of this --------Agreement shall be affected by any prior course of dealing, waiver, delay, omission or forbearance. Assignment. This Agreement and the rights granted hereunder shall not ---------be assigned, encumbered by security interest or otherwise transferred by ASP without the prior written consent of COREL. An amalgamation or merger of ASP or COREL with any person who is not a party to this Agreement shall be deemed to result in an assignment of this Agreement. COREL may assign this Agreement at any time upon notice to this effect to ASP. Enurement. This Agreement shall enure to the benefit of and be binding --------upon the parties and their respective successors and permitted assigns. Notices. Any notice or other communication to the parties shall be sent ------to the addresses set out above, or such other places as they may from time to time specify by notice in writing to the other party. Notice to COREL shall be sent to the attention of the legal department. Any such notice or other communication shall be in writing, and, unless delivered to a responsible officer or the addressee, shall be given by registered mail, facsimile or telex and shall be deemed to have been given when such notice should have reached the addressee in the ordinary course, provided there is no strike by postal employees in effect or other circumstances delaying mail delivery, in which case notice shall be delivered or given by facsimile or telex. Further Assurances. The parties agree to do all such things and to -----------------execute such further documents as may reasonably be required to give full effect to this Agreement.

15.07

15.08

15.09

15.10

15.11

Time. Time shall be of the essence. ----

10

15.12

Governing Law. This Agreement shall be governed by and construed in ------------accordance with the laws of the Province of Ontario, excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. ASP hereby consents and attorns to the jurisdiction of the courts of such Province. If either party employs attorneys to enforce any rights out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees. Each party waives any right, and agrees not to apply to have any disputes under this Agreement tried or otherwise determined by a jury, except where required by law. Non-Conflict. No director or officer of Corel Corporation (and/or its -----------subsidiaries and affiliates) shall be admitted to any share or part of this Agreement or to any benefit arising therefrom.

15.13

15.14. Language. The original of this Agreement has been written in English and ASP waives any right it may have under the laws of ASP's Territory to have this Agreement written in any other language. ASP represents that it has the ability to read and write in English and has read and understands this Agreement. If this Agreement is translated into a language other than English, the English version and interpretation shall govern and prevail. All communications between the parties hereunder shall be in English. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written. InsynQ, Inc.
PER: /s/ John P. Gorst ---------------------------------Name: /s/ [ILLEGIBLE]^^ Title: CEO Corel Corporation

PER: /s/ [ILLEGIBLE]^^ ---------------------------------Name: Title:

11 SCHEDULE "A" GUIDELINES FOR USING COREL TRADE-MARKS AND GUIDELINES FOR USING COREL LOGOS Corel permits you to use its logos and trademarks in both plain word and stylized form (the "Marks") for the purpose of promoting and advertising Corel products or services, provided you comply with the following guidelines: . The Marks may only be used in relation to Corel products or services. This means that you may not display the Marks on any non-Corel product or service including any associated packaging, documentation, advertising or

10

15.12

Governing Law. This Agreement shall be governed by and construed in ------------accordance with the laws of the Province of Ontario, excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. ASP hereby consents and attorns to the jurisdiction of the courts of such Province. If either party employs attorneys to enforce any rights out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees. Each party waives any right, and agrees not to apply to have any disputes under this Agreement tried or otherwise determined by a jury, except where required by law. Non-Conflict. No director or officer of Corel Corporation (and/or its -----------subsidiaries and affiliates) shall be admitted to any share or part of this Agreement or to any benefit arising therefrom.

15.13

15.14. Language. The original of this Agreement has been written in English and ASP waives any right it may have under the laws of ASP's Territory to have this Agreement written in any other language. ASP represents that it has the ability to read and write in English and has read and understands this Agreement. If this Agreement is translated into a language other than English, the English version and interpretation shall govern and prevail. All communications between the parties hereunder shall be in English. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written. InsynQ, Inc.
PER: /s/ John P. Gorst ---------------------------------Name: /s/ [ILLEGIBLE]^^ Title: CEO Corel Corporation

PER: /s/ [ILLEGIBLE]^^ ---------------------------------Name: Title:

11 SCHEDULE "A" GUIDELINES FOR USING COREL TRADE-MARKS AND GUIDELINES FOR USING COREL LOGOS Corel permits you to use its logos and trademarks in both plain word and stylized form (the "Marks") for the purpose of promoting and advertising Corel products or services, provided you comply with the following guidelines: . The Marks may only be used in relation to Corel products or services. This means that you may not display the Marks on any non-Corel product or service including any associated packaging, documentation, advertising or other materials in a manner that suggests that such product or service is a Corel product or service, that Corel or any of the Marks are associated with such product or service or that Corel is affiliated with, endorses or sponsors you or any of such products or services. Use of Corelpartner program logos and trademarks, such as

11 SCHEDULE "A" GUIDELINES FOR USING COREL TRADE-MARKS AND GUIDELINES FOR USING COREL LOGOS Corel permits you to use its logos and trademarks in both plain word and stylized form (the "Marks") for the purpose of promoting and advertising Corel products or services, provided you comply with the following guidelines: . The Marks may only be used in relation to Corel products or services. This means that you may not display the Marks on any non-Corel product or service including any associated packaging, documentation, advertising or other materials in a manner that suggests that such product or service is a Corel product or service, that Corel or any of the Marks are associated with such product or service or that Corel is affiliated with, endorses or sponsors you or any of such products or services. Use of Corelpartner program logos and trademarks, such as the Corel Solutions Partner and Corel Training Partner logos, are subject to the terms and conditions of the respective partner program and no permission to use such logos is granted herein. Please contact a Corel representative or visit corel.com for further details. . Corel will provide you with the artwork for the Marks. This artwork may not be altered in any way. . When displayed, the Marks must be substantially less prominent than your trademark, trade name, logo or product name. The Marks may not be used as, or as part of, a company name. . When displayed, the Marks must stand alone. A minimum amount of empty space must be left between the Marks and any other object such as type, photography, borders, edges, etc. The required border of empty space around the Marks must be 1/2x wide where x is the height of the Mark. . You may not combine the Marks with any other feature including, but not limited to, other logos, words, graphics, photos, slogans, numbers, design features, or symbols. Further, you may not display your own logos or marks or other text or graphics in the same or similar get-up, graphics, look, or trade-dress as the Marks. . The Marks must not be used in a manner that, in Corel's judgment, may diminish or otherwise damage Corel's goodwill in the Marks, including but not limited to uses which could be deemed to be obscene, pornographic, or otherwise in poor taste or unlawful, or which purpose or objective is to encourage unlawful activities. . You must place an asterisk (*) or similar notation mark beside the first use of a Mark and include the following attribution statement on the materials in which the Marks are featured. "* Trademark(s) of Corel Corporation or Corel Corporation Limited"

12
--------------------------------------------------------------------------------------------------------SCHEDULE "B" -----------SOFTWARE AND SOFTWARE PRICES ---------------------------------------Daily Rate Monthly Rate --------------------------------------------------------------------------------------------------------ASP For User Profile For user Profile Software Part Number Software Price ($US) Software Price ($US) --------------------------------------------------------------------------------------------------------Corel Business Applications --------------------------------------------------------------------------------------------------------Corel(R) WordPerfect(R) Office 2000 ASPWPO2k $3.50 $8.50 --------------------------------------------------------------------------------------------------------Corel(R) Print Office 2000(TM) AEPPO2k $1.85 $5.10 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Corel Graphics Applications ---------------------------------------------------------------------------------------------------------

12
--------------------------------------------------------------------------------------------------------SCHEDULE "B" -----------SOFTWARE AND SOFTWARE PRICES ---------------------------------------Daily Rate Monthly Rate --------------------------------------------------------------------------------------------------------ASP For User Profile For user Profile Software Part Number Software Price ($US) Software Price ($US) --------------------------------------------------------------------------------------------------------Corel Business Applications --------------------------------------------------------------------------------------------------------Corel(R) WordPerfect(R) Office 2000 ASPWPO2k $3.50 $8.50 --------------------------------------------------------------------------------------------------------Corel(R) Print Office 2000(TM) AEPPO2k $1.85 $5.10 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Corel Graphics Applications --------------------------------------------------------------------------------------------------------CorelDRAW(TM) 9 ASPDRAWS0 $3.75 $10.25 --------------------------------------------------------------------------------------------------------CorelDRAW(TM) 9 Office Edition ASPDRAWSOQE $3.50 $8.50 --------------------------------------------------------------------------------------------------------Corel(R) Custom Photo ASPCP10 $1.15 $3.40 --------------------------------------------------------------------------------------------------------Corel(R) Print House(TM) Magic & Classic ASPPH40 $1.15 $3.40 --------------------------------------------------------------------------------------------------------Corel(R) 110,000 On-line Content ASPOC110 N/A $2.00 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Corel Bundled Applications --------------------------------------------------------------------------------------------------------Basic Package* --------------------------------------------------------------------------------------------------------Corel(R) Custom Photo ASPCP10BP N/A $2.55 --------------------------------------------------------------------------------------------------------Corel(R) Print House(TM) Magic & Classic ASPPH40BP N/A $2.55 --------------------------------------------------------------------------------------------------------Corel(R) 110,000 On-line Content ASPOC110BP N/A $0.80 --------------------------------------------------------------------------------------------------------Total Package $6.00 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Enhanced Package* --------------------------------------------------------------------------------------------------------Corel(R) WordPerfect(R) Office 2000 ASPWPO2KEP N/A $7.65 --------------------------------------------------------------------------------------------------------Corel(R) Print Office 2000 (TM) ASPPO2KEP N/A $2.55 --------------------------------------------------------------------------------------------------------Total Package $10.20 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Premium Package* --------------------------------------------------------------------------------------------------------Corel(R) WordPerfect(R) Office 2000 ASPWPO2KPP N/A $7.85 --------------------------------------------------------------------------------------------------------CorelDRAW(TM) 9 ASPDRAW90PP N/A $8.60 --------------------------------------------------------------------------------------------------------Total Package $16.18 --------------------------------------------------------------------------------------------------------*PLEASE NOTE: Each Booklet Package must be sold as a complete offering N/A: Not Available Pricing in $U.S. Dollars

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13 SCHEDULE "C" REPORTS AND SERVICES

13 SCHEDULE "C" REPORTS AND SERVICES A. ASP REPORTS: ASP shall provide to COREL within thirty (30) days of the end of each month, monthly sales data and Customer information reports which shall be submitted to COREL in electronic format as provided by COREL from time to time and shall contain all of the following information or other information as is reasonably requested by COREL from time to time. COREL shall be entitled to change to format of reporting upon thirty (30) days prior notice. All reports shall be submitted to POS@corel.com in two (2) electronic files; File 1 - POS Sales Data and File 2 Customer Information. File 1 - POS Sales Data 1. ASP_NAME ASP Name - Fill in your company name 2. DATE If your system is capable of reporting transaction data on a daily basis, report dates of transactions in "International Date Format". If you are only able to provide monthly summarized data, use the first day of the month as the date. COREL uses calendar months for reporting dates. Identify exceptions such as the usage of fiscal months to COREL. 3. VENDOR_SKU means COREL's ASP part numbers as they appear on COREL price lists. COREL's ASP part numbers must be used. Capital/block letters must also be used. 4. SUB_TYPE means the subscription type chosen by Customer (daily, monthly or annual). 5. SOFTWARE means the name of the Software. (Recommended). 6. UNI_SOLD means the number of units sold to Resellers and Customer. 7. UNI_COST means COREL's selling price, or your buying price in U.S. Dollars. COREL will only accept unit prices reported in U.S. Dollars. 8. RESELL_ID means your internal customer ID for your Resellers (required where available) 9. RESELL_NAME means the Reseller name _ who you sold the Software to. File 2 - Customer Information (If available to ASP) 1. NAME means the Customer name. 2. ADDRESS means the Customer address. 3. CITY means the Customer city. 4. PROV/STATE means the Customer province or state. 5. PHONE means the Customer phone number. 6. EMAIL means the Customer email. All sales transactions must be included. Any unreportable transactions must be identified to your designated Corel representative. To ensure proper processing of any rebates, orders, and inventory information, the usage of Corel part numbers is mandatory. Naming conventions are to be applied to your files. Examples are shown below:
POS Sales Datayear/month/Sales. 97_12_Sales. Or. 9712S. (If not using Windows 95)

14 B. SERVICES Security Requirements

14 B. SERVICES Security Requirements Upon transfer of the Software by COREL to ASP, ASP shall be responsible for the security of the Software while it is stored with ASP and during electronic access by Customers. ASP shall use cryptographic methods to authenticate the Software and ensure integrity and confidentiality of the Software during any transmission. The ASP System shall contain the following security controls: ASP System shall contain the following security controls: 1) Physical security controls which isolate the ASP System from physical access by anyone not directly authorised to manage the ASP System; 2) Logical access controls that enforce positive control over access to the Software, the applications, and operating systems functions that interact with the Software; 3) Code integrity controls that verify the integrity of the Software immediately prior to any electronic access of the Software; 4) Connectivity controls that ensure that all network connections to the ASP System are under the positive control of those personnel with direct responsibility for the security of the Software; 5) All security controls over Software generate effective audit trails that are secure from modification; and 6) All cryptographic keys that support security functionally for Software are stored and used operationally completely within secure dedicated software. Miscellaneous 1) ASP shall not present, nor authorize others to present, non-COREL Software as COREL Software. 2) ASP shall always provide the most current Software version as provided by COREL, unless otherwise requested by COREL.

EXHIBIT 10.39 Microsoft will complete: Agreement Number: W216312 MCSP Number: 532378 Microsoft Application Services Agreement This Microsoft Application Services Agreement ("Agreement") is by and between InsynQ Inc., a Microsoft Certified Solution Provider under agreement number 532378, ("Company") and MSLI, GP ("Microsoft"), a Nevada general partnership and Wholly-owned subsidiary of Microsoft Corporation. Hereinafter, Microsoft and Company may each be referred to individually as a "Party" or collectively as the "Parties." By signing this Agreement, Company acknowledges that it has access to the Internet and the World Wide Web and has the capability to send and receive electronic mail ("e-mail"). NOW THEREFORE, the Parties agree as follows: 1. Definitions. Unless otherwise defined, all capitalized terms used in this Agreement shall have the meanings provided below:

EXHIBIT 10.39 Microsoft will complete: Agreement Number: W216312 MCSP Number: 532378 Microsoft Application Services Agreement This Microsoft Application Services Agreement ("Agreement") is by and between InsynQ Inc., a Microsoft Certified Solution Provider under agreement number 532378, ("Company") and MSLI, GP ("Microsoft"), a Nevada general partnership and Wholly-owned subsidiary of Microsoft Corporation. Hereinafter, Microsoft and Company may each be referred to individually as a "Party" or collectively as the "Parties." By signing this Agreement, Company acknowledges that it has access to the Internet and the World Wide Web and has the capability to send and receive electronic mail ("e-mail"). NOW THEREFORE, the Parties agree as follows: 1. Definitions. Unless otherwise defined, all capitalized terms used in this Agreement shall have the meanings provided below: "Affiliate" means, with respect to either Company or Microsoft, a legal entity that (i) owns or controls a Party, directly or indirectly, or (ii) is owned or controlled, directly or indirectly, by a Party, excluding any legal entity organized as a joint venture between a Party and a third party, or (iii) is directly or indirectly under common ownership or control with a Party. "Application Services License Rights" or "ASLR" means the document or documents accompanying this Agreement that contain the use rights specific to each of the Software Products that may be licensed by Company under this Agreement. "Application Services Provider or "ASP" means an individual or entity that provides, delivers, hosts and/or manages software applications and software-based services from a centrally located facility to customers through the Internet or a private network on a rental or subscription basis. "Application Services" means software applications or software-based services that make available, display, run, access, or otherwise interact with the functionality of the Software Products and that are provided, delivered, hosted and/or managed by Company acting as an Application Services Provider. "Customer" shall mean an individual, company or legal entity that obtains Application Services from Company. A Customer is not required to obtain Licenses from Microsoft under this Agreement. "Customer Agreement" means the contract between Company and a Customer pursuant to which Company provides Application Services to such Customer. "Customer License Terms" means the license terms stated in Addendum B to this Agreement, which terms shall be incorporated by Company in substantially similar form into its Customer Agreements. "Effective Date" means the date this Agreement is signed by Microsoft after execution by Company. "Internal Use" means Company's use of the Software Products in furtherance of its internal business purposes or in furtherance of the internal business purposes of any of its Affiliates that are granted rights under this Agreement. "License" or "Licenses" means the non-perpetual, non-exclusive, terminable, non-transferable, worldwide and limited right granted by Microsoft to Company each month during the Term of this Agreement to copy, install, access, display, run, distribute, make available or otherwise interact with the functionality of the Software Products in order to provide Application Services to Customers. Page 1 of 25

"License Order" means the report and order form in Addendum A that must be completed each month and submitted to Microsoft by Company for itself and on behalf of its Affiliates and any Sublicenses that are granted rights under this Agreement. "Microsoft Fulfillment" means a Microsoft-authorized distributor of media containing Software Products and related printed materials. "MS Designated Web Site" means one or more secure, password protected Microsoft Internet sites designed to support Microsoft's ASP licensing business. Microsoft will from time-to-time provide Company with the Internet addresses (URLs), user IDs and passwords required to access each MS Designated Web Sites. Company shall treat the user IDs and passwords as confidential information. "Price List" means the document that is issued monthly and sets forth the unit prices for Licenses for each of the Software Products that may be licensed under this Agreement. "Software Products" means the Microsoft software products that Company may license from Microsoft to provide Application Services under this Agreement. The term Software Products includes both "Server Software" (software that provides services or functionality on a computer acting as a server) and "Client Software" (software that allows a computer, workstation, terminal, handheld PC, pager, telephone, "smart phone," or other electronic device (each of the foregoing a "Device) to access or use the services or functionality provided by the Server Software). Any software provided to Company by Microsoft that updates or supplement the original Software Products is governed by this Agreement and the ASLR. "Sublicensee" means a Customer that is an ASP and/or Independent Software Vendor ("ISV") only. "Term" means the term of this Agreement, which is described in Section 7(a) below, including any automatic extension thereof for particular Customer Agreements as described in Section 7(a). 2. Scope of Agreement. This Agreement sets forth the terms upon which Company may obtain and license the Software Products from Microsoft in order to provide Application Services. This Agreement must be read together with the ASLR and the Price List, which are a part of this Agreement. Subject to the limitations set forth in this Agreement, during the Term of this Agreement, Microsoft may in its sole discretion: (i) revise the ASLR in accordance with Section 3(c) to address changes in, remove, or add new Software Products; (ii) revise the Price List in accordance with Section 4(c). 3. Licenses and Use of the Software Products. (a) Grant of License. Subject to the terms and conditions of this Agreement (including but not limited to sections (b) through (m) below, and Section 4 (Ordering and Payment of Licenses)), and subject to Company's compliance with the specific use rights for each of the Software Products contained in the ASLR, Microsoft shall grant Licenses to Company during the Term of this Agreement that will allow Company to copy, install, access, display, run, distribute, make available or otherwise interact with the functionality of the Software Products in order to provide Application Services to Customers. Licenses for each of the Software Products shall be valid for one (1) calendar month and are obtained by Company in accordance with Section 4 of this Agreement. The Licenses granted under this Agreement shall terminate upon expiration or termination of this Agreement. (b) Restrictions. Except as expressly provided in this Agreement or the ASLR, Company may not: (1) rent, lease, or lend or directly or indirectly transfer the Software Products to any third party; (2) reverse engineer, decompile, or disassemble the Software Products, except and only to the extent that such activity is expressly permitted by application law notwithstanding this limitation; (3) create derivative works based on the Software Products; (4) remove, modify or obscures any copyright, trademark, patent or mask work notices that appear on the

Software Products or that appear during use of the Software Products; and Page 2 of 25

(5) copy, make available or distribute the Software Products to any third party. (c) ASLR. During the Term, Microsoft may revise the ASLR in order to add new Software Products, remove existing Software Products, or reasonably modify the use rights with respect to existing Software Products. (1) Notice. Company will be provided with no less than thirty (30) days advance notice of revisions to the ASLR, which notice requirement shall be satisfied by either: (i) publication of the revised ASLR on a MS Designated Web Site no later than the first day of the month preceding the month that the revised ASLR goes into effect; or (ii) providing Company with the revised ASLR by e-mail to the e-mail addresses for Company provided below under Section 15(d) no later than the first day of the month preceding the month that the revised ASLR goes into effect. (2) Effective Date. The effective date of a revised ASLR shall be no less than thirty (30) days after notice is provided in accordance with subsection (c)(1) above. If Company is licensing an existing Software Product whose use rights are modified in an ASLR revision, Company's use of such Software Product on or after the effective date of the revised ASLR shall be deemed to be Company's acceptance of such modification. If Company does not agree to such modification, Customer's sole recourse shall be to either discontinue its use of the Software Product whose use rights have been modified or terminate this Agreement in accordance with Section 7(b)(i). If a new Software Product is the subject of an ASLR revision, Company may begin licensing the new Software Product on the effective date of the revised ASLR. If the removal of a Software Product from the ASLR is the subject of an ASLR revision, and if Company was licensing the removed Software Product at the time of its removal from the ASLR, then Company may continue to order Licenses for the removed Software Product under the terms of this Agreement and that portion of the then current ASLR that specified the use rights applicable to the removed Software Product unless Microsoft notifies Company (in accordance with Section 15(d) below) that it has removed a Software Product from the ASLR due to an intellectual property infringement claim or in accordance with a court or other governmental order. (d) Copies of Software Products and Printed Materials. For purposes of installation only, Company may make one (1) backup copy of the Software Product media. Any such copy may be made only from legally acquired media as set forth in Section 4(f) below and must include all copyright and trademark notices. After such installation, Company may retain the one (1) copy and the original media on which the Software Products were provided solely for archival purposes or reinstallation of the Software Products. Company is expressly prohibited from distributing or otherwise providing any media containing the Software Products to any Customer or to any third party unless Company first obtains Microsoft's written permission, which permission may be granted in Microsoft's sole discretion. Company may not reproduce any copyrighted Microsoft guides, manuals or other printed materials describing or explaining any of the Software Products. Company may purchase, on a perCustomer basis, up to ten (10) copies of any such guides, manuals or other printed materials from Microsoft Fulfillment for each Software Product provided to a Customer in the form of Application Services. Microsoft reserves the right to seek additional information and verification from Company prior to fulfilling any orders for printed materials. If a Software Product contains documentation that is provided only in electronic form, Company may print one (1) copy of such electronic documentation. (e) Intellectual Property Rights. All title and intellectual property rights in and to the Software Products, and any copies that Company is permitted to make herein, are owned by Microsoft or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software Products is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants Company no rights to use such content. (f) Sublicense of Application Services. Company may grant to Sublicensees the right to make available, display, run, access, or otherwise interact with the functionality of the Software Products in the form of Application Services, in order to allow such Sublicensees to provide Application Services to their customers, subject to the terms of this Section 3(f) and the other terms of this Agreement.

(5) copy, make available or distribute the Software Products to any third party. (c) ASLR. During the Term, Microsoft may revise the ASLR in order to add new Software Products, remove existing Software Products, or reasonably modify the use rights with respect to existing Software Products. (1) Notice. Company will be provided with no less than thirty (30) days advance notice of revisions to the ASLR, which notice requirement shall be satisfied by either: (i) publication of the revised ASLR on a MS Designated Web Site no later than the first day of the month preceding the month that the revised ASLR goes into effect; or (ii) providing Company with the revised ASLR by e-mail to the e-mail addresses for Company provided below under Section 15(d) no later than the first day of the month preceding the month that the revised ASLR goes into effect. (2) Effective Date. The effective date of a revised ASLR shall be no less than thirty (30) days after notice is provided in accordance with subsection (c)(1) above. If Company is licensing an existing Software Product whose use rights are modified in an ASLR revision, Company's use of such Software Product on or after the effective date of the revised ASLR shall be deemed to be Company's acceptance of such modification. If Company does not agree to such modification, Customer's sole recourse shall be to either discontinue its use of the Software Product whose use rights have been modified or terminate this Agreement in accordance with Section 7(b)(i). If a new Software Product is the subject of an ASLR revision, Company may begin licensing the new Software Product on the effective date of the revised ASLR. If the removal of a Software Product from the ASLR is the subject of an ASLR revision, and if Company was licensing the removed Software Product at the time of its removal from the ASLR, then Company may continue to order Licenses for the removed Software Product under the terms of this Agreement and that portion of the then current ASLR that specified the use rights applicable to the removed Software Product unless Microsoft notifies Company (in accordance with Section 15(d) below) that it has removed a Software Product from the ASLR due to an intellectual property infringement claim or in accordance with a court or other governmental order. (d) Copies of Software Products and Printed Materials. For purposes of installation only, Company may make one (1) backup copy of the Software Product media. Any such copy may be made only from legally acquired media as set forth in Section 4(f) below and must include all copyright and trademark notices. After such installation, Company may retain the one (1) copy and the original media on which the Software Products were provided solely for archival purposes or reinstallation of the Software Products. Company is expressly prohibited from distributing or otherwise providing any media containing the Software Products to any Customer or to any third party unless Company first obtains Microsoft's written permission, which permission may be granted in Microsoft's sole discretion. Company may not reproduce any copyrighted Microsoft guides, manuals or other printed materials describing or explaining any of the Software Products. Company may purchase, on a perCustomer basis, up to ten (10) copies of any such guides, manuals or other printed materials from Microsoft Fulfillment for each Software Product provided to a Customer in the form of Application Services. Microsoft reserves the right to seek additional information and verification from Company prior to fulfilling any orders for printed materials. If a Software Product contains documentation that is provided only in electronic form, Company may print one (1) copy of such electronic documentation. (e) Intellectual Property Rights. All title and intellectual property rights in and to the Software Products, and any copies that Company is permitted to make herein, are owned by Microsoft or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software Products is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants Company no rights to use such content. (f) Sublicense of Application Services. Company may grant to Sublicensees the right to make available, display, run, access, or otherwise interact with the functionality of the Software Products in the form of Application Services, in order to allow such Sublicensees to provide Application Services to their customers, subject to the terms of this Section 3(f) and the other terms of this Agreement. Page 3 of 25 (1) Identification of Sublicensees. Upon Microsoft's request, Company shall provide Microsoft with the name,

(1) Identification of Sublicensees. Upon Microsoft's request, Company shall provide Microsoft with the name, address and other information related to the identification of all Sublicensees. (2) Limited Rights. Company's grant of sublicense to a Sublicensee shall state that no further sublicenses shall be permitted. Company is expressly prohibited from distributing or otherwise providing any media containing the Software Products to any Sublicensee unless Company first obtains Microsoft's written permission, which permission may be granted in Microsoft's sole discretion. (3) Customer License Terms. Company's agreement with a Sublicensee shall: (i) contractually obligate the Sublicensee to incorporate the Customer License Terms contained in Addendum B, in substantially similar form, into the terms and conditions of its customer agreements; and (ii) include a provision in its customer agreements that expressly provides that Microsoft is an intended third party beneficiary of the customer agreement with rights to enforce the Customer License Terms; and (iii) require the Sublicensee to cooperate in good faith with Microsoft in investigating instances of non-compliance by a customer of the Sublicensee with the Customer License Terms, if Microsoft believes in good faith that a customer is not in compliance with the Customer License Terms. (4) Inspection and Audit. Company's agreement with a Sublicensee shall: (i) require the Sublicensee to permit access to its facilities to audit and inspection teams sent on behalf of Company or Microsoft, in order that such teams may perform an audit of the Sublicensee's relevant books and records and/or a reasonable inspection of the Sublicensee's computers to determine compliance with the terms hereof; and (ii) expressly provide that Microsoft is an intended third party beneficiary of the Company's agreement with the Sublicensee with the right to enforce the audit rights provision. Any audit and/or inspection shall be conducted during regular business hours at the Sublicensee's facilities, with at least five (5) days prior notice, and in such a manner as not to interfere unreasonably with the Sublicensee's business. (5) Ordering Licenses and Payment. Company shall be responsible for consolidating all information regarding the use of the Software Products by each Sublicensee (to provide Application Services to its customers), reporting such information to Microsoft through the License Order submitted by Company each month under Section 4(a), and paying for the appropriate number of Licenses for each such Sublicensee. (6) Guarantee. Company unconditionally and irrevocably guarantees each Sublicensee's fulfillment of the restrictions and obligations imposed on Company under the ASLR and under this Agreement concerning the Software Products, including, without limitation, restrictions concerning reproduction, access, use and/or distribution of any portion of the Software Products. Company may, subject to confidentiality restrictions, provide a copy of this Agreement and the ASLR to a Sublicensee. (7) Indemnification. Company agrees to indemnify Microsoft for all damages, costs, and expenses (including reasonable attorney's fees) of any kind resulting from any and all unauthorized reproduction, installation, access, use and/or distribution of any portion of the Software Products by a Sublicensee. (8) Termination of Sublicense. Any sublicense granted by Company hereunder shall terminate upon termination of this Agreement. (g) Affiliates. Company may grant to its Affiliates the rights granted to Company in Section 3(a) above, subject to all the terms and conditions set forth in this Agreement and provided that (1) the Affiliate executes an Affiliate Agreement in substantially similar form to the agreement contained in Addendum C hereto prior to exercising any rights under this Agreement, and (2) the Affiliate remains an Affiliate of Company as defined herein. Company agrees to keep on file all executed Affiliate Agreements and deliver them to Microsoft upon request. Company agrees to unconditionally and irrevocably guarantee the Affiliate's compliance with the terms and conditions of this Agreement and the ASLR; however, Affiliates shall not submit monthly License Orders to Microsoft. Company shall be responsible for consolidating all information regarding the use of the Software Products by its Affiliates, reporting such information to Microsoft through the License Order submitted by Company each month under Section 4(a), and paying for the appropriate number of Licenses for such Affiliates. Company agrees that it shall be jointly and severally liable along with each of its Affiliates for any breach of the provisions of this Agreement or the Page 4 of 25

ASLR by such Affiliates. (h) Internal Use. Unless otherwise stated in the ASLR with respect to certain Software Products Internal Use of the Software Products by Company is permitted under this Agreement; however, the number of Licenses acquired each month by Company (including any Affiliates) for such Internal Use must be less than fifty percent (50%) of the total number of Licenses ordered (calculated on a product-by-product basis) by Company each month. This restriction on Internal Use shall not apply during the first ninety (90) days of the Term. (i) Demonstration, Testing and Evaluation. Subject to the conditions set forth in this Section 3(1), Company may demonstrate, evaluate and/or test its Application Services offerings without the obligation to pay for Licenses under Section 4 hereof, unless such use is proscribed in the ASLR with respect to certain Software Products (1) Demonstration. Company may permit employees and authorized persons acting on behalf of Company to access the functionality of the Software Products in order to demonstrate Company's Application Services to prospective Customers; provided, that, no more than fifty (50) user IDs may be issued for such demonstration purposes. Company must keep accurate records of every such demonstration, including the name of the prospective Customer and the number of user IDs provided for such demonstration, and the Software Products must remain at all times in the possession and under the direct control of Company. Company shall provide Microsoft with a copy of such records upon request. (2) Evaluation and Testing of Software Products by Company. Company may install and use an unlimited number of copies of the Software Products solely within its own data center(s) for the purpose of testing and evaluation of the Software Products, subject to the limitations set forth herein. The Software Products may be connected at any point in time to an unlimited number of workstations or computers operating on one or more of Company's own internal networks, For Software Products commercially released on or before the Effective Date of this Agreement, Company's right to test and evaluate such products shall begin on the Effective Date and shall end ninety (90) days after such Effective Date. For Software Products commercially released by Microsoft after the Effective Date of this Agreement, Company's right to test and evaluate such products shall begin on the release date of such products and shall end ninety (90) days after such release date. (3) Evaluation of Application Services by Customers. In addition, Company may also provide Application Services to an unlimited number of Customers for a period of time not to exceed thirty (30) days per Customer, solely for the purpose of evaluation of such services by such Customers, provided that: (i) Company keeps accurate records of every such instance it has provided Application Services to a Customer under this Section 3 (i), which records shall include the name of the Customer to whom the Application Services were provided, the number of users and access rights provided, and the geographic location where the Application Services were used; (ii) Company does not charge or impose any fee on the Customer in connection with evaluation of the Application Services; (iii) Company ensures that, at the end of such thirty (30) day period, all copies of Client Software, if any, are either removed from the Customer's Devices or are rendered unusable; and (iv) the Customer Agreement between Company and Customer includes the Customer License Terms substantially in the form attached hereto in Addendum B. (j) Outsourcing. Notwithstanding any provision in this Agreement to the contrary, if Company enters into an agreement with a third party ("Outsourcing Company") that provides operational services or support services to Company, including but not limited to network management, application management or data Center management services (including operation, maintenance and control of all data center computer hardware ("Servers")), or if Company presently uses an Outsourcing Company in such capacity, Company may install or cause to be installed the Software Products on the Outsourcing Company's Servers subject to the following conditions: (1) Identification of Outsourcing Company. Upon Microsoft's request, Company shall provide Microsoft with the name, address and other information related to the identification of the Outsourcing Company that Company uses to provide services to Company. Microsoft Application Services Agreement (8/1/00) Page 5 of 25

(2) No Assignment or Delegation: Scope of Use. Company understands and agrees that this Section 3(j) does

(2) No Assignment or Delegation: Scope of Use. Company understands and agrees that this Section 3(j) does not constitute an assignment or delegation of any of Company's rights or obligations under this Agreement or any consent to the assignment of such rights and obligations by Microsoft. Company is and shall remain fully responsible for all of its obligations under this Agreement and the ASLR regardless of the physical location of the Servers containing the Software Products. The Outsourcing Company shall only be granted access to the Software Products in order to perform operational and/or support services for Company and may not use the Software Products to provide Application Services to any third party or for any other purpose. (3) Guarantee. Company unconditionally and irrevocably guarantees the Outsourcing Company's fulfillment of the restrictions and obligations imposed on Company under the ASLR and under this Agreement concerning the Software Products, including, without limitation, restrictions concerning reproduction, installation, access, use and/or distribution of any portion of the Software Products. Company may, subject to confidentiality restrictions, provide a copy of this Agreement and the ASLR to the Outsourcing Company. (4) Indemnification. Company agrees to indemnify Microsoft for all damages, costs, and expenses (including reasonable attorneys' fees) of any kind resulting from any and all unauthorized reproduction, installation, access, use, and/or distribution of any portion of the Software Products by the Outsourcing Company. (5) Inspection and Audit. Company's agreement with the Outsourcing Company shall: (i) require the Outsourcing Company to permit access to its data center to audit and inspection teams sent on behalf of Company or Microsoft, in order that such teams may perform an audit of the Outsourcing Company's relevant books and records and/or a reasonable inspection of the Outsourcing Company's Servers to determine compliance with the terms hereof; and (ii) expressly provide that Microsoft is an intended third party beneficiary of the Company's agreement with the Outsourcing Company with the right to enforce the audit rights provision. Any audit and/or inspection shall be conducted during regular business hours at the Outsourcing Company's facilities, with at least five (5) days prior notice, and in such a manner as not to interfere unreasonably with the operations of the Outsourcing Company. (6) Copies of Software Products. Company shall ensure that, upon termination of its agreement with an Outsourcing Company, all copies of the Software Products are completely removed from the Outsourcing Company's Servers or are otherwise rendered permanently unusable, and that the Outsourcing Company returns or destroys all copies of the Software Products in its possession. (k) Server Administration and Maintenance. Company may authorize up to five (5) employees or authorized persons acting on Company's behalf per data center (including persons employed by an Outsourcing Company performing services for Company under Section 3(j) above) to have access to and use the services or functionality of the Software Products for the sole purpose of testing, maintenance and administration of the Software Products, without the obligation to pay for Licenses under Section 4 hereof. (l) Branding; Trademarks and Logos. Nothing in this Agreement shall be construed as granting Company any right, title, interest, or license in or to any of Microsoft's names, word marks, logos, logotypes, trade dress, designs, or other trademarks other than specifically stated herein. (l) Branding. Company agrees that it shall place the phrase "Powered by Microsoft.NET Technologies" on: (1) all advertising, collateral, and other marketing materials that describe the Application Services; arid (ii) the start page, sign-in screen or similar user interface first viewed to begin access to the Application Services. Company will use commercially reasonable efforts to ensure clear identification of the reference to "Powered by Microsoft.NET Technologies" in all such materials and on such screens, Company may only use the words "Powered by Microsoft.NET Technologies" in connection with services that are based upon the use of the Software Products; and Company may not use the words in connection with any other products or services. From time-to-time in its sole discretion, Microsoft may reasonably introduce and require Company to follow additional branding and/or logo guidelines. Any such additional handing will include any single brand or combination of the following brands: "Microsoft," "Microsoft.NET," or such other brands as specified by Microsoft, and Microsoft Application Services Agreement (8/1/00) Page 6 of 25

will include phrasing such as "Powered by _____," as specified by Microsoft. (2) Descriptive References. Company may make descriptive references to Microsoft's non-stylized word marks (but may not use Microsoft's logos, logotypes, trade dress, or designs) in product packaging, documentation, advertising, and marketing materials, including World Wide Web pages, according to Microsoft's standard trademark guidelines (available for viewing at www.microsoft.com/trademarks). Nothing herein shall restrict Microsoft's legal or equitable rights to protect its trademarks against infringement, dilution, or other misuse. (m) Reservation of Rights. Microsoft reserve all rights not expressly granted herein. 4. Ordering and Payment of Licenses. (a) License Orders. Company is required to order and pay for Licenses each month for the Software Products. Company shall submit to Microsoft one (1) License Order each month using the form in Addendum A. Microsoft shall make an electronic version of the License Order available for download from a MS designated Web Site. Company's failure to timely submit a complete and accurate License Order each month or its failure to pay for the appropriate number of Licenses each month in accordance with the terms of this Agreement shall be considered a material breach of this Agreement under Section 7(b)(2). (1) Affiliates and Sublicensces. If Company has granted rights to its Affiliates or to any Sublicensees under this Agreement, Company shall incorporate and consolidate all use of the Software Products by such Affiliates and Sublicensees in Company's monthly License Order. (2) Reporting. Company shall use the License Order to accurately report its use of the Software Products to provide Application Services. For each of the Software Products licensed hereunder, in accordance with the use rights specified in the ASLR, Company shall specify in the License Order the number or processors using the Software Products and/or the number of unique individuals ("Users") to whom access rights to a Software Product were provided in the form of Application Services, whether directly or indirectly, during the immediately preceding calendar month. Company's use of software or hardware that reduces the number of Users directly accessing or utilizing any of the Software Products i.e. "multiplexing" or "pooling" software or hardware) shall not reduce the number of Licenses required; the required number of Licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end." Company shall establish a process to ensure accurate reporting and ordering of Licenses from Microsoft. A duly authorized officer of Company shall certify the License Order as accurate and complete. (3) Submission. The License Order must be submitted to Microsoft no later than fifteen (15) days after the last day of the preceding calendar month. Every License Order shall be delivered electronically to Microsoft to the email address specified on the License Order form. Company must submit a License Order each month regardless of whether any copies of the Software Products were made and regardless of whether access and/or use rights were provided to Users in the preceding month. (4) Modifications. Microsoft reserves the right to reasonably revise the License Order form contained in Addendum A from time-to-time and modify the procedure for submitting License Orders to Microsoft upon thirty (30) days prior notice to Company; however, in no event will Company be required to submit more than one (1) publication of the revised form or procedures on a MS Designated Web Site no later than the first day of the month preceding the month that the changes go into effect; and/or (ii) notice provided in accordance with Section 15(d). (5) Use of Information Provided by Company. Any information provided to Microsoft under a License Order shall be kept confidential by Microsoft and shall be used only for revenue calculation, internal revenue allocation, compliance, and billing purposes. (b) Invoices. Upon receipt of Company's License Order each month, Micorosoft will invoice Company reflecting the number and type of Licenses for Software Products reported to Microsoft during the specified month. The invoice(s), together with proof/record of payment, shall constitute the confirmation for Page 7 of 25

Licenses for each month of the Term. (c) Price List. Microsoft shall issue the Price List on a monthly basis, which list shall specify the unit prices payable by Company for Licenses under this Agreement. During the Term, Microsoft may modify the Price List upon thirty (30) days prior notice to Company, which notice requirement shall be satisfied by publication of the revised Price List on a MS Designated Web Sire no later then the first day of the month preceding the month that the revised Price List goes into effect. (d) Payment Term. All amounts payable by Company under this Agreement are due and owing thirty (30) days after date of invoice from Microsoft. All payments not received by Microsoft from Company by the due date stated in the invoice may be assessed a finance charge of one and one-half percent (1.5%) of the invoice amount per month or the legal maximum, whichever is less. Payment by Company to Microsoft is not contingent on payment by art Affiliate or a Customer to Company. All payments pursuant to this Agreement (i) shall be dischargeable only by payment in United States dollars ("Dollars") regardless of any law, rule, regulation or statute, whether now or hereafter in existence or In effect in any jurisdiction which affects or purports to affect such obligation, and (ii) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted by the Company to any currency other than the full amount of Dollars expressed to be payable in respect of fees, royalties and expenses and all other amounts payable pursuant to this Agreement. All payments to Microsoft by Company shall be in the form of bank wire transfer or electronic funds transfer through an Automated Clearing House ("ACH") with electronic remittance detail attached. Company shall ensure that the Agreement number for this Agreement and the Microsoft invoice number if any, are specified on each wire transfer payment made hereunder. Company shall remit payment by wire transfer to one of the following addresses, depending on location of Company:
(All locations In the Americas except Canada): Microsoft North American Collections #8445O5 Attention: Volume Licensing Account # 3750771767 ABA#: 11100001-2 NationsBank of Texas, NA. (Use only if Company only located in Canad ---MSLI Western Region Collections Royal Bank of Canada Plaza Branch Account #125-39l-3 Bank/Branch Transit 003/0002 Toronto, ON Canada

Remittance detail for wire transfers must also be sent either by fax or e-mail: Fax: (425) 936-7329, Attention: Special Agreements Payments spagpay@microsoft.com ---------------------

Remittance detail for wire transfers must by fax or e-mail: Fax: E-mail: (425) 936-7329, Attention: Speci Payments spagpay@microsoft.com ---------------------

E-mail:

(e) Rebates. During the Term, on a semi-annual basis, Company shall have the opportunity to earn a rebate of up to three percent (3%) of the total amount stated in the monthly invoices sent to Company during the previous Six (6) months January 1st to June 30th and July 1st to December 31st each a "Rebate Period"), divided as follows: (1) one and one half percent (1.5%) of the rebate may be earned for the timely, accurate and complete submission of Company's monthly License Order; and (2) one and one half percent (1.5%) of the rebate may be earned for timely payment of Company's monthly invoice. For purposes of this Section 4(c), "timely" means that Microsoft has received the License Order and/or payment of the monthly invoice by the due date indicated, "accurate" means that Company has correctly populated all reporting fields in the License Order, and "complete" means that Company has populated all required reporting fields in the License Order. If the Effective Date of this Agreement fails within a Rebate Period, Company may earn a monthly rebate as provided herein for each whole month falling within such Rebate Period. (1) Compliance. Company's entitlement to a rebate shall be measured on a month-to-month basis, and Company's failure to comply with the rebate requirements will result in a loss of up to one-sixth

Licenses for each month of the Term. (c) Price List. Microsoft shall issue the Price List on a monthly basis, which list shall specify the unit prices payable by Company for Licenses under this Agreement. During the Term, Microsoft may modify the Price List upon thirty (30) days prior notice to Company, which notice requirement shall be satisfied by publication of the revised Price List on a MS Designated Web Sire no later then the first day of the month preceding the month that the revised Price List goes into effect. (d) Payment Term. All amounts payable by Company under this Agreement are due and owing thirty (30) days after date of invoice from Microsoft. All payments not received by Microsoft from Company by the due date stated in the invoice may be assessed a finance charge of one and one-half percent (1.5%) of the invoice amount per month or the legal maximum, whichever is less. Payment by Company to Microsoft is not contingent on payment by art Affiliate or a Customer to Company. All payments pursuant to this Agreement (i) shall be dischargeable only by payment in United States dollars ("Dollars") regardless of any law, rule, regulation or statute, whether now or hereafter in existence or In effect in any jurisdiction which affects or purports to affect such obligation, and (ii) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted by the Company to any currency other than the full amount of Dollars expressed to be payable in respect of fees, royalties and expenses and all other amounts payable pursuant to this Agreement. All payments to Microsoft by Company shall be in the form of bank wire transfer or electronic funds transfer through an Automated Clearing House ("ACH") with electronic remittance detail attached. Company shall ensure that the Agreement number for this Agreement and the Microsoft invoice number if any, are specified on each wire transfer payment made hereunder. Company shall remit payment by wire transfer to one of the following addresses, depending on location of Company:
(All locations In the Americas except Canada): Microsoft North American Collections #8445O5 Attention: Volume Licensing Account # 3750771767 ABA#: 11100001-2 NationsBank of Texas, NA. (Use only if Company only located in Canad ---MSLI Western Region Collections Royal Bank of Canada Plaza Branch Account #125-39l-3 Bank/Branch Transit 003/0002 Toronto, ON Canada

Remittance detail for wire transfers must also be sent either by fax or e-mail: Fax: (425) 936-7329, Attention: Special Agreements Payments spagpay@microsoft.com ---------------------

Remittance detail for wire transfers must by fax or e-mail: Fax: E-mail: (425) 936-7329, Attention: Speci Payments spagpay@microsoft.com ---------------------

E-mail:

(e) Rebates. During the Term, on a semi-annual basis, Company shall have the opportunity to earn a rebate of up to three percent (3%) of the total amount stated in the monthly invoices sent to Company during the previous Six (6) months January 1st to June 30th and July 1st to December 31st each a "Rebate Period"), divided as follows: (1) one and one half percent (1.5%) of the rebate may be earned for the timely, accurate and complete submission of Company's monthly License Order; and (2) one and one half percent (1.5%) of the rebate may be earned for timely payment of Company's monthly invoice. For purposes of this Section 4(c), "timely" means that Microsoft has received the License Order and/or payment of the monthly invoice by the due date indicated, "accurate" means that Company has correctly populated all reporting fields in the License Order, and "complete" means that Company has populated all required reporting fields in the License Order. If the Effective Date of this Agreement fails within a Rebate Period, Company may earn a monthly rebate as provided herein for each whole month falling within such Rebate Period. (1) Compliance. Company's entitlement to a rebate shall be measured on a month-to-month basis, and Company's failure to comply with the rebate requirements will result in a loss of up to one-sixth

Microsoft Application Services Agreement (8/1/00) Page 8 of 25

(1/6th) of its total rebate for each month that Company is non- compliant during the relevant Rebate Period. (2) Payment. Rebates, if any, will be paid to Company in the form of a credit to be applied to the monthly invoice issued to Company three (3) months after the end of the relevant Rebate Period. (e.g., the October invoice for the January - June Rebate Period). If Company is entitled to receive following the of the Term, Microsoft shall apply the rebate credit to the final invoice issued to Company under this Agreement. At the time of issuance of any rebate credit, if Company is in breach of any of the terms of this Agreement, Company's entire rebate shall be withheld until Company cures such breach; and, if Company fails to cure such breach in accordance with Section 7 hereof, Company's rebate credit shall be forfeited. (3) Rebate Issues. Company shall notify Microsoft of any issues regarding the amount of any rebates in writing no later than thirty (30) days following Company's receipt of a rebate credit. If written notice is not provided to Microsoft within such thirty (30) day period, Company shall have waived any and all right to dispute the amount of such rebate credit. (f) Fulfillment. Company may obtain the media containing the Software Products from either Microsoft Fulfillment or from any retailer or any authorized reseller of full package product. If Software Products are obtained from Microsoft Fulfillment, Company's order shall be limited, on a per-order basis, to ten (10) copies of media containing the Software Product(s). Microsoft Fulfillment will invoice Company for all orders, and payment will be made in accordance with Section 4(d). Orders will be shipped only to the address specified for Company in Section 15(d). Contact information for Microsoft Fulfillment will be provided at the time this Agreement is executed by Microsoft or as determined by Microsoft from time-to-time. (g) Taxes. The amounts to be paid by Company to Microsoft under this Agreement do not include any taxes (including, without limitation (i) taxes on or with respect to or measured by any net or gross income or receipts of the Company, (ii) any franchise taxes, taxes on doing business, gross receipts taxes or capital stock taxes (including any minimum taxes and taxes measured by any item of tax preference), (iii) any taxes imposed or assessed after the date upon which this Agreement is terminated, (iv) taxes based upon or imposed with reference to Company's real and personal property ownership or interests; (v) sales, use VAT and other similar taxes imposed upon Company or that it is required to collect as a result of providing Application Services as contemplated under this Agreement), duties, levies, fees, excises, tariffs, assessments or similar liabilities (individually and collectively "Taxes"). Company agrees to pay all Taxes (and any penalties, interest, or other additions to any such Taxes) now and hereafter properly imposed, levied or assessed by a duly constituted and authorized taxing authority on (1) the Software Products provided under this Agreement or on any transaction related thereto, (2) the Application Services provided by Company, or (3) other goods and services provided to Company by Microsoft under this Agreement; provided, however, that Company is not obligated to pay taxes based on the net worth, capital, property, or income of Microsoft or taxes imposed by reason of Microsoft's doing business or being incorporated in a jurisdiction, and for which Microsoft is obligated to pay under applicable law ("Microsoft Taxes"). Any Taxes that (i) are owed by Company as a result of entering into this Agreement and the payment of the fees hereunder, (ii) are required or permitted to be collected from Company by Microsoft under applicable law, and (iii) immediately above the "Collected Taxes"), shall be remitted by Company to Microsoft, whereupon, upon request, Microsoft shall provide to Company tax receipts or other evidence indicating that such Collected Taxes have been collected by Microsoft and remitted to the appropriate taxing authority. Company may provide to Microsoft an exemption certificate acceptable to Microsoft and to the relevant taxing authority (including without limitation a resale certificate) in which case, after the date upon which such certificate is received in proper form, Microsoft shall not collect the taxes covered by such certificate. Company agrees to indemnify,defend and hold Microsoft harmless from any Taxes, Collected Taxes or claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such Taxes or Collected Taxes, exclusive of the Microsoft Taxes. Microsoft Application Services Agreement (8/1/00) Page 9 of 25

(1/6th) of its total rebate for each month that Company is non- compliant during the relevant Rebate Period. (2) Payment. Rebates, if any, will be paid to Company in the form of a credit to be applied to the monthly invoice issued to Company three (3) months after the end of the relevant Rebate Period. (e.g., the October invoice for the January - June Rebate Period). If Company is entitled to receive following the of the Term, Microsoft shall apply the rebate credit to the final invoice issued to Company under this Agreement. At the time of issuance of any rebate credit, if Company is in breach of any of the terms of this Agreement, Company's entire rebate shall be withheld until Company cures such breach; and, if Company fails to cure such breach in accordance with Section 7 hereof, Company's rebate credit shall be forfeited. (3) Rebate Issues. Company shall notify Microsoft of any issues regarding the amount of any rebates in writing no later than thirty (30) days following Company's receipt of a rebate credit. If written notice is not provided to Microsoft within such thirty (30) day period, Company shall have waived any and all right to dispute the amount of such rebate credit. (f) Fulfillment. Company may obtain the media containing the Software Products from either Microsoft Fulfillment or from any retailer or any authorized reseller of full package product. If Software Products are obtained from Microsoft Fulfillment, Company's order shall be limited, on a per-order basis, to ten (10) copies of media containing the Software Product(s). Microsoft Fulfillment will invoice Company for all orders, and payment will be made in accordance with Section 4(d). Orders will be shipped only to the address specified for Company in Section 15(d). Contact information for Microsoft Fulfillment will be provided at the time this Agreement is executed by Microsoft or as determined by Microsoft from time-to-time. (g) Taxes. The amounts to be paid by Company to Microsoft under this Agreement do not include any taxes (including, without limitation (i) taxes on or with respect to or measured by any net or gross income or receipts of the Company, (ii) any franchise taxes, taxes on doing business, gross receipts taxes or capital stock taxes (including any minimum taxes and taxes measured by any item of tax preference), (iii) any taxes imposed or assessed after the date upon which this Agreement is terminated, (iv) taxes based upon or imposed with reference to Company's real and personal property ownership or interests; (v) sales, use VAT and other similar taxes imposed upon Company or that it is required to collect as a result of providing Application Services as contemplated under this Agreement), duties, levies, fees, excises, tariffs, assessments or similar liabilities (individually and collectively "Taxes"). Company agrees to pay all Taxes (and any penalties, interest, or other additions to any such Taxes) now and hereafter properly imposed, levied or assessed by a duly constituted and authorized taxing authority on (1) the Software Products provided under this Agreement or on any transaction related thereto, (2) the Application Services provided by Company, or (3) other goods and services provided to Company by Microsoft under this Agreement; provided, however, that Company is not obligated to pay taxes based on the net worth, capital, property, or income of Microsoft or taxes imposed by reason of Microsoft's doing business or being incorporated in a jurisdiction, and for which Microsoft is obligated to pay under applicable law ("Microsoft Taxes"). Any Taxes that (i) are owed by Company as a result of entering into this Agreement and the payment of the fees hereunder, (ii) are required or permitted to be collected from Company by Microsoft under applicable law, and (iii) immediately above the "Collected Taxes"), shall be remitted by Company to Microsoft, whereupon, upon request, Microsoft shall provide to Company tax receipts or other evidence indicating that such Collected Taxes have been collected by Microsoft and remitted to the appropriate taxing authority. Company may provide to Microsoft an exemption certificate acceptable to Microsoft and to the relevant taxing authority (including without limitation a resale certificate) in which case, after the date upon which such certificate is received in proper form, Microsoft shall not collect the taxes covered by such certificate. Company agrees to indemnify,defend and hold Microsoft harmless from any Taxes, Collected Taxes or claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such Taxes or Collected Taxes, exclusive of the Microsoft Taxes. Microsoft Application Services Agreement (8/1/00) Page 9 of 25

If, after a determination by foreign tax authorities, any Taxes are required to be withheld, on payments made by

If, after a determination by foreign tax authorities, any Taxes are required to be withheld, on payments made by Company to Microsoft, Company may deduct such taxes from the amount owed Microsoft and pay them to the appropriate taxing authority; provided however, that Company shall promptly secure and deliver to Microsoft and official receipt for any such Taxes withheld or other documents neccessary to enable Microsoft to claim a U.S. Foreign Tax Credit. Company shall remain liable to Microsoft or any amounts withheld by Company for which Company has failed to deliver to Microsoft such official receipt. Company will make certain that any taxes withheld are minimized to the extent possible under applicable law. 5. Support Services. (a) Microsoft Support. This Agreement does not include technical or integration support by Microsoft to Company or to its Customers ("Support Services"), and this Agreement does not obligate Microsoft to provide such Support Services. Any Support Servies provided by Microsoft shall be pursuant to a separate agreement between Microsoft and Company. With respect to any technical information provided to Microsoft by Company as part of any (if any) Support Services related to the Software Products, Coampany agrees that Microsoft (and its Affiliates and agents) may collect, process and use such information for its business purposes, including for product support and development. Microsoft will not disclose such technical information in any form that could reveal Company's indentify. (b) Company Support to Customers. Company agrees to procide commercially reasonable support to its Customers; and, in connection therewith, must either (a) obtain and continuously maintain a Microsoft Premier support services agreement, or (b) obtain support services through the Microsoft Professional support program with prepayment for at least ten (10) incidents, or (c) obtain substantially similar support for the Software Products from another support services provider. 6. Facilitating Compliance with License Requirements. (a) Company Obligations. The Company shall make its employees, agents, and other individuals having access to or using the Software Products under this Agreement aware that the Software Productsa (1) are licensed to Company by Microsoft, (2) may only be used subject to the terms and conditions contained in this Agreement and the ASLR, and (3) may not be copied, transferred or otherwise used in violation of such terms and conditions. (b) Customer Agreements. with respect to its Customers and their respective users, Company shall (1) contractually obligate its Customers to comply with the Customer License Terms contained in Addendum B by incorporating same, in substantially similar form, into the terms and conditions of its Customer Agreements; and (2) include a provision in its Customer Agreements that expressly provides that Microsoft is an intended third party beneficiary of the Customer Agreement with rights to endorce the Customer License Terms; and (3) cooperate in good faith with Microsoft in investigating instances of non-compliance by a Customer with the Customer License Terms, if Microsoft believes in good faith that a Customer is not in compliance with the Customer License Terms. Company shall use its name in place of references to "Company" in the Customer License Terms. In addition, Company shall ensure that, upon termination of a Customer Agreement, all copies of any Client Software, if any, are either completely removed from the Customer's computing Devices or are otherwise rendered unusable. (c) Record Keeping and Audit. (1) Record Keeping. During the Term and for two (2) years thereafter, Company agres to maintain all usual and proper records related to its use of the Software Products, the use of the Sotware Products by Company's Customers and Sublicensees in the form of Application Services, and all other records required under this Agreement. At a minimum, Company shall maintain monthly records for each Customer, Affiliate, and Sublicensee that specifies the Software Products accessed or used, the number of Users (identified by unique User IDs or similar specification) and/or the number of processors associated with the access or use of such Software Products. (2) Audit. In order to verify compliance with the terms of this Agreement and the use of Software

Page 10 of 25

Products by Company and its Customers and Sublicensees, during the Term and for two (2) years thereafter, Microsoft may audit Company's relevant books and records and/or inspect Company's facilities, data center(s) and procedures. Any audit and/or inspection shall be conducted during regular business hours at Company's facilities, with at least five (5) days prior notice, and in such a manner as not to interfere unreasonably with the operations of the Company. At Microsoft's sole discretion, an audit may be conducted by an independent certified public accountant selected by Microsoft (other than on a contingent fee basis). If Microsoft so chooses, it will enter into a non-disclosure agreement with the independent public accountant performing the audit that will obligate such independent public accountant to hold in confidence any of Company's confidential information, including any unrelated financial, business and technical information observed in the course of the audit, Company agrees to provide Microsoft's designated audit or inspection team access to the relevant Company records and facilities, If any material unlicensed use of Software Products is disclosed during an audit, Company shall promptly acquire sufficient Licenses to cover all unlicensed use disclosed by any such audit; and Company shall pay to Microsoft an amount equal to: (i) the reasonable expenses incurred in conducting such audit; plus (ii) an additional License fee of fifteen percent (15%) of the price stated in the then current Price List for each of the required Licenses. If an audit discloses any material unlicensed use of a Software Product by a Customer, it shall be presumed that such unlicensed use began upon commencement of such Customer's relationship with Company, unless Company's records reasonably demonstrate that such unlicensed use was limited in scope and duration. For purposes of this Section 6(b), "material unlicensed use of Software Products" shall exist if, upon audit, it is determined that, with respect to any Software Product the Company has Licenses for fewer than ninety-five percent (95%) of the access rights provided to Customers that are disclosed by the audit. Microsoft shall use the information obtained or observed in the audit solely for the purposes of (x) determining whether the Company has been obtaining sufficient Licenses for the Software Products it is using and has otherwise complied with the terms of this Agreement, (y) enforcing its rights under this Agreement and any applicable laws, and (z) determining if Company has accurately reported Customer information to Microsoft. Microsoft will hold all such information in confidence. 7. Term and Termination. (a) Term. The term of this Agreement is two (2) years, commencing on the Effective Date (the "Term"), unless this Agreement is otherwise terminated as provided below. Notwithstanding the foregoing, if Company is not in breach of this Agreement on the last day of the Term, and if Comp any has continuing obligations to provide Application Services under any of its existing Customer Agreements that extend beyond the end of the Term, then the Term of this Agreement shall be automatically extended for the sole purpose of enabling Company to continue to provide Application Services to such existing Customers for the remaining contract period between Company and such Customers or thirty-six (36) months, whichever period of time is shorter; provided however, that in order for the automatic term extension to apply, Company must notify Microsoft in accordance with Section 15(d) no later than thirty (30) days before the end of the Term that there are existing Customer Agreements that extend beyond the end of the Term. Nothing contained herein shall be deemed to create any express or implied obligation on either party to renew or extend this Agreement or, if the Term of this Agreement is extended as provided for in this Section 7(a), to create any right to continue such relationship on the same terms and conditions contained herein. The number of renewals or extensions notwithstanding, this Agreement is and shall always be interpreted as a fixed term agreement and not as an indefinite term agreement. (b) Termination. (1) Termination Without Cause. Upon thirty (30) days prior written notice to Microsoft, Company may terminate this Agreement without cause. (2) Termination for Breach. Either Party may terminate this Agreement as a result of a breach by the other Party of any of the terms and conditions of this Agreement, upon thirty (30) days prior written notice advising the breaching party of the nature of the breach, provided such breach is not thereafter cured within such thirty (30) day period. (3) Termination by Microsoft. Notwithstanding Section 7(b)(2) above, without prejudice to any other

Products by Company and its Customers and Sublicensees, during the Term and for two (2) years thereafter, Microsoft may audit Company's relevant books and records and/or inspect Company's facilities, data center(s) and procedures. Any audit and/or inspection shall be conducted during regular business hours at Company's facilities, with at least five (5) days prior notice, and in such a manner as not to interfere unreasonably with the operations of the Company. At Microsoft's sole discretion, an audit may be conducted by an independent certified public accountant selected by Microsoft (other than on a contingent fee basis). If Microsoft so chooses, it will enter into a non-disclosure agreement with the independent public accountant performing the audit that will obligate such independent public accountant to hold in confidence any of Company's confidential information, including any unrelated financial, business and technical information observed in the course of the audit, Company agrees to provide Microsoft's designated audit or inspection team access to the relevant Company records and facilities, If any material unlicensed use of Software Products is disclosed during an audit, Company shall promptly acquire sufficient Licenses to cover all unlicensed use disclosed by any such audit; and Company shall pay to Microsoft an amount equal to: (i) the reasonable expenses incurred in conducting such audit; plus (ii) an additional License fee of fifteen percent (15%) of the price stated in the then current Price List for each of the required Licenses. If an audit discloses any material unlicensed use of a Software Product by a Customer, it shall be presumed that such unlicensed use began upon commencement of such Customer's relationship with Company, unless Company's records reasonably demonstrate that such unlicensed use was limited in scope and duration. For purposes of this Section 6(b), "material unlicensed use of Software Products" shall exist if, upon audit, it is determined that, with respect to any Software Product the Company has Licenses for fewer than ninety-five percent (95%) of the access rights provided to Customers that are disclosed by the audit. Microsoft shall use the information obtained or observed in the audit solely for the purposes of (x) determining whether the Company has been obtaining sufficient Licenses for the Software Products it is using and has otherwise complied with the terms of this Agreement, (y) enforcing its rights under this Agreement and any applicable laws, and (z) determining if Company has accurately reported Customer information to Microsoft. Microsoft will hold all such information in confidence. 7. Term and Termination. (a) Term. The term of this Agreement is two (2) years, commencing on the Effective Date (the "Term"), unless this Agreement is otherwise terminated as provided below. Notwithstanding the foregoing, if Company is not in breach of this Agreement on the last day of the Term, and if Comp any has continuing obligations to provide Application Services under any of its existing Customer Agreements that extend beyond the end of the Term, then the Term of this Agreement shall be automatically extended for the sole purpose of enabling Company to continue to provide Application Services to such existing Customers for the remaining contract period between Company and such Customers or thirty-six (36) months, whichever period of time is shorter; provided however, that in order for the automatic term extension to apply, Company must notify Microsoft in accordance with Section 15(d) no later than thirty (30) days before the end of the Term that there are existing Customer Agreements that extend beyond the end of the Term. Nothing contained herein shall be deemed to create any express or implied obligation on either party to renew or extend this Agreement or, if the Term of this Agreement is extended as provided for in this Section 7(a), to create any right to continue such relationship on the same terms and conditions contained herein. The number of renewals or extensions notwithstanding, this Agreement is and shall always be interpreted as a fixed term agreement and not as an indefinite term agreement. (b) Termination. (1) Termination Without Cause. Upon thirty (30) days prior written notice to Microsoft, Company may terminate this Agreement without cause. (2) Termination for Breach. Either Party may terminate this Agreement as a result of a breach by the other Party of any of the terms and conditions of this Agreement, upon thirty (30) days prior written notice advising the breaching party of the nature of the breach, provided such breach is not thereafter cured within such thirty (30) day period. (3) Termination by Microsoft. Notwithstanding Section 7(b)(2) above, without prejudice to any other Microsoft Application Services Agreement (8/1/00) Page 11 of 25

rights, Microsoft may immediately terminate this Agreement upon written notice to Company without an opportunity to cure in the event of a breach by Company of Section 3 (Assignment) or any breach of any of the terms and conditions contained in the ASLR. In addition, in the event Company fails to maintain Microsoft Certified Solution Provider "member" status at all times during the Term, Microsoft may terminate this Agreement upon thirty (30) days prior written notice, provided such failure is not thereafter corrected within such thirty (30) day period. (c) Obligations on Termination or Expiration. Any termination or expiration of this Agreement shall automatically terminate all license rights hereunder, including but not limited to, all Licenses granted hereunder, Upon termination or expiration of this Agreement, Company shall, within thirty (30) days, submit a supplemental License Order for any Licenses based on actual usage of the Software Products to the date of such termination or expiration which have not been previously ordered and which by the terms of this Agreement are required to be ordered after the month of actual usage. Upon termination or expiration of this Agreement, Company shall return to Microsoft, or at Microsoft's direction, destroy and certify to Microsoft the destruction of, all copies of the Software Products and their component parts that are in the possession of Company, or that were otherwise copied or installed under this Agreement (and Company shall likewise instruct all Customers, its Sublicensees (if any) and their respective customers and Users, as applicable). There shall be no refund of amounts paid for media containing Software Products that have been so returned or destroyed. 8. Assignment. Company may not assign or otherwise transfer this Agreement, or any rights or obligations hereunder, whether by contract, merger, operation of law, or otherwise, without the prior written approval of Microsoft, which approval shall not be unreasonably withheld or delayed. "Transfer" within the meaning if this Section shall include without limitation any merger or consolidation of Company with another entity, where Company is not the surviving entity, or the acquisition of more than twenty percent (20%) of any class of Company's voting stock by another entity, or the sale of no more than fifty percent (50%) of Company's assets. Microsoft may transfer its respective rights and obligations hereunder to any Affiliate without the prior written approval of Company; provided that Microsoft shall remain liable, in accordance with this Agreement, for all Licenses it has provided or was obligated to have provided prior to the date of transfer. Any attempted assignment in violation of this Section is null and void. 9. Limited Warranties. (a) Virus Warranty. Microsoft warrants that it has established and regularly puts in place procedures, in conformity with applicable and the most current industry standards, to guard against the inclusion of Viruses, as defined below, in any software prepared by Microsoft, including but not limited to the Software Products. A "Virus" is defined as any computer code, instruction, data, or program that can or may in whole or part disable, materially alter, or damage any software, data, or computer hardware or otherwise interfere with or prevent use of a computer system. If Company notifies Microsoft in writing that it reasonably believes that a Software Product contains a Virus, and if Microsoft confirms same, then Microsoft will (1) exercise reasonable efforts to correct the Software Product, and (2) provide any resulting correction to Company, without charge, when it is available for distribution. The foregoing does not apply to any user customizable features, or to any add-on features or products chat have not been provided by Microsoft, including but not limited to items such as macros, scripts and custom programming or formatting features, The foregoing states Microsoft's entire liability and Company's exclusive remedy for any breach of the warranty described in this Section 9(a). (b) Software Product Limited Warranty. Microsoft warrants that each version of the Software Products will perform substantially in accordance with the end user documentation accompanying such Software Products ("Documentation") for a period of ninety (90) days from the date Company first copies, installs, accesses, runs, reproduces, displays or otherwise interacts with such version of the Software Products (the "Warranty Period"). During the Warranty Period, if Company notifies Microsoft that a Software Product has failed to perform substantially in accordance with its Documentation, then, at Microsoft's option, Microsoft will either (1) use commercially reasonable efforts to repair or replace such Software Product; or (2) terminate this Microsoft Application Services Agreement (8/1/00) Page 12 of 25

rights, Microsoft may immediately terminate this Agreement upon written notice to Company without an opportunity to cure in the event of a breach by Company of Section 3 (Assignment) or any breach of any of the terms and conditions contained in the ASLR. In addition, in the event Company fails to maintain Microsoft Certified Solution Provider "member" status at all times during the Term, Microsoft may terminate this Agreement upon thirty (30) days prior written notice, provided such failure is not thereafter corrected within such thirty (30) day period. (c) Obligations on Termination or Expiration. Any termination or expiration of this Agreement shall automatically terminate all license rights hereunder, including but not limited to, all Licenses granted hereunder, Upon termination or expiration of this Agreement, Company shall, within thirty (30) days, submit a supplemental License Order for any Licenses based on actual usage of the Software Products to the date of such termination or expiration which have not been previously ordered and which by the terms of this Agreement are required to be ordered after the month of actual usage. Upon termination or expiration of this Agreement, Company shall return to Microsoft, or at Microsoft's direction, destroy and certify to Microsoft the destruction of, all copies of the Software Products and their component parts that are in the possession of Company, or that were otherwise copied or installed under this Agreement (and Company shall likewise instruct all Customers, its Sublicensees (if any) and their respective customers and Users, as applicable). There shall be no refund of amounts paid for media containing Software Products that have been so returned or destroyed. 8. Assignment. Company may not assign or otherwise transfer this Agreement, or any rights or obligations hereunder, whether by contract, merger, operation of law, or otherwise, without the prior written approval of Microsoft, which approval shall not be unreasonably withheld or delayed. "Transfer" within the meaning if this Section shall include without limitation any merger or consolidation of Company with another entity, where Company is not the surviving entity, or the acquisition of more than twenty percent (20%) of any class of Company's voting stock by another entity, or the sale of no more than fifty percent (50%) of Company's assets. Microsoft may transfer its respective rights and obligations hereunder to any Affiliate without the prior written approval of Company; provided that Microsoft shall remain liable, in accordance with this Agreement, for all Licenses it has provided or was obligated to have provided prior to the date of transfer. Any attempted assignment in violation of this Section is null and void. 9. Limited Warranties. (a) Virus Warranty. Microsoft warrants that it has established and regularly puts in place procedures, in conformity with applicable and the most current industry standards, to guard against the inclusion of Viruses, as defined below, in any software prepared by Microsoft, including but not limited to the Software Products. A "Virus" is defined as any computer code, instruction, data, or program that can or may in whole or part disable, materially alter, or damage any software, data, or computer hardware or otherwise interfere with or prevent use of a computer system. If Company notifies Microsoft in writing that it reasonably believes that a Software Product contains a Virus, and if Microsoft confirms same, then Microsoft will (1) exercise reasonable efforts to correct the Software Product, and (2) provide any resulting correction to Company, without charge, when it is available for distribution. The foregoing does not apply to any user customizable features, or to any add-on features or products chat have not been provided by Microsoft, including but not limited to items such as macros, scripts and custom programming or formatting features, The foregoing states Microsoft's entire liability and Company's exclusive remedy for any breach of the warranty described in this Section 9(a). (b) Software Product Limited Warranty. Microsoft warrants that each version of the Software Products will perform substantially in accordance with the end user documentation accompanying such Software Products ("Documentation") for a period of ninety (90) days from the date Company first copies, installs, accesses, runs, reproduces, displays or otherwise interacts with such version of the Software Products (the "Warranty Period"). During the Warranty Period, if Company notifies Microsoft that a Software Product has failed to perform substantially in accordance with its Documentation, then, at Microsoft's option, Microsoft will either (1) use commercially reasonable efforts to repair or replace such Software Product; or (2) terminate this Microsoft Application Services Agreement (8/1/00) Page 12 of 25

Agreement with respect to such Software Product and refund to Company the total amount paid by Company for such Software Product. Any replacement Software Products will be warranted for the remainder of the Warranty Period or thirty (30) days, whichever period is longer. This Limited Warranty is void if failure of the Software Products is the result of accident, abuse, misapplication or unauthorized modification. After expiration of the Warranty Period but during the Term of this Agreement, if Company reports in writing any significant deviations between performance of a Software Product and its Documentation, and such deviations have been already reported by other Microsoft licensees, or, after Company's report, are reported commonly by other Microsoft licensees and are acknowledged by Microsoft, then Microsoft agrees to use commercially reasonable efforts to correct such deviations and provide corrections to Company in the form of a fix or patch at such time as Microsoft makes such corrections generally available to other Microsoft licensees. The foregoing states Microsoft's entire liability arid Company's exclusive remedy for arty breach of the warranty described in this Section 9(b). (c) NO OTHER WARRANTIES. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED IN SECTIONS 9(a) and 9(b) ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR. CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, OF TITLE, OF NON-INFRINGEMENT, OF QUIET ENJOYMENT OR QUIET POSSESSION, OR OF CORRESPONDENCE TO DESCRIPTION WITH RESPECT TO TEE SOFTWARE PRODUCTS. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF TEE SOFTWARE PRODUCTS, IF ANY, REMAINS WITH COMPANY. 10. Defense of infringement Claims. (a) Microsoft will defend Company and any Company Affiliate against a claim by an unaffiliated third party that arty Software Product infringes its copyright and/or U.S. patent and pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents); provided Company notifies Microsoft promptly in writing of the claim and gives Microsoft sole control over its defense or settlement. Company agrees to provide Microsoft with reasonable assistance in defending the claim, and Microsoft shall reimburse Company for any reasonable out-of-pocket expenses incurred in providing such assistance, (b) Microsoft will not be liable for any copyright or patent infringement claim to the extent that the claim is based on Company's (1) use of the Software Product after Microsoft notifies Company to discontinue use due to an infringement claim; or (2) combining the Software Product with a non-Microsoft product, program or data if such claim would not have arisen but for such combination; or (iii) altering the Software Product if such claim would not have arisen but for such alteration. Company will reimburse Microsoft for arty costs or damages that result from these actions, (c) If Microsoft receives information concerning an infringement claim related to a Software Product, Microsoft may, at its expense and without obligation to do so, either (1) procure for Company the right to continue to use the allegedly infringing Software Product, or (2) replace or modify the Software Product to make it noninfringing, in which case, Company must immediately stop using the allegedly infringing Software Product. (d) If any other third party claim is brought against Company or any of Company's Affiliates regarding intellectual property of Microsoft, Company must notify Microsoft promptly. Microsoft may at its option, choose to treat these claims as being covered by this Section 10. (e) The rights and remedies granted to Company under this Section 10, Section 11 (Limitation of Liability) and Section 12 (Exclusion of Incidental, Consequential and Certain Other Damages) state Microsoft's entire Microsoft Application Services Agreement (8/1/00) Page 13 of 25

liability and Company's exclusive remedy with respect to any claim of infringement of the rights of a third party, whether arising under statutory or common law or otherwise. 11. Limitation of Liability. With respect to any damages that Company might incur for any reason whatsoever (including, without limitation, all direct or general damages) that arise out of or relate to this Agreement or the Software Products, the entire liability of Microsoft and any of its suppliers, whether based on contract, tort (including negligence), strict liability, or otherwise, shall be limited to, in any and all cases, the amount actually paid by Company under this Agreement for Licenses for the Software Products; plus, in the event of an infringement claim against Company under Section 10(a), the costs of defending Company against such claim. The Parties agree that the limitations of liability, exclusions of damages and warranty disclaimers stated in this Agreement (including Sections 9(c), this Section 11 and Section 12) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. 12. Exclusion of Incidental, Consequential and Certain Other Damages. In no event shall either Party or its suppliers be liable for any special, incidental, indirect, or consequential damages or losses (collectively "Consequential Damages") whatsoever (including, but not limited to, Consequential Damages for disclosure of confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software Products, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Microsoft or any supplier, and even if the injured party or any supplier has been advised of the possibility of such damages; provided, however, that the exclusion of Consequential Damages shall not apply to Microsoft's obligations under Section 10(a) above. 13. Export Compliance with Laws. Company acknowledges that the Software Products are of U.S. origin. Company agrees to comply with all applicable international and national laws that apply to the Software Products and/or Application Services, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on the export of Microsoft Products, see http://www.microsoft.com/exporting/ 14. Fault Tolerance. (a) Software Products. The Software Products are not fault-tolerant and are not designed, manufactured or intended for use or resale as on- line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software Products could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). MICROSOFT AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGHRISK ACTIVITIES. (b) Note On Java Support. The Software Products may contain support for programs written in Java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc. has contractually obligated Microsoft Corporation to make this disclaimer. 15. Miscellaneous. (a) Entire Agreement. This Agreement (once accepted by Microsoft as evinced by Mircosoft's signature and the issuance of an Agreement Number), including any Addenda attached hereto, the ASLR and Price List in effect from time-to-time and the Licenses obtained hereunder, constitutes the entire agreement between Microsoft and the Company concerning the subject matter hereof and merges all prior and contemporaneous communications with respect to such subject matter.

liability and Company's exclusive remedy with respect to any claim of infringement of the rights of a third party, whether arising under statutory or common law or otherwise. 11. Limitation of Liability. With respect to any damages that Company might incur for any reason whatsoever (including, without limitation, all direct or general damages) that arise out of or relate to this Agreement or the Software Products, the entire liability of Microsoft and any of its suppliers, whether based on contract, tort (including negligence), strict liability, or otherwise, shall be limited to, in any and all cases, the amount actually paid by Company under this Agreement for Licenses for the Software Products; plus, in the event of an infringement claim against Company under Section 10(a), the costs of defending Company against such claim. The Parties agree that the limitations of liability, exclusions of damages and warranty disclaimers stated in this Agreement (including Sections 9(c), this Section 11 and Section 12) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. 12. Exclusion of Incidental, Consequential and Certain Other Damages. In no event shall either Party or its suppliers be liable for any special, incidental, indirect, or consequential damages or losses (collectively "Consequential Damages") whatsoever (including, but not limited to, Consequential Damages for disclosure of confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software Products, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Microsoft or any supplier, and even if the injured party or any supplier has been advised of the possibility of such damages; provided, however, that the exclusion of Consequential Damages shall not apply to Microsoft's obligations under Section 10(a) above. 13. Export Compliance with Laws. Company acknowledges that the Software Products are of U.S. origin. Company agrees to comply with all applicable international and national laws that apply to the Software Products and/or Application Services, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on the export of Microsoft Products, see http://www.microsoft.com/exporting/ 14. Fault Tolerance. (a) Software Products. The Software Products are not fault-tolerant and are not designed, manufactured or intended for use or resale as on- line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software Products could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). MICROSOFT AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGHRISK ACTIVITIES. (b) Note On Java Support. The Software Products may contain support for programs written in Java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc. has contractually obligated Microsoft Corporation to make this disclaimer. 15. Miscellaneous. (a) Entire Agreement. This Agreement (once accepted by Microsoft as evinced by Mircosoft's signature and the issuance of an Agreement Number), including any Addenda attached hereto, the ASLR and Price List in effect from time-to-time and the Licenses obtained hereunder, constitutes the entire agreement between Microsoft and the Company concerning the subject matter hereof and merges all prior and contemporaneous communications with respect to such subject matter. The terms and conditions of these

Page 14 of 25

documents shall control over any provisions in any Company purchase order. (b) Order of Precedence. All documents and clauses that comprise this Agreement shall be read so as to be consistent to the extent practicable. However, to the extent that there is any direct inconsistency between the terms contained in this Agreement and the ASLR, the terms of this Agreement shall control. For the avoidance of doubt, In the event that a subject or a particular use is addressed in the ASLR and not in the Agreement, then such provision In the ASLP. shall control. Unless the ASLR specifically states otherwise, the ASLR shall supersede the terms of any end user license agreement ("EULA") that comes with the Software Products. However, if any additional software is provided to Company with the Software Products, and such additional software comes with a separate EULA, then such software is licensed to Company under the terms of the EULA and not under this Agreement or the ASLR. (c) Amendments. This Agreement, excluding the ASLR and the Price List, may only be modified by a written instrument that is signed by both Parties. Company agrees that Microsoft may amend the ASLR in accordance with Section 3(c), and that Microsoft may amend the Price List in accordance with Section 4(c). (d) Notices. All notices under this Agreement shall be deemed delivered twenty-four (24) hours after they are addressed to a Party as specified below and either: (i) deposited in the mail, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier (e.g., DHL, Federal Express, Airborne), charges prepaid, confirmation requested. Microsoft will provide notice of changes to the ASLR in accordance with Section 3(c) above; and Microsoft will provide notice of changes to the Price List in accordance with Section 4(c) above. If a Party's Information below changes during the Term, such Party will notify. the other Party in writing on company letterhead in accordance with the requirements of this Section.
Company Information Microsoft Information --------------------------------------------------------------------------------------------------------Application Service Provider Name Insynq Inc. MSLI, GP --------------------------------------------------------------------------------------------------------Street Address and/or post office box Street Address and/or post office box 1101 Broadway Plaza 6100 Neil Road, Suite 210 --------------------------------------------------------------------------------------------------------City and State/Province City and State/Province Tacoma/WA Reno, NV --------------------------------------------------------------------------------------------------------Country and Postal Code Postal Code WA 98402 89511-1137 --------------------------------------------------------------------------------------------------------Contact Name and title Attention James Leigh CTD Volume Licensing, Dept. 551 --------------------------------------------------------------------------------------------------------Phone Number Phone Number (253) 284-2000 (775) 823-5600 --------------------------------------------------------------------------------------------------------Fax Number Fax Number (253) 284-2035 (775) 826-7287 --------------------------------------------------------------------------------------------------------E-Mail Address JamesL@insynq.com --------------------------------------------------------------------------------------------------------Additional Contact Name and title With a Copy of the Notice To: Joanie C. Mann VP Operations Microsoft Corporation Law and Corporate Affairs One Microsoft Way Redmond, Washington USA 98052 Attention: Product Development & Marketin --------------------------------------------------------------------------------------------------------Additional Contact Phone Number And to: (253) 284-2000 --------------------------------------------------------------------------------------------------------Additional Contact Fax Number Microsoft Account Manager Name (253) 284-2035 ---------------------------------------------------------------------------------------------------------

documents shall control over any provisions in any Company purchase order. (b) Order of Precedence. All documents and clauses that comprise this Agreement shall be read so as to be consistent to the extent practicable. However, to the extent that there is any direct inconsistency between the terms contained in this Agreement and the ASLR, the terms of this Agreement shall control. For the avoidance of doubt, In the event that a subject or a particular use is addressed in the ASLR and not in the Agreement, then such provision In the ASLP. shall control. Unless the ASLR specifically states otherwise, the ASLR shall supersede the terms of any end user license agreement ("EULA") that comes with the Software Products. However, if any additional software is provided to Company with the Software Products, and such additional software comes with a separate EULA, then such software is licensed to Company under the terms of the EULA and not under this Agreement or the ASLR. (c) Amendments. This Agreement, excluding the ASLR and the Price List, may only be modified by a written instrument that is signed by both Parties. Company agrees that Microsoft may amend the ASLR in accordance with Section 3(c), and that Microsoft may amend the Price List in accordance with Section 4(c). (d) Notices. All notices under this Agreement shall be deemed delivered twenty-four (24) hours after they are addressed to a Party as specified below and either: (i) deposited in the mail, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier (e.g., DHL, Federal Express, Airborne), charges prepaid, confirmation requested. Microsoft will provide notice of changes to the ASLR in accordance with Section 3(c) above; and Microsoft will provide notice of changes to the Price List in accordance with Section 4(c) above. If a Party's Information below changes during the Term, such Party will notify. the other Party in writing on company letterhead in accordance with the requirements of this Section.
Company Information Microsoft Information --------------------------------------------------------------------------------------------------------Application Service Provider Name Insynq Inc. MSLI, GP --------------------------------------------------------------------------------------------------------Street Address and/or post office box Street Address and/or post office box 1101 Broadway Plaza 6100 Neil Road, Suite 210 --------------------------------------------------------------------------------------------------------City and State/Province City and State/Province Tacoma/WA Reno, NV --------------------------------------------------------------------------------------------------------Country and Postal Code Postal Code WA 98402 89511-1137 --------------------------------------------------------------------------------------------------------Contact Name and title Attention James Leigh CTD Volume Licensing, Dept. 551 --------------------------------------------------------------------------------------------------------Phone Number Phone Number (253) 284-2000 (775) 823-5600 --------------------------------------------------------------------------------------------------------Fax Number Fax Number (253) 284-2035 (775) 826-7287 --------------------------------------------------------------------------------------------------------E-Mail Address JamesL@insynq.com --------------------------------------------------------------------------------------------------------Additional Contact Name and title With a Copy of the Notice To: Joanie C. Mann VP Operations Microsoft Corporation Law and Corporate Affairs One Microsoft Way Redmond, Washington USA 98052 Attention: Product Development & Marketin --------------------------------------------------------------------------------------------------------Additional Contact Phone Number And to: (253) 284-2000 --------------------------------------------------------------------------------------------------------Additional Contact Fax Number Microsoft Account Manager Name (253) 284-2035 --------------------------------------------------------------------------------------------------------Additional Contact E-Mail Address Office Location jmann@insynq.com --------------------------------------------------------------------------------------------------------Accounts Receivable Contact Name E-mail Address (if applicable)

Barbara Brown ---------------------------------------------------------------------------------------------------------

Microsoft Application Services Agreement (8/1/00) Page 15 of 25

(e) Governing Law and Jurisdiction. This Agreement, including the ASLR, and all matters relating thereto shall be construed and controlled by the laws of the State of Washington, USA, exclusive of its choice of law rules; and Company hereby consents to the non-exclusive jurisdiction and venue of the State and Federal courts sitting in the State of Washington. Legal process may be served on either party in the manner set forth in Section 15(d) above for the delivery of notices or by such other method as is authorized by applicable law or court rule. (f) U.S. Government Rights. The Software Products and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399. (g) Survival. Sections 4(d) and 4(g), 6, 7(c), 9(c), 10(a), 11, 12 and 15 of this Agreement shall survive the termination or expiration of this Agreement. (h) Attorneys' Fees. If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses. (i) Confidentiality. The terms and conditions of this Agreement are confidential. Neither Party shall disclose such terms and conditions, nor the substance of any discussions that led to them, to any third party without first obtaining the prior written consent of the other party except: (1) as required in the ordinary course of business to an Affiliate or agent, or financial or legal advisors who have a need to know such information and who have been instructed that all such information is to be handled in strict confidence; and (2) in accordance with a judicial or other governmental order, provided that the party required to make the disclosure either (i) gives the other party reasonable notice prior to such disclosure to allow such party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford such information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, in order to ensure that the Software Products are used in accordance with the terms of this Agreement, and in furtherance of its compliance obligations under Section 6, Company may disclose the ASLR to third parties on a need-to-know basis. (j) Relationship. Nothing in this Agreement shall be construed to constitute a joint venture, partnership, agency, representative, or employment relationship between the Parties. This Agreement shall not be construed as authority for either Party to act for the other Party in any capacity or to make commitments of any kind for the account of, or on behalf of, the other Party, except to the extent expressly set forth in this Agreement. (k) Construction. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (1) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (2) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. 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. The headings of the Sections in this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. (l) Public Announcements. Neither Party shall make any public announcement about this Agreement without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Either Party may at any time make announcements that are required by applicable law, regulatory bodies, or stock exchange or stock association rules, so long as the Party so required to make the announcement, promptly upon learning of such requirement, notifies the other Party of such requirement and discusses with such other Party in good faith the exact wording of any such announcement.

(e) Governing Law and Jurisdiction. This Agreement, including the ASLR, and all matters relating thereto shall be construed and controlled by the laws of the State of Washington, USA, exclusive of its choice of law rules; and Company hereby consents to the non-exclusive jurisdiction and venue of the State and Federal courts sitting in the State of Washington. Legal process may be served on either party in the manner set forth in Section 15(d) above for the delivery of notices or by such other method as is authorized by applicable law or court rule. (f) U.S. Government Rights. The Software Products and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399. (g) Survival. Sections 4(d) and 4(g), 6, 7(c), 9(c), 10(a), 11, 12 and 15 of this Agreement shall survive the termination or expiration of this Agreement. (h) Attorneys' Fees. If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses. (i) Confidentiality. The terms and conditions of this Agreement are confidential. Neither Party shall disclose such terms and conditions, nor the substance of any discussions that led to them, to any third party without first obtaining the prior written consent of the other party except: (1) as required in the ordinary course of business to an Affiliate or agent, or financial or legal advisors who have a need to know such information and who have been instructed that all such information is to be handled in strict confidence; and (2) in accordance with a judicial or other governmental order, provided that the party required to make the disclosure either (i) gives the other party reasonable notice prior to such disclosure to allow such party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford such information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, in order to ensure that the Software Products are used in accordance with the terms of this Agreement, and in furtherance of its compliance obligations under Section 6, Company may disclose the ASLR to third parties on a need-to-know basis. (j) Relationship. Nothing in this Agreement shall be construed to constitute a joint venture, partnership, agency, representative, or employment relationship between the Parties. This Agreement shall not be construed as authority for either Party to act for the other Party in any capacity or to make commitments of any kind for the account of, or on behalf of, the other Party, except to the extent expressly set forth in this Agreement. (k) Construction. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (1) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (2) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. 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. The headings of the Sections in this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. (l) Public Announcements. Neither Party shall make any public announcement about this Agreement without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Either Party may at any time make announcements that are required by applicable law, regulatory bodies, or stock exchange or stock association rules, so long as the Party so required to make the announcement, promptly upon learning of such requirement, notifies the other Party of such requirement and discusses with such other Party in good faith the exact wording of any such announcement. Page 16 of 25

THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER BY MICROSOFT AND IS NOT LEGALLY BINDING UNTIL EXECUTED BY EACH PARTY.

THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER BY MICROSOFT AND IS NOT LEGALLY BINDING UNTIL EXECUTED BY EACH PARTY. The Parties have caused this Agreement to be signed by their duly authorized representatives below.
[Company] MSLI, GP

By: /s/ John P. Gorst --------------------------------(signature) Name: John P. Gorst ------------------------------(printed) Title: Chairman, CEO -----------------------------(printed) Date: 8/29/2000 -------------------------------

By: /s/ Louie LaMourie III -----------------------------------(signature) Name: Louie LaMourie III

Title: Contract Administrator --------------------------------(printed) Date: 9/6/00 ----------------------------------

--------------------------------------------------------------------------------------------------------This Agreement and attached MSLI, GP Telephone Number (area co documents should be sent to the 6100 Neil Road (775) 823-5600 following address for processing and Suite 210 Facsimile Number (area co approval: Reno, NV 89511-1137 (775) 826-7287 Attention: Dept. 551, Volume Licensing ---------------------------------------------------------------------------------------------------------

Microsoft Application Services Agreement (8/1/00) Page 17 of 25 ADDENDUM A: LICENSE ORDER Subscriber Access Licenses ASP Name: ASP Street Address: ASP City: ASP State: ASP Zip Code: ASP Country: ASP Contact Person: Agreement Number: Effective Date of Agreement: Purchase Order Number: Report Date:
--------------------------------------------------------------------------------------------------------SKU Customer Customer State (if Products Number Identifier Name Street Address City app) --------------------------------------------------------------------------------------------------------Exchange KW Std, US English 1234567 A0511111 Company A 222 Anywhere Street Seattle WA --------------------------------------------------------------------------------------------------------A0511112 Company B 333 Anywhere Street Portland OR --------------------------------------------------------------------------------------------------------Windows Server US English 2345678 A0511111 Company A 222 Anywhere Street Seattle WA

ADDENDUM A: LICENSE ORDER Subscriber Access Licenses ASP Name: ASP Street Address: ASP City: ASP State: ASP Zip Code: ASP Country: ASP Contact Person: Agreement Number: Effective Date of Agreement: Purchase Order Number: Report Date:
--------------------------------------------------------------------------------------------------------SKU Customer Customer State (if Products Number Identifier Name Street Address City app) --------------------------------------------------------------------------------------------------------Exchange KW Std, US English 1234567 A0511111 Company A 222 Anywhere Street Seattle WA --------------------------------------------------------------------------------------------------------A0511112 Company B 333 Anywhere Street Portland OR --------------------------------------------------------------------------------------------------------Windows Server US English 2345678 A0511111 Company A 222 Anywhere Street Seattle WA --------------------------------------------------------------------------------------------------------A0511112 Company B 333 Anywhere Street Portland OR --------------------------------------------------------------------------------------------------------A0511113 Company C 444 Anywhere Street Bellevue WA --------------------------------------------------------------------------------------------------------Office Standard, US English 3456789 A0511111 Company A 222 Anywhere Street Seattle WA --------------------------------------------------------------------------------------------------------A0511112 Company B 333 Anywhere Street Portland OR --------------------------------------------------------------------------------------------------------A0511113 Company C 444 Anywhere Street Bellevue WA ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Effective Date End Date of Products of Agreement Agreement SALs Unit Price Total --------------------------------------------------------------------------------------------------------Exchange KW Std, US English 100 --------------------------------------------------------------------------------------------------------250 --------------------------------------------------------------------------------------------------------Windows Server US English 25 --------------------------------------------------------------------------------------------------------45 --------------------------------------------------------------------------------------------------------75 --------------------------------------------------------------------------------------------------------Office Standard, US English 100 --------------------------------------------------------------------------------------------------------300 --------------------------------------------------------------------------------------------------------200 ---------------------------------------------------------------------------------------------------------

Page 18

Dedicated Processor Licenses ASP Street Address: ASP City:

Dedicated Processor Licenses ASP Street Address: ASP City: ASP State: ASP Zip Code: ASP Country: ASP Contact Person: Agreement Number: Effective Date of Agreement: Purchase Order Number: Report Date:
--------------------------------------------------------------------------------------------------------SKU Customer Customer State (if Products Number Identifier Name Street Address City app) --------------------------------------------------------------------------------------------------------SQL, Enterprise Edition US English 3452167 A0511111 Company A 222 Anywhere Street Seattle WA ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Effective Date End Date of Number of Products of Agreement Agreement CPUs Unit Price Total --------------------------------------------------------------------------------------------------------SQL, Enterprise Edition US English 6 -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 19

Shared Processor Licenses ASP Name: ASP Street Address: ASP City: ASP State: ASP Zip: ASP Country: ASP Contact Person: Agreement Number: Effective Date of Agreement: Purchase Order Number: Report Date:
--------------------------------------------------------------------------------------------------------SKU Customer Customer State (if Products Number Identifier Name Street Address City app)

Shared Processor Licenses ASP Name: ASP Street Address: ASP City: ASP State: ASP Zip: ASP Country: ASP Contact Person: Agreement Number: Effective Date of Agreement: Purchase Order Number: Report Date:
--------------------------------------------------------------------------------------------------------SKU Customer Customer State (if Products Number Identifier Name Street Address City app) --------------------------------------------------------------------------------------------------------Commerce Server, US English 4567879 A0511111 Company A 222 Anywhere Street Seattle WA --------------------------------------------------------------------------------------------------------A0511112 Company B 333 Anywhere Street Portland OR --------------------------------------------------------------------------------------------------------A0511113 Company C 444 Anywhere Street Bellevue WA --------------------------------------------------------------------------------------------------------A0511114 Company D 555 Anywhere Street Bethesda MD --------------------------------------------------------------------------------------------------------SQL Ent. Edition, US English 3452167 A0511111 Company A 333 Anywhere Street Seattle WA --------------------------------------------------------------------------------------------------------A0511112 Company B 444 Anywhere Street Portland OR --------------------------------------------------------------------------------------------------------A0511113 Company C 555 Anywhere Street Bellevue WA --------------------------------------------------------------------------------------------------------A0511114 Company D 555 Anywhere Street Bethesda MD --------------------------------------------------------------------------------------------------------Windows 2000 US Eng. 4563217 A0511111 Company A 333 Anywhere Street Seattle WA --------------------------------------------------------------------------------------------------------A0511112 Company B 444 Anywhere Street Portland OR --------------------------------------------------------------------------------------------------------A0511114 Company D 555 Anywhere Street Bethesda MD ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total Total Number Number of of Customers CPUs for Avg CPUs Effective Date End Date for Product in Product in Per Products of Agreement of Agreement Column A Column A Customer --------------------------------------------------------------------------------------------------------Commerce Server, US English 4 20 5 --------------------------------------------------------------------------------------------------------5 --------------------------------------------------------------------------------------------------------5 --------------------------------------------------------------------------------------------------------5 --------------------------------------------------------------------------------------------------------SQL Ent. Edition, US English 4 3 0.75 --------------------------------------------------------------------------------------------------------0.75 --------------------------------------------------------------------------------------------------------0.75 --------------------------------------------------------------------------------------------------------0.75 ---------------------------------------------------------------------------------------------------------

Windows 2000 US Eng. 3 25 8.33 --------------------------------------------------------------------------------------------------------8.33 --------------------------------------------------------------------------------------------------------8.33 ---------------------------------------------------------------------------------------------------------

Page 20

Individual Consumer Licenses ASP Name: ASP Street Address: ASP City: ASP State: ASP Zip: ASP Country: ASP Contact Person: Agreement Number: Effective Date of Agreement: Purchase Order Number: Report Date:
--------------------------------------------------------------------------------------------------------Country of Usage for Products SKU Number CPUs SALs SALs Unit Price --------------------------------------------------------------------------------------------------------Exchange KW Std, US English 1234567 5000 US --------------------------------------------------------------------------------------------------------Exchange KW Std, US English 1234567 1700 Canada --------------------------------------------------------------------------------------------------------Windows Server, US English 2345678 3000 US --------------------------------------------------------------------------------------------------------Office Standard, US English 3456789 2500 US --------------------------------------------------------------------------------------------------------Commerce Server, US English 4567879 35 --------------------------------------------------------------------------------------------------------SQL Ent. Edition, US English 3452167 25 --------------------------------------------------------------------------------------------------------Windows Server Adv., US Eng. 4563217 40 ---------------------------------------------------------------------------------------------------------

The undersigned, by printing his/her name below, hereby certifies that he/she is duly authorized by Company to complete this License Order reporting form, that the title listed below is his/her true and correct title, that this report is complete and correct, and that Company is in compliance with the License Order reporting requirements of the Applications Services Agreement. Name (Printed) Title

Individual Consumer Licenses ASP Name: ASP Street Address: ASP City: ASP State: ASP Zip: ASP Country: ASP Contact Person: Agreement Number: Effective Date of Agreement: Purchase Order Number: Report Date:
--------------------------------------------------------------------------------------------------------Country of Usage for Products SKU Number CPUs SALs SALs Unit Price --------------------------------------------------------------------------------------------------------Exchange KW Std, US English 1234567 5000 US --------------------------------------------------------------------------------------------------------Exchange KW Std, US English 1234567 1700 Canada --------------------------------------------------------------------------------------------------------Windows Server, US English 2345678 3000 US --------------------------------------------------------------------------------------------------------Office Standard, US English 3456789 2500 US --------------------------------------------------------------------------------------------------------Commerce Server, US English 4567879 35 --------------------------------------------------------------------------------------------------------SQL Ent. Edition, US English 3452167 25 --------------------------------------------------------------------------------------------------------Windows Server Adv., US Eng. 4563217 40 ---------------------------------------------------------------------------------------------------------

The undersigned, by printing his/her name below, hereby certifies that he/she is duly authorized by Company to complete this License Order reporting form, that the title listed below is his/her true and correct title, that this report is complete and correct, and that Company is in compliance with the License Order reporting requirements of the Applications Services Agreement. Name (Printed) Title Date Page 21

ADDENDUM B: CUSTOMER LICENSE TERMS NOTICE REGARDING USE OF MICROSOFT SOFTWARE PRODUCTS This document ("License") concerns your use of certain Microsoft software products provided to you as a

ADDENDUM B: CUSTOMER LICENSE TERMS NOTICE REGARDING USE OF MICROSOFT SOFTWARE PRODUCTS This document ("License") concerns your use of certain Microsoft software products provided to you as a service by [COMPANY], which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (collectively "SOFTWARE PRODUCTS") [COMPANY] does not own the SOFTWARE PRODUCTS and the use thereof subject go certain rights and limitations of which you need to be informed Your right to use the SOFTWARE PRODUCTS as a service is pursuant to your agreement with [COMPANY] and is subject to your understanding of and compliance with the following terms. 1. DEFINITIONS. "Client Software" means software that allows a Device to access or utilize the services or functionality provided by the Server Software. "Device" means each of a computer, workstation terminal, handheld PC, pager, telephone, "smart phone," or other electronic device. "Server Software" means software that provides services or functionality on a computer acting as a server. "Other Software" means the software described in Paragraph 14 ("Other Rights and Limitations")below. 2. OWNERSHIP OF SOFTWARE PRODUCTS. The SOFTWARE PRODUCTS are licensed to [COMPANY] from MSLI, GP ("Microsoft"), Nevada general partnership and a wholly-owned subsidiary of Microsoft Corporation. All title and intellectual property rights in and to the SOFTWARE PRODUCTS (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Nothing herein grants you any rights to use such content. 3. USE OF SOFTWARE PRODUCTS You may only use the SOFTWARE PRODUCTS in accordance with the instructions, and in connection with the application services, provided to you by [COMPANY]. You are only authorized to remotely access the functionality of the SOFTWARE PRODUCTS except for certain Client Software and Other Software that may be installed on your Devices as expressly authorized by [COMPANY]. Other than such Client Software and Other Software, you may not install any other components of the SOFTWARE PRODUCT on your Devices. 4. COPIES. You may not make any copies of the SOFTWARE PRODUCTS; provided, however, that you may (a) install one (1) copy of certain Client Software on your Device as expressly authorized by [COMPANY]; and (b) you may install copies of certain Other Software as described in Paragraph 14 (Other Rights and Limitations) below. You must erase or destroy such Client Software and/or the Other Software upon termination of your agreement with [COMPANY], upon notice from [COMPANY] or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy the printed materials accompanying the SOFTWARE PRODUCTS. 5. LIMITATIONS ON REVERSE ENGINEERING, DECOMPLIATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 6. RENTAL. You may not rent, lease, or lend or directly or indirectly transfer the SOFTWARE PRODUCTS to any third party. 7. TERMINATION. Without prejudice to any other rights, [COMPANY] may terminate your rights to use the SOFTWARE PRODUCTS if you fail to comply with these licensing terms. In such event, you must cease using and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts.

8. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT YOU AGREEMENT IS WITH [COMPANY] AND ANY WARRANTIES, ASSUMPTION OF LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED BY [COMPANY] AND NOT BY MICROSOFT. 9. PRODUCT SUPPORT. Product support for the SOFTWARE PRODUCTS is provided to you by [COMPANY] and is not provided by Microsoft or its affiliates or subsidiaries. 10. NOT FAULT TOLERANT. THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. 11. EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE PRODUCTS are of U.S. origin. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/. 12. NOTE ON JAVA SUPPORT. The SOFTWARE PRODUCTS may contain support for programs written in Java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or sever physical or environmental damage. Sun Microsystems, Inc. has contractually obligated Microsoft to make this disclaimer. 13. U.S. GOVERNMENT RIGHTS. ALL SOFTWARE PRODUCTS provided to the U.S. Government pursuant to solicitation issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitation issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. 14. OTHER RIGHTS AND LIMITATIONS For commerce Server, Host Integration Server and Internet Security and Acceleration Server--Use of Redistributable Software ("SDK Software"). If included in the SOFTWARE PRODUCT, you may install and use copies of the SDK Software on one or more computers located at the your premises solely for the purpose of building applications that work in conjunction with the Server Software ("Applications"). You may modify the Sample Code (identified in the "samples" directories) to design, develope, and test your Applications, and may reproduce and use the Sample Code, as modified, on one or more computers located at your premises. You may also reproduce and distribute the Sample Code, along with any Page 22

modifications you make thereto (for purposes of this section, "modifications" shall mean enhancements to the functionality of the Sample Code), and any other files that may be listed and identified in a REDIST.TXT file as "redistributable" (collectively, the "Redistributable Code") provided that you agree: (1) to distribute the Redistributable Code in object code form and only in conjunction with your Application, which Application adds significant and primary functionality to the Redistributable Code; (2) not to use Microsoft's name, logo, or trademarks to market the Application; (3) to include a valid copyright notice in your name on the Application; (4) to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; (5) to otherwise comply with the terms of this License; and (6) that Microsoft reserves all rights not expressly granted. For Small Business Server - General (excluding Microsoft SQL Server). Note Regarding Use of Redistributable Components. You may modify, reproduce and/or distribute the files listed in the REDIST.TXT file (collectively referred to as "Redistributable Components") provided that you comply with the Modification and Distribution Terms listed in such REDIST.TXT file.

modifications you make thereto (for purposes of this section, "modifications" shall mean enhancements to the functionality of the Sample Code), and any other files that may be listed and identified in a REDIST.TXT file as "redistributable" (collectively, the "Redistributable Code") provided that you agree: (1) to distribute the Redistributable Code in object code form and only in conjunction with your Application, which Application adds significant and primary functionality to the Redistributable Code; (2) not to use Microsoft's name, logo, or trademarks to market the Application; (3) to include a valid copyright notice in your name on the Application; (4) to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; (5) to otherwise comply with the terms of this License; and (6) that Microsoft reserves all rights not expressly granted. For Small Business Server - General (excluding Microsoft SQL Server). Note Regarding Use of Redistributable Components. You may modify, reproduce and/or distribute the files listed in the REDIST.TXT file (collectively referred to as "Redistributable Components") provided that you comply with the Modification and Distribution Terms listed in such REDIST.TXT file. For Small Business Server - Microsoft SQL Server. Note REgarding the Use of Redistributable Components. You have the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the files listed in the REDIST.TXT contained in the SOFTWARE PRODUCT (collectively, the "Redistributable Code"), provided that you also comply with the following: i. General Requirements. If you choose to redistribute any portion of the Redistributable Code, you agree: A. to distribute the Redistributable Code in object code form and only in conjunction with and as a part of a software application product developed by you that adds significant and primary functionality to the SOFTWARE PRODUCT ("Application"); B. not to use Microsoft's name, logo, or trademark to market the Application; C. to include a valid copyright notice in your name on the Application; D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; and E. to otherwise comply with the terms of this License. You also agree not to permit further distribution of the Redistributable Code by your end users except you may permit further redistribution of the Redistributable Code by your distributors if they only distribute the Redistributable Code in conjunction with, and as part of the Application and you and your distributors comply with all other terms of this License. ii. Additional Requirements for MSDE. If you choose to redistribute MSDE, you also agree: A. that your Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and B. that unless your Application requires your customers to license Microsoft Access in order to operate, you shall not reproduce or use MSDE for commercial distribution in conjunction with a general purpose word processing, spreadsheet or database management software product, or an integrated work or product suite whose components include a general purpose word processing, spreadsheet, or database management software product except for the exclusive use of importing data to the various formats supported by Microsoft Access. Note A products that includes limited work processing, spreadsheet or database components along with other components which provide significant and primary value, such as an accounting product with limited spreadsheet capability, is not considered to be a "general purpose" product. For Microsoft SQL Server. Use of Redistributable Code. You have the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the files listed in the

REDIST. TXT contained in the SOFTWARE PRODUCT (collectively, the "Redistributable Code"), provided that you also comply with the following: i. General Requirements. If you choose to redistribute any portion of the Redistributable Code, you agree: A. to distribute the Redistributable Code in object code form and only in conjunction with and as a part of a software application product developed by you that adds significant and primary functionality to the SOFTWARE PRODUCT ("Application"); B. not to use Microsoft's name, logo, or trademark to market the Application; C. to include a valid copyright notice in your name on the Application; D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; and E. to otherwise comply with the terms of this License. You also agree not to permit further distribution of the Redistributable Code by your end users except you may permit further redistribution of the Redistributable Code by your distributors if they only distribute the Redistributable Code in conjunction with, and as part of the Application and you and your distributors comply with all other terms of this License. ii. Additional Requirements for MSDE. If you choose to redistribute MSDE, you also agree: A. that your Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and B. that unless your Application requires your customers to license Microsoft Access in order to operate, you shall not reproduce or use MSDE for commercial distribution in conjunction with a general purpose word processing, spreadsheet or database management software product, or an integrated work or product suite whose components include a general purpose word processing, spreadsheet, or database management software product except for the exclusive use of importing data to the various formats supported by Microsoft Access. Note A products that includes limited work processing, spreadsheet or database components along with other components which provide significant and primary value, such as an accounting product with limited spreadsheet capability, is not considered to be a "general purpose" product. For SMS Server. Installation--Client Software. You may install and use the Installer component of the Client Software ("SMS Installer") only for the purpose of creating installation programs through the use of SMS Installer ("Setup Programs"). You may also use and modify the source code designated as "Sample Code" in the SAMPLES.TXT file for the sole purposes of designing, developing and testing your Setup Programs. You may also install and use in object code from the Redistributable Components (as defined below), along with any modifications you may make to the Sample Code, only on Devices within your organization for a purpose other than Page 23

creation of Setup Programs, provided that: (a) you reproduce and use the Redistributable Components only in conjunction with or as part of a Setup Program; (b) a valid SAL is acquired by [COMPANY] on your behalf for Microsoft Systems Management Server for each User that uses the Redistributable Components; and (c) you indemnify, hold harmless and defend Microsoft and its suppliers from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use of your Setup Program or any software installed by your Setup Program. You do not have any other right to install or use SMS Installer. You may reproduce and distribute the files listed in the REDIST.TXT file (collectively referred to as "Redistributable Components"), along with any modifications you may make to the Sample Code, provided that you comply with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions, terms similar to those

creation of Setup Programs, provided that: (a) you reproduce and use the Redistributable Components only in conjunction with or as part of a Setup Program; (b) a valid SAL is acquired by [COMPANY] on your behalf for Microsoft Systems Management Server for each User that uses the Redistributable Components; and (c) you indemnify, hold harmless and defend Microsoft and its suppliers from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use of your Setup Program or any software installed by your Setup Program. You do not have any other right to install or use SMS Installer. You may reproduce and distribute the files listed in the REDIST.TXT file (collectively referred to as "Redistributable Components"), along with any modifications you may make to the Sample Code, provided that you comply with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions, terms similar to those described above. Use of the Redistributable Components. You may reproduce and distribute the files listed in the REDIST.TXT file (collectively referred to as "Redistributable Components"), along with any modifications you may make to the Sample Code, provided that you comply with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions, terms similar to those described in subsections (a) - (c) of the Client Software note above. Page 24 ADDENDUM C: AFFILIATE AGREEMENT FORM Prior to exercising any license rights (including but not limited to any use of Software Products) or receiving any confidential information under the Application Services Agreement between Company and Microsoft (the "Agreement"), each Company Affiliate (as defined in the Agreement) must execute an Affiliate Agreement in the form indicated below. Both Company and the Affiliate must keep the executed Affiliate Agreement on file and must deliver it to Microsoft upon request. All capitalized terms used herein are defined in the Agreement. [To be printed on Affiliate's company letterhead] AFFILIATE AGREEMENT For good and valuable consideration, [insert name of affiliate], a corporation organized under the laws of [insert name of jurisdiction] ("Affiliate") hereby covenants and agrees with MSLI, GP, a Nevada general partnership and wholly-owned subsidiary of Microsoft Corporation ("Microsoft"), that Affiliate will comply with all obligations of [insert name of company that has entered into the Agreement with Microsoft], a corporation organized under the laws of [insert name of jurisdiction] ("Company") under the Microsoft Application Services Agreement between Microsoft and Company effective as of [insert Effective Date] (the "Agreement"). Any terms used herein that are defined in the Agreement shall have the same meaning as in the Agreement. Affiliate acknowledges and agrees that its agreement herein is a condition for Affiliate to exercise any of the rights granted by Company to Affiliate pursuant to the terms of the Agreement. Affiliate acknowledges and agrees that is shall be bound by the terms and conditions of the Agreement applicable to Company and that it and Company shall be jointly and severally liable to Microsoft for all obligations related to Affiliate's exercise of any license rights or receipt of confidential information under the Agreement, including but not limited to, the payment of monthly fees for Licenses under the Agreement. Notwithstanding the foregoing, Affiliate acknowledges that all orders and payments to be provided by each Affiliate to Microsoft under the Agreement shall be consolidated and provided to Microsoft each month by Company on behalf of Affiliate. Affiliate acknowledges and agrees that, in the event Affiliate ceases to be an Affiliate of Company (as such term "Affiliate" is defined in the Agreement), then the rights granted hereunder shall terminate on the date that Affiliate ceases to be an Affiliate of Company. Any terms used herein that are defined in the Agreement shall have the same meaning as in the Agreement. IN WITNESS WHEREOF, a duly authorized representative of Affiliate has executed this document as of the

ADDENDUM C: AFFILIATE AGREEMENT FORM Prior to exercising any license rights (including but not limited to any use of Software Products) or receiving any confidential information under the Application Services Agreement between Company and Microsoft (the "Agreement"), each Company Affiliate (as defined in the Agreement) must execute an Affiliate Agreement in the form indicated below. Both Company and the Affiliate must keep the executed Affiliate Agreement on file and must deliver it to Microsoft upon request. All capitalized terms used herein are defined in the Agreement. [To be printed on Affiliate's company letterhead] AFFILIATE AGREEMENT For good and valuable consideration, [insert name of affiliate], a corporation organized under the laws of [insert name of jurisdiction] ("Affiliate") hereby covenants and agrees with MSLI, GP, a Nevada general partnership and wholly-owned subsidiary of Microsoft Corporation ("Microsoft"), that Affiliate will comply with all obligations of [insert name of company that has entered into the Agreement with Microsoft], a corporation organized under the laws of [insert name of jurisdiction] ("Company") under the Microsoft Application Services Agreement between Microsoft and Company effective as of [insert Effective Date] (the "Agreement"). Any terms used herein that are defined in the Agreement shall have the same meaning as in the Agreement. Affiliate acknowledges and agrees that its agreement herein is a condition for Affiliate to exercise any of the rights granted by Company to Affiliate pursuant to the terms of the Agreement. Affiliate acknowledges and agrees that is shall be bound by the terms and conditions of the Agreement applicable to Company and that it and Company shall be jointly and severally liable to Microsoft for all obligations related to Affiliate's exercise of any license rights or receipt of confidential information under the Agreement, including but not limited to, the payment of monthly fees for Licenses under the Agreement. Notwithstanding the foregoing, Affiliate acknowledges that all orders and payments to be provided by each Affiliate to Microsoft under the Agreement shall be consolidated and provided to Microsoft each month by Company on behalf of Affiliate. Affiliate acknowledges and agrees that, in the event Affiliate ceases to be an Affiliate of Company (as such term "Affiliate" is defined in the Agreement), then the rights granted hereunder shall terminate on the date that Affiliate ceases to be an Affiliate of Company. Any terms used herein that are defined in the Agreement shall have the same meaning as in the Agreement. IN WITNESS WHEREOF, a duly authorized representative of Affiliate has executed this document as of the date set forth below. All signed copies of this document shall be deemed originals. (Name of Affiliate) (Signature) (Print Name and Title) (Date) Page 25

Microsoft Application Services License Rights

Microsoft Application Services License Rights General Terms You may not exercise the use rights specified herein unless you are currently a licensee in good standing under an Application Services Agreement ("ASA") with Microsoft. The Application Services License Rights set forth in this document ("ASLR") apply to the Software Products licensed by you under your ASA. The Licenses granted to you by Microsoft under the ASA are expressly conditioned upon your compliance with the use rights described in this ASLR applicable to each of the Software Products licensed by you. The use rights set forth in this ASLR and all Licenses for the Software Products terminate upon termination or expiration of the ASA. This ASLR is part of the ASA, and Microsoft may amend the use rights specified herein from time-to-time in accordance with the terms of the ASA. Any limited warranties provided by Microsoft in the ASA with respect to the Software Products do not apply to any components of such products that may be redistributed by you under the use rights applicable to a Software Product contained in this ASLR. The Software Products are protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties. The Software Products are licensed, not sold, Microsoft reserves all rights not expressly granted to you. If a term in this ASLR is capitalized but it not specifically defined herein, it shall have the meaning set forth in the ASA. Licenses for Software Products. The Software Products shall be licensed either by means of a Subscriber Access License or Processor License as specified in the following list:
Processor License Subscriber Access License ------------------------------------------------------------------------------------------------Application Center ------------------------------------------------------------------------------------------------Commerce Server ------------------------------------------------------------------------------------------------Exchange Server Knowledge Worker Pro (Exchange Enterprise Server and Conferencing Server) ------------------------------------------------------------------------------------------------Exchange Server Knowledge Worker Standard Enterprise Server) ------------------------------------------------------------------------------------------------Host Integration Server ------------------------------------------------------------------------------------------------Internet Acceleration and Security Server ------------------------------------------------------------------------------------------------Microsoft Office Professional* ------------------------------------------------------------------------------------------------Microsoft Office Small Business* ------------------------------------------------------------------------------------------------Microsoft Office Standard* ------------------------------------------------------------------------------------------------Small Business Server ------------------------------------------------------------------------------------------------SMS (System Management Server) ------------------------------------------------------------------------------------------------SQL Server Standard ------------------------------------------------------------------------------------------------SQL Server Enterprise SQL Server Enterprise ------------------------------------------------------------------------------------------------Windows Server Std Windows Server Std ------------------------------------------------------------------------------------------------Windows Advanced Server Windows Advanced Server ------------------------------------------------------------------------------------------------Windows Terminal Services -------------------------------------------------------------------------------------------------

* Component products in the suite are available separately, with separate Subscriber Access Licenses. Application Services License Rights (Effective Date: August 1, 2000) Page 1 of 8

Subscriber Access License ("SAL") Rights and Restrictions. (The rights and restrictions contained in this provision may be modified by the Additional Terms contained below with regard to SALs for specific Software Products.) a. Server Software. You may install any number of copies of any Software Product on any number of computers capable of running the Server Software ("Servers") for the sole purpose of providing Application Services under the terms and conditions contained herein and in the ASA. Client Software. You may install, or authorize the installation of, the Client Software on any Devise for use solely by a unique individual who receives Application Services from you in accordance with the terms and conditions contained herein and in the ASA, and for whom you have acquired, and continue to acquire during such individual's use of the Client Software, a SAL. b. User Access. You must acquire a SAL for each unique individual who is authorized to access or otherwise utilize the services or functionality of the Software Products ("User"), whether the Client Software or any other software is used to do so. One (1) SAL is required for each such unique individual. Each such User must use a unique user id when accessing the Server Software, SALs that you acquire may be used only in conjunction with your Server Software. A user for whom a Sal is acquired is an "Authorized User." Processor License ("PL") Rights and Restrictions. (The rights and restrictions contained in this provision may be modified by the Additional Terms contained below with regard to PLs for specific Software Products.) a. Server Software. You may install one (1) copy of the Server Software on a single Server. If the Server has one (1) or more processors, you must obtain one (1) PL for each processor on that Server. You may use the Server Software only with that number of processors for which you are properly licensed. Client Software. You may install and use the Client Software, if any, on any number of Devices so long as it is being used only with the Server Software and for the sole purpose of receiving Application Services from you in accordance with the terms and conditions contained herein and in the ASA. b. User Access. Provided that you have acquired a valid PL for each processor running the Server Software, any number of Users may use or access the services of a Server running the Server Software for the sole purpose of receiving Application Services from you in accordance with the terms and conditions contained herein and in the ASA. A unique individual using or accessing the services of a Server running the Server Software for such purposes pursuant to a PL is an "Authorized User". Benchmark Testing. You may no disclose the results of any benchmark test of either the Server Software or Client Software for SQL Server, Application Center, Commerce Server, Exchange Server, Conferencing Server, Host Integration Server, or Internet Security and Acceleration Server, to any third party without Microsoft's prior written approval, which approval may be granted in Microsoft's sole discretion. Other Licenses. Your use of software applications installed on the Server, or accessed through the Server Software may require additional licenses - please consult the license agreement accompanying such software. Additional Terms for Specific Software Products Application Center, Commerce Server, Host Integration Server ("HIS") and Internet Security and Acceleration Server ("ISA Server") (PL) Commerce Server, HIS and ISA Server - Use of Redistributable Software ("SDK Software"). If included in the Software Product, an Authorized User may install and use copies of the SDK Software on one or more computers located at the Authorized User's premises solely for the purpose of building applications that work in conjunction with the Server Software "(Applications"). An Authorized User may modify the Sample Code (identified in the "samples" directories) to design, develop, and test such Authorized User's Applications, and may

Subscriber Access License ("SAL") Rights and Restrictions. (The rights and restrictions contained in this provision may be modified by the Additional Terms contained below with regard to SALs for specific Software Products.) a. Server Software. You may install any number of copies of any Software Product on any number of computers capable of running the Server Software ("Servers") for the sole purpose of providing Application Services under the terms and conditions contained herein and in the ASA. Client Software. You may install, or authorize the installation of, the Client Software on any Devise for use solely by a unique individual who receives Application Services from you in accordance with the terms and conditions contained herein and in the ASA, and for whom you have acquired, and continue to acquire during such individual's use of the Client Software, a SAL. b. User Access. You must acquire a SAL for each unique individual who is authorized to access or otherwise utilize the services or functionality of the Software Products ("User"), whether the Client Software or any other software is used to do so. One (1) SAL is required for each such unique individual. Each such User must use a unique user id when accessing the Server Software, SALs that you acquire may be used only in conjunction with your Server Software. A user for whom a Sal is acquired is an "Authorized User." Processor License ("PL") Rights and Restrictions. (The rights and restrictions contained in this provision may be modified by the Additional Terms contained below with regard to PLs for specific Software Products.) a. Server Software. You may install one (1) copy of the Server Software on a single Server. If the Server has one (1) or more processors, you must obtain one (1) PL for each processor on that Server. You may use the Server Software only with that number of processors for which you are properly licensed. Client Software. You may install and use the Client Software, if any, on any number of Devices so long as it is being used only with the Server Software and for the sole purpose of receiving Application Services from you in accordance with the terms and conditions contained herein and in the ASA. b. User Access. Provided that you have acquired a valid PL for each processor running the Server Software, any number of Users may use or access the services of a Server running the Server Software for the sole purpose of receiving Application Services from you in accordance with the terms and conditions contained herein and in the ASA. A unique individual using or accessing the services of a Server running the Server Software for such purposes pursuant to a PL is an "Authorized User". Benchmark Testing. You may no disclose the results of any benchmark test of either the Server Software or Client Software for SQL Server, Application Center, Commerce Server, Exchange Server, Conferencing Server, Host Integration Server, or Internet Security and Acceleration Server, to any third party without Microsoft's prior written approval, which approval may be granted in Microsoft's sole discretion. Other Licenses. Your use of software applications installed on the Server, or accessed through the Server Software may require additional licenses - please consult the license agreement accompanying such software. Additional Terms for Specific Software Products Application Center, Commerce Server, Host Integration Server ("HIS") and Internet Security and Acceleration Server ("ISA Server") (PL) Commerce Server, HIS and ISA Server - Use of Redistributable Software ("SDK Software"). If included in the Software Product, an Authorized User may install and use copies of the SDK Software on one or more computers located at the Authorized User's premises solely for the purpose of building applications that work in conjunction with the Server Software "(Applications"). An Authorized User may modify the Sample Code (identified in the "samples" directories) to design, develop, and test such Authorized User's Applications, and may reproduce and use the Sample Code, as modified, on one or more computers located at such Authorized User's premises. An Authorized User may also reproduce and distribute the Sample Code, along with any modifications such Authorized user makes thereto (for Applications Services License Rights (Effective Date:August 1, 2000) Page 2 of 8

purposes if this section, "modifications" shall mean enhancements to the functionality of the Sample Code), and any other files that may be listed and identified in a REDIST.TXT file as "redistributable" (collectively, the "Redistributable Code") provided that the Authorized User agrees: (1) to distribute the Redistributable Code in object code form and only in conjunction with such Authorized User's Application, which Application adds significant and primary functionality to the Redistributable Code; (2) not to use Microsoft's name, logo, or trademarks to market the Application; (3) to include a valid copyright notice in such Authorized User's name on the Application; (4) to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; (5) to otherwise comply with the terms of this ASLR; and (6) that Microsoft reserves all rights not expressly granted. Exchange Server Knowledge Worker Standard and Exchange Server Knowledge Worker Professional (SAL) Client Software. You may install, or authorize the installation of, the Client Software (including without limitation Microsoft Outlook) for Microsoft Exchange Server on the primary Device of a User for whom you have acquired an Exchange Knowledge Worker Standard or Professional SAL (the "Primary User"). In addition, such Primary User may also access or use the functionality of the Server Software by any other Device that such Primary User uses less than twenty percent (20%) of the Primary User's total connection time. The term "total connection time" means the total amount of time the Primary User uses the Client Software to access or otherwise use the Server Software from a Device. Server- Based Microsoft Outlook. If you deploy Microsoft Outlook on Servers, rather than on Users' Devices, then the following shall apply: A User may choose to have concurrent connections to a Server running Outlook using multiple Devices, provided that an Exchange Server SAL is acquired for each such concurrent connection. For instance, you must acquire one (1) SAL for a User who wishes to access and/or utilize the services and/or functionality to Outlook from both a PC and a separate laptop at different times of the day. However, you would be required to obtain two (2) SALs for a User if such individual wished to access and/or utilize the services and/or functionality of Outlook from both Devices concurrently. Knowledge Worker Standard SAL. Usage Limitation. Each User for whom you have purchased an Exchange Server Knowledge Worker Standard SAL may access and use the features and functionality of Microsoft Exchange Server 5.5, Enterprise Edition or Microsoft Exchange 2000 Enterprise Server. Knowledge Worker Professional SAL. Usage Limitation. Each User for whom you have purchased an Exchange Server Knowledge Worker Professional SAL may access and use the features and functionality of Microsoft Exchange 2000 Enterprise Server and Microsoft Exchange Conferencing Server. Microsoft Office Professional, Microsoft Office Small Business and Microsoft Office Standard ("Office Products")* ("SAL") "Office Products" includes component products in the suite that are available separately, with separate SALs, all of which component products are subject to the use terms specified below. No Client Software. The Office Products are Server Software, with no Client Software components. Concurrent Connections. A User may choose to have concurrent connections to a Server running one of the Office Products using multiple Devices, provided that a SAL is acquired for each such concurrent connection. For instance, you must acquire one (1) SAL for a User who wishes to access and/or utilize the services and/or functionality of one of the Office Products from both a PC and a separate laptop at different times of the day. However, you would be required to obtain two (2) SALs for a User if such individual wished to access and/or utilize the services and/or functionality of an Office Product from both Devices concurrently. Separation of Components. You must offer to the Users (and acquire the SALs for) the complete Office Product installed on your Server, not any subset of the components of such Office Product (e.g., if Office Professional is installed, an Office Professional SAL must be acquired even if the User only uses Microsoft Word). Similarly, you must install and offer the complete Office Product you are licensing, not any subset of the features of such Office Product. Restrictions of Evaluation and Testing. Notwithstanding Section 3(i) of the ASA, you may not provide any existing or prospective Customer (or its employees) with access to, or the ability to use, any of the Office Products for the purposes of testing or evaluation by such Customer. Application Services License Rights (Effective Date: August 1, 2000)

Page 3 of 8

Small Business Server (SAL) Installation-Server Software. You may install and use one (1) copy of the Server Software on a single Server, provided that such Server may not be connected to more than fifty (50) Devices (Inclusive of any Indirect connections made through software or hardware that pools or aggregates connections). You may not separate the Server Software components for use on more than one (1) Server. Regardless of the number of SALs you acquire for the Software Product, only a single instance of the Software Product may run in a single domain (other than for data migration purposes for the period of time necessary to complete the data migration). Client Software. Subject to the Component Rights and Limitations below, you may install and use, or authorize installation and use of, the Client Software for up to fifty (50) Users, provided that you have acquired and dedicated a Small Business Server SAL to each such User. Note Regarding Use of Administrator Tools. You may install and use the integrated Small Business Sever Management Console and related tools and snap-ins on any Device within your organization for the sole purpose of administering the Server Software. Note Regarding Use of Redistributable Components. An Authorized User may modify, reproduce and/or distribute the files listed in the RESIST.TXT file (collectively referred b as "redistributable Components") provided that such Authorized User complies with the Modification and Distribution Terms listed in such REDIST.TXT file. Small Business Server SAL Requirements. Except as otherwise provided below in Component Rights and Limitations, you must acquire one (1) Small Business Server SAL for each User that accesses or utilizes the Server Software components do not authorize a User to access and use such individual Server Software components when they are acquired as part of the Software Product; only the Small Business Server SAL provides a User with such access and use rights. Component Rights and Limitations. a. Microsoft Windows Server. Processor Limitation. The Windows Server Software may be used by no more than four (4) processors of the Server at any one time. SAL Requirements. You must acquire one (1) separate Small Business Server SAL for each "Authenticated User" or a User that uses "Windows Server Services" regardless of what software you use. Terminal Services. In addition to a SAL, you must acquire one (1) Windows Server Terminal Services SAL or each User that uses "Terminal Services." You do not need to acquire a Terminal Services SAL to utilize Terminal Services for Users using Devices running a licensed copy of Windows 2000 Professional. Terminal Services SALs that you acquire may be used only in conjunction with your Windows Server Software. Definitions. . "Authenticated User" is a user who directly or indirectly utilizes the Windows Server Integrated Sing-on Service or receives credentials from the Windows Directory Services. . "Windows Server Services" include File Services (accessing or managing files or disk storage), Printing Services (printing to a printer managed by the Software Product), Remote Access Service (accessing the Server from a remote location through a communications link, including a virtual private network), and Terminal Services. . "Terminal Services" means (i) using the terminal services feature of the Windows Server Software to enable Devices to use software residing on the Server, or (ii) using other software in conjunction with the Windows Server Software to provide similar services. b. Microsoft Exchange Server. Client Software. You may install, or authorize the installation of, the Client Software (including Microsoft Outlook) for Microsoft Exchange Server on the primary Device of a User for whom you have acquired a Small Business Server SAL (the "Primary User"). In addition, such Primary User may also access or use the functionality of the Server Software by any other Device that such Primary User uses less

Small Business Server (SAL) Installation-Server Software. You may install and use one (1) copy of the Server Software on a single Server, provided that such Server may not be connected to more than fifty (50) Devices (Inclusive of any Indirect connections made through software or hardware that pools or aggregates connections). You may not separate the Server Software components for use on more than one (1) Server. Regardless of the number of SALs you acquire for the Software Product, only a single instance of the Software Product may run in a single domain (other than for data migration purposes for the period of time necessary to complete the data migration). Client Software. Subject to the Component Rights and Limitations below, you may install and use, or authorize installation and use of, the Client Software for up to fifty (50) Users, provided that you have acquired and dedicated a Small Business Server SAL to each such User. Note Regarding Use of Administrator Tools. You may install and use the integrated Small Business Sever Management Console and related tools and snap-ins on any Device within your organization for the sole purpose of administering the Server Software. Note Regarding Use of Redistributable Components. An Authorized User may modify, reproduce and/or distribute the files listed in the RESIST.TXT file (collectively referred b as "redistributable Components") provided that such Authorized User complies with the Modification and Distribution Terms listed in such REDIST.TXT file. Small Business Server SAL Requirements. Except as otherwise provided below in Component Rights and Limitations, you must acquire one (1) Small Business Server SAL for each User that accesses or utilizes the Server Software components do not authorize a User to access and use such individual Server Software components when they are acquired as part of the Software Product; only the Small Business Server SAL provides a User with such access and use rights. Component Rights and Limitations. a. Microsoft Windows Server. Processor Limitation. The Windows Server Software may be used by no more than four (4) processors of the Server at any one time. SAL Requirements. You must acquire one (1) separate Small Business Server SAL for each "Authenticated User" or a User that uses "Windows Server Services" regardless of what software you use. Terminal Services. In addition to a SAL, you must acquire one (1) Windows Server Terminal Services SAL or each User that uses "Terminal Services." You do not need to acquire a Terminal Services SAL to utilize Terminal Services for Users using Devices running a licensed copy of Windows 2000 Professional. Terminal Services SALs that you acquire may be used only in conjunction with your Windows Server Software. Definitions. . "Authenticated User" is a user who directly or indirectly utilizes the Windows Server Integrated Sing-on Service or receives credentials from the Windows Directory Services. . "Windows Server Services" include File Services (accessing or managing files or disk storage), Printing Services (printing to a printer managed by the Software Product), Remote Access Service (accessing the Server from a remote location through a communications link, including a virtual private network), and Terminal Services. . "Terminal Services" means (i) using the terminal services feature of the Windows Server Software to enable Devices to use software residing on the Server, or (ii) using other software in conjunction with the Windows Server Software to provide similar services. b. Microsoft Exchange Server. Client Software. You may install, or authorize the installation of, the Client Software (including Microsoft Outlook) for Microsoft Exchange Server on the primary Device of a User for whom you have acquired a Small Business Server SAL (the "Primary User"). In addition, such Primary User may also access or use the functionality of the Server Software by any other Device that such Primary User uses less than twenty percent (20%0 of the Primary User's total connection time. The term "total connection time" means the total amount of time the Primary User uses the Client Software to access or otherwise use the Server

Software from a Device. Server-Based Microsoft Outlook. If any deploy Microsoft Outlook or Servers, rather than on Users' Devices, then the following shall apply: A user may choose to have concurrent connections to a Server running Outlook using multiple Devices, provided that a Small Business Server SAL is acquired for each such concurrent connection. For instance, you must acquire one (1) SAL for a Application Services License Rights (Effective Date: August 1, 2000) Page 4 0f 8

User who wishes to access and/or utilize the services and/or functionality of Outlook from both a PC and a separate laptop at different times of the day. However, you would be required to obtain two (2) SALs for a User if such Individual wished to access and/or utilize the services and/or functionality of Outlook from both Devices concurrently. c. Microsoft SQL Server. Client Software. You may install, or authorize the installation of, the SQL Server Desktop Component on any Device for use solely by a User for whom you have acquired a Small Business Server SAL. Client Access. You do not need a Subscriber Access License in order for a Microsoft SQL Server to interact only with another Microsoft SQL Server or Microsoft SQL Server, Enterprise Edition. Note Regarding Use of SQL Server Tools. You may only use the Management Tools, Books-Online, and Development Tools components of Microsoft SQL Server on each Device used by a User for whom you have acquired a Small Business Server SAL. Note Regarding the Use of Redistributable Components, In addition to the rights granted above, an Authorized User has the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the files listed if the REDIST.TXT contained in the Software Product (collectively, the "Redistributable Code"), provided that such Authorized User also complies with the following: i. General Requirements. If an Authorized User chooses to redistribute any portion of the Redistributable Code, such Authorized User agrees: A. to distribute the Redistributable Code in object code form and only in conjunction with and as a part of a software application product developed by such Authorized User that adds significant and primary functionality to the Software Product ("Application"); B. not to use Microsoft's name, logo, or trademarks to market the Application; C. to include a valid copyright notice in such Authorized Users name on the Application; D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; and E. to otherwise comply with the terms of this ASLR. An Authorized User also agrees not to permit further distribution of the Redistributable Code by such Authorized User's end users except an Authorized User may permit further redistribution of the Redistributable Code by such Authorized User's distributors if they only distribute the Redistributable Code if conjunction with, and as part of, the Application and such Authorized User and its distributors comply with all other terms of this ASLR. ii. Additional Requirements for MSDE. If an Authorized User chooses to redistribute MSDE, such Authorized User also agrees: A. that such Authorized User's Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and B. that unless such Authorized User's Application requires such Authorized User's customers to license Microsoft Access if order to operate, such Authorized User shall not reproduce or use MSDE for commercial distribution in conjunction with a general purpose word processing, spreadsheet or database management software product, or an integrated work or product suite whose components include a general purpose word processing, spreadsheet, or database management software product except for the exclusive use of Importing data to the various formats supported by Microsoft Access. Note: A product that includes limited word processing.

User who wishes to access and/or utilize the services and/or functionality of Outlook from both a PC and a separate laptop at different times of the day. However, you would be required to obtain two (2) SALs for a User if such Individual wished to access and/or utilize the services and/or functionality of Outlook from both Devices concurrently. c. Microsoft SQL Server. Client Software. You may install, or authorize the installation of, the SQL Server Desktop Component on any Device for use solely by a User for whom you have acquired a Small Business Server SAL. Client Access. You do not need a Subscriber Access License in order for a Microsoft SQL Server to interact only with another Microsoft SQL Server or Microsoft SQL Server, Enterprise Edition. Note Regarding Use of SQL Server Tools. You may only use the Management Tools, Books-Online, and Development Tools components of Microsoft SQL Server on each Device used by a User for whom you have acquired a Small Business Server SAL. Note Regarding the Use of Redistributable Components, In addition to the rights granted above, an Authorized User has the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the files listed if the REDIST.TXT contained in the Software Product (collectively, the "Redistributable Code"), provided that such Authorized User also complies with the following: i. General Requirements. If an Authorized User chooses to redistribute any portion of the Redistributable Code, such Authorized User agrees: A. to distribute the Redistributable Code in object code form and only in conjunction with and as a part of a software application product developed by such Authorized User that adds significant and primary functionality to the Software Product ("Application"); B. not to use Microsoft's name, logo, or trademarks to market the Application; C. to include a valid copyright notice in such Authorized Users name on the Application; D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; and E. to otherwise comply with the terms of this ASLR. An Authorized User also agrees not to permit further distribution of the Redistributable Code by such Authorized User's end users except an Authorized User may permit further redistribution of the Redistributable Code by such Authorized User's distributors if they only distribute the Redistributable Code if conjunction with, and as part of, the Application and such Authorized User and its distributors comply with all other terms of this ASLR. ii. Additional Requirements for MSDE. If an Authorized User chooses to redistribute MSDE, such Authorized User also agrees: A. that such Authorized User's Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and B. that unless such Authorized User's Application requires such Authorized User's customers to license Microsoft Access if order to operate, such Authorized User shall not reproduce or use MSDE for commercial distribution in conjunction with a general purpose word processing, spreadsheet or database management software product, or an integrated work or product suite whose components include a general purpose word processing, spreadsheet, or database management software product except for the exclusive use of Importing data to the various formats supported by Microsoft Access. Note: A product that includes limited word processing. spreadsheet or database components along with other components which provide significant and primary value, such as an accounting product with limited spreadsheet capability, is not considered to be a "general purpose" product. d. Microsoft Internet Security and Acceleration Server. Client Access. You do not need a Subscriber Access License to access or otherwise utilize the services or functionality of Microsoft Internet Security and Acceleration Server.

e. Health Monitor 2.1. Permitted Use. You may use Health Monitor 2.1 to (i) monitor any Server on which a Server Software component of the Software Product is installed as authorized in "Installation -- Server Software above and (ii) monitor any User for whom you have acquired and Application Services License Rights (Effective Date: August 1, 2000) Page 5 of 8

dedicated a Small Business Server SAL. Client Access. No Small Business Server SAL is required for a User who only uses a Device as the administrative console for Health Monitor 2.1 provided such User is not itself being monitored by Health Monitor 2.1. f. Shared Fax Service and Shared Modem Service. Client Access. You must have a Small Business Server SAL for each User that accesses or uses the Shared Fax Service and/or Shared Modem Service Server Software. g. Microsoft FrontPage. You may authorize the installation and use of only one copy of the Microsoft FrontPage software provided with the Software Product as Client Software on only one Device per each Customer. SQL Server (SAL) and SQL Server Enterprise Edition (SAL or PL) The rights and limitations depend on which license(s) you have acquired with respect to the Software Product: SAL(s) or PL(s). SAL Requirements (for either SQL Server or SQL Server Enterprise Edition). You must acquire one (1) SAL for each User who: . accesses or otherwise utilizes the services of the Server Software (including Users using Microsoft SQL Server Desktop Engine ("MSDE") for such access), or . installs and uses SQL Server Personal Edition, or . uses the Management Tools, Books-Online, and Development Tools components of Microsoft SQL Server (collectively "Tools"). A User may only use the Tools in conjunction with the Server Software. Use of Redistributable Code. In addition to the rights granted above, an Authorized User has the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the tiles listed in the REDIST.TXT contained in the Software Product (collectively, the "Redistributable Code"), provided that such Authorized User also complies with the following: i. General Requirements. If an Authorized User chooses to redistribute any portion of the Redistributable Code, such Authorized User agrees: A. to distribute the Redistributable Code in object code form and only In conjunction with and as a part of a software application product developed by such Authorized User that adds significant and primary functionality to the Software Product ("Application"); B. not to use Microsoft's name, logo, or trademarks to market the Application; C. to include a valid copyright notice in such Authorized User's name on the Application; D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; and E. to otherwise comply with the terms of this ASLR. An Authorized User also agrees not to permit further distribution of the Redistributable Code by such Authorized User's end users except an Authorized User may permit further redistribution of the Redistributable Code by such

dedicated a Small Business Server SAL. Client Access. No Small Business Server SAL is required for a User who only uses a Device as the administrative console for Health Monitor 2.1 provided such User is not itself being monitored by Health Monitor 2.1. f. Shared Fax Service and Shared Modem Service. Client Access. You must have a Small Business Server SAL for each User that accesses or uses the Shared Fax Service and/or Shared Modem Service Server Software. g. Microsoft FrontPage. You may authorize the installation and use of only one copy of the Microsoft FrontPage software provided with the Software Product as Client Software on only one Device per each Customer. SQL Server (SAL) and SQL Server Enterprise Edition (SAL or PL) The rights and limitations depend on which license(s) you have acquired with respect to the Software Product: SAL(s) or PL(s). SAL Requirements (for either SQL Server or SQL Server Enterprise Edition). You must acquire one (1) SAL for each User who: . accesses or otherwise utilizes the services of the Server Software (including Users using Microsoft SQL Server Desktop Engine ("MSDE") for such access), or . installs and uses SQL Server Personal Edition, or . uses the Management Tools, Books-Online, and Development Tools components of Microsoft SQL Server (collectively "Tools"). A User may only use the Tools in conjunction with the Server Software. Use of Redistributable Code. In addition to the rights granted above, an Authorized User has the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the tiles listed in the REDIST.TXT contained in the Software Product (collectively, the "Redistributable Code"), provided that such Authorized User also complies with the following: i. General Requirements. If an Authorized User chooses to redistribute any portion of the Redistributable Code, such Authorized User agrees: A. to distribute the Redistributable Code in object code form and only In conjunction with and as a part of a software application product developed by such Authorized User that adds significant and primary functionality to the Software Product ("Application"); B. not to use Microsoft's name, logo, or trademarks to market the Application; C. to include a valid copyright notice in such Authorized User's name on the Application; D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; and E. to otherwise comply with the terms of this ASLR. An Authorized User also agrees not to permit further distribution of the Redistributable Code by such Authorized User's end users except an Authorized User may permit further redistribution of the Redistributable Code by such Authorized User's distributors if they only distribute the Redistributable Code in conjunction with, and as part of, the Application and such Authorized User and its distributors comply with all other terms of this ASLR. ii. Additional Requirements for MSDE. If an Authorized User chooses to redistribute MSDE, such Authorized User also agrees: A. that such Authorized User's Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and

B. that unless such Authorized User's Application requires such Authorized User's customers to license Microsoft Access in order to operate. such Authorized User shall not reproduce or use MSDE for commercial distribution in conjunction with a general purpose word processing, Spreadsheet or database management software product, or an integrated work or product suite whose components include a general purpose word processing, spreadsheet, or database management software product except for the exclusive use of importing data to the various Application Services License Rights (Effective Date: August 1, 2000) Page 6 of 8

formats supported by Microsoft Access. Note: A product that includes limited word processing, spreadsheet or database components along with other components which provide significant and primary value, such as an accounting product with limited spreadsheet capability, is not considered to be a "general purpose" product. OR PL Requirements (only available for SQL Server Enterprise Edition) Server Software. An Authorized User may use the Management Tools, Books-Online, and Development Tools components of Microsoft SQL Server Enterprise Edition (collectively "Tools") solely in conjunction With the Server Software. You may install any number of instances of the Server Software on the Server for use by any processor for which you have acquired a PL. An "instance" shall mean a running copy of the Server Software. Installation Of Server Software On Passive Fall-Over Server. If the Server Software is used in a clustered environment, you may use the Server Software on a temporary basis on a Server that is employed only for failover support (the "Passive Servers") so long as the number of processors on the Passive Server does not exceed the number of processors on your primary active Server. Use of Redistributable Code. In addition to the rights granted above, an Authorized User has the nonexclusive, royalty-free right to use, reproduce end distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the files listed in the REDIST.TXT contained in the Software Product (collectively, the "Redistributable Code"), provided that such Authorized User also complies With the following: i. General Requirements. If an Authorized User chooses to redistribute any portion of the Redistributable Code, such Authorized User agrees: A. to distribute the Redistributable Code in object code form and only in conjunction with and as a part of a software application product developed by such Authorized User that adds significant and primary functionality to the Software Product ("Application"); B. not to use Microsoft's name, logo, or trademarks to market the Application; C. to include a valid copyright notice in such Authorized User's name on the Application; D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; and E. to otherwise comply with the terms of this ASLR. An Authorized User also agrees not to permit further distribution of the Redistributable Code by such Authorized User's end users except an Authorized User may permit further redistribution of the Redistributable Code by such Authorized User's distributors if they only distribute the Redistributable Code in conjunction with, and as part of, the Application and such Authorized User and its distributors comply with all other terms of this ASLR. ii. Additional Requirements for MSDE. If an Authorized User chooses to redistribute MSDE, such Authorized User also agrees;

formats supported by Microsoft Access. Note: A product that includes limited word processing, spreadsheet or database components along with other components which provide significant and primary value, such as an accounting product with limited spreadsheet capability, is not considered to be a "general purpose" product. OR PL Requirements (only available for SQL Server Enterprise Edition) Server Software. An Authorized User may use the Management Tools, Books-Online, and Development Tools components of Microsoft SQL Server Enterprise Edition (collectively "Tools") solely in conjunction With the Server Software. You may install any number of instances of the Server Software on the Server for use by any processor for which you have acquired a PL. An "instance" shall mean a running copy of the Server Software. Installation Of Server Software On Passive Fall-Over Server. If the Server Software is used in a clustered environment, you may use the Server Software on a temporary basis on a Server that is employed only for failover support (the "Passive Servers") so long as the number of processors on the Passive Server does not exceed the number of processors on your primary active Server. Use of Redistributable Code. In addition to the rights granted above, an Authorized User has the nonexclusive, royalty-free right to use, reproduce end distribute the Microsoft SQL Server Desktop Engine ("MSDE") and the files listed in the REDIST.TXT contained in the Software Product (collectively, the "Redistributable Code"), provided that such Authorized User also complies With the following: i. General Requirements. If an Authorized User chooses to redistribute any portion of the Redistributable Code, such Authorized User agrees: A. to distribute the Redistributable Code in object code form and only in conjunction with and as a part of a software application product developed by such Authorized User that adds significant and primary functionality to the Software Product ("Application"); B. not to use Microsoft's name, logo, or trademarks to market the Application; C. to include a valid copyright notice in such Authorized User's name on the Application; D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; and E. to otherwise comply with the terms of this ASLR. An Authorized User also agrees not to permit further distribution of the Redistributable Code by such Authorized User's end users except an Authorized User may permit further redistribution of the Redistributable Code by such Authorized User's distributors if they only distribute the Redistributable Code in conjunction with, and as part of, the Application and such Authorized User and its distributors comply with all other terms of this ASLR. ii. Additional Requirements for MSDE. If an Authorized User chooses to redistribute MSDE, such Authorized User also agrees; A. that such Authorized User's Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and B. that unless such Authorized User's Application requires such Authorized User's customers to license Microsoft Access in order to operate, such Authorized User shall not reproduce or use MSDE for commercial distribution in conjunction with a general purpose word processing, spreadsheet or database management software product, or an integrated work or product suite whose components include a general purpose word processing, spreadsheet, or database management software product except for the exclusive use of importing data to the various formats supported by Microsoft Access. Note: A product that includes limited word processing, spreadsheet or database components along with other components which provide significant and primary value, such as an accounting product with limited spreadsheet capability, is not considered to be a "general purpose"

product. SMS Server (SAL) Installation--Client Software. An Authorized User may install and use the Installer component of the Client Software ("SMS Installer") only for the purpose of creating installation programs through the use of Application Services License (Effective Date: August 1, 2000) Page 7 of 8

SMS Installer ("Setup Programs"). An Authorized User may also use and modify the source code designated as Sample Code" in the SAMPLES.TXT file for the sole purposes of designing, developing, and testing such Authorized User's Setup Programs. An Authorized User may also install and use in object code form the Redistributable Components (as defined below), along with any modifications such Authorized User may make to the Sample Code, only on Devices within such Authorized Users organization for a purpose other than creation of Setup Programs, provided that: (a) such Authorized User reproduces and uses the Redistributable Components only in conjunction with or as part of a Setup Program; (b) a valid SAL is acquired for Microsoft Systems Management Server for each User that uses the Redistributable Components: and (C) such Authorized User indemnifies, holds harmless and defends Microsoft and its suppliers from and against any claims or lawsuits, including attorneys fees, that arise or result from the use of such Authorized Users Setup Program or any software installed by such Authorized User's Setup Program. An Authorized User does not have any other right to install or use SMS Installer. An Authorized User may reproduce and distribute the files listed in the REDIST.TXT file (collectively referred to as "Redistributable components") along with any modifications such Authorize User may make to the Sample Code, provided that such Authorized User complies with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions terms similar to those described above. Use of the Redistributable Components. An Authorized User may reproduce ` and distribute the flies listed in the REDIST.TXT file (collectively referred to as "Redistributable Components'), along with any modifications such Authorized User may make to the Sample Code, provided that such Authorized User complies with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions, terms similar to those described in subsections (a) (c) of the Client Software note above. User Access. You do not need a SAL in order to permit Users solely to execute Systems Management Server-to-Systems Management Server communications that are solely managing a third Device. Administration Console or Utilities You also do not need to acquire a SAL for Microsoft SQL Server to use the administration console or utilities provided with Systems Management Server to access or otherwise utilize the services of Microsoft SQL Server. Metering Services and Client Access Points. You may install and use the Metering Services and Client Access Points components of the Server Software on any computer running a validly licensed copy of Windows NT Server within your organization. Windows Server and Windows Advanced Server (PL or SAL) The rights and limitations depend on which license(s) you have acquired with respect to the Software Product; PL(s) or SAL(s). PL Requirements. Installation--Server Software. You may not separate component parts of the Server Software for use on more than one Server unless a separate PL is acquired for each such additional Server. OR SAL Requirements. You must acquire one (1) SAL for each "Authenticated User" or a User who uses "Windows Server Services' regardless of what software you use. Terminal Services. In addition to a SAL, you must acquire one (1) Terminal Services SAL for each User who uses "Terminal Services." You do not need a Terminal Services SAL to utilize Terminal Services for Users using Devices running a licensed copy of Windows 2000 Professional. Terminal Services SALs that you acquire may be used only in conjunction with the Windows Server Software. "Authenticated User" is a User who directly or indirectly utilizes the Windows Server Integrated Sign-On Service

SMS Installer ("Setup Programs"). An Authorized User may also use and modify the source code designated as Sample Code" in the SAMPLES.TXT file for the sole purposes of designing, developing, and testing such Authorized User's Setup Programs. An Authorized User may also install and use in object code form the Redistributable Components (as defined below), along with any modifications such Authorized User may make to the Sample Code, only on Devices within such Authorized Users organization for a purpose other than creation of Setup Programs, provided that: (a) such Authorized User reproduces and uses the Redistributable Components only in conjunction with or as part of a Setup Program; (b) a valid SAL is acquired for Microsoft Systems Management Server for each User that uses the Redistributable Components: and (C) such Authorized User indemnifies, holds harmless and defends Microsoft and its suppliers from and against any claims or lawsuits, including attorneys fees, that arise or result from the use of such Authorized Users Setup Program or any software installed by such Authorized User's Setup Program. An Authorized User does not have any other right to install or use SMS Installer. An Authorized User may reproduce and distribute the files listed in the REDIST.TXT file (collectively referred to as "Redistributable components") along with any modifications such Authorize User may make to the Sample Code, provided that such Authorized User complies with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions terms similar to those described above. Use of the Redistributable Components. An Authorized User may reproduce ` and distribute the flies listed in the REDIST.TXT file (collectively referred to as "Redistributable Components'), along with any modifications such Authorized User may make to the Sample Code, provided that such Authorized User complies with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions, terms similar to those described in subsections (a) (c) of the Client Software note above. User Access. You do not need a SAL in order to permit Users solely to execute Systems Management Server-to-Systems Management Server communications that are solely managing a third Device. Administration Console or Utilities You also do not need to acquire a SAL for Microsoft SQL Server to use the administration console or utilities provided with Systems Management Server to access or otherwise utilize the services of Microsoft SQL Server. Metering Services and Client Access Points. You may install and use the Metering Services and Client Access Points components of the Server Software on any computer running a validly licensed copy of Windows NT Server within your organization. Windows Server and Windows Advanced Server (PL or SAL) The rights and limitations depend on which license(s) you have acquired with respect to the Software Product; PL(s) or SAL(s). PL Requirements. Installation--Server Software. You may not separate component parts of the Server Software for use on more than one Server unless a separate PL is acquired for each such additional Server. OR SAL Requirements. You must acquire one (1) SAL for each "Authenticated User" or a User who uses "Windows Server Services' regardless of what software you use. Terminal Services. In addition to a SAL, you must acquire one (1) Terminal Services SAL for each User who uses "Terminal Services." You do not need a Terminal Services SAL to utilize Terminal Services for Users using Devices running a licensed copy of Windows 2000 Professional. Terminal Services SALs that you acquire may be used only in conjunction with the Windows Server Software. "Authenticated User" is a User who directly or indirectly utilizes the Windows Server Integrated Sign-On Service or receives credentials from the Windows Directory Services. "Windows Server Services" include File Services (accessing or managing files or disk storage), Printing Services (printing to a printer managed by the Software Product), Remote Access Service (accessing the Server from a remote location through a communications link, including a virtual private network), and Terminal Services. "Terminal Services" means (I) using the terminal services feature of the Server Software to enable Devices to use software residing on the Server, or (ii) Using other software In conjunction with the Server Software to provide similar services. Application Services License Rights (Effective Date: August 1, 2000)

Page 8 of 8

EXHIBIT 10.40 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is entered into as of this ____ day of September, 2000 between Insynq. Inc. (the "Company"), and David Selmon ("Mr. Selmon"). WHEREAS, since February 2000, Mr. Selmon has served as a member of the Board of Directors (the "Board") of the Company; and WHEREAS, the Company has determined that it is in the best interest of the Company to compensate Mr. Selmon for serving as a member of the Board, and Mr. Selmon is willing to continue to serve in such capacity. NOW THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows: 1. TERM. The term of this Agreement shall commence on February 1, 2000 (the "Effective Date") and shall expire on the date Mr. Selmon ceases to be a member of the Board in accordance with the Bylaws of the Company (the "Term"). 2. CONSULTING SERVICES. Subject to and in accordance with the provisions of this Agreement, during the Term, Mr. Selmon agrees to attend Board meetings and provide the Company with his knowledge and insight relating to the Company's business (the "Consulting Services"). 3. CONSULTING FEES. During the Term, the Company shall pay to Mr. Selmon $250.00 for each Board meeting he attends. In addition, for the fiscal quarter commencing on June 1, 2000, and for each fiscal quarter of the Company thereafter while Mr. Selmon serves on the Board, Mr. Selmon shall be entitled to receive 3,500 shares of the Company's common stock for each full fiscal quarter he serves as a member of the Board. Earned shares in any fiscal quarter will be issued by the 15th day of the month following the end of such quarter. The number of shares Mr. Selmon is entitled to receive hereunder shall not be adjusted for the two-for-one forward stock split that occurred on August 3, 2000 as a result of the Company's merger with Xcel Management, Inc. If the Company changes its fiscal year to a calendar year and Mr. Selmon is a Board member at such time, he shall be entitled to receive the pro rata portion of the shares earned at the time of such change and shall thereafter commence earning new shares during the first fiscal calendar quarter of the Company. If Mr. Selmon ceases to be a director prior to the end of any fiscal quarter, no shares for that quarter shall be earned or issued. As an independent contractor, Mr. Selmon is not, nor will Mr. Selmon become, eligible for any employee benefits, including without limitation, health insurance, worker's compensation, unemployment insurance, or pension or other similar benefits, provided by the Company (or its affiliates) to its employees. Mr. Selmon will have full responsibility for the payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security, FICA, and income tax laws with respect to Mr. Selmon's performance of services with respect to the compensation received hereunder. 4. RESTRICTED SHARES. Mr. Selmon acknowledges that the shares of common stock he receives hereunder shall be restricted shares, that he is receiving such shares for his own account without a view to distribution thereof, that he may need to hold such shares for an indefinite period of time, and that the certificates representing the shares will contain legends restricting the sale of his shares. Mr. Selmon also acknowledges that he must hold the shares for at least one (1) year prior to having the ability to sell the shares under the requirements of Rule 144 of the Securities Act of 1933, as amended. Mr. Selmon further acknowledges that he may not sell any shares prior to such time without the shares being registered with the SEC or pursuant to an exemption from such registration. 5. CONFIDENTIALITY. Mr. Selmon acknowledges that he has and will receive information (the "Confidential Information") concerning the business of the Company that he would not otherwise receive, but for his service as a member of the Board of the Company. Mr. Selmon further acknowledges that this Confidential Information, which is not publicly known and which gives the Company a competitive advantage, if shared with third parties,

EXHIBIT 10.40 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is entered into as of this ____ day of September, 2000 between Insynq. Inc. (the "Company"), and David Selmon ("Mr. Selmon"). WHEREAS, since February 2000, Mr. Selmon has served as a member of the Board of Directors (the "Board") of the Company; and WHEREAS, the Company has determined that it is in the best interest of the Company to compensate Mr. Selmon for serving as a member of the Board, and Mr. Selmon is willing to continue to serve in such capacity. NOW THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows: 1. TERM. The term of this Agreement shall commence on February 1, 2000 (the "Effective Date") and shall expire on the date Mr. Selmon ceases to be a member of the Board in accordance with the Bylaws of the Company (the "Term"). 2. CONSULTING SERVICES. Subject to and in accordance with the provisions of this Agreement, during the Term, Mr. Selmon agrees to attend Board meetings and provide the Company with his knowledge and insight relating to the Company's business (the "Consulting Services"). 3. CONSULTING FEES. During the Term, the Company shall pay to Mr. Selmon $250.00 for each Board meeting he attends. In addition, for the fiscal quarter commencing on June 1, 2000, and for each fiscal quarter of the Company thereafter while Mr. Selmon serves on the Board, Mr. Selmon shall be entitled to receive 3,500 shares of the Company's common stock for each full fiscal quarter he serves as a member of the Board. Earned shares in any fiscal quarter will be issued by the 15th day of the month following the end of such quarter. The number of shares Mr. Selmon is entitled to receive hereunder shall not be adjusted for the two-for-one forward stock split that occurred on August 3, 2000 as a result of the Company's merger with Xcel Management, Inc. If the Company changes its fiscal year to a calendar year and Mr. Selmon is a Board member at such time, he shall be entitled to receive the pro rata portion of the shares earned at the time of such change and shall thereafter commence earning new shares during the first fiscal calendar quarter of the Company. If Mr. Selmon ceases to be a director prior to the end of any fiscal quarter, no shares for that quarter shall be earned or issued. As an independent contractor, Mr. Selmon is not, nor will Mr. Selmon become, eligible for any employee benefits, including without limitation, health insurance, worker's compensation, unemployment insurance, or pension or other similar benefits, provided by the Company (or its affiliates) to its employees. Mr. Selmon will have full responsibility for the payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security, FICA, and income tax laws with respect to Mr. Selmon's performance of services with respect to the compensation received hereunder. 4. RESTRICTED SHARES. Mr. Selmon acknowledges that the shares of common stock he receives hereunder shall be restricted shares, that he is receiving such shares for his own account without a view to distribution thereof, that he may need to hold such shares for an indefinite period of time, and that the certificates representing the shares will contain legends restricting the sale of his shares. Mr. Selmon also acknowledges that he must hold the shares for at least one (1) year prior to having the ability to sell the shares under the requirements of Rule 144 of the Securities Act of 1933, as amended. Mr. Selmon further acknowledges that he may not sell any shares prior to such time without the shares being registered with the SEC or pursuant to an exemption from such registration. 5. CONFIDENTIALITY. Mr. Selmon acknowledges that he has and will receive information (the "Confidential Information") concerning the business of the Company that he would not otherwise receive, but for his service as a member of the Board of the Company. Mr. Selmon further acknowledges that this Confidential Information, which is not publicly known and which gives the Company a competitive advantage, if shared with third parties, could be detrimental to the Company and could place the Company at a competitive disadvantage. Mr. Selmon therefore agrees that Mr. Selmon will not, during the Term and for a period of three (3) years after termination or

4. RESTRICTED SHARES. Mr. Selmon acknowledges that the shares of common stock he receives hereunder shall be restricted shares, that he is receiving such shares for his own account without a view to distribution thereof, that he may need to hold such shares for an indefinite period of time, and that the certificates representing the shares will contain legends restricting the sale of his shares. Mr. Selmon also acknowledges that he must hold the shares for at least one (1) year prior to having the ability to sell the shares under the requirements of Rule 144 of the Securities Act of 1933, as amended. Mr. Selmon further acknowledges that he may not sell any shares prior to such time without the shares being registered with the SEC or pursuant to an exemption from such registration. 5. CONFIDENTIALITY. Mr. Selmon acknowledges that he has and will receive information (the "Confidential Information") concerning the business of the Company that he would not otherwise receive, but for his service as a member of the Board of the Company. Mr. Selmon further acknowledges that this Confidential Information, which is not publicly known and which gives the Company a competitive advantage, if shared with third parties, could be detrimental to the Company and could place the Company at a competitive disadvantage. Mr. Selmon therefore agrees that Mr. Selmon will not, during the Term and for a period of three (3) years after termination or cessation of this Agreement, directly or indirectly disclose, copy, communicate to, or use for the benefit of any other person or entity (other than the Company), any of the Confidential Information acquired by Mr. Selmon prior to or during the term of this Agreement. Mr. Selmon acknowledges that he will obtain no right, title or interest in the Confidential Information, or any related information or data, and that the Confidential Information and related information is and shall remain the sole property of Company. 6. RETURN OF COMPANY PROPERTY. Upon termination or cessation of this Agreement, Mr. Selmon shall surrender to the Company any and all Confidential Information, Company-related documents, assets, property, equipment and the like in his possession or control. Mr. Selmon shall supply to the Company, upon request, a written statement that all such Confidential Information, including all copies, and other items have been returned. 7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by Mr. Selmon, his beneficiaries or legal representatives. The Company may assign any one or more of its rights under this Agreement to a successor to the business of the Company. 8. FEES AND EXPENSES. Each party shall bear their own legal fees and expenses related to the negotiation and documentation of this Agreement. In any proceeding brought to declare, define or determine the rights or obligations of any party this Agreement, the prevailing party shall be entitled to receive an award of its attorney's fees and expenses in connection therewith, such fees to be awarded by the Court or arbitrator, and not by the jury. 9. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by overnight courier or telecopier with proof of delivery or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 2

if to the Company, to Insynq, Inc. 1101 Broadway Plaza Tacoma, Washington 98402 Attention: John Gorst Telecopier: (253) 284-2000; and if to Mr. Selmon, to David Selmon 14601 Bellaire Blvd. #338 Houston, TX 77083

if to the Company, to Insynq, Inc. 1101 Broadway Plaza Tacoma, Washington 98402 Attention: John Gorst Telecopier: (253) 284-2000; and if to Mr. Selmon, to David Selmon 14601 Bellaire Blvd. #338 Houston, TX 77083 Telecopier: (877) 527-5649 10. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharges unless such waiver, modification or discharge is agreed to in writing and signed by Mr. Selmon and the Company. No waiver by a party hereto of any breach by the other party hereto of any condition or provision of this Agreement shall be deemed a waiver of such, similar or dissimilar provisions or conditions at the same or any subsequent or prior time. No agreement or representations, oral or otherwise, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement. 11. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Washington without giving effect to the conflict of law principles thereof. Subject to Section 17 of this Agreement, any action brought by any party to this Agreement shall be brought and maintained in a court of competent jurisdiction in Pierce County of the State of Washington. 12. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not effect the validity or enforceability of any other provision hereof. 13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters addressed thereby and supersedes all prior agreements, if any, understandings, and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. 14. HEADINGS, CAPTIONS, ETC. Headings and captions herein are for convenience of reference only and shall not be used to determine or define the rights of the parties. All references to "including" are deemed to be references to "including without limitation," whether or not so expressly stated. 15. ARBITRATION. Except as provided below, any dispute or controversy arising out of or relating to this Agreement shall be determined and settled by arbitration in the City of Tacoma, Washington, in accordance with the Employment Dispute Resolution Rules of the 3

American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Such arbitrator shall have no power to modify any of the provisions of this Agreement, and his or her jurisdiction is limited accordingly. A party requesting arbitration hereunder shall give ten (10) days' written notice to the other party prior to requesting such arbitration. Unless the arbitrator decides otherwise, the successful party in any such arbitration shall be entitled to reasonable attorneys' fees and costs associated with such arbitration. If the parties hereto cannot agree upon an arbitrator, then one shall be appointed by the governing official of the Washington Chapter of the American Arbitration Association. Any arbitrator so appointed shall have extensive experience in a profession connected with the subject matter of the dispute. Whenever any action is required to be taken under this Agreement within a specified period of time and the taking of such action is materially affected by a matter submitted to arbitration, such period shall automatically be extended by the number of days plus ten (10) that are taken for the determination of that matter by the arbitrator. Notwithstanding the foregoing, this Section 17 shall not limit the Company's right to seek and obtain a restraining order, injunction or other equitable relief.

American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Such arbitrator shall have no power to modify any of the provisions of this Agreement, and his or her jurisdiction is limited accordingly. A party requesting arbitration hereunder shall give ten (10) days' written notice to the other party prior to requesting such arbitration. Unless the arbitrator decides otherwise, the successful party in any such arbitration shall be entitled to reasonable attorneys' fees and costs associated with such arbitration. If the parties hereto cannot agree upon an arbitrator, then one shall be appointed by the governing official of the Washington Chapter of the American Arbitration Association. Any arbitrator so appointed shall have extensive experience in a profession connected with the subject matter of the dispute. Whenever any action is required to be taken under this Agreement within a specified period of time and the taking of such action is materially affected by a matter submitted to arbitration, such period shall automatically be extended by the number of days plus ten (10) that are taken for the determination of that matter by the arbitrator. Notwithstanding the foregoing, this Section 17 shall not limit the Company's right to seek and obtain a restraining order, injunction or other equitable relief. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and Mr. Selmon has executed this Agreement as of the day and year first above written. INSYNQ, INC. a Delaware corporation
By: /s/ John P. Gorst ------------------------------------------------John Gorst, President and Chief Executive Officer

MR. SELMON:
/S/ DAVID D. SELMON ----------------------------------------------------David Selmon

4
Exhibit 10.41 AGREEMENT --------STATE OF WASHINGTON COUNTY OF PIERCE (S) (S) (S)

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, Interactive Information Systems Corporation ("Interactive") is a company controlled and primarily owned by Carroll Benton ("Mrs. Benton"). WHEREAS, on September 16, 1998, Interactive sold and conveyed all of its rights, title and interest in and to: (1) the equipment and other intangible personal property described in Exhibit "A" to that certain Bill of Sale and Agreement -- Interactive to Benton, dated September 16, 1998 (the "Interactive Bill of Sale"), and (2) the intellectual properties, computer software, trademarks, copyrights, ideas, work-in-progress, and other tangible and intangible property compromising the system known as the "Insynq Project" which is further described in Exhibit "B" to the Interactive Bill of Sale (the assets described in (1) and (2) are hereinafter collectively referred to as the "Insynq Assets") to Charles Benton ("Mr. Benton"), in exchange for the extinguishment of certain debt owed to Mr. Benton by Interactive; and WHEREAS, on the same day Mr. Benton subsequently sold and conveyed all of his rights, title and interest in and to the Insynq Assets to Insynq, Inc., a Washington corporation ("Insynq I"), in exchange for the issuance of 5,500,000 shares of common stock in Insynq I to Mr. Benton; and

Exhibit 10.41 AGREEMENT --------STATE OF WASHINGTON COUNTY OF PIERCE (S) (S) (S)

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, Interactive Information Systems Corporation ("Interactive") is a company controlled and primarily owned by Carroll Benton ("Mrs. Benton"). WHEREAS, on September 16, 1998, Interactive sold and conveyed all of its rights, title and interest in and to: (1) the equipment and other intangible personal property described in Exhibit "A" to that certain Bill of Sale and Agreement -- Interactive to Benton, dated September 16, 1998 (the "Interactive Bill of Sale"), and (2) the intellectual properties, computer software, trademarks, copyrights, ideas, work-in-progress, and other tangible and intangible property compromising the system known as the "Insynq Project" which is further described in Exhibit "B" to the Interactive Bill of Sale (the assets described in (1) and (2) are hereinafter collectively referred to as the "Insynq Assets") to Charles Benton ("Mr. Benton"), in exchange for the extinguishment of certain debt owed to Mr. Benton by Interactive; and WHEREAS, on the same day Mr. Benton subsequently sold and conveyed all of his rights, title and interest in and to the Insynq Assets to Insynq, Inc., a Washington corporation ("Insynq I"), in exchange for the issuance of 5,500,000 shares of common stock in Insynq I to Mr. Benton; and WHEREAS, also on September 16, 1998, Insynq I executed and delivered to Mr. Benton that certain Fixed Rate Installment Note in the original principal amount of $70,000, which note was made payable in monthly installments beginning on February 5, 1999 (the "Insynq I Installment Note"); and AGREEMENT - Page 1

WHEREAS, on October 31, 1999, the Insynq I Installment Note was amended and restated as that certain Promissory Note in the original principal amount of $80,094.85, which note was made due and payable on demand (the "Insynq I Demand Note"); WHEREAS, the Insynq Installment Note, amended and restated as the Insynq I Demand Note, has been paid in full; and WHEREAS, during the time period prior to November 1999, Interactive advanced working capital in the amount of approximately $118,000 to Insynq I; and WHEREAS, in or about November, 1999, Insynq I repaid all advances from Interactive existing on or prior to September 30, 1999 in full by issuing 118,000 shares of common stock in Insynq I; and WHEREAS, on February 18, 2000, Insynq I sold substantially all of its assets to Xcel Management, Inc. ("Xcel"), a public company (the "Xcel Transaction"); and WHEREAS, on August 3, 2000, Xcel merged into its wholly owned subsidiary, Insynq, Inc., a Delaware corporation (the "Subsidiary Merger"), leaving Insynq, Inc., a Delaware corporation as the sole surviving entity ("Insynq II"). WHEREAS, Benton & Benton ("B&B"), an accounting firm affiliated with Mr. Benton, provided tax and accounting services to Insynq I; and WHEREAS, Mr. and Mrs. Benton have agreed to accept 150,000 shares of Insynq II shares from John Gorst (the "Gorst Additional Release Shares") as additional consideration for the agreements by Interactive and Mr. and Mrs. Benton with Insynq I, Xcel, and Insynq II herein and for the agreements with John Gorst in an agreement dated September 22, 2000 between Mr. Gorst and Mr. and Mrs. Benton;

WHEREAS, on October 31, 1999, the Insynq I Installment Note was amended and restated as that certain Promissory Note in the original principal amount of $80,094.85, which note was made due and payable on demand (the "Insynq I Demand Note"); WHEREAS, the Insynq Installment Note, amended and restated as the Insynq I Demand Note, has been paid in full; and WHEREAS, during the time period prior to November 1999, Interactive advanced working capital in the amount of approximately $118,000 to Insynq I; and WHEREAS, in or about November, 1999, Insynq I repaid all advances from Interactive existing on or prior to September 30, 1999 in full by issuing 118,000 shares of common stock in Insynq I; and WHEREAS, on February 18, 2000, Insynq I sold substantially all of its assets to Xcel Management, Inc. ("Xcel"), a public company (the "Xcel Transaction"); and WHEREAS, on August 3, 2000, Xcel merged into its wholly owned subsidiary, Insynq, Inc., a Delaware corporation (the "Subsidiary Merger"), leaving Insynq, Inc., a Delaware corporation as the sole surviving entity ("Insynq II"). WHEREAS, Benton & Benton ("B&B"), an accounting firm affiliated with Mr. Benton, provided tax and accounting services to Insynq I; and WHEREAS, Mr. and Mrs. Benton have agreed to accept 150,000 shares of Insynq II shares from John Gorst (the "Gorst Additional Release Shares") as additional consideration for the agreements by Interactive and Mr. and Mrs. Benton with Insynq I, Xcel, and Insynq II herein and for the agreements with John Gorst in an agreement dated September 22, 2000 between Mr. Gorst and Mr. and Mrs. Benton; AGREEMENT - Page 2

WHEREAS, Mr. Benton claims that he executed a waiver of certain rights relating to a forward stock split of Insynq I's shares in or about January, 2000 (in a ratio of approximately 1.4 to 1) (the "Stock Split") under duress and that he is therefore entitled to the issuance of additional shares; WHEREAS, Mrs. Benton has agreed to transfer 98,400 shares of stock in Insynq II owned by her to Mr. Benton and Mr. Benton has agreed to accept 98,400 shares of Mrs. Benton's stock in Insynq II as consideration for Mr. Benton's release of any claims in or to additional shares of stock from Insynq or Gorst as a result of his alleged execution under duress of his rights relating to the Stock Split and as additional consideration for the agreements with Insynq I, Xcel and Insynq II herein and the agreements with John Gorst in an Agreement dated September 22, 2000 between Mr. Benton, Mrs. Benton and Mr. Gorst; WHEREAS, in exchange for the consideration provided herein, Insynq II has agreed to enter into the Registration Rights Agreement attached hereto as EXHIBIT A allowing Interactive and Mr. Benton the ability to register for public sale any stock either own in Insynq II held by Mr. Benton and/or Interactive, such Registration Rights Agreement to be executed simultaneously herewith and such registration to be in compliance with the Securities Act of 1933, as amended (the "Securities Act" and all applicable State blue sky laws. NOW THEREFORE, Mr. Benton, Mrs. Benton, Interactive, B&B, and Insynq II state as follows: 1. RELEASE OF INSYNQ II AND RELATED PARTIES. Subject to 3.A., 3.B. and 3.C. below, in exchange for good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Interactive, Mr. and Mrs. Benton and B&B and each of their respective officers, directors, shareholders, partners, AGREEMENT - Page 3

WHEREAS, Mr. Benton claims that he executed a waiver of certain rights relating to a forward stock split of Insynq I's shares in or about January, 2000 (in a ratio of approximately 1.4 to 1) (the "Stock Split") under duress and that he is therefore entitled to the issuance of additional shares; WHEREAS, Mrs. Benton has agreed to transfer 98,400 shares of stock in Insynq II owned by her to Mr. Benton and Mr. Benton has agreed to accept 98,400 shares of Mrs. Benton's stock in Insynq II as consideration for Mr. Benton's release of any claims in or to additional shares of stock from Insynq or Gorst as a result of his alleged execution under duress of his rights relating to the Stock Split and as additional consideration for the agreements with Insynq I, Xcel and Insynq II herein and the agreements with John Gorst in an Agreement dated September 22, 2000 between Mr. Benton, Mrs. Benton and Mr. Gorst; WHEREAS, in exchange for the consideration provided herein, Insynq II has agreed to enter into the Registration Rights Agreement attached hereto as EXHIBIT A allowing Interactive and Mr. Benton the ability to register for public sale any stock either own in Insynq II held by Mr. Benton and/or Interactive, such Registration Rights Agreement to be executed simultaneously herewith and such registration to be in compliance with the Securities Act of 1933, as amended (the "Securities Act" and all applicable State blue sky laws. NOW THEREFORE, Mr. Benton, Mrs. Benton, Interactive, B&B, and Insynq II state as follows: 1. RELEASE OF INSYNQ II AND RELATED PARTIES. Subject to 3.A., 3.B. and 3.C. below, in exchange for good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Interactive, Mr. and Mrs. Benton and B&B and each of their respective officers, directors, shareholders, partners, AGREEMENT - Page 3

employees, agents, servants, attorneys, parent companies, subsidiary companies, successors and assigns and any person, organization or corporation in privity or affiliated with the forenamed (collectively, the "Benton Releasing Parties") each hereby fully and finally release, acquit and forever discharge, to the fullest extent permitted by law, Insynq I, Xcel, Insynq II and their respective officers, directors, shareholders, employees, agents, servants, attorneys, parent companies, subsidiary companies, successors and assigns and any person, organization or corporation in privity with the forenamed (hereinafter collectively referred to as the "Insynq Released Parties"), of and from any and all debts, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, causes of action, claims, actions, rights, demands, costs, expenses, obligations, liabilities, losses and damages in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, suspected or unsuspected, accrued or unaccrued, known or unknown, liquidated or unliquidated, which may have arisen or accrued in whole or in part prior to the execution of this Agreement (collectively, the "Insynq Released Claims"). The Insynq Released Claims include, but are not limited to, those arising out of or relating in any manner to 1) the issuance or agreement, understanding or promise to issue of any shares of stock to any of the Benton Releasing Parties by Insynq I, Xcel or Insynq Ii or any of their respective affiliates; 2) any duties or obligations owed by Insynq I, Xcel or Insynq II arising out of the Insynq I Installment Note, (or as restated, the Insynq I Demand Note), particularly including, but not limited to any further payment obligations under the Insynq I Installment Note (or as restated, the Inynq I Demand Note; 3) any duty or obligation of Insynq I, Xcel, Insynq II or any of their respective affiliates to pay any sum of money relating to any advancement of any other money or providing of any other services to one or more of the Benton Releasing Parties AGREEMENT - Page 4

prior to the date this Agreement is executed; 4) any duties or obligations arising out of B&B's performance of tax, accounting or other service to or on behalf of Insynq I, Xcel or Insynq II, particularly including, but not limited to any further duty or obligation to pay for any such services; 5) any duties or obligations arising out of any other agreement between any of the Insynq Released Parties and any of the Benton Releasing Parties or any other entity in which Mr. and Mrs. Benton now owns or at any time in the past owned a controlling interest together or

employees, agents, servants, attorneys, parent companies, subsidiary companies, successors and assigns and any person, organization or corporation in privity or affiliated with the forenamed (collectively, the "Benton Releasing Parties") each hereby fully and finally release, acquit and forever discharge, to the fullest extent permitted by law, Insynq I, Xcel, Insynq II and their respective officers, directors, shareholders, employees, agents, servants, attorneys, parent companies, subsidiary companies, successors and assigns and any person, organization or corporation in privity with the forenamed (hereinafter collectively referred to as the "Insynq Released Parties"), of and from any and all debts, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, causes of action, claims, actions, rights, demands, costs, expenses, obligations, liabilities, losses and damages in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, suspected or unsuspected, accrued or unaccrued, known or unknown, liquidated or unliquidated, which may have arisen or accrued in whole or in part prior to the execution of this Agreement (collectively, the "Insynq Released Claims"). The Insynq Released Claims include, but are not limited to, those arising out of or relating in any manner to 1) the issuance or agreement, understanding or promise to issue of any shares of stock to any of the Benton Releasing Parties by Insynq I, Xcel or Insynq Ii or any of their respective affiliates; 2) any duties or obligations owed by Insynq I, Xcel or Insynq II arising out of the Insynq I Installment Note, (or as restated, the Insynq I Demand Note), particularly including, but not limited to any further payment obligations under the Insynq I Installment Note (or as restated, the Inynq I Demand Note; 3) any duty or obligation of Insynq I, Xcel, Insynq II or any of their respective affiliates to pay any sum of money relating to any advancement of any other money or providing of any other services to one or more of the Benton Releasing Parties AGREEMENT - Page 4

prior to the date this Agreement is executed; 4) any duties or obligations arising out of B&B's performance of tax, accounting or other service to or on behalf of Insynq I, Xcel or Insynq II, particularly including, but not limited to any further duty or obligation to pay for any such services; 5) any duties or obligations arising out of any other agreement between any of the Insynq Released Parties and any of the Benton Releasing Parties or any other entity in which Mr. and Mrs. Benton now owns or at any time in the past owned a controlling interest together or separately; 6) any duties or obligations arising out of any other agreement between any Insynq Released Parties and any of the Benton Releasing Parties; 7) Mr. Benton's claim that he executed a waiver of his rights relating to the Stock Split under duress and that he is therefore entitled to any additional shares, damages or other compensation from any of the Insynq Released Parties as a result of his allegedly executing such waiver under duress; 8) any claim for attorneys' fees incurred by Mr. or Mrs. Benton relative to any claim released herein; 9) any other act or omission which any of the Benton Releasing Parties now or in the future believe may have been committed by any of the Insynq Released Parties on or prior to the execution of this Agreement. 2. RELEASE OF MR. AND MRS. BENTON AND RELATED PARTIES. Subject to 3.A, 3.B, and 3.C. below, in exchange for good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Insynq I, Xcel and Insynq II ("the Insynq Releasing Parties") each hereby fully and finally release, acquit and forever discharge, to the fullest extent permitted by law, Mr. and Mrs. Benton ("the Benton Releasing Parties"), of and from any and all debts, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, causes of action, claims, actions, rights, demands, costs, expenses, obligations, liabilities, losses and damages in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, suspected or AGREEMENT - Page 5

unsuspected, accrued or unaccrued, known or unknown, liquidated or unliquidated, which may have arisen or accrued in whole or in prior to the execution of this Agreement. 3. UNAFFECTED RIGHTS. A. Notwithstanding anything to the contrary herein, the parties hereto understand and agree that this Agreement does not affect in any manner the rights, duties and obligations created by or arising out of (1) this Agreement (2)

prior to the date this Agreement is executed; 4) any duties or obligations arising out of B&B's performance of tax, accounting or other service to or on behalf of Insynq I, Xcel or Insynq II, particularly including, but not limited to any further duty or obligation to pay for any such services; 5) any duties or obligations arising out of any other agreement between any of the Insynq Released Parties and any of the Benton Releasing Parties or any other entity in which Mr. and Mrs. Benton now owns or at any time in the past owned a controlling interest together or separately; 6) any duties or obligations arising out of any other agreement between any Insynq Released Parties and any of the Benton Releasing Parties; 7) Mr. Benton's claim that he executed a waiver of his rights relating to the Stock Split under duress and that he is therefore entitled to any additional shares, damages or other compensation from any of the Insynq Released Parties as a result of his allegedly executing such waiver under duress; 8) any claim for attorneys' fees incurred by Mr. or Mrs. Benton relative to any claim released herein; 9) any other act or omission which any of the Benton Releasing Parties now or in the future believe may have been committed by any of the Insynq Released Parties on or prior to the execution of this Agreement. 2. RELEASE OF MR. AND MRS. BENTON AND RELATED PARTIES. Subject to 3.A, 3.B, and 3.C. below, in exchange for good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Insynq I, Xcel and Insynq II ("the Insynq Releasing Parties") each hereby fully and finally release, acquit and forever discharge, to the fullest extent permitted by law, Mr. and Mrs. Benton ("the Benton Releasing Parties"), of and from any and all debts, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, causes of action, claims, actions, rights, demands, costs, expenses, obligations, liabilities, losses and damages in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, suspected or AGREEMENT - Page 5

unsuspected, accrued or unaccrued, known or unknown, liquidated or unliquidated, which may have arisen or accrued in whole or in prior to the execution of this Agreement. 3. UNAFFECTED RIGHTS. A. Notwithstanding anything to the contrary herein, the parties hereto understand and agree that this Agreement does not affect in any manner the rights, duties and obligations created by or arising out of (1) this Agreement (2) the Registration Rights Agreement between Interactive, Mr. Benton and Insynq II when executed by the parties thereto; (3) the Agreement between Mr. and Mrs. Benton and John Gorst dated September 19, 2000; (4) the written contract between My Partner Online, Inc. and Insynq II dated June 1, 2000; (5) the written contract between B&B and Insynq II dated September 1, 2000; or (6) the debt of $2,400 owed by Insynq I to B&B for services rendered to Insynq I relating to the preparation of its 1999 tax statement, which Insynq II hereby agrees to pay within ten days of the execution of this Agreement. B. Notwithstanding anything to the contrary herein, the parties hereto understand and agree that this Agreement does not affect in any manner any rights, claims or causes of action Carroll Benton may have, if any, against Insynq II as a result of her employment with Insynq I, Xcel or Insynq II, including without limitation claims related to compensation and stock options arising out of Mrs. Benton's employment with Insynq II. C. Notwithstanding anything to the contrary herein, the parties understand and agree that this Agreement does not affect in any manner any rights, claims or causes of action Insynq I, Xcel or Insynq II may have, if any, against Carroll Benton arising out of or as a result of her position at any time as an officer, director, employee, principal, promoter or affiliate of Insynq I, Xcel or Insynq II, including, but not limited to any rights, claims or causes of action arising out of Mrs. Benton's fiduciary duties to Insynq I, Xcel or Insynq II. AGREEMENT - Page 6 4. TRANSACTIONS BETWEEN THE PARTIES. Interactive, Insynq I, Xcel and Insynq II each agree that there have been in the past transactions involving goods and services between Interactive on the one hand and Insynq I, Xcel and Insynq II on the other hand for which the receiving party of such goods and services may not have paid for in full to the providing party. Each of

unsuspected, accrued or unaccrued, known or unknown, liquidated or unliquidated, which may have arisen or accrued in whole or in prior to the execution of this Agreement. 3. UNAFFECTED RIGHTS. A. Notwithstanding anything to the contrary herein, the parties hereto understand and agree that this Agreement does not affect in any manner the rights, duties and obligations created by or arising out of (1) this Agreement (2) the Registration Rights Agreement between Interactive, Mr. Benton and Insynq II when executed by the parties thereto; (3) the Agreement between Mr. and Mrs. Benton and John Gorst dated September 19, 2000; (4) the written contract between My Partner Online, Inc. and Insynq II dated June 1, 2000; (5) the written contract between B&B and Insynq II dated September 1, 2000; or (6) the debt of $2,400 owed by Insynq I to B&B for services rendered to Insynq I relating to the preparation of its 1999 tax statement, which Insynq II hereby agrees to pay within ten days of the execution of this Agreement. B. Notwithstanding anything to the contrary herein, the parties hereto understand and agree that this Agreement does not affect in any manner any rights, claims or causes of action Carroll Benton may have, if any, against Insynq II as a result of her employment with Insynq I, Xcel or Insynq II, including without limitation claims related to compensation and stock options arising out of Mrs. Benton's employment with Insynq II. C. Notwithstanding anything to the contrary herein, the parties understand and agree that this Agreement does not affect in any manner any rights, claims or causes of action Insynq I, Xcel or Insynq II may have, if any, against Carroll Benton arising out of or as a result of her position at any time as an officer, director, employee, principal, promoter or affiliate of Insynq I, Xcel or Insynq II, including, but not limited to any rights, claims or causes of action arising out of Mrs. Benton's fiduciary duties to Insynq I, Xcel or Insynq II. AGREEMENT - Page 6 4. TRANSACTIONS BETWEEN THE PARTIES. Interactive, Insynq I, Xcel and Insynq II each agree that there have been in the past transactions involving goods and services between Interactive on the one hand and Insynq I, Xcel and Insynq II on the other hand for which the receiving party of such goods and services may not have paid for in full to the providing party. Each of Interactive, Insynq I, Xcel, and Insynq II agree that the aggregate amount that may be owed between each of them for such transactions is not material. Interactive accordingly releases and discharges Insynq I, Xcel and Insynq II of and from any debt any of them may owe Interactive relating to any good or service provided by Interactive to any of them prior to the date of this Agreement. Insynq I, Xcel and Insynq II each also accordingly release and discharge Interactive of and from any debt it may owe any of them relating to any good or service provided by Insynq I, Xcel and Insynq II to Interactive prior to the date of this Agreement. 5. THE INSYNQ ASSETS. A. Interactive hereby represents and warrants to Insynq II that at the time of the sale and conveyance of the Insynq Assets on September 16, 1998 to Mr. Benton, there were no liens, claims or encumbrances by any person or entity in or to any of the Insynq Assets. Interactive further represents and warrants to Insynq II that the sale and conveyance of the Insynq Assets to Mr. Benton was free and clear of all liens, claims and encumbrances by any person or entity. B. Mr. Benton hereby represents and warrants to Insynq II that at the time of the sale and conveyance of the Insynq Assets on September 16, 1998 to Insynq I, there were no liens, claims or encumbrances by any person or entity in or to any of the Insynq Assets. Mr. Benton further represents and warrants to Insynq II that the sale and conveyance of the Insynq Assets to Mr. Benton was free and clear of all liens, claims and encumbrances by any person or entity. AGREEMENT - Page 7

C. Interactive, Mr. Benton and Mrs. Benton each agree to fully indemnify, save and hold harmless Insynq I, Xcel or Insynq II for any judgment or settlement that arises from any and all claims, demands, actions, causes of action

4. TRANSACTIONS BETWEEN THE PARTIES. Interactive, Insynq I, Xcel and Insynq II each agree that there have been in the past transactions involving goods and services between Interactive on the one hand and Insynq I, Xcel and Insynq II on the other hand for which the receiving party of such goods and services may not have paid for in full to the providing party. Each of Interactive, Insynq I, Xcel, and Insynq II agree that the aggregate amount that may be owed between each of them for such transactions is not material. Interactive accordingly releases and discharges Insynq I, Xcel and Insynq II of and from any debt any of them may owe Interactive relating to any good or service provided by Interactive to any of them prior to the date of this Agreement. Insynq I, Xcel and Insynq II each also accordingly release and discharge Interactive of and from any debt it may owe any of them relating to any good or service provided by Insynq I, Xcel and Insynq II to Interactive prior to the date of this Agreement. 5. THE INSYNQ ASSETS. A. Interactive hereby represents and warrants to Insynq II that at the time of the sale and conveyance of the Insynq Assets on September 16, 1998 to Mr. Benton, there were no liens, claims or encumbrances by any person or entity in or to any of the Insynq Assets. Interactive further represents and warrants to Insynq II that the sale and conveyance of the Insynq Assets to Mr. Benton was free and clear of all liens, claims and encumbrances by any person or entity. B. Mr. Benton hereby represents and warrants to Insynq II that at the time of the sale and conveyance of the Insynq Assets on September 16, 1998 to Insynq I, there were no liens, claims or encumbrances by any person or entity in or to any of the Insynq Assets. Mr. Benton further represents and warrants to Insynq II that the sale and conveyance of the Insynq Assets to Mr. Benton was free and clear of all liens, claims and encumbrances by any person or entity. AGREEMENT - Page 7

C. Interactive, Mr. Benton and Mrs. Benton each agree to fully indemnify, save and hold harmless Insynq I, Xcel or Insynq II for any judgment or settlement that arises from any and all claims, demands, actions, causes of action or suits by any person or organization alleging any lien, claim or encumbrance in or to any of the Insynq Assets, which lien, claim or encumbrance is alleged to have arisen, in whole or in part, for any reason prior to September 16, 1998, or which is alleged to have arisen, in whole or in part, since September 16, 1998 due to any act, omission, representation or warranty by Interactive and/or Mr. Benton and/or Mrs. Benton. Insynq II agrees to defend any such claim made or suit brought to the extent that legitimate defenses exist and any settlement is subject to the consent of Mr. and Mrs. Benton, which consent shall not be unreasonably withheld. 6. REGISTRATION OF SHARES. Interactive, Mr. Benton and Insynq II shall contemporaneous with the execution of this Agreement, enter into the Registration Rights Agreement in the form attached hereto as EXHIBIT I. Insynq II makes no representation or warranty to Mr. Benton, Interactive or any other party as to the market for its shares, the timing of the completion of the registration statement or the ability of any such party to sell their shares once registration is complete. 7. GOVERNING LAW. The parties hereto agree that the validity, effect, and construction of this Agreement shall be governed by the laws of the State of Washington, without regard to any conflict of laws provisions. 8. OWNERSHIP OF CLAIMS. Each of the parties hereto represents and warrants to each of the other parties that: (i) they have not assigned, transferred or abandoned any of the claims released herein, and (ii) they are the sole owners of the claims released herein. AGREEMENT - Page 8 9. AUTHORITY. Each of the corporate parties hereto represents and warrants that the person executing this Agreement on its behalf has its full authority and permission to do so. 10. CONSIDERATION. Each of the parties hereto acknowledge, warrant, and agree that each received adequate consideration for their execution of this Agreement.

C. Interactive, Mr. Benton and Mrs. Benton each agree to fully indemnify, save and hold harmless Insynq I, Xcel or Insynq II for any judgment or settlement that arises from any and all claims, demands, actions, causes of action or suits by any person or organization alleging any lien, claim or encumbrance in or to any of the Insynq Assets, which lien, claim or encumbrance is alleged to have arisen, in whole or in part, for any reason prior to September 16, 1998, or which is alleged to have arisen, in whole or in part, since September 16, 1998 due to any act, omission, representation or warranty by Interactive and/or Mr. Benton and/or Mrs. Benton. Insynq II agrees to defend any such claim made or suit brought to the extent that legitimate defenses exist and any settlement is subject to the consent of Mr. and Mrs. Benton, which consent shall not be unreasonably withheld. 6. REGISTRATION OF SHARES. Interactive, Mr. Benton and Insynq II shall contemporaneous with the execution of this Agreement, enter into the Registration Rights Agreement in the form attached hereto as EXHIBIT I. Insynq II makes no representation or warranty to Mr. Benton, Interactive or any other party as to the market for its shares, the timing of the completion of the registration statement or the ability of any such party to sell their shares once registration is complete. 7. GOVERNING LAW. The parties hereto agree that the validity, effect, and construction of this Agreement shall be governed by the laws of the State of Washington, without regard to any conflict of laws provisions. 8. OWNERSHIP OF CLAIMS. Each of the parties hereto represents and warrants to each of the other parties that: (i) they have not assigned, transferred or abandoned any of the claims released herein, and (ii) they are the sole owners of the claims released herein. AGREEMENT - Page 8 9. AUTHORITY. Each of the corporate parties hereto represents and warrants that the person executing this Agreement on its behalf has its full authority and permission to do so. 10. CONSIDERATION. Each of the parties hereto acknowledge, warrant, and agree that each received adequate consideration for their execution of this Agreement. 11. STRICT CONSTRUCTION. This Agreement shall not be strictly construed against any the parties hereto. 12. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. 13. TITLES. Headings and Sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the terms of this Agreement. 14. NO DURESS / REPRESENTATION BY COUNSEL. Each of the parties hereto represent and warrant that they have entered into this Agreement voluntarily and not by reasons of any fraud, duress, undue influence or mistake. Each of the parties hereto further represent and warrant that they have been represented by counsel of their own selection with respect to the negotiation of the terms of this Agreement. 15. FURTHER INSTRUMENTS. The parties hereto agree they will each execute such other and further instruments and documents as may become necessary to carry out the agreements set forth herein. 16. LEGAL CONSTRUCTION. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. AGREEMENT - Page 9 17. ACKNOWLEDGMENT. Each of the parties hereto acknowledge that each has read this Agreement and that each fully knows, understands, and appreciates this Agreement and executes this Agreement voluntarily and of their own free will and by executing this Agreement signifies their assent to and willingness to be bound by its terms.

9. AUTHORITY. Each of the corporate parties hereto represents and warrants that the person executing this Agreement on its behalf has its full authority and permission to do so. 10. CONSIDERATION. Each of the parties hereto acknowledge, warrant, and agree that each received adequate consideration for their execution of this Agreement. 11. STRICT CONSTRUCTION. This Agreement shall not be strictly construed against any the parties hereto. 12. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. 13. TITLES. Headings and Sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the terms of this Agreement. 14. NO DURESS / REPRESENTATION BY COUNSEL. Each of the parties hereto represent and warrant that they have entered into this Agreement voluntarily and not by reasons of any fraud, duress, undue influence or mistake. Each of the parties hereto further represent and warrant that they have been represented by counsel of their own selection with respect to the negotiation of the terms of this Agreement. 15. FURTHER INSTRUMENTS. The parties hereto agree they will each execute such other and further instruments and documents as may become necessary to carry out the agreements set forth herein. 16. LEGAL CONSTRUCTION. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. AGREEMENT - Page 9 17. ACKNOWLEDGMENT. Each of the parties hereto acknowledge that each has read this Agreement and that each fully knows, understands, and appreciates this Agreement and executes this Agreement voluntarily and of their own free will and by executing this Agreement signifies their assent to and willingness to be bound by its terms. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement on the date set forth below. AGREEMENT - Page 10

INSYNQ, INC. a Delaware Corporation
/s/ JOHN GORST --------------------------------By: John Gorst Its: Chief Executive Officer

STATE OF WASHINGTON (S) (S) COUNTY OF PIERCE (S)

17. ACKNOWLEDGMENT. Each of the parties hereto acknowledge that each has read this Agreement and that each fully knows, understands, and appreciates this Agreement and executes this Agreement voluntarily and of their own free will and by executing this Agreement signifies their assent to and willingness to be bound by its terms. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement on the date set forth below. AGREEMENT - Page 10

INSYNQ, INC. a Delaware Corporation
/s/ JOHN GORST --------------------------------By: John Gorst Its: Chief Executive Officer

STATE OF WASHINGTON (S) (S) COUNTY OF PIERCE (S)

INSYNQ, INC. a Delaware Corporation
/s/ JOHN GORST --------------------------------By: John Gorst Its: Chief Executive Officer

STATE OF WASHINGTON (S) (S) COUNTY OF PIERCE (S) Before me, the undersigned authority, on this day personally appeared John Gorst, known to me to be the Chief Executive Officer of Insynq, Inc., a Delaware corporation, and known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same on behalf of Insynq, Inc., a Delaware corporation, for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.
/s/ SUSAN J. HUDSON --------------------------------Notary Public State of Washington Susan J. Hudson --------------------------------Printed Name of Notary Public My commission expires: 1-14-2002 ---------

AGREEMENT - Page 11

By: /s/ CHARLES F. BENTON ----------------------------CHARLES BENTON

STATE OF WASHINGTON COUNTY OF PIERCE

(S) (S) (S)

Before me, the undersigned authority, on this day personally appeared Charles Benton, known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.
/s/ SUSAN J. HUDSON --------------------------------Notary Public State of Washington Susan J. Hudson --------------------------------Printed Name of Notary Public My commission expires: 1-14-2002

By: /s/ CHARLES F. BENTON ----------------------------CHARLES BENTON

STATE OF WASHINGTON COUNTY OF PIERCE

(S) (S) (S)

Before me, the undersigned authority, on this day personally appeared Charles Benton, known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.
/s/ SUSAN J. HUDSON --------------------------------Notary Public State of Washington Susan J. Hudson --------------------------------Printed Name of Notary Public My commission expires: 1-14-2002 ---------

AGREEMENT - Page 12

By: /s/ E. CARROLL BENTON ----------------------------CARROLL BENTON

STATE OF WASHINGTON COUNTY OF PIERCE

(S) (S) (S)

Before me, the undersigned authority, on this day personally appeared Carroll Benton, known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.
/s/ SUSAN J. HUDSON --------------------------------Notary Public State of Washington Susan J. Hudson --------------------------------Printed Name of Notary Public My commission expires: 1-14-2002 ---------

AGREEMENT - Page 13

By: /s/ E. CARROLL BENTON ----------------------------CARROLL BENTON

STATE OF WASHINGTON COUNTY OF PIERCE

(S) (S) (S)

Before me, the undersigned authority, on this day personally appeared Carroll Benton, known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.
/s/ SUSAN J. HUDSON --------------------------------Notary Public State of Washington Susan J. Hudson --------------------------------Printed Name of Notary Public My commission expires: 1-14-2002 ---------

AGREEMENT - Page 13

INTERACTIVE INFORMATION SYSTEMS CORPORATION
/s/ E. CARROLL BENTON --------------------------------By: Carroll Benton Its: President

STATE OF WASHINGTON COUNTY OF PIERCE

(S) (S) (S)

Before me, the undersigned authority, on this day personally appeared Carroll Benton, known to me to be the President of Interactive Information Systems Corporation, and known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same on behalf of Interactive Information Systems Corporation, for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.
/s/ SUSAN J. HUDSON --------------------------------Notary Public State of Washington Susan J. Hudson --------------------------------Printed Name of Notary Public My commission expires: 1-14-2002

INTERACTIVE INFORMATION SYSTEMS CORPORATION
/s/ E. CARROLL BENTON --------------------------------By: Carroll Benton Its: President

STATE OF WASHINGTON COUNTY OF PIERCE

(S) (S) (S)

Before me, the undersigned authority, on this day personally appeared Carroll Benton, known to me to be the President of Interactive Information Systems Corporation, and known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same on behalf of Interactive Information Systems Corporation, for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.
/s/ SUSAN J. HUDSON --------------------------------Notary Public State of Washington Susan J. Hudson --------------------------------Printed Name of Notary Public My commission expires: 1-14-2002 ---------

AGREEMENT - Page 14

BENTON, BENTON & COMPANY
/s/ CHARLES BENTON --------------------------------By: Charles Benton Its: Partner

STATE OF WASHINGTON COUNTY OF PIERCE

(S) (S) (S)

Before me, the undersigned authority, on this day personally appeared Charles Benton, known to me to be the Partner of Benton, Benton & Company, and known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same on behalf of Benton, Benton & Company, for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.
/s/ SUSAN J. HUDSON

BENTON, BENTON & COMPANY
/s/ CHARLES BENTON --------------------------------By: Charles Benton Its: Partner

STATE OF WASHINGTON COUNTY OF PIERCE

(S) (S) (S)

Before me, the undersigned authority, on this day personally appeared Charles Benton, known to me to be the Partner of Benton, Benton & Company, and known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same on behalf of Benton, Benton & Company, for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.
/s/ SUSAN J. HUDSON --------------------------------Notary Public State of Washington Susan J. Hudson --------------------------------Printed Name of Notary Public My commission expires: 1-14-2002 ---------

AGREEMENT - Page 15

EXHIBIT 10.42 AGREEMENT --------STATE OF WASHINGTON COUNTY OF PIERCE (S) (S) (S)

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, on September 16, 1998, Charles Benton sold 2,750,000 shares of common stock in Insynq, Inc., a Washington corporation ("Insynq I") (the "Gorst Shares") to John P. Gorst ("Gorst") in exchange for that certain Stock Purchase Promissory Note in the original principal amount of $65,000, which note was made due and payable on September 15, 2003 (the "Gorst Note"); and WHEREAS, the Gorst Note was secured by the Gorst Shares as evidenced by that certain Pledge of Shares agreement and that certain Assignment Separate from Certificate, both of which were executed by Gorst on September 16, 1998 (collectively, the "Gorst Pledge"); and WHEREAS, on February 18, 2000, Insynq I sold substantially all of its assets to Xcel Management, Inc. ("Xcel"), a public company (the "Xcel Transaction"); and WHEREAS, on August 3, 2000, Xcel merged into its wholly owned subsidiary, Insynq, Inc., a Delaware corporation (the "Subsidiary Merger"), leaving Insynq, Inc., a Delaware corporation as the sole surviving entity ("Insynq II").

EXHIBIT 10.42 AGREEMENT --------STATE OF WASHINGTON COUNTY OF PIERCE (S) (S) (S)

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, on September 16, 1998, Charles Benton sold 2,750,000 shares of common stock in Insynq, Inc., a Washington corporation ("Insynq I") (the "Gorst Shares") to John P. Gorst ("Gorst") in exchange for that certain Stock Purchase Promissory Note in the original principal amount of $65,000, which note was made due and payable on September 15, 2003 (the "Gorst Note"); and WHEREAS, the Gorst Note was secured by the Gorst Shares as evidenced by that certain Pledge of Shares agreement and that certain Assignment Separate from Certificate, both of which were executed by Gorst on September 16, 1998 (collectively, the "Gorst Pledge"); and WHEREAS, on February 18, 2000, Insynq I sold substantially all of its assets to Xcel Management, Inc. ("Xcel"), a public company (the "Xcel Transaction"); and WHEREAS, on August 3, 2000, Xcel merged into its wholly owned subsidiary, Insynq, Inc., a Delaware corporation (the "Subsidiary Merger"), leaving Insynq, Inc., a Delaware corporation as the sole surviving entity ("Insynq II"). WHEREAS, prior to the Xcel Transaction, Mr. Benton agreed to accept and did accept 65,000 shares of Insynq I common stock from Mr. Gorst (the "Gorst Release Shares") as payment in full satisfaction of the Gorst Note; and WHEREAS, 65,000 shares of Insynq II representing the Gorst Release Shares have been issued to Mr. Benton; and AGREEMENT - Page 1

WHEREAS, Mr. Benton has agreed as a result of the payment of the Gorst Note to return to Gorst the originals of the Gorst Note, the Gorst Pledge, and the certificate representing the Gorst Shares; and WHEREAS, a suit has been filed by Kathleen McHenry against Gorst, Carroll Benton, Insynq I and Insynq II (the "McHenry Suit") relating to shares of stock in Insynq I previously owned by Patrick McHenry and now owned by Gorst (the "McHenry Shares"); WHEREAS, Mr. and Mrs. Benton have agreed to accept an additional 150,000 shares of Insynq II shares from John Gorst (the "Gorst Additional Release Shares") as consideration for giving Gorst a general release of any and all alleged rights, claims, causes of action, duties and obligations arising in whole or in part prior to the execution of this agreement, including, but not limited to a release of any claim to any portion of the McHenry Shares either may allege to have, the release of all obligations and duties owned to Mr. or Mrs. Benton from Gorst relating to or arising out of the McHenry Suit, as well as additional consideration for the agreements between Interactive Information Systems Corporation, Mr. and Mrs. Benton and Insynq II as reflected in separate Agreements executed by and between Interactive, Mr. and Mrs. Benton and Insynq on September 22, 2000. NOW THEREFORE, Mr. Benton, Mrs. Benton, and Gorst state as follows: 1. TRANSFER OF GORST SHARES Gorst shall within five business days of the execution of this Agreement, transfer to Mr. Benton and Mr. Benton shall at that time accept 150,000 shares of Insynq II representing the Gorst Additional Release Shares. Gorst's timely tender of the Gorst Additional Release Shares shall be sufficient to invoke the releases contained herein regardless of the actual timing of the acceptance of such shares by Mr. Benton. Mr. Benton acknowledges that

WHEREAS, Mr. Benton has agreed as a result of the payment of the Gorst Note to return to Gorst the originals of the Gorst Note, the Gorst Pledge, and the certificate representing the Gorst Shares; and WHEREAS, a suit has been filed by Kathleen McHenry against Gorst, Carroll Benton, Insynq I and Insynq II (the "McHenry Suit") relating to shares of stock in Insynq I previously owned by Patrick McHenry and now owned by Gorst (the "McHenry Shares"); WHEREAS, Mr. and Mrs. Benton have agreed to accept an additional 150,000 shares of Insynq II shares from John Gorst (the "Gorst Additional Release Shares") as consideration for giving Gorst a general release of any and all alleged rights, claims, causes of action, duties and obligations arising in whole or in part prior to the execution of this agreement, including, but not limited to a release of any claim to any portion of the McHenry Shares either may allege to have, the release of all obligations and duties owned to Mr. or Mrs. Benton from Gorst relating to or arising out of the McHenry Suit, as well as additional consideration for the agreements between Interactive Information Systems Corporation, Mr. and Mrs. Benton and Insynq II as reflected in separate Agreements executed by and between Interactive, Mr. and Mrs. Benton and Insynq on September 22, 2000. NOW THEREFORE, Mr. Benton, Mrs. Benton, and Gorst state as follows: 1. TRANSFER OF GORST SHARES Gorst shall within five business days of the execution of this Agreement, transfer to Mr. Benton and Mr. Benton shall at that time accept 150,000 shares of Insynq II representing the Gorst Additional Release Shares. Gorst's timely tender of the Gorst Additional Release Shares shall be sufficient to invoke the releases contained herein regardless of the actual timing of the acceptance of such shares by Mr. Benton. Mr. Benton acknowledges that he has previously AGREEMENT - Page 2

received from Gorst 65,000 shares of Insynq II representing the Gorst Release Shares. Mr. Benton acknowledges and agrees that he is taking all such shares (the Gorst Release Shares and the Gorst Additional Release Shares), without a view to distribution, that such shares are "restricted securities" which may not be resold without registration or an exemption from the restrictions, and that his shares will contain a legend referring to such restrictions. 2. RELEASE OF GORST. A. In exchange for the prior transfer of the Gorst Release Shares to Mr. Benton and upon the tendering of the Gorst Additional Release Shares to Mr. Benton, of which Mr. Benton will not withhold receipt, Mr. and Mrs. Benton and each of their affiliates or entities owned or controlled by either hereby fully and finally release, acquit and forever discharge, to the fullest extent permitted by applicable law, Gorst and his representatives, successors and assigns of and from any and all rights, claims, causes of action, duties and obligations which may have arisen or accrued in whole or in part prior to the execution of this Agreement, including, but not limited to those rights, claims, causes of action, duties or obligations relating to or arising out of (1) the Gorst Note, including, but not limited to any claim for further payment, the Gorst Note having now been paid in full; (2) the McHenry Shares, including, but not limited to any claim Mr. or Mrs. Benton may allege to have directly or indirectly to any portion of the McHenry Shares; (3) any claim Mr. or Mrs. Benton may alleged to have in or to any other shares now or previously owned or held in any capacity by Gorst or any obligation by Gorst to issue or transfer any additional shares of Insynq II to either of them for any reason, other than the obligation by Gorst to transfer 150,000 shares to Mr. Benton as specifically set forth specifically in 1. above; (4) Mr. Benton's claim that he executed a waiver of his rights relating to a forward stock split of Insynq I's shares in or about January, 2000 (in a ratio of approximately 1.4 to 1) under duress and that AGREEMENT - Page 3

he is therefore entitled to any additional shares, damages or other compensation from Gorst as a result of his allegedly executing such waiver under duress; or

received from Gorst 65,000 shares of Insynq II representing the Gorst Release Shares. Mr. Benton acknowledges and agrees that he is taking all such shares (the Gorst Release Shares and the Gorst Additional Release Shares), without a view to distribution, that such shares are "restricted securities" which may not be resold without registration or an exemption from the restrictions, and that his shares will contain a legend referring to such restrictions. 2. RELEASE OF GORST. A. In exchange for the prior transfer of the Gorst Release Shares to Mr. Benton and upon the tendering of the Gorst Additional Release Shares to Mr. Benton, of which Mr. Benton will not withhold receipt, Mr. and Mrs. Benton and each of their affiliates or entities owned or controlled by either hereby fully and finally release, acquit and forever discharge, to the fullest extent permitted by applicable law, Gorst and his representatives, successors and assigns of and from any and all rights, claims, causes of action, duties and obligations which may have arisen or accrued in whole or in part prior to the execution of this Agreement, including, but not limited to those rights, claims, causes of action, duties or obligations relating to or arising out of (1) the Gorst Note, including, but not limited to any claim for further payment, the Gorst Note having now been paid in full; (2) the McHenry Shares, including, but not limited to any claim Mr. or Mrs. Benton may allege to have directly or indirectly to any portion of the McHenry Shares; (3) any claim Mr. or Mrs. Benton may alleged to have in or to any other shares now or previously owned or held in any capacity by Gorst or any obligation by Gorst to issue or transfer any additional shares of Insynq II to either of them for any reason, other than the obligation by Gorst to transfer 150,000 shares to Mr. Benton as specifically set forth specifically in 1. above; (4) Mr. Benton's claim that he executed a waiver of his rights relating to a forward stock split of Insynq I's shares in or about January, 2000 (in a ratio of approximately 1.4 to 1) under duress and that AGREEMENT - Page 3

he is therefore entitled to any additional shares, damages or other compensation from Gorst as a result of his allegedly executing such waiver under duress; or (5) any claim for attorneys' fees incurred by Mr. or Mrs. Benton relative to any claim released herein. Furthermore, upon Gorst's and Insynq's settlement of the McHenry lawsuit, and such settlement includes a release of any and all claims by McHenry against Mrs. Benton, then Mr. and Mrs. Benton agree to fully and finally release, acquit and forever discharge, to the fullest extent permitted by applicable law, Gorst and his representatives, successors and assigns of and from any and all rights, claims, causes of action, duties and obligations relating to or arising out of the McHenry Suit, including, but not limited to any duty to defend or indemnify Mr. or Mrs. Benton or to reimburse Mr. or Mrs. McHenry for any costs, expenses or attorneys' fees incurred by either of them in the McHenry Suit. B. Mr. Benton shall return to Gorst, within five (5) business days of the execution of this Agreement, the original Gorst Note, prominently marked as "Paid In Full," and will otherwise return or destroy all copies of the Gorst Note in his possession, custody or control. Mr. Benton shall also return to Gorst, within five (5) business days of the execution of this Agreement, the original Gorst Pledge and the original certificate of Insynq I representing the Gorst Shares and shall otherwise return or destroy all copies of the Gorst Pledge and the certificate representing the Gorst Shares. 3. GOVERNING LAW. The parties hereto agree that the validity, effect, and construction of this Agreement shall be governed by the laws of the State of Washington, without regard to any conflict of laws provisions. AGREEMENT - Page 4 4. OWNERSHIP OF CLAIMS. Each of the parties hereto represents and warrants to each of the other parties that: (i) they have not assigned, transferred or abandoned any of the claims released herein, and (ii) they are the sole owners of the claims released herein. 5. CONSIDERATION. Each of the parties hereto acknowledge, warrant, and agree that each have received adequate consideration for their execution of this Agreement. 6. STRICT CONSTRUCTION. This Agreement shall not be strictly construed against any the parties hereto.

he is therefore entitled to any additional shares, damages or other compensation from Gorst as a result of his allegedly executing such waiver under duress; or (5) any claim for attorneys' fees incurred by Mr. or Mrs. Benton relative to any claim released herein. Furthermore, upon Gorst's and Insynq's settlement of the McHenry lawsuit, and such settlement includes a release of any and all claims by McHenry against Mrs. Benton, then Mr. and Mrs. Benton agree to fully and finally release, acquit and forever discharge, to the fullest extent permitted by applicable law, Gorst and his representatives, successors and assigns of and from any and all rights, claims, causes of action, duties and obligations relating to or arising out of the McHenry Suit, including, but not limited to any duty to defend or indemnify Mr. or Mrs. Benton or to reimburse Mr. or Mrs. McHenry for any costs, expenses or attorneys' fees incurred by either of them in the McHenry Suit. B. Mr. Benton shall return to Gorst, within five (5) business days of the execution of this Agreement, the original Gorst Note, prominently marked as "Paid In Full," and will otherwise return or destroy all copies of the Gorst Note in his possession, custody or control. Mr. Benton shall also return to Gorst, within five (5) business days of the execution of this Agreement, the original Gorst Pledge and the original certificate of Insynq I representing the Gorst Shares and shall otherwise return or destroy all copies of the Gorst Pledge and the certificate representing the Gorst Shares. 3. GOVERNING LAW. The parties hereto agree that the validity, effect, and construction of this Agreement shall be governed by the laws of the State of Washington, without regard to any conflict of laws provisions. AGREEMENT - Page 4 4. OWNERSHIP OF CLAIMS. Each of the parties hereto represents and warrants to each of the other parties that: (i) they have not assigned, transferred or abandoned any of the claims released herein, and (ii) they are the sole owners of the claims released herein. 5. CONSIDERATION. Each of the parties hereto acknowledge, warrant, and agree that each have received adequate consideration for their execution of this Agreement. 6. STRICT CONSTRUCTION. This Agreement shall not be strictly construed against any the parties hereto. 7. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. 8. TITLES. Headings and Sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the terms of this Agreement. 9. NO DURESS / REPRESENTATION BY COUNSEL. Each of the parties hereto represent and warrant that they have entered into this Agreement voluntarily and not by reasons of any fraud, duress, undue influence or mistake. Each of the parties hereto further represent and warrant that they have been represented by counsel of their own selection with respect to the negotiation of the terms of this Agreement. 10. FURTHER INSTRUMENTS. The parties hereto agree they will each execute such other and further instruments and documents as may become necessary to carry out the agreements set forth herein. 11. LEGAL CONSTRUCTION. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this AGREEMENT - Page 5

Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 12. ACKNOWLEDGMENT. Each of the parties hereto acknowledge that each has read this Agreement and that each fully knows, understands, and appreciates this Agreement and executes this Agreement voluntarily and

4. OWNERSHIP OF CLAIMS. Each of the parties hereto represents and warrants to each of the other parties that: (i) they have not assigned, transferred or abandoned any of the claims released herein, and (ii) they are the sole owners of the claims released herein. 5. CONSIDERATION. Each of the parties hereto acknowledge, warrant, and agree that each have received adequate consideration for their execution of this Agreement. 6. STRICT CONSTRUCTION. This Agreement shall not be strictly construed against any the parties hereto. 7. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. 8. TITLES. Headings and Sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the terms of this Agreement. 9. NO DURESS / REPRESENTATION BY COUNSEL. Each of the parties hereto represent and warrant that they have entered into this Agreement voluntarily and not by reasons of any fraud, duress, undue influence or mistake. Each of the parties hereto further represent and warrant that they have been represented by counsel of their own selection with respect to the negotiation of the terms of this Agreement. 10. FURTHER INSTRUMENTS. The parties hereto agree they will each execute such other and further instruments and documents as may become necessary to carry out the agreements set forth herein. 11. LEGAL CONSTRUCTION. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this AGREEMENT - Page 5

Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 12. ACKNOWLEDGMENT. Each of the parties hereto acknowledge that each has read this Agreement and that each fully knows, understands, and appreciates this Agreement and executes this Agreement voluntarily and of their own free will and by executing this Agreement signifies their assent to and willingness to be bound by its terms. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement on the date set forth below.
By: /s/ Charles F. Benton --------------------------------CHARLES BENTON

STATE OF WASHINGTON (S) (S) COUNTY OF PIERCE (S) Before me, the undersigned authority, on this day personally appeared Charles Benton, known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000.

Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 12. ACKNOWLEDGMENT. Each of the parties hereto acknowledge that each has read this Agreement and that each fully knows, understands, and appreciates this Agreement and executes this Agreement voluntarily and of their own free will and by executing this Agreement signifies their assent to and willingness to be bound by its terms. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement on the date set forth below.
By: /s/ Charles F. Benton --------------------------------CHARLES BENTON

STATE OF WASHINGTON (S) (S) COUNTY OF PIERCE (S) Before me, the undersigned authority, on this day personally appeared Charles Benton, known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000. Susan J. Hudson Notary Public State of Washington Susan J. Hudson Printed Name of Notary Public My commission expires: 1-14-2002 AGREEMENT - Page 6
By: /s/ Carroll Benton -------------------CARROLL BENTON

STATE OF WASHINGTON (S) (S) COUNTY OF PIERCE (S) Before me, the undersigned authority, on this day personally appeared Carroll Benton, known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000. Susan J. Hudson Notary Public State of Washington

By: /s/ Carroll Benton -------------------CARROLL BENTON

STATE OF WASHINGTON (S) (S) COUNTY OF PIERCE (S) Before me, the undersigned authority, on this day personally appeared Carroll Benton, known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000. Susan J. Hudson Notary Public State of Washington SUSAN J. HUDSON Printed Name of Notary Public My commission expires: 1-14-2002
/s/ John P. Gorst By:-----------------------------JOHN P. GORST

STATE OF WASHINGTON (S) (S) COUNTY OF PIERCE (S) Before me, the undersigned authority, on this day personally appeared John P. Gorst, known to me to be the individual whose name is subscribed to the foregoing instrument through a current identification card issued by the federal government or any state government that contains the photograph and signature of the acknowledging person, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 22nd day of September, 2000. Susan J. Hudson Notary Public State of Washington SUSAN J. HUDSON Printed Name of Notary Public My Commission Expires: 1-14-2002 AGREEMENT - Page 7

EXHIBIT 10.43

EXHIBIT 10.43 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of September 18, 2000 ("Effective Date") between INSYNQ, INC, a Delaware corporation with its principal offices located at 1101 Broadway Plaza, Tacoma, Washington 98402 (the "Company"), and Stephen C. Smith, a resident of Carlsbad, California (the "Employee"). In consideration of the promises and the terms and conditions set forth in this Agreement, the parties agree as follows: 1. Position. During the term of this Agreement, the Company will employ the Employee, and the Employee will serve the Company in the capacity of Chief Financial Officer. The Employee will report directly to John P. Gorst, the Company's Chief Executive Officer and Chairman. 2. Duties. The Employee will perform duties described in Exhibit "A," attached to this Agreement and incorporated by this reference, together with such additional reasonably related duties assigned by the Chief Executive Officer or Board of Directors, none of which may include relocation from his current residence in San Diego County, California. 3. Exclusive Service. Except with respect to the matters specified below, Employee will devote substantially all his working time and efforts to the business and affairs of the Company. The foregoing shall not, however, preclude the Employee: (a) from engaging in appropriate civic, charitable or religious activities; (b) from serving on the boards of directors of other entities, with the consent of the Company, which consent shall not be unreasonably withheld; (c) from providing incidental assistance to family members on matters of family business, so long as the foregoing activities and service do not conflict with the Employee's responsibilities to the Company; (d) complete, manage and supervise Employee's personal business affairs including, but not limited to, two real estate projects/syndications common known as the "Tennessee land development" and the "Riverside airport hangar project". (e) complete open and pending matters with Employee's former employer, Tradeway Securities Group, Inc. ("Tradeway") including, but not limited to, KMS Energy, Inc.; and, (f) consulting to Alternative Logistic Technologies, Inc., an entity in which Employee has a significant equity position and financial interest. Company further acknowledges that Employee is a "licensed person" with the NASD and that Employee's U-4 is currently lodged with Tradeway where it will remain unless changed by Employee. Company agrees to allow Employee to keep his securities licenses active with Tradeway or another NASD member broker-dealer during the term hereof. 1

EXHIBIT 10.47 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of September 18, 2000 ("Effective Date") between INSYNQ, INC, a Delaware corporation with its principal offices located at 1101 Broadway Plaza, Tacoma, Washington 98402 (the "Company"), and Stephen C. Smith, a resident of Carlsbad, California (the "Employee"). In consideration of the promises and the terms and conditions set forth in this Agreement, the parties agree as follows: 1. Position. During the term of this Agreement, the Company will employ the Employee, and the Employee will serve the Company in the capacity of Chief Financial Officer. The Employee will report directly to John P. Gorst, the Company's Chief Executive Officer and Chairman.

EXHIBIT 10.47 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of September 18, 2000 ("Effective Date") between INSYNQ, INC, a Delaware corporation with its principal offices located at 1101 Broadway Plaza, Tacoma, Washington 98402 (the "Company"), and Stephen C. Smith, a resident of Carlsbad, California (the "Employee"). In consideration of the promises and the terms and conditions set forth in this Agreement, the parties agree as follows: 1. Position. During the term of this Agreement, the Company will employ the Employee, and the Employee will serve the Company in the capacity of Chief Financial Officer. The Employee will report directly to John P. Gorst, the Company's Chief Executive Officer and Chairman. 2. Duties. The Employee will perform duties described in Exhibit "A," attached to this Agreement and incorporated by this reference, together with such additional reasonably related duties assigned by the Chief Executive Officer or Board of Directors, none of which may include relocation from his current residence in San Diego County, California. 3. Exclusive Service. Except with respect to the matters specified below, Employee will devote substantially all his working time and efforts to the business and affairs of the Company. The foregoing shall not, however, preclude the Employee: (a) from engaging in appropriate civic, charitable or religious activities; (b) from serving on the boards of directors of other entities, with the consent of the Company, which consent shall not be unreasonably withheld; (c) from providing incidental assistance to family members on matters of family business, so long as the foregoing activities and service do not conflict with the Employee's responsibilities to the Company; (d) complete, manage and supervise Employee's personal business affairs including, but not limited to, two real estate projects/syndications common known as the "Tennessee land development" and the "Riverside airport hangar project". (e) complete open and pending matters with Employee's former employer, Tradeway Securities Group, Inc. ("Tradeway") including, but not limited to, KMS Energy, Inc.; and, (f) consulting to Alternative Logistic Technologies, Inc., an entity in which Employee has a significant equity position and financial interest. Company further acknowledges that Employee is a "licensed person" with the NASD and that Employee's U-4 is currently lodged with Tradeway where it will remain unless changed by Employee. Company agrees to allow Employee to keep his securities licenses active with Tradeway or another NASD member broker-dealer during the term hereof. 1 4. Term of Agreement. 4.1 Initial Term. The Company agrees to continue the Employee's employment, and the Employee agrees to remain in the employ of the Company, pursuant to the terms of this Agreement for a period of Fifteen Weeks (15) after the Effective Date, unless the Employee's employment is earlier terminated pursuant to the provisions of this Agreement. 4.2 Renewal. The term of this Agreement shall be extended automatically, without further action of either party, as of fifteen weeks (15) after the Effective Date and on each succeeding Friday, for terms of one (1) year. Any such renewal shall be upon such terms and conditions set forth in this Agreement, unless otherwise agreed between the Company and the Employee. The notice of non-renewal by either party shall in no way constitute a breach of this Agreement. 5. Compensation and Benefits. 5.1 Base Salary. The Employee's initial base weekly salary will be no less than ONE HUNDRED DOLLARS ($100.00) per week for the first fifteen weeks of his employment with the Company plus a signing bonus in

4. Term of Agreement. 4.1 Initial Term. The Company agrees to continue the Employee's employment, and the Employee agrees to remain in the employ of the Company, pursuant to the terms of this Agreement for a period of Fifteen Weeks (15) after the Effective Date, unless the Employee's employment is earlier terminated pursuant to the provisions of this Agreement. 4.2 Renewal. The term of this Agreement shall be extended automatically, without further action of either party, as of fifteen weeks (15) after the Effective Date and on each succeeding Friday, for terms of one (1) year. Any such renewal shall be upon such terms and conditions set forth in this Agreement, unless otherwise agreed between the Company and the Employee. The notice of non-renewal by either party shall in no way constitute a breach of this Agreement. 5. Compensation and Benefits. 5.1 Base Salary. The Employee's initial base weekly salary will be no less than ONE HUNDRED DOLLARS ($100.00) per week for the first fifteen weeks of his employment with the Company plus a signing bonus in consideration of Employee's agreement to accept employment with the Company in the form of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) signing bonus and an Incentive Stock Option for 60,000 shares of the Company's Common Stock at an exercise price of THIRTY CENTS (.30) PER SHARE as of the effective date of this Agreement and deemed to be earned at FIVE THOUSAND SHARES PER week and subject to the terms and conditions of the 2000 Long Term Incentive Plan. The Employee's base salary will be reviewed by the Chief Executive Officer and/or Board of Directors at least quarterly. Employee's salary will be payable as earned in accordance with the Company's customary payroll practice. 5.2 Additional Benefits. The Employee will be eligible to participate in the Company's employee benefit plans of general application, including without limitation pension and profit-sharing plans, stock option, incentive or other bonus plans, life, disability, accident and other programs as they become available, paid vacations and sabbatical leave plans, and similar plans or programs, in accordance with the rules established for individual participation in any such plan. The Employee will also be entitled to reasonable holidays and illness days with full pay in accordance with the Company's policy from time to time in effect. The Employee will be entitled to the same benefits extended to members of the senior management staff of the Company, including but not limited to vacation accrual. 5.3 Expenses. The Company will reimburse (monthly) the Employee for all reasonable and necessary expenses incurred by the Employee in connection with the Company's business, including cell phone, entertainment, airfare, automobile, hotel and miscellaneous expenses incurred by Employee, including travel to the Company's offices in Tacoma, Washington. 2 6. Termination. 6.1 Events of Termination. The Employee's employment with the Company shall terminate upon any one of the following: (a) Five (5) days after the date of a written notice sent to the Employee stating the Company's determination made in good faith that it is terminating the Employee for "Cause" as defined under Section 6.2 below ("Termination for Cause"); or (b) Five (5) days after the date of a written notice sent to the Employee stating the Company's determination made in good faith that, due to a mental or physical incapacity, the Employee has been unable to perform his duties under this Agreement for a period of not less than five (5) consecutive months ("Termination for Disability"); or (c) Upon the Employee's death ("Termination Upon Death"); or (d) Upon the date of a written notice sent to the Company stating the Employee's determination made in good faith of "Constructive Termination" by the Company, as defined under Section 6.3 below ("Constructive

6. Termination. 6.1 Events of Termination. The Employee's employment with the Company shall terminate upon any one of the following: (a) Five (5) days after the date of a written notice sent to the Employee stating the Company's determination made in good faith that it is terminating the Employee for "Cause" as defined under Section 6.2 below ("Termination for Cause"); or (b) Five (5) days after the date of a written notice sent to the Employee stating the Company's determination made in good faith that, due to a mental or physical incapacity, the Employee has been unable to perform his duties under this Agreement for a period of not less than five (5) consecutive months ("Termination for Disability"); or (c) Upon the Employee's death ("Termination Upon Death"); or (d) Upon the date of a written notice sent to the Company stating the Employee's determination made in good faith of "Constructive Termination" by the Company, as defined under Section 6.3 below ("Constructive Termination"); or (e) Five (5) days after the date of a notice sent to the Employee stating that the Company is terminating his employment, without Cause, which notice can only be given by the Company at any time after the Effective Date at the Company's sole discretion, for any reason or for no reason ("Termination Without Cause"); or (f) The date of a notice sent to the Company from the Employee stating that the Employee is electing to terminate his employment with the Company ("Voluntary Termination"). 6.2 "Cause" Defined. For purposes of this Agreement, "Cause" for the Employee's termination will exist at any time after the occurrence of one or more of the following events: (a) Any willful act or acts of dishonesty undertaken by the Employee intended to result in substantial gain or personal enrichment of the Employee at the expense of the Company; or (b) Any willful act of gross misconduct which is materially and demonstrably injurious to the Company. No act, or failure to act, by the Employee shall be considered "willful" if done, or omitted to be done, by him in good faith and in the reasonable belief that his act or omission was in the best interest of the Company and/or required by applicable law. 6.3 "Constructive Termination" Defined. "Constructive Termination" shall mean: 3

(a) A material reduction in the Employee's salary or benefits not agreed to by the Employee; (b) A material change in the Employee's responsibilities not agreed to by the Employee; (c) The Company's breach or failure to comply in any material respect with any material term of this Agreement after five (5) days written notice of the Employee's claim of such failure; (d) A requirement that the Employee relocate to an office that would increase the Employee's one-way commute distance by more than thirty (30) miles from his home in Carlsbad, California; or (e) The failure of the Company to obtain the unconditional assumption of the Company's obligations to Employee under this Agreement by any successor entity or acquirer in any sale, reorganization or merger transaction. 6.4 "Termination Without Cause" shall mean: (a) Termination of the Employee's employment with the Company for any reason other than Cause; or

(a) A material reduction in the Employee's salary or benefits not agreed to by the Employee; (b) A material change in the Employee's responsibilities not agreed to by the Employee; (c) The Company's breach or failure to comply in any material respect with any material term of this Agreement after five (5) days written notice of the Employee's claim of such failure; (d) A requirement that the Employee relocate to an office that would increase the Employee's one-way commute distance by more than thirty (30) miles from his home in Carlsbad, California; or (e) The failure of the Company to obtain the unconditional assumption of the Company's obligations to Employee under this Agreement by any successor entity or acquirer in any sale, reorganization or merger transaction. 6.4 "Termination Without Cause" shall mean: (a) Termination of the Employee's employment with the Company for any reason other than Cause; or (b) Termination of the Employee's employment with the Company for any reason following a Change in Control. "Change in Control" shall mean the occurrence of any of the following events: (i) a merger or consolidation involving the Company in which the shareholders of the Company immediately prior to such merger or consolidation own less that fifty percent (50%) of the voting power of the surviving corporation; (ii) the sale of all, or substantially all, of the assets of the Company; (iii) any "person" or "group" (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becoming the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing more than fifty percent (50%) of the voting power of the Company then outstanding; or (iv) less than a majority of the Board of Directors are persons who were either nominated for election by the Board of Directors or were elected by the Board of Directors. 7. Effect of Termination. 7.1 Termination for Cause or Voluntary Termination. In the event of any termination of the Employee's employment pursuant to Section 6.1(a) or Section 6.1(f), the Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination. The Employee's rights under the Company's benefit plans of general application shall be determined under the provisions of those plans. 4 7.2 Termination for Disability. In the event of termination of employment pursuant to Section 6.1(b): (a) The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination; (b) For five (5) days after the termination of the Employee's employment, the Company shall pay the Employee: (i) his salary under Section 5.1 above at the Employee's then-current salary, less applicable withholding taxes, payable on the Company's normal payroll dates during that period; (ii) healthcare premium for a period of three months; (c) The Employee shall receive other benefit payments as provided in the Company's standard benefit plans, and (d) The Employee shall become fully and immediately vested in 100% of the shares issuable under the Initial Option. 7.3 Termination Upon Death. In the event of termination of employment pursuant to Section 6.1(c), all obligations of the Company and the Employee shall cease, except the Company shall immediately pay to the Employee (or to the Employee's estate) the compensation and benefits accrued and otherwise payable to the Employee under

7.2 Termination for Disability. In the event of termination of employment pursuant to Section 6.1(b): (a) The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination; (b) For five (5) days after the termination of the Employee's employment, the Company shall pay the Employee: (i) his salary under Section 5.1 above at the Employee's then-current salary, less applicable withholding taxes, payable on the Company's normal payroll dates during that period; (ii) healthcare premium for a period of three months; (c) The Employee shall receive other benefit payments as provided in the Company's standard benefit plans, and (d) The Employee shall become fully and immediately vested in 100% of the shares issuable under the Initial Option. 7.3 Termination Upon Death. In the event of termination of employment pursuant to Section 6.1(c), all obligations of the Company and the Employee shall cease, except the Company shall immediately pay to the Employee (or to the Employee's estate) the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and the Employee shall become fully and immediately vested in 100% of the shares issuable under the Initial Option. 7.4 Constructive Termination or Termination Without Cause. In the event of any termination of this Agreement pursuant to Section 6.1(d) or Section 6.1(e): (a) The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination; (b) For five (5) days after the termination of the Employee's employment, the Company shall pay the Employee: (i) his salary under Section 5.1 above at the Employee's then-current salary, less applicable withholding taxes, payable on the Company's normal payroll dates during that period; (ii) healthcare premium for a period of three months. (c) If the termination occurs within the first (15) fifteen weeks following the Effective Date, in addition to the First Option, the Employee shall be vested in such number of shares of the Initial Option provided in Section 5.3 equal to the product of 60,000 multiplied by the result of dividing the number of weeks the Employee has provided services to the Company by fifteen; provided, however, in no event shall the vested amount of the Initial Option be less than 15,00 shares. 5

(d) If the termination occurs for any reason after a Change in Control, then in addition to the foregoing benefits, the remainder of the Initial Option shall, as of the date of employment termination, be immediately 100% vested and shall remain exercisable for the periods specified in Section 5.3; provided, that if the total amount of the benefits available to the Employee under this Section 7.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code (the "Code"), then the Employee will receive whichever provides him with the greater economic benefit: (i) the total amount of such benefits; or (ii) the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of which of the foregoing would provide the greatest economic benefit to the Employee shall be made by an independent accounting firm the fees for which determination shall be paid by the Company. 8. Nondisclosure. The Employee acknowledges that during the course of his employment by the Company, the Company will provide, and the Employee will acquire, knowledge of special and unique value with respect to the Company's business operations, including, by way of illustration, the Company's existing and contemplated product line, trade secrets, compilations, business and financial methods or practices, plans, hardware and software technology products, systems, programs, projects and know-how, pricing, cost of providing service and

(d) If the termination occurs for any reason after a Change in Control, then in addition to the foregoing benefits, the remainder of the Initial Option shall, as of the date of employment termination, be immediately 100% vested and shall remain exercisable for the periods specified in Section 5.3; provided, that if the total amount of the benefits available to the Employee under this Section 7.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code (the "Code"), then the Employee will receive whichever provides him with the greater economic benefit: (i) the total amount of such benefits; or (ii) the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of which of the foregoing would provide the greatest economic benefit to the Employee shall be made by an independent accounting firm the fees for which determination shall be paid by the Company. 8. Nondisclosure. The Employee acknowledges that during the course of his employment by the Company, the Company will provide, and the Employee will acquire, knowledge of special and unique value with respect to the Company's business operations, including, by way of illustration, the Company's existing and contemplated product line, trade secrets, compilations, business and financial methods or practices, plans, hardware and software technology products, systems, programs, projects and know-how, pricing, cost of providing service and equipment, operating and maintenance costs, marketing and selling techniques and information, customer data, customer names and addresses, customer service requirements, supplier lists, and confidential information relating to the Company's policies, employees, and/or business strategy (all of such information herein referenced to as the "Confidential Information"). The Employee recognizes that the business of the Company is dependent upon Confidential Information and that the protection of the Confidential Information against unauthorized disclosure or use is of critical importance to the Company. The Employee agrees that, without prior written authorization of the Chief Executive Officer of the Company, the Employee will not, during his employment, divulge to any person, directly or indirectly, except to the Company or its officers and agents or as reasonably required in connection with the Employee's duties on behalf of the Company, or make any independent use of, except on behalf of the Company, any of the Company's Confidential Information, whether acquired by the Employee during his employment or not. The Employee further agrees that the Employee will not, at any time after his employment has ended, use or divulge to any person directly or indirectly any Confidential Information, or use any Confidential Information in subsequent employment of any nature. If the Employee is subpoenaed, or is otherwise required by law to testify concerning Confidential Information, the Employee agrees to notify the Company upon receipt of a subpoena, or upon belief that such testimony shall be required. This nondisclosure provision shall survive the termination of this Agreement for any reason. The Employee acknowledges that the Company would not employ the Employee but for his covenants and promises contained in this Section 8. 9. Return of Documents. The Employee agrees that if the Employee's relationship with the Company is terminated (for whatever reason), the Employee shall not remove or take with the Employee, but will leave with the Company or return to Company, all Confidential Information, records, files, data, memoranda, reports, customer lists, customer information, 6

product information, price lists, documents and other information, in whatever form (including on computer disk), and any and all copies thereof, or if such items are not on the premises of the Company, the Employee agrees to return such items immediately upon the Employee's termination or the request of the Company. The Employee acknowledges that all such items are and remain the property of the Company. 10. No Interference or Solicitation. The Employee agrees that during his employment, and for a period of six (6) months following the termination of his employment (for whatever reason), that neither he nor any individual, partner(s), limited partnership, corporation or other entity or business with which he is in any way affiliated, including, without limitation, any partner, limited partner, director, officer, shareholder, employee, or agent of any such entity or business, will: (i) request, induce or attempt to influence, directly or indirectly, any employee of the Company to terminate their employment with the Company; or (ii) employ any person who as of the date of this Agreement was, or after such date is or was, an employee of the Company. The Employee further agrees that during the period beginning with the commencement of the Employee's engagement with the Company and ending six (6) months after the termination of the Employee's employment with the Company (for whatever reason), he shall not, directly or indirectly, as an employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity of the Company or of any other person, entity or business, solicit or

product information, price lists, documents and other information, in whatever form (including on computer disk), and any and all copies thereof, or if such items are not on the premises of the Company, the Employee agrees to return such items immediately upon the Employee's termination or the request of the Company. The Employee acknowledges that all such items are and remain the property of the Company. 10. No Interference or Solicitation. The Employee agrees that during his employment, and for a period of six (6) months following the termination of his employment (for whatever reason), that neither he nor any individual, partner(s), limited partnership, corporation or other entity or business with which he is in any way affiliated, including, without limitation, any partner, limited partner, director, officer, shareholder, employee, or agent of any such entity or business, will: (i) request, induce or attempt to influence, directly or indirectly, any employee of the Company to terminate their employment with the Company; or (ii) employ any person who as of the date of this Agreement was, or after such date is or was, an employee of the Company. The Employee further agrees that during the period beginning with the commencement of the Employee's engagement with the Company and ending six (6) months after the termination of the Employee's employment with the Company (for whatever reason), he shall not, directly or indirectly, as an employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity of the Company or of any other person, entity or business, solicit or encourage any present or future customer, supplier, contractor, partner or investor of the Company to terminate or otherwise alter his, his or its relationship with the Company. This provision shall survive the termination of this Agreement for any reason. 11. Non-Competition. In consideration of the numerous mutual promises contained in the Agreement between the Company and the Employee, including, without limitation, those involving Confidential Information, and in order to protect the Company's Confidential Information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, the Employee agrees that during his employment and for an additional period of six (6) months immediately following the termination by the Company of his employment for Cause or by Employee voluntarily terminating his employment, (the "Non-Competition Term"), not to, directly or indirectly, either through any form of ownership or as a director, officer, principal, agent, employee, employer, adviser, consultant, shareholder, partner, or in any individual or representative capacity whatsoever, without the prior written consent of the Company (which consent may be withheld in its sole discretion): (i) compete for or solicit business related to "Application Service Provider Services," then presently being offered by the Company to, for or on behalf of any person or business entity with a place of business in the United States or Canada; (ii) own, operate, participate in, undertake any employment with or have any interest in any entity with a place of business in the United States or Canada in the business of marketing and selling of Application Service Provider Services to persons or business entities, except owning publicly traded stock for investment purposes only in which the Employee owns less than 5%; (iii) compete for or solicit application service provider services business from any customer of the Company (or its successors by merger); or (iv) use in any competition, solicitation, or marketing effort any Confidential Information, any proprietary list, any information concerning customers of the Company. "Application Service Provided Services" shall mean providing a combination of 7

software applications, Web hosting and access and telecommunication integration through the Company's server based computing model. If, during any period within the Non-Competition Term, the Employee is not in compliance with the terms of this Section 11, the Company shall be entitled to, among other remedies, compliance by the Employee with the terms of this Section 11 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term "Non-Competition Term" shall also include this additional period. The Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 11 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This non-competition provision shall survive the termination of the Employee's employment and can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this provision. The Employee acknowledges that the Company would not employ him but for his covenants or

software applications, Web hosting and access and telecommunication integration through the Company's server based computing model. If, during any period within the Non-Competition Term, the Employee is not in compliance with the terms of this Section 11, the Company shall be entitled to, among other remedies, compliance by the Employee with the terms of this Section 11 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term "Non-Competition Term" shall also include this additional period. The Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 11 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This non-competition provision shall survive the termination of the Employee's employment and can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this provision. The Employee acknowledges that the Company would not employ him but for his covenants or promises contained in this Section 11. 12. Reformation of Section 11. The Company and the Employee agree and stipulate that the agreements and covenants not to compete contained in Section 11 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between the Employee and the Company; however, the Employee and the Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Section 11, the Company and the Employee agree that in the event a court should decline to enforce the provisions of Section 11, that Section 11 shall be deemed to be modified or reformed to restrict the Employee's competition with the Company or its affiliates to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, in no event shall the provisions of Section 11 be deemed to be more restrictive to the Employee than those contained herein. 13. Injunctive Relief. The Employee acknowledges and agrees that the agreements and covenants contained in this Agreement are essential to protect the Confidential Information, business, and goodwill of the Company. The Employee further acknowledges that the breach of any of the agreements contained herein, including, without limitation, the confidentiality covenants specified in Section 8, the non-solicitation covenants specified in Section 10, and the non-competition covenants contained in Section 11, will give rise to irreparable injury to the Company, inadequately compensable in damages. Accordingly, the Company shall be entitled to injunctive relief to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to enforce specific performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other legal or equitable remedies which may be available. The Employee further acknowledges and agrees that in the event of the termination of the Employee's employment with the Company, whether voluntary or involuntary, that the enforcement of a remedy hereunder by way of injunction shall not prevent the Employee from 8

earning a reasonable livelihood. The Employee further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content. 14. Miscellaneous 14.1 Indemnification and Errors and Omissions Insurance. The Company agrees to indemnify and defend the Employee to the full extent provided by Delaware law, and on terms no less favorable than any indemnification agreement the Company has at any time during the term of this Agreement with an executive or officer of the Company. The Company agrees to reimburse Employee upon demand for any costs incurred in requesting or obtaining indemnification under this paragraph. 14.2 Arbitration. The Employee and the Company shall submit to mandatory binding arbitration to held in Pierce County, Washington, in any controversy or claim arising out of, or relating to, this Agreement or any breach hereof. Such arbitration shall be conducted in accordance with the commercial arbitration rules of the American

earning a reasonable livelihood. The Employee further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content. 14. Miscellaneous 14.1 Indemnification and Errors and Omissions Insurance. The Company agrees to indemnify and defend the Employee to the full extent provided by Delaware law, and on terms no less favorable than any indemnification agreement the Company has at any time during the term of this Agreement with an executive or officer of the Company. The Company agrees to reimburse Employee upon demand for any costs incurred in requesting or obtaining indemnification under this paragraph. 14.2 Arbitration. The Employee and the Company shall submit to mandatory binding arbitration to held in Pierce County, Washington, in any controversy or claim arising out of, or relating to, this Agreement or any breach hereof. Such arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association in effect at that time, and judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator is hereby authorized to award to the prevailing party the costs (including reasonable attorneys' fees and expenses) of any such arbitration. 14.3 Severability. If any provision of this Agreement shall be found by any arbitrator or court of competent jurisdiction to be invalid or unenforceable, then the parties hereby waive such provision to the extent that it is found to be invalid or unenforceable and to the extent that to do so would not deprive one of the parties of the substantial benefit of its bargain. Such provision shall, to the extent allowable by law and the preceding sentence, be modified by such arbitrator or court so that it becomes enforceable and, as modified, shall be enforced as any other provision hereof, all the other provisions continuing in full force and effect. 14.4 No Waiver. The failure by either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not be taken or held to be a waiver of any preceding or succeeding breach of such provision or as a waiver of the provision itself. No waiver of any kind shall be effective or binding, unless it is in writing and is signed by the party against whom such waiver is sought to be enforced. 14.5 Assignment. This Agreement and all rights hereunder are personal to the Employee and may not be transferred or assigned by the Employee at any time. The Company may assign its rights, together with its obligations hereunder, to any parent, subsidiary, affiliate or successor, or in connection with any sale, transfer or other disposition of all or substantially all of its business and assets, provided, however, that any such assignee assumes the Company's obligations hereunder. 9 14.6 Withholding. All sums payable to the Employee hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law. 14.7 Entire Agreement. This Agreement constitutes the entire and only agreement between the parties relating to employment of the Employee with the Company, and this Agreement supersedes and cancels any and all previous contracts, arrangements or understandings with respect thereto. 14.8 Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended only by an agreement in writing executed by both parties hereto. 14.9 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and hand delivered, sent by telecopier, sent by registered first class mail, postage pre-paid, or sent by nationally recognized express courier service. Such notices and other communications shall be effective upon receipt if hand delivered or sent by telecopier, five (5) days after mailing if sent by mail, and one (l) day after dispatch if sent by express courier, to the following addresses, or such other addresses as any party shall notify the other parties:

14.6 Withholding. All sums payable to the Employee hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law. 14.7 Entire Agreement. This Agreement constitutes the entire and only agreement between the parties relating to employment of the Employee with the Company, and this Agreement supersedes and cancels any and all previous contracts, arrangements or understandings with respect thereto. 14.8 Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended only by an agreement in writing executed by both parties hereto. 14.9 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and hand delivered, sent by telecopier, sent by registered first class mail, postage pre-paid, or sent by nationally recognized express courier service. Such notices and other communications shall be effective upon receipt if hand delivered or sent by telecopier, five (5) days after mailing if sent by mail, and one (l) day after dispatch if sent by express courier, to the following addresses, or such other addresses as any party shall notify the other parties: If to the Company: INSYNQ, INC. Attn: John P. Gorst 1101 Broadway Plaza Tacoma, Washington 98402 If to the Employee: Stephen C. Smith 8004 Paseo Aliso Carslbad, California 92009 14.10 Binding Nature. This Agreement shall be binding upon, and inure to the benefit of, the successors and personal representatives of the respective parties hereto. 14.11 Headings. The headings contained in this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of this Agreement. In this Agreement, the singular includes the plural, the plural included the singular, the masculine gender includes both male and female referents, and the word "or" is used in the inclusive sense. 14.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, taken together, constitute one and the same agreement. 10 14.13 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be construed in accordance with the laws of the State of Washington, without giving effect to the principles of conflict of laws. 14.14 Attorneys' Fees. In the event of any claim, demand or suit arising out of or with respect to this Agreement, the prevailing party shall be entitled to reasonable costs and attorneys' fees, including any such costs and fees upon appeal. IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first above written.
"THE COMPANY" INSYNQ, INC. By: /s/ John P. Gorst ------------------------------/s/ Stephen C. Smith ---------------------------------"EMPLOYEE"

14.13 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be construed in accordance with the laws of the State of Washington, without giving effect to the principles of conflict of laws. 14.14 Attorneys' Fees. In the event of any claim, demand or suit arising out of or with respect to this Agreement, the prevailing party shall be entitled to reasonable costs and attorneys' fees, including any such costs and fees upon appeal. IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first above written.
"THE COMPANY" INSYNQ, INC. By: /s/ John P. Gorst ------------------------------John P. Gorst Chief Executive Officer & Chairman /s/ Stephen C. Smith ---------------------------------Stephen C. Smith "EMPLOYEE"

11

EXHIBIT "A" TO EMPLOYMENT AGREEMENT DUTIES OF EMPLOYEE Coordinate and manage the Financial affairs of the Company . Coordinate analysts regarding the Company financial condition including the Company's activities and 10K, 10Q, etc. Consult, advise, and assist the Chairman's activities as requested with particular emphasis financial management. Assist the Chairman as directed in matters that benefit the Company's future and market presence. 12

EXHIBIT 10.44 NON-EXCLUSIVE FINANCIAL ADVISORY AGREEMENT This Agreement is made and entered into as of the 15 day of June, 2000, ("Effective Date") between Xcel Mgmt, (the "Company") and SUNSTATE EQUITY TRADING, INC., a Florida corporation, (the "Financial Advisor"). WITNESSETH: WHEREAS, the Financial Advisor is an investment banker and registered NASD broker-dealer and has experience in providing financial and business advice to public and private companies; and WHEREAS, the Company is seeking and the Financial Advisor is willing to furnish, on a non-exclusive basis, business and financial related advice and services to the Company on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of, and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

EXHIBIT "A" TO EMPLOYMENT AGREEMENT DUTIES OF EMPLOYEE Coordinate and manage the Financial affairs of the Company . Coordinate analysts regarding the Company financial condition including the Company's activities and 10K, 10Q, etc. Consult, advise, and assist the Chairman's activities as requested with particular emphasis financial management. Assist the Chairman as directed in matters that benefit the Company's future and market presence. 12

EXHIBIT 10.44 NON-EXCLUSIVE FINANCIAL ADVISORY AGREEMENT This Agreement is made and entered into as of the 15 day of June, 2000, ("Effective Date") between Xcel Mgmt, (the "Company") and SUNSTATE EQUITY TRADING, INC., a Florida corporation, (the "Financial Advisor"). WITNESSETH: WHEREAS, the Financial Advisor is an investment banker and registered NASD broker-dealer and has experience in providing financial and business advice to public and private companies; and WHEREAS, the Company is seeking and the Financial Advisor is willing to furnish, on a non-exclusive basis, business and financial related advice and services to the Company on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of, and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Purpose. the Company hereby engages the Financial Advisor for the term specified in this Agreement to render financial advisory consulting advice on a non-exclusive basis to the Company as an investment banker relating to financial, market acceptance and similar matters upon the terms and conditions set forth herein. 2. Representations of the Financial Advisor and the Company. The Financial Advisor represents and warrants to the Company that (i) it is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD") and that it is engaged in the securities brokerage business; (ii) in addition to its securities brokerage business, the Financial Advisor provides consulting advisory services; and (iii) it is free to enter into this Agreement and the services to be provided pursuant to this Agreement are not in conflict with any other contractual or other obligation to which the Financial Advisor is bound. The Company acknowledges that the Financial Advisor is in the business of providing financial and public market services and consulting advice (of the type contemplated by this Agreement) to others and that nothing herein contained shall be construed to limit or restrict the Financial Advisor in conducting such business with respect to others, or rendering such advice to others, nor shall Company be restricted from seeking such, or related services, from other sources, including other investment banking firms. 3. Duties of the Financial Advisor. During the term of this Agreement, the Financial Advisor will provide the Company with consulting advice as specified below, provided that the Financial Advisor shall not be required to undertake duties not reasonable within the scope of the consulting advisory service in which the Financial Advisor is engaged generally. In performance of these duties, the Financial Advisor shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of the

EXHIBIT 10.44 NON-EXCLUSIVE FINANCIAL ADVISORY AGREEMENT This Agreement is made and entered into as of the 15 day of June, 2000, ("Effective Date") between Xcel Mgmt, (the "Company") and SUNSTATE EQUITY TRADING, INC., a Florida corporation, (the "Financial Advisor"). WITNESSETH: WHEREAS, the Financial Advisor is an investment banker and registered NASD broker-dealer and has experience in providing financial and business advice to public and private companies; and WHEREAS, the Company is seeking and the Financial Advisor is willing to furnish, on a non-exclusive basis, business and financial related advice and services to the Company on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of, and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Purpose. the Company hereby engages the Financial Advisor for the term specified in this Agreement to render financial advisory consulting advice on a non-exclusive basis to the Company as an investment banker relating to financial, market acceptance and similar matters upon the terms and conditions set forth herein. 2. Representations of the Financial Advisor and the Company. The Financial Advisor represents and warrants to the Company that (i) it is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD") and that it is engaged in the securities brokerage business; (ii) in addition to its securities brokerage business, the Financial Advisor provides consulting advisory services; and (iii) it is free to enter into this Agreement and the services to be provided pursuant to this Agreement are not in conflict with any other contractual or other obligation to which the Financial Advisor is bound. The Company acknowledges that the Financial Advisor is in the business of providing financial and public market services and consulting advice (of the type contemplated by this Agreement) to others and that nothing herein contained shall be construed to limit or restrict the Financial Advisor in conducting such business with respect to others, or rendering such advice to others, nor shall Company be restricted from seeking such, or related services, from other sources, including other investment banking firms. 3. Duties of the Financial Advisor. During the term of this Agreement, the Financial Advisor will provide the Company with consulting advice as specified below, provided that the Financial Advisor shall not be required to undertake duties not reasonable within the scope of the consulting advisory service in which the Financial Advisor is engaged generally. In performance of these duties, the Financial Advisor shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of the Financial Advisor's advice is not measurable in any quantitative manner, and that the amount of time spent rendering such consulting advice shall be determined according to the Financial Advisor's discretion. The Financial Advisor's duties may include, but will not necessarily be limited to: (1) Advice relating to corporate financing activities and related market acceptance of Company's business and securities; (2) Recommendations relating to specific business operations and investments; (3) Advice relating to financial planning; (4) Advice regarding future finances involving securities of the Company or any subsidiary; and 4. Term. The term of this Agreement shall commence on the Effective Date and terminate on 6-13-01; provided, however, that this Agreement may be renewed or extended upon such terms and conditions as may be mutually agreed upon by the parties hereto. 30 day notice will enable either party out of the agreement.

2. Representations of the Financial Advisor and the Company. The Financial Advisor represents and warrants to the Company that (i) it is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD") and that it is engaged in the securities brokerage business; (ii) in addition to its securities brokerage business, the Financial Advisor provides consulting advisory services; and (iii) it is free to enter into this Agreement and the services to be provided pursuant to this Agreement are not in conflict with any other contractual or other obligation to which the Financial Advisor is bound. The Company acknowledges that the Financial Advisor is in the business of providing financial and public market services and consulting advice (of the type contemplated by this Agreement) to others and that nothing herein contained shall be construed to limit or restrict the Financial Advisor in conducting such business with respect to others, or rendering such advice to others, nor shall Company be restricted from seeking such, or related services, from other sources, including other investment banking firms. 3. Duties of the Financial Advisor. During the term of this Agreement, the Financial Advisor will provide the Company with consulting advice as specified below, provided that the Financial Advisor shall not be required to undertake duties not reasonable within the scope of the consulting advisory service in which the Financial Advisor is engaged generally. In performance of these duties, the Financial Advisor shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of the Financial Advisor's advice is not measurable in any quantitative manner, and that the amount of time spent rendering such consulting advice shall be determined according to the Financial Advisor's discretion. The Financial Advisor's duties may include, but will not necessarily be limited to: (1) Advice relating to corporate financing activities and related market acceptance of Company's business and securities; (2) Recommendations relating to specific business operations and investments; (3) Advice relating to financial planning; (4) Advice regarding future finances involving securities of the Company or any subsidiary; and 4. Term. The term of this Agreement shall commence on the Effective Date and terminate on 6-13-01; provided, however, that this Agreement may be renewed or extended upon such terms and conditions as may be mutually agreed upon by the parties hereto. 30 day notice will enable either party out of the agreement. 5. Compensation. The Company shall compensate the Financial Advisor as follows: 2 6. Expenses. In addition to the compensation payable hereunder, the Company shall reimburse the Financial Advisor, within five (5) business days of its request, for any and all out-of-pocket expenses incurred in connection with the services performed by the Financial Advisor and its counsel pursuant to this Agreement, including hotel, food and associated expenses, all charges for travel, long-distance telephone calls and other expenses spent or incurred on the Company's behalf, such expenses shall not exceed $125,000 Restricted Shares per week without pre-approval of Company. All such expenses in excess of $125,000 Restricted Shares shall be pre-approved by the Company. 7. Use of Advice by the Company; Public Market for the Company's Securities. The Company acknowledges that all opinions and advice (written or oral) given by the Financial Advisor to the Company in connection with the engagement of the Financial Advisor are intended solely for the benefit and use of the Company in considering the transaction to which they relate, and the Company agrees that no person or entity other than the Company shall be entitled to make use of or rely upon the advice of the Financial Advisor to be given hereunder, and no such opinion or advice shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor may the Company make any public references to the Financial Advisor, or use of the Financial Advisor's name in any annual reports or any other reports or releases of the Company other than as required by rule or law without the prior written consent of the Financial Advisor. 3

6. Expenses. In addition to the compensation payable hereunder, the Company shall reimburse the Financial Advisor, within five (5) business days of its request, for any and all out-of-pocket expenses incurred in connection with the services performed by the Financial Advisor and its counsel pursuant to this Agreement, including hotel, food and associated expenses, all charges for travel, long-distance telephone calls and other expenses spent or incurred on the Company's behalf, such expenses shall not exceed $125,000 Restricted Shares per week without pre-approval of Company. All such expenses in excess of $125,000 Restricted Shares shall be pre-approved by the Company. 7. Use of Advice by the Company; Public Market for the Company's Securities. The Company acknowledges that all opinions and advice (written or oral) given by the Financial Advisor to the Company in connection with the engagement of the Financial Advisor are intended solely for the benefit and use of the Company in considering the transaction to which they relate, and the Company agrees that no person or entity other than the Company shall be entitled to make use of or rely upon the advice of the Financial Advisor to be given hereunder, and no such opinion or advice shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor may the Company make any public references to the Financial Advisor, or use of the Financial Advisor's name in any annual reports or any other reports or releases of the Company other than as required by rule or law without the prior written consent of the Financial Advisor. 3

The Company acknowledges that the Financial Advisor makes no commitment whatsoever as to guaranteeing the making of a public trading market in the Company's securities or to recommending or advising its clients to purchase the Company's securities; however, nothing contained herein shall preclude such actions at Financial Advisor's sole discretion and responsibility. Research reports, corporate finance or like reports that may be prepared by the Financial Advisor or its contractors or suppliers will, when and if prepared, be done solely on the merits or judgment of analysis of the Financial Advisor or any senior corporate finance personnel of the Financial Advisor. 8. Company Information; Confidentially. The Company recognizes and confirms that, in advising the Company and in fulfilling its engagement hereunder, the Financial Advisor will use and rely on data, material and other information furnished to the Financial Advisor by the Company. The Company acknowledges and agrees that in performing its services under this engagement, the Financial Advisor may rely upon the data, material and other information supplied by the Company without independently verifying the accuracy, completeness or veracity of same. In addition, in the performance of its services, the Financial Advisor may look to such others for such factual information, economic advice and/or research upon which to base its advice to the Company hereunder as the Financial Advisor shall in good faith deem appropriate. Except as contemplated by the terms hereof or as required by applicable law, the Financial Advisor shall keep confidential all non-public information provided to it by the 4

Company, and shall not disclose such information to any third party without the Company's prior written consent, other than such of its employees and advisors as the Financial Advisor determines to have a need to know. 9. Indemnification and Contribution. (a) The Company shall indemnify and hold harmless the Financial Advisor against any and all liabilities, claims, lawsuits, including any and all awards and/or judgments to which it may become subject under the Securities Act of 1933, (the "Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act") or any other federal or state statute, at common law or otherwise, insofar as said liabilities, claims and lawsuits (including costs, expenses, awards and/or judgments) arise out of or are in connection with the services rendered by the Financial Advisor or any transactions in connection with the services rendered by the Financial Advisor or any transactions in connection with this Agreement, except for any liabilities, claims and lawsuits (including awards and/or judgments), arising out of willful acts or willful omissions or negligence of the Financial Advisor. In addition, the Company shall also indemnify and hold harmless the Financial Advisor against any and all costs and expenses,

The Company acknowledges that the Financial Advisor makes no commitment whatsoever as to guaranteeing the making of a public trading market in the Company's securities or to recommending or advising its clients to purchase the Company's securities; however, nothing contained herein shall preclude such actions at Financial Advisor's sole discretion and responsibility. Research reports, corporate finance or like reports that may be prepared by the Financial Advisor or its contractors or suppliers will, when and if prepared, be done solely on the merits or judgment of analysis of the Financial Advisor or any senior corporate finance personnel of the Financial Advisor. 8. Company Information; Confidentially. The Company recognizes and confirms that, in advising the Company and in fulfilling its engagement hereunder, the Financial Advisor will use and rely on data, material and other information furnished to the Financial Advisor by the Company. The Company acknowledges and agrees that in performing its services under this engagement, the Financial Advisor may rely upon the data, material and other information supplied by the Company without independently verifying the accuracy, completeness or veracity of same. In addition, in the performance of its services, the Financial Advisor may look to such others for such factual information, economic advice and/or research upon which to base its advice to the Company hereunder as the Financial Advisor shall in good faith deem appropriate. Except as contemplated by the terms hereof or as required by applicable law, the Financial Advisor shall keep confidential all non-public information provided to it by the 4

Company, and shall not disclose such information to any third party without the Company's prior written consent, other than such of its employees and advisors as the Financial Advisor determines to have a need to know. 9. Indemnification and Contribution. (a) The Company shall indemnify and hold harmless the Financial Advisor against any and all liabilities, claims, lawsuits, including any and all awards and/or judgments to which it may become subject under the Securities Act of 1933, (the "Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act") or any other federal or state statute, at common law or otherwise, insofar as said liabilities, claims and lawsuits (including costs, expenses, awards and/or judgments) arise out of or are in connection with the services rendered by the Financial Advisor or any transactions in connection with the services rendered by the Financial Advisor or any transactions in connection with this Agreement, except for any liabilities, claims and lawsuits (including awards and/or judgments), arising out of willful acts or willful omissions or negligence of the Financial Advisor. In addition, the Company shall also indemnify and hold harmless the Financial Advisor against any and all costs and expenses, including reasonable counsel fees, incurred relating to the foregoing. The Financial Advisor shall give the Company prompt notice of any such liability, claim or lawsuit which the Financial Advisor contends is the subject matter of the Company's indemnification and the Company thereupon shall be granted the 5

liability, claim or lawsuit which the Company contends is the subject matter of the Financial Advisor's indemnification and the Financial Advisor thereupon shall be granted the right to take any and all necessary and proper action, at its sole cost and expense, with respect to such liability, claim and lawsuit, including the right to settle, compromise or dispose of such liability, claim or lawsuit, excepting therefrom any and all proceedings or hearings before any regulatory bodies and/or authorities. (b) In order to provide for just and equitable contribution in any case in which (i) any person entitled to indemnification under this paragraph makes claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this paragraph provides for indemnification in such case, or (ii) contribution may be required on the part of any such person in circumstances for which indemnification is provided under this

Company, and shall not disclose such information to any third party without the Company's prior written consent, other than such of its employees and advisors as the Financial Advisor determines to have a need to know. 9. Indemnification and Contribution. (a) The Company shall indemnify and hold harmless the Financial Advisor against any and all liabilities, claims, lawsuits, including any and all awards and/or judgments to which it may become subject under the Securities Act of 1933, (the "Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act") or any other federal or state statute, at common law or otherwise, insofar as said liabilities, claims and lawsuits (including costs, expenses, awards and/or judgments) arise out of or are in connection with the services rendered by the Financial Advisor or any transactions in connection with the services rendered by the Financial Advisor or any transactions in connection with this Agreement, except for any liabilities, claims and lawsuits (including awards and/or judgments), arising out of willful acts or willful omissions or negligence of the Financial Advisor. In addition, the Company shall also indemnify and hold harmless the Financial Advisor against any and all costs and expenses, including reasonable counsel fees, incurred relating to the foregoing. The Financial Advisor shall give the Company prompt notice of any such liability, claim or lawsuit which the Financial Advisor contends is the subject matter of the Company's indemnification and the Company thereupon shall be granted the 5

liability, claim or lawsuit which the Company contends is the subject matter of the Financial Advisor's indemnification and the Financial Advisor thereupon shall be granted the right to take any and all necessary and proper action, at its sole cost and expense, with respect to such liability, claim and lawsuit, including the right to settle, compromise or dispose of such liability, claim or lawsuit, excepting therefrom any and all proceedings or hearings before any regulatory bodies and/or authorities. (b) In order to provide for just and equitable contribution in any case in which (i) any person entitled to indemnification under this paragraph makes claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this paragraph provides for indemnification in such case, or (ii) contribution may be required on the part of any such person in circumstances for which indemnification is provided under this paragraph, then, and in each such case, the Company and the Financial Advisor shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after any contribution from others) in such proportion taking into consideration the relative benefits received by each party from the offering covered by the prospectus or from any other document or agreement with respect to any transactions in connection with this Agreement (taking into account the portion of the 6

proceeds of the transaction realized by each), the parties' relative knowledge and access to information concerning the matter with respect to which the claim was assessed, the opportunity to correct and prevent any statement or omission and other equitable considerations appropriate under the circumstances; provided that, in any such case, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the 1934 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (the "Contributing Party"), notify the Contributing Party of the commencement thereof, but the omission so to notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any action, suit or proceeding is brought against any party, and such party notifies a Contributing Party or his or its representative of the commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled to participate therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party shall not be liable to any

liability, claim or lawsuit which the Company contends is the subject matter of the Financial Advisor's indemnification and the Financial Advisor thereupon shall be granted the right to take any and all necessary and proper action, at its sole cost and expense, with respect to such liability, claim and lawsuit, including the right to settle, compromise or dispose of such liability, claim or lawsuit, excepting therefrom any and all proceedings or hearings before any regulatory bodies and/or authorities. (b) In order to provide for just and equitable contribution in any case in which (i) any person entitled to indemnification under this paragraph makes claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this paragraph provides for indemnification in such case, or (ii) contribution may be required on the part of any such person in circumstances for which indemnification is provided under this paragraph, then, and in each such case, the Company and the Financial Advisor shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after any contribution from others) in such proportion taking into consideration the relative benefits received by each party from the offering covered by the prospectus or from any other document or agreement with respect to any transactions in connection with this Agreement (taking into account the portion of the 6

proceeds of the transaction realized by each), the parties' relative knowledge and access to information concerning the matter with respect to which the claim was assessed, the opportunity to correct and prevent any statement or omission and other equitable considerations appropriate under the circumstances; provided that, in any such case, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the 1934 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (the "Contributing Party"), notify the Contributing Party of the commencement thereof, but the omission so to notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any action, suit or proceeding is brought against any party, and such party notifies a Contributing Party or his or its representative of the commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled to participate therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking contribution without the written consent of the Contributing Party. The indemnification provisions contained in this paragraph are in addition to any other rights or remedies which either party hereto may have with respect to the other or hereunder. 10. The Financial Advisor as an Independent Contractor. The Financial Advisor shall perform its services hereunder as an independent contractor and not as an agent or employee of the Company or an affiliate thereof. It is expressly understood and agreed to by the parties hereto that the Financial Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be agreed to expressly by the Company in writing from time to time. 11. Miscellaneous. (a) This Agreement between the Company and the Financial Advisor constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set for the herein. (b) Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered or sent postage prepaid by certified or registered mail, return receipt requested, to the respective parties as set forth below, or to such other address as either party may notify the other 7

proceeds of the transaction realized by each), the parties' relative knowledge and access to information concerning the matter with respect to which the claim was assessed, the opportunity to correct and prevent any statement or omission and other equitable considerations appropriate under the circumstances; provided that, in any such case, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the 1934 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (the "Contributing Party"), notify the Contributing Party of the commencement thereof, but the omission so to notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any action, suit or proceeding is brought against any party, and such party notifies a Contributing Party or his or its representative of the commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled to participate therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking contribution without the written consent of the Contributing Party. The indemnification provisions contained in this paragraph are in addition to any other rights or remedies which either party hereto may have with respect to the other or hereunder. 10. The Financial Advisor as an Independent Contractor. The Financial Advisor shall perform its services hereunder as an independent contractor and not as an agent or employee of the Company or an affiliate thereof. It is expressly understood and agreed to by the parties hereto that the Financial Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be agreed to expressly by the Company in writing from time to time. 11. Miscellaneous. (a) This Agreement between the Company and the Financial Advisor constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set for the herein. (b) Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered or sent postage prepaid by certified or registered mail, return receipt requested, to the respective parties as set forth below, or to such other address as either party may notify the other 7

in writing:
If to the Company: /s/ [ILLEGIBLE] , President -----------------------------------------Excel Management, Inc. ------------------------------------------

If the Financial Advisor:

/s/ [ILLEGIBLE] , President -----------------------------------------Sun State Equity Trading, Inc. ------------------------------------------

(c) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective

in writing:
If to the Company: /s/ [ILLEGIBLE] , President -----------------------------------------Excel Management, Inc. ------------------------------------------

If the Financial Advisor:

/s/ [ILLEGIBLE] , President -----------------------------------------Sun State Equity Trading, Inc. ------------------------------------------

(c) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives and assigns. (d) This Agreement may be executed in any number of counterparts, each of which together shall constitute one and the same original document. (e) No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto. (f) This Agreement shall be construed in accordance with an governed by the laws of the State of Florida, without giving effect to conflict of law principles. The parties hereby agree that any dispute which may arise between them arising out of or in connection with this Agreement shall be adjudicated before a court located in Hillsborough County, Florida, and they hereby submit to the exclusive jurisdiction of the courts of the State of Florida located in Hillsborough County, Florida and of the federal courts in the ________________ District of Florida with respect to any action or legal proceeding commenced by and party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Agreement, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth in paragraph 11(b) hereof. (g) This Agreement has been duly authorized, executed and delivered by and on behalf of the Company and the Financial Advisor. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.
/s/ [ILLEGIBLE]^^ --------------------------------------By: /s/ John P. Gorst ----------------------------------, President

8

AMENDMENT NO.1 TO NON-EXCLUSIVE FINANCIAL ADVISORY AGREEMENT THIS AMENDMENT NO. 1 TO NON-EXCLUSIVE FINANCIAL ADVISORY AGREEMENT (this

AMENDMENT NO.1 TO NON-EXCLUSIVE FINANCIAL ADVISORY AGREEMENT THIS AMENDMENT NO. 1 TO NON-EXCLUSIVE FINANCIAL ADVISORY AGREEMENT (this "Amendment") is effective as of September 22, 2000 by and between Insynq, Inc., a Delaware corporation (the "Company"), and Sunstate Equity Trading, Inc., a Florida corporation (the "Advisor"). WITNESSETH WHEREAS, the parties have executed that certain Non-Exclusive Financial Advisory Agreement (the "Agreement") as of June 15, 2000; and WHEREAS, the parties have deemed it to be in their mutual best interests to amend the Agreement to reflect additional consideration of 250,000 shares of its Company's common stock for additional services to be provided to the Company; and WHEREAS, the parties have determined that it is in their mutual best interests for the Advisor to make additional representations and warranties to the Company. NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: A. Section 1 of the Agreement shall be amended in its entirety to read as follows: "1. Purpose. The Company hereby engages the Financial Advisor for the term specified in this Agreement to render services, on a non-exclusive basis, including but not limited to, the following: (i) render financial advisory consulting advice as an investment banker relating to financial and market acceptance, (ii) generate market awareness, and (iii) sponsor the Company at conferences with various investment groups. These services, among others, are to be provided upon the terms and conditions set forth herein." A new Section 3 shall be inserted into the Agreement, each section thereafter to be re-numbered accordingly, to read as follows: "3. Representations as to the Accredited Investor Status of the Financial Advisor. (a) The Financial Advisor is an "accredited investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"); (b) The Financial Advisor has sufficient knowledge and experience in financial and investment matters so as to be able to evaluate the risks and merits of an investment in the shares acquired pursuant to this Agreement (the "Shares");

(c) The Financial Advisor is acquiring the Shares for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; and (d) The Financial Advisor understands that the Shares have not been registered under the Securities Act or any applicable state securities laws, and it understands and agrees that the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, the certificates representing the Shares will bear a legend to that effect and the Company will make a notation on its transfer books to such effect." B. Paragraph 5 is amended in its entirety as follows: "5. Compensation. The Company shall issue a total of 500,000 shares of its Common Stock (calculated on a

(c) The Financial Advisor is acquiring the Shares for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; and (d) The Financial Advisor understands that the Shares have not been registered under the Securities Act or any applicable state securities laws, and it understands and agrees that the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, the certificates representing the Shares will bear a legend to that effect and the Company will make a notation on its transfer books to such effect." B. Paragraph 5 is amended in its entirety as follows: "5. Compensation. The Company shall issue a total of 500,000 shares of its Common Stock (calculated on a post August 3, 2000, post-split basis) to Financial Advisor in consideration for the services rendered hereunder, 250,000 of which, on a post-split basis, have been previously issued to Financial Advisor on or about June 15, 2000." C. All other provisions of the Agreement, as amended hereby, shall remain in force and effect through June 15, 2001. IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date set forth above. SUNSTATE EQUITY TRADING, INC. By: ________________________________ Name: ______________________________ Title: _____________________________ INSYNQ, INC. By: ________________________________ Name: ______________________________ Title: _____________________________

Exhibit 10.45 INDEPENDENT CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into at Tacoma, Washington this 16th day of September, 2000, by and between Insynq Inc., a Delaware corporation (hereinafter referred to as "Insynq"), and Steven Tebo, an individual (hereinafter referred to as "Consultant"). This Agreement is made with reference to the following facts and objectives: RECITALS WHEREAS, Insynq core business includes ASP Solutions and proprietary technology; and WHEREAS, Consultant is known by INSYNQ to possess the knowledge of the relevant industries, have substantial contacts within those industries, and to possess the creative wherewithal to create new revenue streams for or add value to INSYNQ by identifying new or additional strategic partners, and through keeping INSYNQ at the forefront of new markets created by emerging technologies, and by presenting new business opportunities through joint ventures with outside companies or parties; and WHEREAS, Consultant desires to invest a substantial portion of his time and energies to help INSYNQ meet these goals and INSYNQ desires to engage Consultant's services; and WHEREAS, INSYNQ and Consultant desire to enter into this agreement whereby Consultant will furnish

Exhibit 10.45 INDEPENDENT CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into at Tacoma, Washington this 16th day of September, 2000, by and between Insynq Inc., a Delaware corporation (hereinafter referred to as "Insynq"), and Steven Tebo, an individual (hereinafter referred to as "Consultant"). This Agreement is made with reference to the following facts and objectives: RECITALS WHEREAS, Insynq core business includes ASP Solutions and proprietary technology; and WHEREAS, Consultant is known by INSYNQ to possess the knowledge of the relevant industries, have substantial contacts within those industries, and to possess the creative wherewithal to create new revenue streams for or add value to INSYNQ by identifying new or additional strategic partners, and through keeping INSYNQ at the forefront of new markets created by emerging technologies, and by presenting new business opportunities through joint ventures with outside companies or parties; and WHEREAS, Consultant desires to invest a substantial portion of his time and energies to help INSYNQ meet these goals and INSYNQ desires to engage Consultant's services; and WHEREAS, INSYNQ and Consultant desire to enter into this agreement whereby Consultant will furnish services to INSYNQ, and INSYNQ will compensate Consultant, on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the foregoing and the covenants and premises hereinafter set forth to be performed hereunder, and intending to be legally bound, the parties agree as follows: AGREEMENT 1. Engagement of Consultant. In addition to the general consulting services set forth in paragraph 2 herein, INSYNQ hereby retains the services of Consultant, and Consultant hereby accepts its engagement, to act as consultant on such projects as INSYNQ and Consultant shall mutually determine on the terms and conditions set forth in this agreement. 2. General Consulting Services; Member of Board of Directors. Consultant shall perform the following services at the request of INSYNQ's management: a. Strategic planning; b. Identify and pursue strategic alliances; c. Evaluate and develop cooperative venture proposals and participate in negotiations at the request of management;

d. Evaluate merger and acquisition proposals and participate in negotiations at the request of management; e. Travel to perform the aforesaid services as requested by management. 3. Non-Exclusive Services. Consultant will devote a part of his productive time and energy to the business of INSYNQ as reasonably necessary to perform the services described in this agreement. During the term of this agreement, Consultant may provide consulting services to other clients in businesses that may indirectly compete with INSYNQ. The parties recognize that the demands on Consultant's time to adequately perform the services hereunder will vary from time to time according to each project. Consultant will both use its best efforts to communicate with INSYNQ's management regarding any demands on Consultant's time or availability to the extent that the same can reasonably be anticipated.

d. Evaluate merger and acquisition proposals and participate in negotiations at the request of management; e. Travel to perform the aforesaid services as requested by management. 3. Non-Exclusive Services. Consultant will devote a part of his productive time and energy to the business of INSYNQ as reasonably necessary to perform the services described in this agreement. During the term of this agreement, Consultant may provide consulting services to other clients in businesses that may indirectly compete with INSYNQ. The parties recognize that the demands on Consultant's time to adequately perform the services hereunder will vary from time to time according to each project. Consultant will both use its best efforts to communicate with INSYNQ's management regarding any demands on Consultant's time or availability to the extent that the same can reasonably be anticipated. 4. Term. The term of this agreement is FOUR (4) months commencing September 16th, 2000 and ending January 15th, 2000. This agreement shall automatically renew for additional successive terms of Four (4) months by mutual agreement in writing. 5. Compensation of Consultant. A. Consultant's Expenses. All expenses incurred by Consultant in representing INSYNQ including, but not limited to, travel expense, entertainment, shall be paid by INSYNQ, provided Consultant receives prior written authorization from INSYNQ specifying the covered expense items for amounts over $1,000 for any given month. As to said reimbursable expense items, INSYNQ shall reimburse Consultant during the Calendar month immediately following the month in which such expense item is incurred upon presentation of receipts or other appropriate documentation. B. Consulting Fee. INSYNQ shall pay to Consultant a consulting fee during the term of this agreement of an option to purchase THREE HUNDRED THOUSAND SHARES (300,000) of Insynq common stock at a price of Thirty Cents Per Share (.30) such option shall be granted and fully earned by consultant at the commencement of the term. The shares shall be awarded as part of the Employees Stock Plan and filed as part of the S-8 registration. The option granted under this agreement must be exercised by consultant prior to September 30, 2000. C. Registration of Options and Shares. As soon as practicable, but no later than September 30, 2000 the Company shall file a registration statement on Form S-8 with the Securities and Exchange Commission registering the common stock awarded or underlying the options awarded 2 5. Status of Consultant as Independent Contractor. Consultant shall perform his services hereunder as an independent contractor. Consultant shall not be deemed an employee of INSYNQ for any purpose. INSYNQ is interested only in the results obtained by Consultant and, with the exception of general policy statements and regulations adopted by INSYNQ from time to time respecting the conduct of business hereunder, implemented for the purpose of insuring satisfactory performance of this Agreement and the preservation of INSYNQ's goodwill, INSYNQ shall have no control over the manner or means by which Consultant performs its services under this Agreement. Consultant shall have the obligation to supervise and control the persons hired or engaged by it and Consultant shall be solely responsible for the acts of its agents and/or employees. Consultant warrants and represents that all persons hired or engaged by Consultant shall be subject to each and all of the terms, provisions and conditions of this Agreement applying to Consultant. Consultant shall have, as between the parties, the exclusive right to select, engage, and fix the compensation of or discharge its agents and/or employees and shall, with respect to all such persons, perform all obligations and discharge all liabilities imposed upon employers under labor, wage-hours, workers compensation, unemployment compensation or insurance, social security and other federal, state, and municipal laws and regulations. Consultant shall not list the offices of INSYNQ as Consultant's place of business. 6. Limitation of Authority. Consultant's authority is strictly limited to the terms of this engagement as set forth in this agreement. Except as expressly provided herein, Consultant shall have no right or power to enter into a contract or commitment on behalf of INSYNQ or to bind or obligate or to incur obligations or liabilities on behalf

5. Status of Consultant as Independent Contractor. Consultant shall perform his services hereunder as an independent contractor. Consultant shall not be deemed an employee of INSYNQ for any purpose. INSYNQ is interested only in the results obtained by Consultant and, with the exception of general policy statements and regulations adopted by INSYNQ from time to time respecting the conduct of business hereunder, implemented for the purpose of insuring satisfactory performance of this Agreement and the preservation of INSYNQ's goodwill, INSYNQ shall have no control over the manner or means by which Consultant performs its services under this Agreement. Consultant shall have the obligation to supervise and control the persons hired or engaged by it and Consultant shall be solely responsible for the acts of its agents and/or employees. Consultant warrants and represents that all persons hired or engaged by Consultant shall be subject to each and all of the terms, provisions and conditions of this Agreement applying to Consultant. Consultant shall have, as between the parties, the exclusive right to select, engage, and fix the compensation of or discharge its agents and/or employees and shall, with respect to all such persons, perform all obligations and discharge all liabilities imposed upon employers under labor, wage-hours, workers compensation, unemployment compensation or insurance, social security and other federal, state, and municipal laws and regulations. Consultant shall not list the offices of INSYNQ as Consultant's place of business. 6. Limitation of Authority. Consultant's authority is strictly limited to the terms of this engagement as set forth in this agreement. Except as expressly provided herein, Consultant shall have no right or power to enter into a contract or commitment on behalf of INSYNQ or to bind or obligate or to incur obligations or liabilities on behalf of INSYNQ in any manner unless such authority is expressly granted in a writing duly executed by and on behalf of INSYNQ. Without limiting the generality of the foregoing, neither party shall have any authority to employ or engage the services of any person on behalf of the other. 7. Compliance with Laws. In performing its duties hereunder, Consultant and INSYNQ shall each shall comply with all applicable laws, ordinances, codes, regulations or orders as may be in effect in each jurisdiction in which services are performed, whether municipal, county, state or federal. 8. Confidentiality. During the performance of services under this agreement, Consultant will receive information regarding INSYNQ's business, including, but not limited to, information about INSYNQ's products, processes, know-how, designs, customers, customer lists, business plans, marketing plans and strategies, strategic partners, price lists and pricing strategies, and other subject matter pertaining to the business of INSYNQ and its clients, licensees and affiliates. Consultant acknowledges that such information constitutes valuable trade secrets belonging to INSYNQ and Consultant agrees to keep all such information confidential, except as INSYNQ may otherwise consent in writing, and not to disclose, or make any use of such confidential information (other than for the benefit of INSYNQ) at any time either during or subsequent to Consultant's engagement under this agreement. Upon termination of this agreement, Consultant shall account for and surrender to INSYNQ all records, samples, displays, books, price lists, customer lists and all 3

computer files, recording tapes, transcriptions, notebooks, or other media containing any information which is confidential and proprietary to INSYNQ, and all other property or things of value belonging to INSYNQ in Consultant's possession or under Consultant's control. The confidentiality provisions herein do not apply to information which Consultant can show by prior written documents (i) was in the public domain or publicly known or available prior to the date of disclosure, (ii) becomes generally available to the public other than as a result of a disclosure by Consultant, or its employees, agents, advisors, representative, and affiliates, or (iii) becomes available to Consultant on a non-confidential basis from a source other than any party named in this Agreement, or their respective advisors, provided that such sources are not known by Consultant to be bound by a confidentiality agreement with or obligation of secrecy to any party with respect to such information. 10. Arbitration. In the event that any disagreement or dispute arises between the parties hereto under any provision of this Agreement, such disagreement or dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. In the event the parties are unable to agree upon an arbitrator, each party shall select an arbitrator from the names of arbitrators in the Los Angeles area furnished by the American Arbitration Association for commercial arbitration. The arbitrators selected by each party shall then select a third arbitrator, who shall be the arbitrator of the dispute. A party may serve a document request calling for any document that would be discoverable in civil litigation. The party served with this request shall deliver the

computer files, recording tapes, transcriptions, notebooks, or other media containing any information which is confidential and proprietary to INSYNQ, and all other property or things of value belonging to INSYNQ in Consultant's possession or under Consultant's control. The confidentiality provisions herein do not apply to information which Consultant can show by prior written documents (i) was in the public domain or publicly known or available prior to the date of disclosure, (ii) becomes generally available to the public other than as a result of a disclosure by Consultant, or its employees, agents, advisors, representative, and affiliates, or (iii) becomes available to Consultant on a non-confidential basis from a source other than any party named in this Agreement, or their respective advisors, provided that such sources are not known by Consultant to be bound by a confidentiality agreement with or obligation of secrecy to any party with respect to such information. 10. Arbitration. In the event that any disagreement or dispute arises between the parties hereto under any provision of this Agreement, such disagreement or dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. In the event the parties are unable to agree upon an arbitrator, each party shall select an arbitrator from the names of arbitrators in the Los Angeles area furnished by the American Arbitration Association for commercial arbitration. The arbitrators selected by each party shall then select a third arbitrator, who shall be the arbitrator of the dispute. A party may serve a document request calling for any document that would be discoverable in civil litigation. The party served with this request shall deliver the requested documents and any objections to the party making the request therefor within five (5) business days of service of the request. The arbitrator may resolve any disputes over the exchange of documents. Thereafter, each party may take no more than three (3) depositions, each of which shall last no more than four hours. The arbitrator may resolve any dispute over the depositions as they would be resolved under the California Code of Civil Procedure. The arbitrator shall have the power to issue subpoenas for the attendance of witnesses and subpoenas duces tecum for the production of books, records, documents, and other evidence; to order depositions to be used as evidence; to enforce the rights, remedies, procedures, duties, liabilities, and obligations of discovery as if the arbitration were a civil action before a California superior court; to administer oaths to parties and witnesses; to enter and serve a written award within five business days after the arbitration hearing is concluded; and to correct the award on the grounds for correction stated in California Code of Civil Procedure sections 1286.6 (a) and (c) within ten (10) days after serving a signed copy of the award on the party asking for correction. The award rendered by the arbitrator shall be final and binding and judgment on the award may be entered in any court having jurisdiction thereof. If any party fails or refuses to appear or participate in the arbitration proceedings, the arbitrators may decide the dispute on the evidence presented in the proceedings by the other party or parties to the dispute. The arbitrators will have the power to award to any party or parties to the dispute any sums for costs, expenses, and attorneys' fees that the arbitrators deem proper. Any arbitration proceeding hereunder shall be held in the County of Los Angeles. 4 11. Miscellaneous. A. No Assignment. The services of Consultant under this agreement are unique and of unusual value to INSYNQ based on the personal skills and expertise possessed by Consultant and its key employees. Consultant shall not assign this agreement or its rights hereunder without the written consent of INSYNQ. INSYNQ shall not assign this agreement or its rights hereunder without the written consent of Consultant. B. Governing Law. The laws of the State of Washington applicable to contracts made and to be performed in the State of Washington shall govern in any dispute arising out of or under this appointment or any sales made by INSYNQ. C. Hold Harmless. Each party shall indemnify and hold the other harmless from and against any and all liability, loss, costs, expenses, including without limitation reasonable attorneys' fees and costs of suit, or damages however caused by reason of any injury (whether to body, property, or personal of business character or reputation) sustained by any person or to any person or to property by reason of any act, neglect, default, or omission of said party or any of its employees, agents or representatives. Nothing herein is intended to nor shall it relieve either party from liability for its own act(s), omission, or negligence. D. Notices. Any notices to be given pursuant to this agreement by either party shall be in writing and shall be

11. Miscellaneous. A. No Assignment. The services of Consultant under this agreement are unique and of unusual value to INSYNQ based on the personal skills and expertise possessed by Consultant and its key employees. Consultant shall not assign this agreement or its rights hereunder without the written consent of INSYNQ. INSYNQ shall not assign this agreement or its rights hereunder without the written consent of Consultant. B. Governing Law. The laws of the State of Washington applicable to contracts made and to be performed in the State of Washington shall govern in any dispute arising out of or under this appointment or any sales made by INSYNQ. C. Hold Harmless. Each party shall indemnify and hold the other harmless from and against any and all liability, loss, costs, expenses, including without limitation reasonable attorneys' fees and costs of suit, or damages however caused by reason of any injury (whether to body, property, or personal of business character or reputation) sustained by any person or to any person or to property by reason of any act, neglect, default, or omission of said party or any of its employees, agents or representatives. Nothing herein is intended to nor shall it relieve either party from liability for its own act(s), omission, or negligence. D. Notices. Any notices to be given pursuant to this agreement by either party shall be in writing and shall be deemed given as follows: (a) when personally delivered to the intended recipient; (b) when sent by certified or registered mail, upon the date on which a return receipt was signed by the intended recipient; (c) twenty-four (24) hours after deposit for next day delivery, properly addressed, postage and/or fees prepaid or charged to the sender's account, with the United States Postal Service Express Mail, Federal Express, United Parcel Service, DHL WorldWide Express, Airborne Express, or other equivalent carrier (unless said twenty-four hour period expires on a Sunday or legal holiday, in which case Notice shall be deemed given forty-eight (48) hours after deposit with a carrier named above); (d) when transmitted by electronic means, and such transmission is electronically confirmed by the intended recipient as having been received; or (e) when transmitted or delivered by any of the means described in Section 12.D(a) through (d), and the party accepting or signing for said delivery or confirming receipt thereof at the home or office of the intended recipient is a party whom the sender has reason to believe will promptly communicate the notice to the recipient. 5

For purposes of mail or overnight delivery, a properly addressed notice shall be addressed as follows: To INSYNQ: John P. Gorst, Chief Executive Officer INSYNQ Management, Inc. To Consultant: E. Waiver of Breach. The waiver by INSYNQ or Consultant of the breach of any provision of this agreement by the other party, or the failure to exercise any right granted under this agreement shall not operate or be construed as the waiver of any subsequent breach by the other party or the waiver of the right to exercise any such right in the future. F. Entire Agreement. This agreement, together with any promotion orders executed by the parties pursuant to this agreement, sets forth the entire understanding and agreement between the parties with respect to the services to be performed for INSYNQ by Consultant. No modification or amendment to any of the provisions of this agreement shall have any force or effect unless in writing and signed by both parties.

For purposes of mail or overnight delivery, a properly addressed notice shall be addressed as follows: To INSYNQ: John P. Gorst, Chief Executive Officer INSYNQ Management, Inc. To Consultant: E. Waiver of Breach. The waiver by INSYNQ or Consultant of the breach of any provision of this agreement by the other party, or the failure to exercise any right granted under this agreement shall not operate or be construed as the waiver of any subsequent breach by the other party or the waiver of the right to exercise any such right in the future. F. Entire Agreement. This agreement, together with any promotion orders executed by the parties pursuant to this agreement, sets forth the entire understanding and agreement between the parties with respect to the services to be performed for INSYNQ by Consultant. No modification or amendment to any of the provisions of this agreement shall have any force or effect unless in writing and signed by both parties. G. Binding Effect. Subject to the restriction upon assignment by Consultant contained in paragraph 12.A hereof, this Agreement shall be binding upon and inure to the benefit of the heirs, executors, personal representatives, successors and assigns of the parties hereto. H. Titles. The headings or titles to the paragraphs of this appointment are intended for convenience only and shall have no effect upon the construction or interpretation of any part of this Agreement. I. Attorneys' Fees. In the event that any arbitration shall be commenced by either party arising out of the interpretation or enforcement of this agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees and costs of suit incurred therein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers on the day first above written. INSYNQ MANAGEMENT, INC.
By: /s/ John P. Gorst ---------------------------------------John P. Gorst, Chief Executive Officer

CONSULTANT
By: /s/ Steven Tebo ---------------------------------------Steven Tebo

6

Exhibit 10.46 INDEPENDENT CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into at Tacoma, Washington this 16th day of September, 2000, by and between Insynq Inc., a Delaware corporation (hereinafter referred to as "Insynq"), and Franklin Fisher, an individual (hereinafter referred to as "Consultant"). This Agreement is made with reference to the following facts and objectives:

Exhibit 10.46 INDEPENDENT CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into at Tacoma, Washington this 16th day of September, 2000, by and between Insynq Inc., a Delaware corporation (hereinafter referred to as "Insynq"), and Franklin Fisher, an individual (hereinafter referred to as "Consultant"). This Agreement is made with reference to the following facts and objectives: RECITALS WHEREAS, Insynq core business includes ASP Solutions and proprietary technology; and WHEREAS, Consultant is known by INSYNQ to possess the knowledge of the relevant industries, have substantial contacts within those industries, and to possess the creative wherewithal to create new revenue streams for or add value to INSYNQ by identifying new or additional strategic partners, and through keeping INSYNQ at the forefront of new markets created by emerging technologies, and by presenting new business opportunities through joint ventures with outside companies or parties; and WHEREAS, Consultant desires to invest a substantial portion of his time and energies to help INSYNQ meet these goals and INSYNQ desires to engage Consultant's services; and WHEREAS, INSYNQ and Consultant desire to enter into this agreement whereby Consultant will furnish services to INSYNQ, and INSYNQ will compensate Consultant, on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the foregoing and the covenants and premises hereinafter set forth to be performed hereunder, and intending to be legally bound, the parties agree as follows: AGREEMENT 1. Engagement of Consultant. In addition to the general consulting services set forth in paragraph 2 herein, INSYNQ hereby retains the services of Consultant, and Consultant hereby accepts its engagement, to act as consultant on such projects as INSYNQ and Consultant shall mutually determine on the terms and conditions set forth in this agreement. 2. General Consulting Services; Member of Board of Directors. Consultant shall perform the following services at the request of INSYNQ's management: a. Strategic planning; b. Identify and pursue strategic alliances; c. Evaluate and develop cooperative venture proposals and participate in negotiations at the request of management;

d. Evaluate merger and acquisition proposals and participate in negotiations at the request of management; e. Travel to perform the aforesaid services as requested by management. 3. Non-Exclusive Services. Consultant will devote a part of his productive time and energy to the business of INSYNQ as reasonably necessary to perform the services described in this agreement. During the term of this agreement, Consultant may provide consulting services to other clients in businesses that may indirectly compete with INSYNQ. The parties recognize that the demands on Consultant's time to adequately perform the services hereunder will vary from time to time according to each project. Consultant will both use its best efforts to communicate with INSYNQ's management regarding any demands on Consultant's time or availability to the extent that the same can reasonably be anticipated.

d. Evaluate merger and acquisition proposals and participate in negotiations at the request of management; e. Travel to perform the aforesaid services as requested by management. 3. Non-Exclusive Services. Consultant will devote a part of his productive time and energy to the business of INSYNQ as reasonably necessary to perform the services described in this agreement. During the term of this agreement, Consultant may provide consulting services to other clients in businesses that may indirectly compete with INSYNQ. The parties recognize that the demands on Consultant's time to adequately perform the services hereunder will vary from time to time according to each project. Consultant will both use its best efforts to communicate with INSYNQ's management regarding any demands on Consultant's time or availability to the extent that the same can reasonably be anticipated. 4. Term. The term of this agreement is for FOUR (4) months commencing September 16th, 2000 and ending January 15th, 2000. This agreement shall automatically renew for additional successive terms of FOUR (4) months by mutual agreement in writing. 5. Compensation of Consultant. A. Consultant's Expenses. All expenses incurred by Consultant in representing INSYNQ including, but not limited to, travel expense, entertainment, shall be paid by INSYNQ, provided Consultant receives prior written authorization from INSYNQ specifying the covered expense items for amounts over $1,000 for any given month. As to said reimbursable expense items, INSYNQ shall reimburse Consultant during the Calendar month immediately following the month in which such expense item is incurred upon presentation of receipts or other appropriate documentation. B. Consulting Fee. INSYNQ shall pay to Consultant a consulting fee during the term of this agreement of an option to purchase THREE HUNDRED THOUSAND SHARES (300,000) of Insynq common stock at a price of Thirty Cents Per Share (.30) such option shall be granted and fully earned by consultant at the commencement of the term. The shares shall be awarded as part of the Employees Stock Plan and filed as part of the S-8 registration. The option granted under this agreement must be exercised by consultant prior to September 30, 2000. C. Registration of Options and Shares. As soon as practicable, but no later than September 30, 2000 the Company shall file a registration statement on Form S-8 with the Securities and Exchange Commission registering the common stock awarded or underlying the options awarded 2 5. Status of Consultant as Independent Contractor. Consultant shall perform his services hereunder as an independent contractor. Consultant shall not be deemed an employee of INSYNQ for any purpose. INSYNQ is interested only in the results obtained by Consultant and, with the exception of general policy statements and regulations adopted by INSYNQ from time to time respecting the conduct of business hereunder, implemented for the purpose of insuring satisfactory performance of this Agreement and the preservation of INSYNQ's goodwill, INSYNQ shall have no control over the manner or means by which Consultant performs its services under this Agreement. Consultant shall have the obligation to supervise and control the persons hired or engaged by it and Consultant shall be solely responsible for the acts of its agents and/or employees. Consultant warrants and represents that all persons hired or engaged by Consultant shall be subject to each and all of the terms, provisions and conditions of this Agreement applying to Consultant. Consultant shall have, as between the parties, the exclusive right to select, engage, and fix the compensation of or discharge its agents and/or employees and shall, with respect to all such persons, perform all obligations and discharge all liabilities imposed upon employers under labor, wage-hours, workers compensation, unemployment compensation or insurance, social security and other federal, state, and municipal laws and regulations. Consultant shall not list the offices of INSYNQ as Consultant's place of business. 6. Limitation of Authority. Consultant's authority is strictly limited to the terms of this engagement as set forth in this agreement. Except as expressly provided herein, Consultant shall have no right or power to enter into a contract or commitment on behalf of INSYNQ or to bind or obligate or to incur obligations or liabilities on behalf

5. Status of Consultant as Independent Contractor. Consultant shall perform his services hereunder as an independent contractor. Consultant shall not be deemed an employee of INSYNQ for any purpose. INSYNQ is interested only in the results obtained by Consultant and, with the exception of general policy statements and regulations adopted by INSYNQ from time to time respecting the conduct of business hereunder, implemented for the purpose of insuring satisfactory performance of this Agreement and the preservation of INSYNQ's goodwill, INSYNQ shall have no control over the manner or means by which Consultant performs its services under this Agreement. Consultant shall have the obligation to supervise and control the persons hired or engaged by it and Consultant shall be solely responsible for the acts of its agents and/or employees. Consultant warrants and represents that all persons hired or engaged by Consultant shall be subject to each and all of the terms, provisions and conditions of this Agreement applying to Consultant. Consultant shall have, as between the parties, the exclusive right to select, engage, and fix the compensation of or discharge its agents and/or employees and shall, with respect to all such persons, perform all obligations and discharge all liabilities imposed upon employers under labor, wage-hours, workers compensation, unemployment compensation or insurance, social security and other federal, state, and municipal laws and regulations. Consultant shall not list the offices of INSYNQ as Consultant's place of business. 6. Limitation of Authority. Consultant's authority is strictly limited to the terms of this engagement as set forth in this agreement. Except as expressly provided herein, Consultant shall have no right or power to enter into a contract or commitment on behalf of INSYNQ or to bind or obligate or to incur obligations or liabilities on behalf of INSYNQ in any manner unless such authority is expressly granted in a writing duly executed by and on behalf of INSYNQ. Without limiting the generality of the foregoing, neither party shall have any authority to employ or engage the services of any person on behalf of the other. 7. Compliance with Laws. In performing its duties hereunder, Consultant and INSYNQ shall each shall comply with all applicable laws, ordinances, codes, regulations or orders as may be in effect in each jurisdiction in which services are performed, whether municipal, county, state or federal. 8. Confidentiality. During the performance of services under this agreement, Consultant will receive information regarding INSYNQ's business, including, but not limited to, information about INSYNQ's products, processes, know-how, designs, customers, customer lists, business plans, marketing plans and strategies, strategic partners, price lists and pricing strategies, and other subject matter pertaining to the business of INSYNQ and its clients, licensees and affiliates. Consultant acknowledges that such information constitutes valuable trade secrets belonging to INSYNQ and Consultant agrees to keep all such information confidential, except as INSYNQ may otherwise consent in writing, and not to disclose, or make any use of such confidential information (other than for the benefit of INSYNQ) at any time either during or subsequent to Consultant's engagement under this agreement. Upon termination of this agreement, Consultant shall account for and surrender to INSYNQ all records, samples, displays, books, price lists, customer lists and all 3

computer files, recording tapes, transcriptions, notebooks, or other media containing any information which is confidential and proprietary to INSYNQ, and all other property or things of value belonging to INSYNQ in Consultant's possession or under Consultant's control. The confidentiality provisions herein do not apply to information which Consultant can show by prior written documents (i) was in the public domain or publicly known or available prior to the date of disclosure, (ii) becomes generally available to the public other than as a result of a disclosure by Consultant, or its employees, agents, advisors, representative, and affiliates, or (iii) becomes available to Consultant on a non-confidential basis from a source other than any party named in this Agreement, or their respective advisors, provided that such sources are not known by Consultant to be bound by a confidentiality agreement with or obligation of secrecy to any party with respect to such information. 10. Arbitration. In the event that any disagreement or dispute arises between the parties hereto under any provision of this Agreement, such disagreement or dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. In the event the parties are unable to agree upon an arbitrator, each party shall select an arbitrator from the names of arbitrators in the Los Angeles area furnished by the American Arbitration Association for commercial arbitration. The arbitrators selected by each party shall then select a third arbitrator, who shall be the arbitrator of the dispute. A party may serve a document request calling for any document that would be discoverable in civil litigation. The party served with this request shall deliver the

computer files, recording tapes, transcriptions, notebooks, or other media containing any information which is confidential and proprietary to INSYNQ, and all other property or things of value belonging to INSYNQ in Consultant's possession or under Consultant's control. The confidentiality provisions herein do not apply to information which Consultant can show by prior written documents (i) was in the public domain or publicly known or available prior to the date of disclosure, (ii) becomes generally available to the public other than as a result of a disclosure by Consultant, or its employees, agents, advisors, representative, and affiliates, or (iii) becomes available to Consultant on a non-confidential basis from a source other than any party named in this Agreement, or their respective advisors, provided that such sources are not known by Consultant to be bound by a confidentiality agreement with or obligation of secrecy to any party with respect to such information. 10. Arbitration. In the event that any disagreement or dispute arises between the parties hereto under any provision of this Agreement, such disagreement or dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. In the event the parties are unable to agree upon an arbitrator, each party shall select an arbitrator from the names of arbitrators in the Los Angeles area furnished by the American Arbitration Association for commercial arbitration. The arbitrators selected by each party shall then select a third arbitrator, who shall be the arbitrator of the dispute. A party may serve a document request calling for any document that would be discoverable in civil litigation. The party served with this request shall deliver the requested documents and any objections to the party making the request therefor within five (5) business days of service of the request. The arbitrator may resolve any disputes over the exchange of documents. Thereafter, each party may take no more than three (3) depositions, each of which shall last no more than four hours. The arbitrator may resolve any dispute over the depositions as they would be resolved under the California Code of Civil Procedure. The arbitrator shall have the power to issue subpoenas for the attendance of witnesses and subpoenas duces tecum for the production of books, records, documents, and other evidence; to order depositions to be used as evidence; to enforce the rights, remedies, procedures, duties, liabilities, and obligations of discovery as if the arbitration were a civil action before a California superior court; to administer oaths to parties and witnesses; to enter and serve a written award within five business days after the arbitration hearing is concluded; and to correct the award on the grounds for correction stated in California Code of Civil Procedure sections 1286.6 (a) and (c) within ten (10) days after serving a signed copy of the award on the party asking for correction. The award rendered by the arbitrator shall be final and binding and judgment on the award may be entered in any court having jurisdiction thereof. If any party fails or refuses to appear or participate in the arbitration proceedings, the arbitrators may decide the dispute on the evidence presented in the proceedings by the other party or parties to the dispute. The arbitrators will have the power to award to any party or parties to the dispute any sums for costs, expenses, and attorneys' fees that the arbitrators deem proper. Any arbitration proceeding hereunder shall be held in the County of Los Angeles. 4 11. Miscellaneous. A. No Assignment. The services of Consultant under this agreement are unique and of unusual value to INSYNQ based on the personal skills and expertise possessed by Consultant and its key employees. Consultant shall not assign this agreement or its rights hereunder without the written consent of INSYNQ. INSYNQ shall not assign this agreement or its rights hereunder without the written consent of Consultant. B. Governing Law. The laws of the State of Washington applicable to contracts made and to be performed in the State of Washington shall govern in any dispute arising out of or under this appointment or any sales made by INSYNQ. C. Hold Harmless. Each party shall indemnify and hold the other harmless from and against any and all liability, loss, costs, expenses, including without limitation reasonable attorneys' fees and costs of suit, or damages however caused by reason of any injury (whether to body, property, or personal of business character or reputation) sustained by any person or to any person or to property by reason of any act, neglect, default, or omission of said party or any of its employees, agents or representatives. Nothing herein is intended to nor shall it relieve either party from liability for its own act(s), omission, or negligence. D. Notices. Any notices to be given pursuant to this agreement by either party shall be in writing and shall be

11. Miscellaneous. A. No Assignment. The services of Consultant under this agreement are unique and of unusual value to INSYNQ based on the personal skills and expertise possessed by Consultant and its key employees. Consultant shall not assign this agreement or its rights hereunder without the written consent of INSYNQ. INSYNQ shall not assign this agreement or its rights hereunder without the written consent of Consultant. B. Governing Law. The laws of the State of Washington applicable to contracts made and to be performed in the State of Washington shall govern in any dispute arising out of or under this appointment or any sales made by INSYNQ. C. Hold Harmless. Each party shall indemnify and hold the other harmless from and against any and all liability, loss, costs, expenses, including without limitation reasonable attorneys' fees and costs of suit, or damages however caused by reason of any injury (whether to body, property, or personal of business character or reputation) sustained by any person or to any person or to property by reason of any act, neglect, default, or omission of said party or any of its employees, agents or representatives. Nothing herein is intended to nor shall it relieve either party from liability for its own act(s), omission, or negligence. D. Notices. Any notices to be given pursuant to this agreement by either party shall be in writing and shall be deemed given as follows: (a) when personally delivered to the intended recipient; (b) when sent by certified or registered mail, upon the date on which a return receipt was signed by the intended recipient; (c) twenty-four (24) hours after deposit for next day delivery, properly addressed, postage and/or fees prepaid or charged to the sender's account, with the United States Postal Service Express Mail, Federal Express, United Parcel Service, DHL WorldWide Express, Airborne Express, or other equivalent carrier (unless said twenty-four hour period expires on a Sunday or legal holiday, in which case Notice shall be deemed given forty-eight (48) hours after deposit with a carrier named above); (d) when transmitted by electronic means, and such transmission is electronically confirmed by the intended recipient as having been received; or (e) when transmitted or delivered by any of the means described in Section 12.D(a) through (d), and the party accepting or signing for said delivery or confirming receipt thereof at the home or office of the intended recipient is a party whom the sender has reason to believe will promptly communicate the notice to the recipient. 5

For purposes of mail or overnight delivery, a properly addressed notice shall be addressed as follows: To INSYNQ: John P. Gorst, Chief Executive Officer INSYNQ Management, Inc. To Consultant: Franklin Fisher 5433 Westheimer, Suite 500 Houston, Texas 77056 E. Waiver of Breach. The waiver by INSYNQ or Consultant of the breach of any provision of this agreement by the other party, or the failure to exercise any right granted under this agreement shall not operate or be construed as the waiver of any subsequent breach by the other party or the waiver of the right to exercise any such right in the future.

For purposes of mail or overnight delivery, a properly addressed notice shall be addressed as follows: To INSYNQ: John P. Gorst, Chief Executive Officer INSYNQ Management, Inc. To Consultant: Franklin Fisher 5433 Westheimer, Suite 500 Houston, Texas 77056 E. Waiver of Breach. The waiver by INSYNQ or Consultant of the breach of any provision of this agreement by the other party, or the failure to exercise any right granted under this agreement shall not operate or be construed as the waiver of any subsequent breach by the other party or the waiver of the right to exercise any such right in the future. F. Entire Agreement. This agreement, together with any promotion orders executed by the parties pursuant to this agreement, sets forth the entire understanding and agreement between the parties with respect to the services to be performed for INSYNQ by Consultant. No modification or amendment to any of the provisions of this agreement shall have any force or effect unless in writing and signed by both parties. G. Binding Effect. Subject to the restriction upon assignment by Consultant contained in paragraph 12.A hereof, this Agreement shall be binding upon and inure to the benefit of the heirs, executors, personal representatives, successors and assigns of the parties hereto. H. Titles. The headings or titles to the paragraphs of this appointment are intended for convenience only and shall have no effect upon the construction or interpretation of any part of this Agreement. I. Attorneys' Fees. In the event that any arbitration shall be commenced by either party arising out of the interpretation or enforcement of this agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees and costs of suit incurred therein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers on the day first above written. 6

INSYNQ MANAGEMENT, INC.
By: /s/ John P. Gorst ---------------------------------------John P. Gorst, Chief Executive Officer

CONSULTANT
By: /s/ Franklin Fisher ---------------------------------------Franklin Fisher

7
ARTICLE 5

INSYNQ MANAGEMENT, INC.
By: /s/ John P. Gorst ---------------------------------------John P. Gorst, Chief Executive Officer

CONSULTANT
By: /s/ Franklin Fisher ---------------------------------------Franklin Fisher

7
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

3 MOS MAY 31 2000 JUN 1 2000 AUG 31 2000 15,000 0 113,825 9,920 13,064 174,370 1,127,265 72,357 1,541,137 1,493,952 325,000 0 0 20,354 (1,750,871) 1,541,137 4,740 67,761 4,905 274,381 2,366,154 0 236,291 0 0 (2,808,499) 0 0 0 (2,808,499) (0.14) (0.07)

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

3 MOS MAY 31 2000 JUN 1 2000 AUG 31 2000 15,000 0 113,825 9,920 13,064 174,370 1,127,265 72,357 1,541,137 1,493,952 325,000 0 0 20,354 (1,750,871) 1,541,137 4,740 67,761 4,905 274,381 2,366,154 0 236,291 0 0 (2,808,499) 0 0 0 (2,808,499) (0.14) (0.07)