AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT



                  This Amendment No. 2 to Securities Purchase Agreement dated as
of May 14, 2002 shall serve to amend the Securities Purchase Agreement dated as
of January 24, 2002, as amended by Amendment No. 1 to Securities Purchase
Agreement dated as of April 8, 2002 (as amended, the "Agreement"), by and among
Insynq, Inc., a Delaware corporation with its headquarters located at 1127
Broadway Plaza, Suite 10, Tacoma, Washington 98402, and each of the purchasers
set forth in the Agreement (collectively, the "Buyers"). Capitalized terms used
herein shall have the meanings set forth in the Agreement.

1.   The  undersigned  parties  hereby  agree  that,  to  the  extent  that  the
     Agreement, or any of the documents executed  contemporaneously with, and as
     part of the same transaction contemplated by, the Agreement,  including but
     not limited to the Registration  Rights  Agreement,  the Debentures and the
     Warrants  (collectively with the Agreement,  the "Transaction  Documents"),
     contain any  provisions  which  provide the Buyers with the option of being
     paid any amounts on account of interest or  penalties  in cash or in shares
     of Common Stock, the Buyers hereby elect to be paid, and the Company agrees
     to pay to Buyers, such amounts in cash.

2.   All other  provisions  of the  Transaction  Documents  shall remain in full
     force and effect.



                            [Signature Page Follows]






                  IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date set forth above.


                                            INSYNQ, INC.


By:/s/ John P. Gorst
- --------------------
John Gorst
Chief Executive Officer

AJW PARTNERS, LLC
By: SMS Group, LLC


By:/s/ Corey S. Ribotsky
- ------------------------
Corey S. Ribotsky
Manager

NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC


By:/s/ Corey S. Ribotsky
- ------------------------
Corey S. Ribotsky
Manager

AJW/NEW MILLENNIUM
OFFSHORE, LTD.
By: First Street Manager II, LLC


By:/s/ Corey S. Ribotsky
- ------------------------
Corey S. Ribotsky
Manager

PEGASUS CAPITAL PARTNERS, LLC
By: Pegasus Manager, LLC


By:/s/ Corey S. Ribotsky
- ------------------------
Corey S. Ribotsky
Manager