Amending Agreement
of December 2, 2001,
amending the
Managed Services Agreement
of December 1, 2001,
between
Omnibus Canada Corporation, an Ontario Corporation
(`Omnibus') doing Business in Toronto, Canada,
and
InsynQ Inc., a Delaware Corporation
(`InsynQ') doing Business in Tacoma, Washington,
WHEREAS InsynQ and Omnibus (the `Parties') have entered into a Managed Services
Agreement (the `Agreement') dated December 1, 2001, in which certain capitalized
terms have been defined and are used here with the same meaning, and
WHEREAS InsynQ is to provide Services and carry out other tasks under said
Agreement, and
WHEREAS it is convenient for both InsynQ and Omnibus to have Omnibus instead
carry out certain of these tasks, and
WHEREAS neither InsynQ nor Omnibus regards Omnibus carrying out these tasks as
being a material change of the business arrangement or consideration described
in the Agreement
THEREFORE for consideration received do InsynQ and Omnibus (the `Parties')
hereby enter into this amending agreement to the Managed Services Agreement (the
`Amending Agreement') as follows:
Paragraph 4.1 is amended to read:
The fees earned by InsynQ for the Services are US$16,550 per month (the
`Fees') as illustrated in Schedule `B' hereto, except that in January,
2002, the Fees are US$16,550 less US$2,800, which equals US$13,750.
Paragraph 4.2 is amended to read:
InsynQ will invoice Omnibus on a monthly basis for the Fees, and Omnibus
will forthwith remit same, less amounts set aside for disbursements that
InsynQ shall cause Omnibus to make pursuant to Paragraphs 5.1, 6.4 and 7.2
of the Agreement, via wire transfer to InsynQ's bank, as illustrated in
Schedule `B' hereto. Notwithstanding the aforesaid, the Parties agree that
said wire transfers will be made in amounts and at times consistent with
Omnibus' cash needs (the `Remittances').
Paragraph 5.1 is amended to read:
Out of Remittances, InsynQ shall cause Omnibus to make directly all of the
requisite payments (the `Payments') to the current suppliers and service
providers of Omnibus, these Payments to be on a timely basis according to
their credit terms, estimates of which payments are illustrated in Schedule
`B' hereto.
Paragraph 6.1 is amended to read:
Dejan Savic will continue to be an employee of Omnibus.
Paragraph 6.2 is amended to read:
Arman Boduryan will continue to be an employee of Omnibus.
Paragraph 6.4 is amended to read:
InsynQ shall cause Omnibus to make directly all of the requisite net
payroll payments to the Employees, shall cause Omnibus to make the
corresponding monthly payroll tax remittances on behalf of the Employees to
the appropriate Government of Canada agency (these payments and remittances
together being the `Payroll'), shall cause Omnibus to maintain appropriate
records of same, and shall cause Omnibus to issue T4 slips on an annual
basis to the Employees, such payments and remittances to be made as
required commencing December 1, 2001, as illustrated in Schedule `B' hereto
.
Paragraph 7.2 is amended to read:
InsynQ will from December 1, 2001, onward, deal directly with the
Liabilities as set out in Schedule `C' and hereby covenants to provide a
total of US$220,000 over a period of 47 (forty seven) months in monthly
payments towards the Liabilities of not less than CDN$4,000, the latter
minimum being implemented through InsynQ causing Omnibus to disburse at
least CDN$4,000 per month towards the Liabilities, said disbursements to
commence April 15, 2002, and end February 15, 2006, as illustrated in
Schedule `B' hereto.
Schedule `B' is amended to read:
SCHEDULE 'B'
- ------------
US$ 1.00 = CDN$1.60 CDN$ US$
-------
MANAGED SERVICES AGREEMENT FEES 16,550
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LESS DISBURSEMENTS TO BE MADE BY OMNIBUS...
DATA CENTER STAFF
Dejan Savic - including payroll benefits 3,194 1,996
Arman Boduryan - including payroll benefits 3,194 1,996
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TOTAL DATA CENTER STAFF 6,388 6,388 3,992 3,992
TRADE EXPENSES
ADSL Paracom 61 38
Pagers - Engineers & Help Desk 31 19
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TOTAL TRADE EXPENSES 92 92 58 58
DEBT RETIREMENT 4,000 4,000 2,500 2,500
-------------
-------------
NET REMITTANCE TO INSYNQ 10,000
-------------
This Amending Agreement represents the complete agreement of the Parties with
respect to amending the Agreement, shall be interpreted under the laws of
Ontario, Canada, and can be amended only by a further written amending agreement
executed by the Parties.
AGREED to by the Parties, as of this 2nd Day of December, 2002,
For InsynQ, Inc. For Omnibus Canada Corporation
/s/ John P. Gorst /s/Donald M. Kaplan
- --------------------------------- --------------------------------
John P. Gorst, President Donald M. Kaplan, President
- --------------------------------- --------------------------------
Date 12/02/01 Date 12/02/01