Exhibit 4.98
                AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT

     This Amendment No. 2 to Securities Purchase Agreement (this "AMENDMENT"),
dated May 21, 2003, is made by and among Insynq, Inc., a Delaware corporation
with its headquarters located at 1127 Broadway Plaza, Suite 10, Tacoma,
Washington 98402 (the "COMPANY") and AJW Partners, LLC, New Millennium Capital
Partners II, LLC, AJW Offshore, Ltd. (formerly AJW/New Millennium Offshore,
Ltd.) and AJW Qualified Partners, LLC (formerly Pegasus Capital Partners, LLC)
(collectively, the "INVESTORS").

     WHEREAS:

     The Company and the Investors are parties to that certain Securities
Purchase Agreement, dated January 24, 2002, as amended by Amendment No. 1 to
Securities Purchase Agreement, dated April 8, 2002, by and among the Company and
the Investors (the "SECURITIES PURCHASE AGREEMENT"); and

     The Company and the Investors desire to amend the Securities Purchase
Agreement as set forth below.

     NOW, THEREFORE, the Company and the Investors hereby agree as follows:

     1. AMENDMENT OF SECTION 8(G) OF THE SECURITIES PURCHASE AGREEMENT.
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     Section 8(g) of the Securities Purchase Agreement is hereby amended and
restated to read in its entirety as follows:


     "(G) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
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to the benefit of theparties and their successors and assigns. Neither the
Company nor any Buyer shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other; provided however, that
subject to Section 2(f), any Buyer may assign its rights hereunder (including,
but not limited to, the Buyer's rights in connection with any breach or alleged
breach by the Company of any of its representations, warranties and covenants
hereunder) to any person that purchases Securities in a private transaction from
a Buyer or to any of its "affiliates," as that term is defined under the 1934
Act, without the consent of the Company."

     2. AMENDMENT OF SECTION 8(I) OF THE SECURITIES PURCHASE AGREEMENT.
        --------------------------------------------------------------

     Section 8(i) of the Securities Purchase Agreement is hereby amended and
restated to read in its entirety as follows:


     "(I) SURVIVAL. The representations and warranties of the Company and the
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agreements and covenants set forth in Sections 3, 4, 5 and 8 shall survive the
closing hereunder notwithstanding any due diligence investigation conducted by
or on behalf of the Buyers for a period of two (2) years from the date that the
subsequent investment is completed pursuant to Section 4(l) hereof. The Company
agrees to indemnify and hold harmless each of the Buyers and all their officers,
directors, employees, agents and permitted assigns under Section 8(g) hereof for
loss or damage arising as a result of or related to any breach or alleged breach
by the Company of any of its representations, warranties and covenants set forth
in Sections 3 and 4
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hereof or any of its covenants and obligations under this
Agreement or the Registration Rights Agreement, including advancement of
expenses as they are incurred."

     3. NO OTHER PROVISIONS OR DOCUMENTS AFFECTED HEREBY. This Amendment does
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not affect any other provisions of the Securities Purchase Agreement or the
provisions of any other document entered into in connection with the
transactions set forth therein.





                            [Signature Page Follows]







     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first written above.

INSYNQ, INC.

/s/ John P. Gorst
- --------------------------------------
John P. Gorst
Chief Executive Offer


AJW PARTNERS, LLC
By:  SMS Group, LLC

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


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


- --------------------------------------
Corey S. Ribotsky
Manager

AJW QUALIFIED PARTNERS, LLC
By:  AJW Manager, LLC


- ------------------------------------
Corey S. Ribotsky
Manager

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


- ------------------------------------
Corey S. Ribotsky
Manager