Exhibit 4.1

                              CONSULTING AGREEMENT

         AGREEMENT, made this 5th day of November 2005 by and between Insynq,
Inc. (hereinafter the "Company") having its principal place of business at 1127
Broadway Plaza, Suite 202, Tacoma, WA 98402, and Cliff Mastricola., (hereinafter
the "Consultant"), having his principal place of business at 2190 Carmel Valley
Road, Del Mar, California 92014. The Agreement will become effective on the
first day the consultation commences.

         WHEREAS, the Company desires to retain the Consultant for consulting
services in connection with the Company's business affairs on a non-exclusive
basis, and the Consultant is willing to undertake to provide such services as
hereinafter fully set forth:


                                   WITNESSETH


         NOW THEREFORE, the parties agree as follows:

1.                NATURE OF SERVICES: The Company hereby engages the Consultant
                  to render the services hereinafter described during the term
                  hereof (it's being understood and agreed that the Consultant
                  is free tender the same or similar services to any other
                  entity selected by it):

(a)               Consult with the Company concerning on-going strategic
                  corporate planning, including any revision of the Company's
                  business plan.

(b)               Render advice with respect to leasing.

(c)               Assist in negotiation of contracts with suppliers and major
                  customers when so required by the Company.

(d)               Consult with and advise the Company with regards to potential
                  mergers and acquisitions, whether the Company be the acquiring
                  Company or the target of acquisition.

(e)               Review press releases whenever appropriate to be made
                  available to the press in general, customers, suppliers and
                  selected NASD broker/dealers, financial institutions, and the
                  Company's shareholders.

(f)               Evaluate the Company's managerial, marketing and sales
                  requirements


2.                RESPONSIBILITIES OF THE COMPANY: The Company shall provide the
                  Consultant with all financial and business information about
                  the Company as reasonably requested by the Consultant in a
                  timely manner. In addition, executive officers and directors
                  of the Company shall make themselves available for personal
                  consultations either with the Consultant and/or third party
                  designees, subject to reasonable prior notice, pursuant to the
                  request of the Consultant.

3.                COMPENSATION: For corporate advisory services, due diligence
                  and other services which will be provided to the Company from
                  time to time over the course of our
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                  engagement, the parties mutually agree that the Consultant
                  will be entitled to the following compensation:

(a)               For  business   development,   strategic  planning  and  other
                  consulting work to be accomplished, the Company will pay a fee
                  at the  signing of this  agreement  85,000,000  free  trading,
                  unrestricted  shares  of  Common  Stock  of the  Company.  The
                  Company hereby  irrevocably  agrees not to circumvent,  avoid,
                  bypass or obviate  directly or indirectly,  the intent of this
                  Agreement,  to avoid payment of fees, in any transaction  with
                  any corporation,  partnership or individual, introduced by the
                  Consultant to the Company in connection  with any project,  or
                  any other  transaction  involving any  products,  transfers or
                  contracts, or third party assignments thereof.


4.                EXPENSES:  The Company shall also reimburse the Consultant for
                  actual out-of pocket expenses  including,  but not limited to,
                  facsimile, postage, printing, photocopying, and entertainment,
                  incurred by the  Consultant  without the prior  consent of the
                  Company  and  in  connection   with  the  performance  by  the
                  Consultant  of  its  duties  hereunder,  the  Company  and  in
                  connection  with  the  performance  by the  Consultant  of its
                  duties  hereunder,   the  Company  shall  also  reimburse  the
                  Consultant  for the costs of all travel and  related  expenses
                  incurred by the Consultant in connection  with the performance
                  of its services  hereunder,  provided  that all such costs and
                  expenses have been authorized, in advance, by the Company, and
                  the  Consultant  shall  not  expend  more than  $1,000.00  for
                  expenses without the prior written approval of the Company.

5.                OTHER SERVICES AND COMPENSATION: The Consultant may, from time
                  to time during the term hereof, present to the Company
                  potential merger or acquisition candidates. In the event of
                  the Company consummates a business combination with any such
                  Company presented by the Consultant (whether the Company is
                  acquiring Company or the target Company or survives or does
                  not survive a merger), the Company will pay to the Consultant
                  a fee in accordance with the generally accepted industry
                  standards (the Lehman Formula) or as may otherwise be agreed
                  upon between the Consultant and the Company in advance. In
                  case of termination of this Agreement or conclusion thereof,
                  these terms and conditions of this Section 6 will survive and
                  be in full effect for a period of three (3) months from the
                  termination or conclusion of this Agreement.

6.                INDEMNIFICATION:  The  Parties  agree  to  indemnify  and hold
                  harmless each other and their affiliates, and their respective
                  officers, director,  employees, agents and controlling persons
                  (The Parties and each such other persons and entities being an
                  "Indemnified Party" for the purposes of this section) from and
                  against any and all losses,  claims,  damages, and liabilities
                  to which such  Indemnified  Party may become subject under any
                  applicable  federal or state law, or  otherwise  related to or
                  arising out of any transaction  contemplated by this Agreement
                  and  the   performance  by  the  Consultant  of  the  services
                  contemplated  by this Agreement,  and all reasonable  expenses
                  (including  reasonable  counsel fees and expenses) as they are
                  incurred in connection the investigation  of,  preparation for
                  or defense of any pending or threatened claim or any action or
                  proceeding arising therefrom,  whether or not such Indemnified
                  Party is a party thereto;  provided that the other party shall
<PAGE>
                  not be liable  for any of the  foregoing  to the  extent  they
                  arise from the gross  negligence or willful  misconduct of the
                  Indemnified Party. The Indemnified Party shall promptly notify
                  the  Party  from  which  it  is  seeking  indemnification,  in
                  writing, of any such loss, claim, damage or liability as it is
                  incurred and provide such Party with the opportunity to defend
                  against or settle such matter with counsel of its choice.  Any
                  Party against whom  indemnification may be sought shall not be
                  liable to indemnify or provide contribution for any settlement
                  effected  without  the  indemnifying   party's  prior  written
                  consent.   In  the  event  that  the  foregoing  indemnity  is
                  unavailable  or  insufficient  to hold any  Indemnified  Party
                  harmless, then the other party shall contribute to the amounts
                  paid or payable by such  Indemnified  Party in respect of such
                  losses, claims in such proportion as is appropriate to reflect
                  not only the relative  benefits  received by the Parties,  but
                  also the  relevant  fault of each Party,  as well as any other
                  relevant equitable considerations.

7.                COMPLETE AGREEMENT: This Agreement contains the entire
                  Agreement between the parties with respect to the contents
                  hereof supersedes all prior agreements and understandings
                  between the parties with the respect to such matters, whether
                  written or oral. Neither this Agreement, nor any term or
                  provisions hereof may be changed, waived, discharged or
                  amended in any manner other than by any instrument in writing,
                  signed by the party against which the enforcement of the
                  change, waiver, discharge or amendment is sought.

8.                COUNTERPARTS: This Agreement may be executed in two or more
                  counterparts, each of which shall be an original but all of
                  which shall constitute one Agreement.

9.                SURVIVAL: Any termination of this Agreement shall not,
                  however, affect the on-going provisions of this Agreement
                  which shall survive such termination in accordance with their
                  terms.

10.               DISCLOSURE:  Any financial  advice  rendered by the Consultant
                  pursuant to this  Agreement  may not be disclosed  publicly in
                  any  manner   without  the  prior  written   approval  of  the
                  Consultant,  unless  required  by law or statute or any court,
                  governmental or regulatory agency. All non-public  information
                  given to the  Consultant by the Company will be treated by the
                  Consultant  as  confidential  information  and the  Consultant
                  agrees  not to make  use of  such  information  other  than in
                  connection with its  performance of this  Agreement,  provided
                  however that any such information may be disclosed if required
                  by any court or governmental or regulatory authority, board or
                  agency.   "Non-public   information"  shall  not  include  any
                  information which (i) is or becomes generally available to the
                  public  other  than  as  a  result  of  a  disclosure  by  the
                  Consultant;  (ii) was available to the Consultant prior to its
                  disclosure  to the  Consultant  by the Company,  provided that
                  such  information is not known by the Consultant to be subject
                  to another  confidentiality  agreement with another party;  or
                  (iii)   becomes    available   to   the    Consultant   on   a
                  non-confidentiality   basis  from  a  source  other  than  the
                  Company,   provided  that  such  source  is  not  bound  by  a
                  confidentiality agreement with the Company.

11.               NOTICE: Any or all notices, designations, consents, offers,
                  acceptance or other communication provided for herein shall be
                  given in writing and delivered in
<PAGE>

                  person or by registered or certified mail, return receipt
                  requested, directed to the address shown below unless notice
                  of a change of address is furnished:

                           If to Consultant:

                                    Cliff Mastricola
                                    2190 Carmel Valley Road
                                    Del Mar, CA 92014
                                    Attention: Cliff Mastricola

                           If to Company:

                                    Insynq, Inc.
                                    1127 Broadway Plaza, Suite 202
                                    Tacoma, WA 98402
                                    Attn: John P. Gorst

12.               SEVERABILITY:  Whenever possible,  each provision of Agreement
                  will be  interpreted  in such  manner as to be  effective  and
                  valid under applicable law. If any provision of this Agreement
                  is held to be invalid,  illegal or unenforceable provision had
                  never been contained herein.

13.               MISCELLANEOUS:

(a)               Except as provided in Section 7,  neither the  Consultant  nor
                  its  affiliates.  Or  their  respective  officers,  directors,
                  employees,  agents or  controlling  persons  shall be  liable,
                  responsible  or  accountable  in damages or  otherwise  to the
                  Company  or its  affiliates,  or  their  respective  officers,
                  directors,  employees,  agents or controlling  persons for any
                  act or omission  performed or omitted by the  Consultant  with
                  the  respect  to the  services  provided  by its  pursuant  or
                  otherwise relating to or arising out of this Agreement.

(b)               All final decisions with the respect to  consultation,  advice
                  and services  rendered by the  Consultant to the Company shall
                  rest  exclusively  with the Company,  and Consultant shall not
                  have  any  right  or  authority  to bind  the  Company  to any
                  obligation or commitment.

(c)               The parties  hereby agree to submit any  controversy  or claim
                  arising out of or relating to this  Agreement to final binding
                  arbitration   administered   by   the   American   Arbitration
                  Association  ("AAA") under its Commercial  Arbitration  Rules,
                  and further agree that immediately after the filing of a claim
                  as provided herein they shall in good faith attempt  mediation
                  in  accordance  with  the  AAA  Commercial   Mediation  Rules;
                  provided,  however,  that the  proposed  mediation  shall  not
                  interfere   with  or  in  any  way  impede  the   progress  of
                  arbitration.  The parties also agree that (i) the AAA Optional
                  Rules for Emergency  Measures of Protection shall apply to any
                  proceedings initiated hereunder;  (ii) the arbitrator shall be
                  authorized and empowered to grant any remedy or relief,  which
                  the arbitrator deems just and equitable in nature,  including,
                  but  not  limited  to,   specific   performance,   injunction,
                  declaratory  judgment and other forms of provisional relief in
                  addition to a monetary  award;  (iii) the  arbitrator may make
                  any  other
<PAGE>

                  decisions   including   interim,   interlocutory   or  partial
                  findings,  orders and awards to the full  extent  provided  in
                  Rule 45 of the  Commercial  Arbitration  Rules;  and  (iv) the
                  arbitrator   shall  be  empowered  and   authorized  to  award
                  attorneys'  fees to the  prevailing  party in accordance  with
                  Rule45 (d).

(d)               This  Agreement  and the legal  relations  among  the  parties
                  hereto shall be governed by and construed in  accordance  with
                  the laws of the  State of  Washington  without  regard  to the
                  conflicts of laws principals  thereof or the actual  domiciles
                  of the parties.  Any arbitration or mediation inherited by the
                  parties  as  provided  herein  shall be filed  and  maintained
                  exclusively  with  the  American   Arbitration   Association's
                  offices  located in Seattle,  WA and the parties further agree
                  that the provisions of paragraph 8, above,  may be enforced by
                  any court of  competent  jurisdiction,  and the party  seeking
                  enforcement  shall be entitled to and award of all costs, fees
                  and  expenses,  including  attorneys'  fees, to be paid by the
                  party against whom enforcement is ordered.



Agreed and accepted on November, 5th, 2005 by and between:


INSYNQ, INC.                                                  CLIFF MASTRICOLA



BY: /s/ John P. Gorst                                 BY: /s/ Cliff Mastricola
        John P. Gorst, Chairman/ CEO                          Cliff Mastricola