<PAGE>

                                                                    Exhibit 4.32

                                   AGREEMENT

     THIS AGREEMENT (this "Agreement") is made and entered into as of November
1, 2000 by and between Insynq, Inc., a Delaware corporation (the "Company"), and
Plazacorp Investments Limited, an Ontario, Canada corporation ("Plazacorp").

     WHEREAS, the parties have entered into that certain Registration and
Repurchase Agreement dated as of April 26, 2000 (the "Registration Agreement")
under which Plazacorp has the right to "put" 285,714 shares of the Company's
common stock, par value $.001 per share (the "Common Stock") purchased under the
Subscription Agreement between the parties dated as of the same date as the
Registration Agreement back to the Company at $2.50 per share under certain
conditions; and

     WHEREAS, the Company has issued that certain Promissory Note dated as of
October 20, 2000 (the "Note") under which Plazacorp has loaned the Company
$250,000; and

     WHEREAS, the parties agree that it will be less burdensome and more
administratively feasible for the Company, in exchange for canceling
Plazacorp's "put" rights valued at $714,285 (285,714 shares multiplied by
$2.50), to issue 1,428,730 shares of its Common Stock to Plazacorp at an agreed
to, arms-length negotiated value of $0.50 per share (the "Put Conversion
Shares"); and

     WHEREAS, the parties further agree that it will be less burdensome and more
administratively feasible for the Company, in exchange for canceling Plazacorp's
right to receive payment under the Note, which is due and payable on November 3,
2000, to issue 500,000 shares of its Common Stock to Plazacorp at an agreed to,
arms-length negotiated value of $0.50 per share (the "Note Conversion Shares").

     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:

     1.   Conversion of Put Shares. The 285,746 shares of Common Stock which
          ------------------------
          Plazacorp currently has the right to "put" to the Company at $2.50 per
          share under the Registration Agreement (the "Put Shares") are hereby
          converted into the right to receive 1,428,730 shares of Common Stock
          pursuant to an agreed-to value of $0.50 per share. If the effective
          date of a registration statement filed with the U.S. Securities
          Exchange Commission ("SEC") registering the Put Conversion Shares (the
          "Effective Date") occurs prior to April 26, 2001, Plazacorp shall
          promptly return the Put Shares to the Company after the Effective
          Date, and the certificates representing the Put Conversion Shares
          shall thereafter promptly be issued to Plazacorp. If, however, the
          Effective Date occurs after April 26, 2001, Plazacorp shall be
          entitled to retain the Put Shares and the Company shall be obligated
          to issue such number of additional shares to Plazacorp equal to the
          number of Put Conversion Shares less the number of Put Shares retained
          by Plazacorp.

<PAGE>

     2.   Conversion of Note. The $250,000 Note under which Plazacorp
          ------------------
          currently has the right to receive payment from the Company on
          November 3, 2000, is hereby converted into 500,000 shares of Common
          Stock pursuant to an agreed-to value of $0.50 per share. Such Note
          Conversion Shares shall be issued upon the execution of this Agreement
          by Plazacorp and the return of the $250,000 Note to the Company.

     3.   Termination of Certain Provisions of Registration Agreement. Sections
          -----------------------------------------------------------
          1(a) and 1(b) of the Registration Agreement are hereby terminated in
          their entirety.

     4.   Remaining Provisions of Registration Agreement.  The remaining
          ----------------------------------------------
          provisions of the Registration Agreement shall remain in effect with
          respect to the two Warrant Agreements issued to Plazacorp on April 26,
          2000 (the "Warrant Agreements") and the Common Stock subject to those
          Warrant Agreements.

     5.   Registration Rights. The Put Conversion Shares issued in exchange for
          -------------------
          the cancellation of the Put Shares and the Note Conversion Shares
          issued in exchange for the cancellation of the Note pursuant to this
          Agreement are hereby granted the same registration rights as set forth
          in the remaining provisions of the Registration Agreement pursuant to
          which the Company will promptly file a registration statement with the
          SEC. The term "Shares" as defined under the Registration Agreement
          shall be amended to include only the shares of Common Stock subject to
          the Warrant Agreements, the Put Conversion Shares issued hereunder,
          the remaining Put Shares that Plazacorp does not return pursuant to
          Section 1 above, and the Note Conversion Shares issued hereunder.

     6.   Certain Acknowledgments and Agreements of Plazacorp. Plazacorp hereby
          ---------------------------------------------------
          acknowledges and agrees that:

          (a)  All documents pertaining to the investment in the Put Conversion
               Shares and the Note Conversion Shares (collectively, the
               "Shares") have been made available for inspection by Plazacorp,
               and the books and records of the Company will be available, upon
               reasonable notice, for inspection by Plazacorp during reasonable
               business hours at the Company's principal place of business.

          (b)  NO U.S. FEDERAL OR STATE AUTHORITY OR ANY CANADIAN AUTHORITY HAS
               MADE ANY FINDINGS OR DETERMINATIONS TO THE FAIRNESS FOR
               INVESTMENT IN THE SHARES, AND NO U.S. FEDERAL OR STATE AUTHORITY
               OR CANADIAN AUTHORITY HAS RECOMMENDED OR ENDORSED OR WILL
               RECOMMEND OR ENDORSE THE SHARES.

          (C)  The issuance of the Shares was made only through direct, personal
               communication between Plazacorp and an authorized representative
               of the Company.

                                      -2-
<PAGE>

          (d)  Plazacorp agrees not to sell nor attempt to sell all or any part
               of the Shares allocated to Plazacorp unless the offer and sale of
               such Shares have first been registered under the Securities Act
               of 1933, as amended (the "Securities Act"), and all applicable
               state securities laws, or the undersigned furnishes, at the
               option of the Company, an opinion of counsel satisfactory to the
               Company and its counsel and knowledgeable as to the securities
               matters stating that exemptions from such registration
               requirements are available and that the proposed sale is not, and
               will not place the Company or any affiliate thereof, in violation
               of any applicable U.S. Federal or state securities law, or any
               rule or regulation promulgated thereunder or under any Canadian
               law, rule or regulation. Plazacorp also agrees that any sale or
               attempted sale of the Shares within one year of the date of this
               Agreement shall be made only in accordance with Section 7(f) of
               this Agreement.

          (e)  The certificate evidencing Shares shall bear a legend
               substantially as follows:

               THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
               ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
               PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE
               "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
               OR OTHER JURISDICTION. THESE SHARES MAY NOT BE
               TRANSFERRED TO OR ON BEHALF OF ANY UNITED STATES
               PERSON, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
               OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGULATION S
               UNDER THE SECURITIES ACT, AN EFFECTIVE REGISTRATION
               STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM
               REGISTRATION. AS A PREREQUISITE TO ANY TRANSFER OF
               SHARES WITHOUT SUCH REGISTRATION, THE CORPORATION MAY
               REQUIRE THAT IT BE FURNISHED AN OPINION OF COUNSEL
               SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER DOES
               NOT REQUIRE SUCH REGISTRATION AND THAT SUCH TRANSFER IS
               MADE IN ACCORDANCE WITH REGULATION S OF THE SECURITIES
               ACT, INCLUDING BUT NOT LIMITED TO A PROHIBITION ON
               TRANSFERS TO U.S. PERSONS WITHOUT REGISTRATION OR AN
               EXEMPTION.

     7.   Representations and Warranties of Plazacorp. Plazacorp understands
          -------------------------------------------
          that the Shares are being sold in reliance upon the exemptions
          provided in the Securities Act, Regulation D and/or Regulation S
          thereunder, together with exemptions provided under applicable state
          securities laws, for transactions involving limited

                                      -3-


<PAGE>

      offers and sales, and Plazacorp, for itself and for its representatives,
      successors and assigns, makes the following representations, declarations
      and warranties with the intention that the same may be relied on by the
      Company in determining the suitability of Plazacorp as an investor in the
      Company:

     (a)  Plazacorp has consulted its attorney, accountant or investment advisor
          with respect to the investment contemplated hereby and its suitability
          for Plazacorp. The undersigned has received no representations or
          warranties from the Company or its officers, directors, employees or
          agents, or any other person, and, in making an investment decision,
          Plazacorp is relying solely on independent investigations made by
          Plazacorp or representative(s) of Plazacorp.

     (b)  Plazacorp has read and fully understands the public filings of the
          Company as filed with the SEC.

     (c)  The Company has made available to Plazacorp, during the course of this
          transaction and prior to the acquisition of any of the Shares, the
          opportunity to ask questions of and receive answers from the Company
          or any of its representatives concerning the Company, and
          to obtain any additional information relative to the financial
          condition and business of the Company, to the extent that such parties
          possess such information or can acquire it without unreasonable effort
          or expense. All such questions, if asked, have been answered
          satisfactorily, and all such documents, if requested, have been
          received and found to be fully satisfactory. In connection therewith,
          Plazacorp is not relying on any documents, records or other
          information, except that contained in written form and signed by the
          President of the Company.

     (d)  Plazacorp understands and acknowledges that: (i) while the Company has
          an operating history, the acquisition of Shares by Plazacorp involves
          a high degree of risk of loss of Plazacorp's entire investment, and
          there is no assurance of any income from such investment; (ii)
          Plazacorp must bear the economic risk of an investment in the Shares
          for an indefinite period because the offer and sale of the Shares have
          not been registered under the Securities Act or any state securities
          laws and are being offered and sold in reliance upon exemptions
          provided in the Securities Act and state securities laws for
          transactions not involving any public offering and, therefore, cannot
          be resold or transferred unless they are subsequently registered under
          the Securities Act and applicable state laws, or unless an exemption
          from such registration is available; (iii) there may not be a public
          market for the Shares in the future; (iv) Plazacorp is purchasing the
          Shares for investment purposes only for Plazacorp's account and not
          for the benefit of any other person or with any view toward the resale
          or distribution thereof; (v) Plazacorp is not a U.S. person (defined
          generally as any natural person residing in the United States, any
          entity organized

                                      -4-
<PAGE>

               under the laws of the United States or estate, trust or other
               account administered by or held for the benefit of a U.S. person)
               and the Shares are not being acquired for the benefit of any U.S.
               person; (vi) because there are substantial restrictions on the
               transferability of the Shares, it may not be possible for
               Plazacorp to liquidate an investment therein readily in case of
               an emergency; and (vii) Plazacorp has no contract, undertaking,
               agreement or arrangement with any person to sell, transfer or
               pledge to such person or anyone else any of the Shares which
               Plazacorp hereby subscribes to purchase or any part thereof, and
               Plazacorp has no present plans to enter into any such contract,
               undertaking, agreement or arrangement.

          (e)  The undersigned is an "accredited investor" within the meaning of
               Regulation D promulgated under the Securities Act. The net worth,
               annual income and total assets, as the case may be, of Plazacorp
               and the other information set forth herein are true, correct and
               complete in all material respects. Any information which
               Plazacorp has heretofore furnished to the Company with respect to
               Plazacorp is correct and complete as of the date of this
               Agreement, and if there should be any material change in such
               information prior to the purchase of Shares, Plazacorp will
               immediately furnish such revised or corrected information to the
               Company.

          (f)  Plazacorp understands, acknowledges and agrees that an offer or
               sale of these securities, if made prior to the expiration of one
               year from the issuance date of the Shares, may not be made to a
               U.S. person (defined generally as any natural person residing in
               the United States, any entity organized under the laws of the
               United States or estate, trust or other account administered by
               or held for the benefit of a U.S. person) or for the account or
               benefit of a U.S. person and must be made in accordance with the
               following: (i) the purchaser must certify that it is not a U.S.
               person and is not acquiring the securities for the account or
               benefit of any U.S. person or is a U.S. person who purchased
               securities in a transaction that did not require registration
               under the Securities Act, (ii) the purchaser must agree to
               resell the securities only in accordance with the provision of
               Regulation S, pursuant to a registration under the Securities
               Act, or pursuant to an available exemption from registration and
               must agree not to engage in hedging transactions with regard to
               these Securities unless in compliance with the Securities Act
               (iii) the securities must contain a legend stating that transfer
               is prohibited except in accordance with the provisions of
               Regulation S, pursuant to registration under the Securities Act,
               or pursuant to an available exemption from registration and that
               hedging transactions involving these securities may not be
               conducted unless in compliance with the Securities Act, (iv) that
               the Company may not register any transfer of the Shares not made
               in accordance with the provisions of Regulation S, pursuant to
               registration under the Securities

                                      -5-
<PAGE>

               Act, or pursuant to an available exemption from registration and
               (v) any distributor selling the Shares to a distributor, a dealer
               or a person receiving a selling concession, fee or other
               remuneration, prior to the expiration of one year from the
               issuance date of the Shares must send a confirmation or other
               notice to the purchaser stating that the purchaser is subject to
               the same restrictions on offers and sales that apply to a
               distributor.

          (g)  Plazacorp is knowledgeable and experienced in evaluating
               investments and is experienced in financial and business matters
               and it has evaluated the risks of investing in the Shares, and
               has determined that the Shares are a suitable investment for it.
               Plazacorp has adequate net worth and means of providing for its
               current needs and possible contingencies and has no need, and
               anticipates no need in the foreseeable future, to sell the Shares
               the purchase of which is subscribed. Plazacorp can bear the
               economic risk of an investment in the Shares and has a sufficient
               net worth to sustain a complete loss of his investment. The
               aggregate amount of the investments of Plazacorp in, and its
               commitments to, all similar investments that are illiquid is
               reasonable in relation to its net worth.

          (h)  Plazacorp maintains its domicile, and is not merely a transient
               or temporary resident, at the residence address shown on the
               signature page of this Agreement.

          (i)  The representations, warranties, agreements and acknowledgements
               made by Plazacorp in this Agreement are made with the intention
               that they be relied upon by the Company in determining the
               suitability of Plazacorp as a purchaser of Shares, and shall
               survive their purchase. In addition, Plazacorp undertakes to
               notify the Company immediately of any change in any
               representation or warranty of Plazacorp set forth herein.

     8.   Indemnification. Plazacorp understands that the offer and sale of
          ---------------
          Shares to it is being made, and the sale of Shares will be made, in
          reliance upon the acknowledgements and agreements of Plazacorp set
          forth in Section 6 and the representations and warranties of Plazacorp
          set forth in Section 7. Plazacorp agrees to provide, if requested, any
          additional information that may reasonably be required to determine
          the eligibility of Plazacorp to purchase Shares. Plazacorp hereby
          agrees to indemnify the Company and its affiliates, agents, attorneys
          and representatives and to hold each of them harmless, from and
          against all claims, losses, damages or liability, including costs and
          reasonable attorneys' fees (collectively, "Claims"), that may arise in
          connection with, due to or as a result of the breach of any
          representation, warranty, acknowledgement or agreement of Plazacorp
          contained in this Agreement or in any other document provided by
          Plazacorp to the Company in connection with Plazacorp's offer to
          purchase Shares. Plazacorp agrees to indemnify the Company and any of
          its affiliates agents, attorneys and representatives and to hold each
          of them harmless, from and against all Claims that may arise in
          connection with, due to or as a result of the

                                      -6-
<PAGE>

     sale or distribution of Shares by Plazacorp in violation of the Securities
     Act or other applicable law. Notwithstanding any provision of this
     Agreement, Plazacorp does not waive any rights granted to him under
     applicable securities laws. Plazacorp agrees that the affiliates, agents,
     attorneys and representatives of the Company are intended third-party
     beneficiaries to this Agreement for the purposes of the indemnification
     provided above.

9.   Arbitration. Any dispute or controversy arising under or in connection with
     -----------
     this Agreement shall be resolved by binding arbitration. The arbitration
     shall be held in the City of Tacoma, Washington, and except to the extent
     inconsistent with this Agreement, shall be conducted in accordance with the
     rules of the American Arbitration Association in effect at the time of the
     arbitration, and otherwise in accordance with principles which would be
     applied by a court of law or equity. The arbitrator shall be acceptable to
     both the Company and Plazacorp. If the parties cannot agree on an
     acceptable arbitrator, the dispute shall be heard by a panel of three
     arbitrators, one of which shall be appointed by each of the parties, and
     the third shall be appointed by the other two arbitrators.

10.  Suitability. Plazacorp warrants and represents to the Company that the
     -----------
     following information supplied by Plazacorp pursuant to Section 7 is
     correct and complete.

11.  General. This Agreement (i) shall be binding on Plazacorp and the heirs,
     -------
     personal representatives, successors and permitted assigns of Plazacorp,
     (ii) shall be governed construed and enforced in accordance with the laws
     of the State of Washington, without reference to any principles of
     conflicts of law, and (iii) shall survive the acceptance by the Company of
     the subscription evidenced by this Agreement and the admission of Plazacorp
     as a shareholder in the Company.

12.  Notices. Any notice, request, instruction or other document to be given
     -------
     under this Agreement after the date hereof by any party hereto to any other
     party shall be in writing and shall be deemed to have been duly given on
     the date of service if delivered personally or by telecopier with confirmed
     receipt via overnight delivery, or on the third day after mailing if sent
     by certified mail, postage prepaid, at the addresses set forth below, or to
     such other address or person as any party may designate by written notice
     to the others:

     If to the Company:  Insynq, Inc.
     -----------------
                         1101 Broadway Plaza
                         Tacoma, Washington 98402
                         Attention: President
                         Telecopier No.: (253) 404-3842

     If to Plazacorp:    At the last address indicated on the Company's books
     ---------------
                         and records.

                                      -7-
<PAGE>

     13.  Assignment. Plazacorp agrees that neither this Agreement nor any
          ----------
          rights which accrue to him hereunder may be transferred or assigned.

     14.  Entire Agreement. This Agreement contains the entire understanding of
          ----------------
          the parties relating to the subject matter contained herein and
          supersedes all prior agreements and understandings, written or oral,
          relating to the subject matter hereof. This Agreement shall not be
          modified, amended or terminated except in a writing signed by the
          party against whom enforcement is sought.

     15.  Confidentiality. Plazacorp acknowledges that all Confidential
          ---------------
          Information (as defined herein) shall be and remain the exclusive
          property of the Company at all times. Plazacorp hereby agrees to keep
          in strict confidence all Confidential Information. Plazacorp shall not
          disclose any Confidential Information, or any portion thereof, to any
          person or entity nor use, license, sell, convey or otherwise exploit
          any Confidential Information, or any portion thereof, for any purpose
          other than for the benefit of the Company. As used in this Agreement,
          the term "Confidential Information" refers to all information
          proprietary to, used by or in the possession of the Company and not
          generally known in the industry, which is disclosed to or learned by
          Plazacorp, whether or not reduced to writing and whether or not
          conceived, originated, discovered or developed in whole or in part by
          Plazacorp, including, without limitation: (a) information not
          generally known in the industry which relates to the business,
          products or work of the Company (x) of a technical nature, such as
          trade secrets, methods, know-how, formulas, compositions, designs,
          processes, information regarding product development and other similar
          information and materials, and (y) of a business or commercial nature,
          such as information or compilation of data about the Company's costs,
          pricing, profits, compensation, sales, product plans, markets,
          marketing plans and strategies, equipment and operational
          requirements, operating policies or plans, finances, financial
          records, methods of operation and competition, management organization
          customers and suppliers, and other similar information and materials;
          and (b) any other technical business or commercial information
          designated as confidential or proprietary that the Company or any of
          its affiliates may receive belonging to any supplier, customer or
          others who do business with the Company or any of its affiliates. The
          foregoing limitations on use and disclosure shall not apply to
          information that (i) was lawfully known to the recipient before the
          receipt thereof, (ii) is learned by the recipient from a third party
          that is entitled to disclose same, (iii) becomes publicly known other
          than through the actions of the recipient, or (iv) is required by law
          or court order to be disclosed by the recipient.

     16.  Pronouns; Headings. All pronouns and any variations hereof shall be
          ------------------
          deemed to refer to the masculine, feminine, neuter, singular or
          plural, as the identity of the entities or persons referred may
          require. The headings of the sections of this Agreement are inserted
          for convenience only and shall not constitute a part hereof nor affect
          in any way the meaning or interpretation of this agreement.

                                      -8-
<PAGE>

     17.  Severability. In the event that any provision contained herein shall
          ------------
          be held to be invalid, illegal or unenforceable for any reason, 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.

     18.  Conflict.  If any conflict shall arise between the terms of the
          --------
          Registration Agreement and this Agreement, or the Warrant Agreements
          and this Agreement, this Agreement shall control.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                       INSYNQ, INC.
                                       a Delaware corporation


                                       By:   /s/ John P. Gorst
                                          --------------------------
                                       Name:   John P. Gorst
                                            ------------------------
                                       Title:  Chairman CEO
                                             -----------------------

                                       PLAZACORP INVESTMENTS LIMITED
                                       an Ontario, Canada corporation


                                       By:   /s/ Anthony Heller
                                          --------------------------
                                       Name:   ANTHONY HELLER
                                            ------------------------
                                       Title:  PRESIDENT
                                             -----------------------
                                       Residence or Office Address:


                                       ______________________________
                                       ______________________________
                                       ______________________________
                                       Mailing Address (only if
                                       different from Residence
                                       Address):
                                       ______________________________
                                       ______________________________
                                       ______________________________

                                      -9-