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                                                                    Exhibit 4.33

                                   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
Garnier Holdings, Ltd. ("Garnier").

     WHEREAS, the Company has issued that certain Promissory Note dated as of
July 17, 2000 (the "Note") under which Garnier has loaned the Company $127,500;
and

     WHEREAS, the parties agree that it will be less burdensome and more
administratively feasible for the Company, in exchange for canceling Garnier's
right to receive payment under the Note, which is due and payable on March 1,
2001, to issue 255,000 shares of its Common Stock to Garnier at an agreed to,
arms-length negotiated value of $0.50 per share (the "Conversion Shares"); and

     WHEREAS, on July 17, 2000, the parties also executed a Warrant Agreement
under which Garnier was issued warrants to purchase 325,000 shares of Common
Stock at an exercise price of $2.00 per share, which included piggyback
registration rights for the Common Stock (the "Warrant Agreement"); and

     WHEREAS, the parties desire to fix the exercise price under the Warrant
Agreement at $0.50.

     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 Shares.  The Note under which Garnier has the right to
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     receive payment from the Company on March 1, 2001, is hereby converted into
     the right to receive 255,000 shares of Common Stock pursuant to an agreed-
     to value of $0.50 per share.  Such shares shall be issued upon the
     execution of this Agreement by Garnier and the return of the $127,500 Note
     to the Company.

     2.   Warrant Exercise Price.  The exercise price to purchase up to 325,000
          ----------------------
     shares of Common Stock under the Warrant Agreement held by Garnier shall be
     fixed at $0.50 per share.

     3.   Registration Rights.  The 255,000 shares issued pursuant to this
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     Agreement and the shares of Common Stock underlying the Warrants are hereby
     granted the registration rights set forth under the Warrant Agreement
     pursuant to which the Company will promptly file a registration statement
     with the SEC.

     4.  Certain Acknowledgements and Agreements of Garnier.  Garnier hereby
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     acknowledges and agrees that:
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     (a)  All documents pertaining to the investment in the Shares have been
     made available for inspection by the Company, and the books and records of
     the Company will be available, upon reasonable notice, for inspection by
     Garnier during reasonable business hours at the Company's principal place
     of business.

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

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

     (d)  Garnier agrees not to sell nor attempt to sell all or any part of the
     Shares allocated to Garnier 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
     Federal or state securities law, or any rule or regulation promulgated
     thereunder.

     (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, OR THE
          SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. 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.

     5.   Representations and Warranties of Garnier. Garnier
          -----------------------------------------
     understands that the Shares are being sold in reliance upon the
     exemptions provided in the Securities Act and/or Regulation D
     thereunder, together with exemptions provided under applicable
     state securities laws, for transactions involving limited offers
     and sales, and Garnier, for itself and for his heirs, personal
     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 Garnier as an investor in the Company:
<PAGE>

     (a)  Garnier has consulted its attorney, accountant or investment
     advisor with respect to the investment contemplated hereby and
     its suitability for Garnier. 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, Garnier is relying solely on
     independent investigations made by Garnier or representative(s)
     of Garnier.

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

     (c)  The Company has made available to Garnier, during the course
     of this transaction and prior to the purchase 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, Garnier 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)  Garnier understands and acknowledges that: (i) while the
     Company has an operating history, the purchase of Shares by
     Garnier involves a high degree of risk of loss of Garnier's
     entire investment, and there is no assurance of any income from
     such investment; (ii) Garnier 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) Garnier is purchasing the
     Shares for investment purposes only for Garnier's account and not
     for the benefit of any other person or with any view toward the
     resale or distribution thereof; (v) because there are substantial
     restrictions on the transferability of the Shares, it may not be
     possible for Garnier to liquidate an investment therein readily
     in case of an emergency; and (vi) Garnier 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 Garnier hereby subscribes to purchase or any part
     thereof, and Garnier 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
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     income and total assets, as the case may be, of Garnier and the
     other information set forth in Section 8 are true, correct and
     complete in all material respects. Any information which Garnier
     has heretofore furnished to the Company with respect to Garnier
     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, Garnier will immediately furnish such
     revised or corrected information to the Company.

     (f)  Garnier is at least 21 years of age, is knowledgeable and
     experienced in evaluating investments and is experienced in
     financial and business matters and he has evaluated the risks of
     investing in the Shares, and has determined that the Shares are a
     suitable investment for him. Garnier has adequate net worth and
     means of providing for his current needs and possible personal
     contingencies and has no need, and anticipates no need in the
     foreseeable future, to sell the Shares the purchase of which is
     subscribed. Garnier 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 Garnier in, and his commitments to, all similar
     investments that are illiquid is reasonable in relation to his
     net worth.

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

     (h)  Garnier is a United States citizen or is otherwise a U.S.
     Person/*/ as defined below.

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

     6.   Indemnification.  Garnier understands that the offer and sale of
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     Shares to him is being made, and the sale of Shares will be made,
     in reliance upon the acknowledgments and agreements of Garnier
     set forth in Section 4 and the representations and warranties of
     Garnier set forth in Section 5. Garnier agrees to provide, if
     requested, any additional information that may reasonably be
     required to determine the eligibility of Garnier to purchase
     Shares. Garnier hereby agrees

_________________

  *  For purpose of this representation, a U.S. Person is (i) a natural person
who is a citizen of or resident in the United States, (ii) a partnership or
corporation organized or incorporated under the laws of the United States, (iii)
an estate of which any executor or administrator is a U.S. person; (iv) a trust
of which any trustee is a U.S. person, (v) an agency or branch of a foreign
entity located in the United States, or (vi) a non-discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States.
<PAGE>

     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
     Garnier contained in this Agreement or in any other document
     provided by Garnier to the Company in connection with Garnier's
     offer to purchase Shares. Garnier 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
     sale or distribution of Shares by Garnier in violation of the
     Securities Act or other applicable law. Notwithstanding any
     provision of this Agreement, Garnier does not waive any rights
     granted to him under applicable securities laws. Garnier 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.

     7.   Arbitration.  Any dispute or controversy arising under or in
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     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 Garnier. 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.

     8.   Suitability.  Garnier warrants and represents to the Company
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     that the following information supplied by Garnier pursuant to
     Section 5 is correct and complete:

          (a)  Those of the following statements indicated by a check marked in
     the box opposite such statement are true and correct with respect to the
     undersigned:

               [ ]  (i)   The undersigned is a natural person whose individual
          net worth, or joint net worth with its spouse, exceeds $1,000,000.00.

               [ ]  (ii)  The undersigned is a natural person who had an
          individual income in excess of $200,000.00 or joint income with its
          spouse in excess of $300,000.00 in both 1998 and 1999, and who
          reasonably expects an income in excess of $200,000.00, if individual,
          or $300,000.00, if joint, in 2000.

               [ ]  (iii) The undersigned is an entity or institution that
          qualifies as one or more of the following:
<PAGE>

                    (A)   Any bank as defined in Section 3(a)(2) of the
               Securities Act, or any savings and loan association or other
               institution as defined in Section 3(a)(5)(A) of the Securities
               Act whether acting in its individual or fiduciary capacity; any
               broker or dealer registered pursuant to Section 15 of the
               Securities Exchange Act of 1934; any insurance company as defined
               in Section 2(13) of the Securities Act; any investment company
               registered under the Investment Company Act of 1940 or a business
               development company as defined in Section 2(a)(48) of that act;
               any Small Business Investment Company licensed by the U.S. Small
               Business Administration under Section 301(c) or (d) of the Small
               Business Investment Act of 1958; any plan established and
               maintained by a state, its political subdivisions, or any agency
               or instrumentality of a state or its political subdivisions for
               the benefit of its employees, if such plan has total assets in
               excess of $5,000,000; any employee benefit plan within the
               meaning of the Employee Retirement income Security Act of 1974 if
               the investment decision is made by a plan fiduciary, as defined
               in Section 3(21) of such act, which is either a bank, savings and
               loan association, insurance company, or registered investment
               adviser, or if the employee benefit plan has total assets in
               excess of $5,000,000 or, if a self-directed plan, with investment
               decisions made solely by persons that are accredited investors;

                    (B)   Any private business development company as defined in
               Section 202(a)(22) of the Investment Advisers Act of 1940;

                    (C)   Any organization described in Section 501(c)(3) of the
               Internal Revenue Code, a corporation, Massachusetts or similar
               business trust, or company, nor formed for the specific purpose
               of acquiring the securities offered, with total assets in excess
               of $5,000,000;

               [ ]  (iv)  The undersigned is a director or executive officer of
          the Company.

               [ ]  (v)   The undersigned is a trust, with total assets in
          excess of $5,000,000.00, not formed for the specific purpose of
          acquiring the Securities, whose purchase is directed by a
          sophisticated person as described in Rule 506(b)(2)(ii) under the
          Securities Act.

               [ ]  (vi)  The undersigned is an entity in which all of the
          equity owners meet the criteria set forth under either (i), (ii),
          (iii), (iv), or (v) above.

               [ ]  (vii) None of the statements in (i), (ii), (iii), (iv), (v),
          or (vi) above is a true statement with regard to the undersigned.

          (b)  The undersigned has knowledge and experience in financial and
     business matters so as to be capable of evaluating the merits and risks of,
     and protecting its own
<PAGE>

     interest in connection with, investing in the Securities.

     9.   General.  This Agreement (i) shall be binding on Garnier and the
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     heirs, personal representatives, successors and permitted assigns of
     Garnier, (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 Garnier
     as a shareholder in the Company.

     10.  Notices.  Any notice, request, instruction or other document to be
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     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 Garnier:  At the last address indicated on the Company's books
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and records.

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

     12.  Entire Agreement.  This Agreement contains the entire understanding of
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     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.

     13.  Confidentiality.  Garnier acknowledges that all Confidential
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     Information (as defined herein) shall be and remain the exclusive property
     of the Company at all times. Garnier hereby agrees to keep in strict
     confidence all Confidential Information. Garnier 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 Garnier, whether or not reduced to writing and
     whether or not conceived, originated, discovered or developed in whole or
     in part by Garnier, including, without limitation: (a) information not
     generally known in the
<PAGE>

     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.

     14. Pronouns; Headings.  All pronouns and any variations thereof shall be
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     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.

     15.  Severability.  In the event that any provision contained herein shall
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     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.

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

                                        GARNIER HOLDINGS, LTD.

                                        By: /s/ [ILLEGIBLE]
                                           -------------------------------
                                        Name:
                                              ----------------------------
                                        Title:
                                               ---------------------------