<PAGE>

                                                                   Exhibit 10.54

                                                [LOGO OF WIRELESS KNOWLEDGE(TM)]

                Application Service Provider Reseller Agreement

This Application Service Provider Reseller Agreement (the "Agreement") is made
as of October - 27th, 2000 ("Effective Date") by and between Wireless Knowledge,
Inc., a Delaware corporation, with a place of business at 6215 Ferris Square,
San Diego, CA ("Wireless Knowledge"), and Insynq, Inc., a Delaware corporation,
with a place of business at 1101 Broadway Plaza, Tacoma, WA ("Reseller").

Objective
---------
The creation of a reseller partnership whereby Wireless Knowledge offers
Reseller discounted pricing, professional services, sales and marketing support
for Wireless Knowledge's Workstyle Server(TM) and whereby Reseller purchases
Workstyle Server and offers it as a hosted, value-added extension of Mircosoft
Exchange to its customer base.

Offering
--------

     (1)  Term
          ----
          The term of this Agreement is for a period of one year commencing on
          the Effective Date ("Term"). The Term shall automatically renew for
          successive one-year periods unless one party provides the other party
          written notice of its intent to terminate this Agreement at least 60
          days prior to the conclusion of the original or any renewal Term.

     (2)  Reseller Certificate
          --------------------
          Reseller shall furnish a copy of its Reseller Certificate upon
          execution of this Agreement. Reseller is responsible for collecting
          and reporting all applicable sales taxes related to Workstyle Server
          sales to Reseller's customers.

     (3)  Government Channel Exception
          ----------------------------
          Reseller may resell hosted Workstyle to any Customers with the
          exception of Government Channel. "Government Channel" is defined as
          any enterprise that is a government entity located within North
          America, including without limitation, the governments of the United
          States, its territories and possessions, any State, the District of
          Columbia, or any political subdivision, agency or military unit of any
          of the preceding.

     (4)  Subscription
          -------------
          Workstyle Server is sold on a subscription basis. Retail subscriptions
          are purchased as an up-front, annual fee per subscription or user.
          Wireless Knowledge will offer "pay-as-you-go" pricing to Reseller.
          Reseller can check subscriptions into and out of the Workstyle Sub
          Bank as needed (refer to the

                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION
<PAGE>

          Workstyle Server Planning and Installation Guide). Wireless Knowledge
          will issue an invoice monthly for the total number of subscriptions
          the Reseller has checked out of the Workstyle Sub Bank at a specified
          date and time each month ("Close Date") to be agreed upon by both
          parties.

     (5)  Retail Pricing
          --------------
          The following table establishes suggested retail pricing (SRP) for
          Workstyle Server and optional premium technical support, both paid as
          an up-front, annual fee per subscription.



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                      SUBSCRIPTION PACKAGES
-----------------------------------------------------------------------------------------------------------------------------------
Description                                    Retail                 50 Pack                 250 Pack                 1000 Pack
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                     <C>                     <C>                      <C>
Workstyle for Exchange 5.5                  Total Pack               $5997.50                $28,737.50                $109,950.00
                                      ---------------------------------------------------------------------------------------------
Annual Subscription Pricing                    SKU#                SUBWSME0050D            SUBWSME00250D             SUBWSME010000D
                                      ---------------------------------------------------------------------------------------------
                                             Per Sub                  $119.95                 $114.95                    $109.95
                                      ---------------------------------------------------------------------------------------------
                                            (Monthly)                   $10                    $9.58                      $9.16
-----------------------------------------------------------------------------------------------------------------------------------
Optional -                                 Total Add-on              $1199.50                 $5747.50                  $21,900.00
                                      ---------------------------------------------------------------------------------------------
Premium Technical Support                      SKU#                   DSUP0050                DSUP0250                   DSUP1000
                                      ---------------------------------------------------------------------------------------------
Annual Subscription Pricing                  Per Sub                  $23.99                   $22.99                     $21.99
                                      ---------------------------------------------------------------------------------------------
                                            (Monthly)                   $2                     $1.92                      $1.83
                                      ---------------------------------------------------------------------------------------------
                                           % of Sub                     20%                     20%                        20%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (6)  Reseller Pricing
          ----------------
          Wireless Knowledge agrees to discount Workstyle Server pricing to
          Reseller for each Subscription issued or renewed by Reseller to an End
          User based on the total number of subscriptions the Reseller has
          checked out of the Workstyle Sub Bank at the Close Date. Price per
          subscription may vary month-to-month depending on the total number of
          subscriptions at the Close Date. As an option, Wireless Knowledge
          offers a discount to Reseller for Premium Technical Support as an
          additional fee of 10% of price per sub for any volume of subscriptions
          that Reseller has checked out of the Workstyle Sub Bank at the Close
          Date. Payment shall be due within thirty (30) days of the invoice
          date.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
 Total % of Subscriptions
Checked Out at End of Month        Reseller Monthly Price Per Sub          Reseller Savings Over SRP
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                     <C>
         1-249 subs                         $7.25 per sub                    $2.75 per sub or 27.5%
-----------------------------------------------------------------------------------------------------------------------------------
       250-999 subs                         $6.75 per sub                    $2.83 per sub or 30%
-----------------------------------------------------------------------------------------------------------------------------------
     1000-2499 subs                         $6.00 per sub                    $3.16 per sub or 34.5 %
-----------------------------------------------------------------------------------------------------------------------------------
     2500-4999 subs                         $5.25 per sub
-----------------------------------------------------------------------------------------------------------------------------------
     5000-9999 subs                         $4.75 per sub
-----------------------------------------------------------------------------------------------------------------------------------
       *10,000 subs                         $4.00 per sub
-----------------------------------------------------------------------------------------------------------------------------------
  Optional Premium Technical Support                 Add-on 10% of price per sub for any volume
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (7)  Maintenance and Technical Support
          ---------------------------------
          Included in the subscription price, Wireless Knowledge will provide
          Reseller with Workstyle Server bug fixes, service packs, and upgrades
          as available and

                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION

<PAGE>

          ongoing technical support to Reseller's IT personnel. Reseller's IT
          personnel are responsible for providing direct support to Reseller's
          customer base. Standard technical support is available Monday through
          Friday, 5 AM to 5 PM Pacific Standard Time, except holidays. As an
          option, Reseller may purchase premium technical support for assistance
          24 hours per day, 7 days per week.

     (8)  Fees; Taxes
          -----------
          The amounts to be paid by Reseller to Wireless Knowledge herein do not
          include any foreign, U.S. federal, state, local, municipal or other
          governmental taxes, duties, levies, fees, excises or tariffs, arising
          as a result of or in connection with the transactions contemplated
          under this Agreement, including, without limitation, any state or
          local sales or use taxes or any value added tax or business transfer
          tax now or hereafter imposed on the sales or renewals of subscriptions
          by Reseller under this Agreement. All such taxes (and any interest,
          penalties or other additions to any such taxes), excluding taxes
          imposed on Wireless Knowledge's net income or with respect to Wireless
          Knowledge's property ownership, shall be the collection and financial
          responsibility of Reseller. Reseller will be responsible for the
          billing, collecting and remitting of sales, use, value added, and
          other comparable taxes determined by Reseller to be due from End
          Users. Wireless Knowledge is not liable for any taxes, including
          without limitation income taxes, withholdings, value added, franchise,
          gross receipts, sales, use property or similar taxes, duties, levies,
          fees, excises or tariffs incurred in connection with the Workstyle
          Server Software Product distributed by Reseller, subscriptions issued
          or renewed by Reseller, or related to the sale of Reseller's products.
          Reseller takes full responsibility for all such taxes, including
          penalties, interest and other additions thereon. Reseller agrees to
          indemnify, defend and hold Wireless Knowledge harmless from any such
          taxes or claims, causes of action, costs (including reasonable
          attorney's fees) and any other liabilities of any nature whatsoever
          related to such taxes.

     (9)  Internal Use
          ------------
          Reseller pricing outlined in (6) is extended for Reseller's internal
          use of Workstyle Server.

     (10) Beta Site
          ---------
          Upon execution of this Agreement, Reseller will be considered as an
          official beta site for future software releases and new products from
          Wireless Knowledge.

     (11) Ownership Rights
          ----------------
          Reseller acknowledges and agrees that Wireless Knowledge retains all
          title and rights to the Workstyle Server Software Product and any
          modifications or improvements thereto (including, without limitation,
          any modifications and improvements derived from suggestions by
          Reseller, or by potential or actual


                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAl INFORMATION

<PAGE>

          customers or any other third party, for modifications, improvements or
          other enhancements to the Workstyle Server Software), except for the
          rights expressly licensed herein, and to all copies and all related
          documentation and materials. Reseller will disclose in writing the
          foregoing ownership rights of Wireless Knowledge to the Workstyle
          Server before soliciting or receiving suggestions for improvements,
          modifications or other enhancements to the software from actual or
          potential customers or any other third party. Reseller acknowledges
          and agrees that the Workstyle Server software is a trade secret of
          Wireless Knowledge, and that unauthorized copying of the Workstyle
          Server software, including modification, merger or inclusion with any
          other software or products, is expressly forbidden.

Professional Services
---------------------

     (1)  Workstyle Server Implemention and Training
          ------------------------------------------
          Reseller agrees to engage Wireless Knowledge's Professional Services
          to plan the secure implementation of Workstyle Server within the
          Reseller's network, to install the Workstyle Server and to properly
          train Reseller's personnel to operate and support the Workstyle
          Server. Reseller agrees to compensate Wireless Knowledge for the
          services outlined below at a fixed price of $10,000 plus any pre-
          approved, reasonable travel and related expenses.

           .   Project Manage implementation and training process
           .   Assess Reseller's current environment
           .   Identify security requirements
           .   Create design to integrate Workstyle Server into Reseller's
               infrastructure in compliance with architectural and security
               requirements
           .   Install Workstyle Server in accordance with design
           .   Verify Workstyle Server functionally and performance
           .   Train Reseller's IT personnel on supporting the Workstyle Server
               and using the Admin tools; and
           .   Provide access to web-based end-user training materials

     (2)  Additional Services
          -------------------
          Reseller may contract with Wireless Knowledge to provide additional
          services including, but not limited to, sales and technical training,
          consulting, custom application development and systems engineering.
          These services will result in additional fees, to be agreed upon by
          both parties.

     (3)  Client Wireless Customization
          -----------------------------
          Reseller will commit to using Wireless Knowledge Professional Services
          for Client wireless customization upon Reseller's acceptance of
          Wireless Knowledge's Professional Services capabilities and rates to
          be agreed upon by both parties.


                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION

<PAGE>

(4)  Reseller shall use only the Wireless Knowledge Professional Services
     organization (or such other professional services as Wireless Knowledge may
     authorize from time to time), to install the Workstyle Server.

Sales and Marketing Support
---------------------------

(1)  Trade Name, Trade Marks and Service Marks
     -----------------------------------------
     Each party shall be allowed to use the trademarks, service marks, logos,
     trade names or similar designations ("Authorized Marks") of the other party
     for brand awareness, marketing materials (defined below) and similar uses
     to promote Workstyle Server, subject to any usage guidelines as a party may
     deliver to the other party time to time.

(2)  Collateral
     ----------
     Reseller's marketing collateral will contain the powered by Wireless
     Knowledge logo.

(3)  Partner Site
     ------------
     Wireless Knowledge will provide Reseller access to a Partner Site that
     contains sales and marketing materials for Reseller to use in its sales and
     marketing efforts, including data sheets and white papers.

(4)  Web Sites
     ---------
     Wireless Knowledge agrees to display Reseller's logo and link on its web
     site. Reseller agrees to display Wireless Knowledge's logo and link on its
     web site.

(5)  Press Release
     -------------
     Upon execution of this Agreement, Wireless Knowledge and Reseller will have
     the right to issue one or more mutually acceptable press releases, which
     frame the relationship and working commitment.

(6)  Reseller Representations, Warranties and Covenants
     --------------------------------------------------

          a. Reseller agrees to provide Wireless Knowledge with copies of all
       brochures, advertisements, direct mail materials and all other marketing
       materials regarding the Workstyle Server for Wireless Knowledge's prior
       review and approval. The purpose of such review shall be to verify the
       accuracy of such materials with respect to the Workstyle Server and the
       appropriate usage of Wireless Knowledge's trademarks and proprietary
       notices (including, without limitation, trademark and copyright notices).
       Reseller agrees to correct all errors and omissions as reasonably
       required by Wireless Knowledge prior to the distribution of such
       materials. Reseller shall provide Wireless Knowledge with copies of such
       materials sufficiently in

                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION
<PAGE>

          advance to allow adequate time for review and for Reseller to correct
          any errors or omissions. Wireless Knowledge shall approve or
          disapprove of such materials within five (5) business days of receipt
          from Reseller. Reseller agrees not to make any use of the trademarks,
          logos or trade names of Microsoft Corporation or Qualcomm,
          Incorporated, or any other Wireless Knowledge affiliate without the
          advance written consent of each such company;

               b. Reseller shall designate an employee as the contact person for
          the administration of this Agreement and advise Wireless Knowledge of
          the employee's name address and phone numbers. Such designated
          employee shall be responsible for all contact with Wireless Knowledge
          regarding the Workstyle Server and this Agreement.

Miscellaneous
-------------

     (1)  Relationship of Parties.
          -----------------------
          The Parties expressly understand and agree that Reseller is an
          independent contractor in the performance of each and every part of
          this Agreement, is solely responsible for all of its employees and
          agents and its labor costs and expenses arising in connection
          therewith. Wireless Knowledge is in no manner associated with or
          otherwise connected with the actual performance of this Agreement on
          the part of Reseller, nor with Reseller's employment of other persons
          or incurring of other expenses. The relationship between Wireless
          Knowledge and Reseller shall not be that of partners, agents, or joint
          ventures for one another, and nothing contained in this Agreement
          shall be deemed to constitute a partnership or agency agreement
          between them for any purpose, including but not limited to federal
          income tax purposes.

     (2)  Limitations of Warranties; Indemnity; Liability
          -----------------------------------------------

               a. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, WIRELESS
          KNOWLEDGE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH
          RESPECT TO THE SOFTWARE PRODUCT WHICH IS PROVIDED AS IS.

               b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
          SHALL EITHER PARTY BY LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL,
          INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN
          ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

               c. THE ENTIRE LIABILITY OF WIRELESS KNOWLEDGE FOR ANY CLAIM OR
          CAUSE OF ACTION ARISING HEREUNDER (WHETHER IN CONTRACT, TORT, OR
          OTHERWISE) SHALL NOT


                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION




<PAGE>

     EXCEED THE AGGREGATE AMOUNTS PAID TO WIRELESS KNOWLEDGE HEREUNDER WITHIN
     THE PRECEEDING YEAR. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
     OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY IN ALL
     INSTANCES.


(3)  Termination
     -----------

          a.  This Agreement may be terminated by either Party by written notice
     to the other Party if the other Party materially breaches any provision of
     this Agreement and such breach is not cured within 30 days after the
     breaching Party receives written notice thereof.

          b.  In no event shall Wireless Knowledge incur any liability
     whatsoever for any damage, loss or expenses, of any kind suffered or
     incurred by Reseller (or for any compensation to Reseller) arising from or
     incident to any termination of this Agreement by Wireless Knowledge that
     complies with the terms of the Agreement.

          c.  Upon termination of this Agreement by either Party or naturally at
     the end of the Term: (i) all rights and obligations of the Parties
     hereunder shall terminate, except that licenses granted to End Users and
     Subscriptions issued to or renewed by Subscribers in accordance with this
     Agreement will remain in effect in accordance with their terms; and (ii)
     Reseller will immediately cease use of and return to Wireless Knowledge all
     Workstyle Server, software, documentation, other proprietary information,
     master disks, catalogues and literature in its possession, custody or
     control in whichever form held (including all copies or embodiments
     thereof) and will cease using any trademarks, trade names, service marks
     and other designations of Wireless Knowledge. Notwithstanding the
     foregoing, Reseller shall be obligated to pay Wireless Knowledge the fees
     set forth in Section 6 of this Agreement for Subscriptions issued or
     renewed by Reseller to the extent not paid prior to termination or
     expiration of this Agreement. At the option of Wireless Knowledge, Wireless
     Knowledge shall assume all agreements with existing End Users and
     Subscribers, who shall revert back to Wireless Knowledge for continued
     support and future sales and renewals of Subscriptions.

          d.  Within ten (10) days of termination of this Agreement, Reseller
     shall report to Wireless Knowledge, in writing, the services Reseller is
     obligated to supply existing customers.

(4)  Indemnification
     ---------------
     Wireless Knowledge and Reseller (each, an Indemnifying Party) shall
     indemnify, defend and hold harmless the other and its affiliates (including

                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION

<PAGE>

     majority shareholders), officers, directors, employees and agents (each, an
     Indemnified Party), from and against any and all damages, losses,
     liabilities and expenses (including reasonable attorney's fees) arising out
     of or relating to any claims, actions or other proceedings that result from
     the Indemnifying Parties (i) intentional misconduct, gross negligence, or
     fraud, (ii) material breach of any representation or warranty made herein,
     (iii) products or services (including, without limitation, any claims that
     such products or services infringe any United States patent, copyright,
     trademark, trade secret or any other proprietary right of any third party),
     (iv) acts or omissions, or (v) misrepresentations in the marketing or other
     promotion of its products or services or the Indemnified Parties products
     or services (except to the extent such misrepresentation is contained in
     any documentation or marketing material supplied by the Indemnified Party).

(5)  Non-exclusive
     -------------
     The rights of the parties are non-exclusive and either party may promote
     and market products or services of other suppliers that are competitive
     with the products and services provided by the other party.

(6)  Restrictions
     ------------

          a. Reseller shall not reverse engineer, decompile or disassemble the
     Software Product except as otherwise specifically permitted by law.

          b. Reseller agrees that it will not modify, make improvements to or
     otherwise alter the Software Product.

(7)  Confidentiality
     ---------------
     Reseller agrees that the Software Product and all code, inventions,
     algorithms, know-how and ideas it obtains from Wireless Knowledge and all
     other business, technical and financial information it obtains from
     Wireless Knowledge are the confidential property of Wireless Knowledge
     ("Proprietary Knowledge"). Except as expressly and unambiguously allowed
     herein, Reseller agrees that it will not disclose any Proprietary Knowledge
     without the prior written consent of Wireless Knowledge and will protect
     any Proprietary Knowledge from improper use or disclosure.

(8)  Governing Law and Legal Actions
     -------------------------------
     This Agreement shall be governed by and construed under the laws of the
     State of California without regard to its conflicts of laws provisions. The
     sole jurisdiction and venue for actions related to the subject matter
     hereof shall be the California state and U.S. federal courts having within
     their jurisdiction San Diego County, California, and both Parties consent
     to the jurisdiction of such courts. In any action or arbitration proceeding
     to enforce rights under this


                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION


<PAGE>

          Agreement, the prevailing Party shall be entitled to recover
          reasonable costs and attorneys' fees.

     (9)  Dispute Resolution
          ------------------
          The parties agree that any disputes concerning the subject matter of
          this Agreement are first to be escalated to a vice president-level
          person at each party who will have three (3) business days to resolve
          the dispute. If the parties are unable to resolve any dispute through
          negotiation the dispute will be submitted for mediation under the CPR
          Mediation Procedure for Business Disputes. Unless the parties agree
          otherwise, the mediator will be selected from the CPR Panel of
          Neutrals. If the matter has not been resolved pursuant to the
          aforesaid mediation procedure within 45 days after appointment of the
          mediator (which period may be extended by mutual consent of the
          parties) the parties will submit the dispute to binding arbitration.
          The arbitration shall be in accordance with the CPR Non-Administered
          Arbitration Rules, and conducted before a single arbitrator. The
          decision of the arbitrator shall be binding upon the parties and
          judgement upon the award may be entered by any court having
          jurisdiction thereof. Unless otherwise agreed, the arbitration shall
          take place in San Diego, CA.

          The parties agree that the United Nations Convention on Contracts for
          the International Sale of Goods is specifically excluded from
          application to this Agreement. The prevailing Party in any such
          arbitration shall be entitled to recover its reasonable attorneys
          fees, arbitrator's fee and costs, in connection with such proceeding.

     (10) Notices
          -------
          All notices and other communications given under this Agreement shall
          be deemed to have been duly given when sent by facsimile (with
          confirmation in writing), or delivered personally or on the third
          business day after being sent by overnight courier service, registered
          or certified first class United States mail (postage prepaid, return
          receipt requested) to the Parties at the facsimile number or address
          set forth herein or at such other address as shall be furnished by the
          Parties by like notice.

     (11) Entire Agreement
          ----------------
          This Agreement, including all Attachments hereto, which are hereby
          incorporated herein by reference, together contain the entire
          understanding between the Parties hereto concerning the subject matter
          addressed in this Agreement, and supersede all proposals, oral or
          written, all negotiations, conversations, or discussions between or
          among Parties relating to the subject matter of this Agreement and all
          past dealing or industry custom.

     (12) Severability
          ------------


                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION

<PAGE>

          If any provision of this Agreement is held to be illegal or
          unenforceable, that provision shall be limited or eliminated to the
          minimum extent necessary so that this Agreement shall otherwise remain
          in full force and effect and enforceable.

(13)      Successors and Assigns
          ----------------------
          This Agreement shall be binding upon and shall inure to the benefit of
          the Parties and their respective legal representatives, successors and
          assigns. Neither Party may assign or transfer its right, benefits,
          interests, duties or obligations under this Agreement without the
          prior written consent of the other Party; provided however, a Party
          shall have the right, without the other Party's consent, to assign or
          otherwise transfer this Agreement to any entity into which such Party
          may be merged or consolidated or which purchases or otherwise acquires
          all or substantially all of the assets of such Party provided that (i)
          such assigning Party shall not be released from its obligations
          hereunder, (ii) the assignee shall be subject to all of the provisions
          of this Agreement, and (iii) the assignee is not a competitor of the
          non-assigning Party.

(14)      Reseller's Governmental Approval Obligations
          --------------------------------------------
          Reseller shall, at its own expense, obtain and arrange for the
          maintenance in full force and effect of all governmental approvals,
          consents, licenses, authorizations, declarations, filings, and
          registrations as may be necessary or advisable for the performance of
          all of the terms and conditions of this Agreement, and if applicable,
          including, but not limited to, foreign exchange approvals, import and
          offer agent licenses, fair trade approvals and all approvals which may
          be required to realize the purposes of this Agreement.

(15)      Export Controls
          ---------------
          Reseller acknowledges that the distribution of the Software Product is
          subject to the export control laws and regulations of the United
          States of America, and any amendments thereof, which restrict exports
          and re-exports of software, technical data, and direct products of
          technical data, including services derived from use of the Software
          Product (the "Direct Products"). Reseller agrees that it will not
          export or re-export any Software Products or Direct Products, or any
          information and documentation related thereto, directly or indirectly,
          without first obtaining permission to do so as required from the
          United States of America Department of Commerce's Bureau of Export
          Administration, or other appropriate governmental agencies, to any
          countries, end-users, or for any end-users that are restricted by U.S.
          export laws and regulations, and any amendments thereof, which
          include, but are not limited to, the following: (i) restricted
          countries: Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria and
          Vietnam: (ii) restricted end users: any end user whom Reseller knows
          or has reason to know will use Software Products or Direct Products in
          the design, development, or production of missiles and missile
          technology, nuclear


                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION
<PAGE>

weapons and weapons technology, or chemical and biological weapons; (iii)
restricted end uses: any use of Software Products and Direct Products related to
the design, development, or production of missiles and missile technology,
nuclear weapons and weapons technology, or chemical and biological weapons.
These restrictions may change from time to time. This Section 10.10 shall not be
construed to give Reseller has the right to sell or distribute the Software
Product outside of the Territory.

                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION

<PAGE>

Wireless Knowledge, Inc.            Insynq, Inc
                                 ----------------------

/s/ Dave Whalen                  /s/ James R. Leigh III
----------------------           ----------------------
Authorized Signature             Authorized Signature


  DAVE WHALEN                      James R. Leigh III
----------------------           ----------------------
Printed Name                     Printed Name

  V P                               President and CTO
----------------------           ----------------------
Title                            Title

  10/31/00                          10/27/00
----------------------           ----------------------
Date                             Date



                              Wireless Knowledge
                    PROPRIETARY & CONFIDENTIAL INFORMATION