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                                                                   Exhibit 10.53

                         REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement"), dated as of the ___
day of November, 2000 is entered into between INSYNQ, Inc., a Delaware
corporation (the "Company"), Kathleen McHenry ("McHenry") and Hagens Berman LLP
("HB") (each of McHenry and HB are hereinafter referred to as a "Holder" and
collectively the "Holders").

     WHEREAS, there are currently outstanding 21,204,346 shares of Common Stock
of the Company;

     WHEREAS, pursuant to any Agreement dated as of the date hereof (the
"Release"), by and among the Company and the Holders, McHenry has received
1,500,000 shares of the Company's common stock, $0.001 par value ("Common
Stock") in connection with the settlement of certain claims described in the
Release, and McHenry is transferring to HB 350,000 shares of Common Stock in
connection with its representation of her, and in connection therewith, the
Holders have been granted registration rights for their shares of Common Stock
(collectively, the "Shares") received pursuant to the Release as of the date
hereof; and

     WHEREAS, in order to insure liquidity in the future, the Holders wish to
have the Shares registered with the SEC (defined below) and the Company has
agreed to grant such registration rights.

     NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound, agree
as follows:

     Definitions. As used herein, the following terms have the following
     -----------
meanings:

     "Register," "registered" and "registration" refer to a registration
effected by filing a registration statement in compliance with the Securities
Act of 1933, as amended (the "Securities Act") and the declaration or ordering
by the Securities and Exchange Commission (the "SEC") of effectiveness of the
registration statement, other than any registration statement on Form S-8, Form
S-4 or as otherwise contemplated under Rule 145 of the Act.

     1.   Registration Rights
          -------------------

          (a)  Piggyback Registration
               ----------------------

               (i)  If the Company at any time proposes to register any of its
shares of Common Stock under the Act, whether of its own accord or at the demand
of any holders of other such securities pursuant to an agreement with respect to
the registration thereof (provided such agreement does not prohibit third
parties from including additional securities in such registration), and if the
form of registration statement proposed to be used may be used for the
registration of the Shares as contemplated hereunder, the
<PAGE>

     Company will give notice to Holders not less than 10 days nor more than 30
     days prior to the filing of such registration statement of its intention to
     proceed with the proposed registration (the "Registration"), and, upon
     written request of the Holders made within ten (10) days after the receipt
     of any such notice (which request will specify the number of Shares
     intended to be disposed of by the Holders and state the intended method of
     disposition thereof), the Company will use its best efforts to cause all
     Shares of Holders as to which registration has been requested to be
     registered under the Act, provided that if such Registration is in
     connection with an underwritten public offering, Holders' Shares to be
     included in such Registration shall be offered upon the same terms and
     conditions as applied to any other securities included in such Registration
     with piggyback registration rights. Notwithstanding anything contained in
     this Section 1(a) to the contrary, the Company shall have no obligation to
     cause Shares to be registered with respect to any Shares which shall be
     eligible for resale under Rule 144 of the Act. If the Company believes it
     is in the best interests of the Company to terminate the Registration for
     any reason, it shall have no obligations to continue the Registration but
     shall promptly notify Holders of such determination.

               (ii)  If a Registration is a primary registration on behalf of
     the Company and is in connection with an underwritten public offering, and
     if the managing underwriters advise the Company in writing that in their
     opinion the amount of securities requested to be included in such
     Registration (whether by the Company, the Holders, or other holders of the
     Company's securities pursuant to any other rights granted by the Company to
     participate in such Registration) exceeds the amount of such securities
     which can be successfully sold in such offering, the Company will include
     in such Registration the amount of securities requested to be included
     which in the opinion of such underwriters can be sold, in the following
     order (A) first, all of the securities the Company proposes to sell, (B)
     second, any other securities requested to be included by holders with
     demand registration rights who are demanding registration, pro rata among
     the holders thereof on the basis if the amount of such securities then
     owned by such holders, (C) third, any other securities held by holders with
     piggyback registration rights requested to be included in such
     Registration, pro rata among the holders thereof on the basis of the amount
     of such securities then owned by such holders.

               (iii) If a Registration is a secondary registration on behalf of
     holders of securities of the Company and is connection with an underwritten
     public offering, and if the managing underwriters advise the Company in
     writing that in their opinion the amount of securities requested to be
     included in such Registration (whether by such holders, by the Holders, or
     by holders of the Company's securities pursuant to any other rights granted
     by the Company to participate in such Registration) exceeds the amount of
     such securities which can be sold in such offering, the Company will
     include in such Registration the amount of securities requested to be
     included which in the opinion of such underwriters can be sold, in the
     following order (A) first, all of the securities requested to be included
     by holders with demand registration rights who are demanding such
     Registration, pro rata among the holders thereof on the basis of the amount
     of such securities then owned by such holders, and (B) second, any other
     securities held by

REGISTRATION RIGHTS AGREEMENT - PAGE 2
<PAGE>

     holders with piggyback registration rights, requested to be included in
     such Registration, pro rata among the holders thereof on the basis of the
     amount of such securities then owned by such holders.

          (b)  Lock Up Provisions
               ------------------

          In connection with the Company's obligations as provided in Section 1
     hereof, the Holders each agree that their Shares to be listed under any
     Registration shall be subject to a lock-up restriction and shall not be
     sold pursuant to such Registration or otherwise until 180 "trading days"
     following the date Insynq's next registration statement filed with the SEC
     becomes effective (the "Lock Up Period"), after which date the Holders may
     begin selling under the Registration that number of Shares which they would
     have otherwise been allowed to sell pursuant to the volume limitation
     provisions of Rule 144 under the Securities Act of 1933, as amended, as if
     Holders had each held their Shares for one year as required by Rule 144.
     Pursuant to Rule 144, sales by each Holder after the Lock Up Period
     pursuant to the Registration, during any three month calendar period, shall
     not exceed the greater of:

               (i)  One percent (1%) of the Company's outstanding shares of
     Common Stock as shown by the most recent report or statement published by
     the Company with the SEC, or

               (ii) The average weekly reported volume of trading in such
     securities on all national securities exchanges and/or reported through the
     automated quotation system of a registered securities association during
     the four (4) calendar weeks preceding the sale.

          If another investor or potential investor requires in the future a
     lockup agreement with restrictions greater than those stated, above,
     including, without limitation, a lockup for a length of time greater than
     180 "trading days" from the effective date of Insynq II's next registration
     statement filed with SEC (excluding registration statements on Form S-8,
     Form S-4 or any other registration for employee stock issuance), McHenry
     and Hagens-Berman agree to negotiate with Insynq II in good faith with
     respect to such greater restrictions, McHenry and Hagens-Berman having been
     advised that such financing is very important to the continued existence of
     Insynq II.

          Any breach by a Holder of the lock up provisions provided herein shall
     entitle the Company to de-register any or all of that Holder's Shares.

          Once the Shares have been held by the Holders for one year after the
     date hereof, the Holders will be able to sell Shares under the limitations
     of Rule 144 and may continue to sell their Shares pursuant to such
     limitations, provided that no lock up is in place at that time.

REGISTRATION RIGHTS AGREEMENT - PAGE 3

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     2.   Cooperation by the Holders.
          --------------------------

          (a)  The Holders will furnish to the Company in writing such
     information about the Holders as the Company may reasonably require from
     the Holders in connection with the preparation of the registration
     statement (and the prospectus included therein).

          (b)  The Holders will not (until further notice) effect sales of
     Shares after receipt of telegraphic or written notice from the Company to
     suspend sales to permit the Company to correct or update a registration
     statement or prospectus; the Company agrees to use commercially reasonable
     efforts to promptly prepare and file any such correction or update.

          (c)  If required by the Company, Holders agree to provide the Company
     with written representations of fact about the Holders reasonably necessary
     to permit the Company and its counsel to conclude that all sales of Shares
     made in connection with the registration were made in compliance with all
     applicable securities laws, including, without limitation, the prospectus
     delivery requirements of Section 5 of the Securities Act and any applicable
     restrictions of Rules 10b-6 and 10b-7 of the Securities Exchange Act of
     1934, as amended.

          (d)  In connection with the sale of any Shares under any applicable
     Registration Statement, the Holders will comply with any and all
     requirements of Rule 144 promulgated under the Securities Act pursuant to
     the definition therein of the term "affiliate" and the application of such
     term to each Holder.

     If any Registration is underwritten, Holders shall (i) agree to sell their
     Shares on the basis provided in any underwriting arrangement approved by
     the Company and (ii) complete and execute all questionnaires, powers of
     attorney, indemnities, indemnity agreements, and other documents requested
     thereunder; provided that Holders shall only be required to make
     representations and warrants regarding Holders and their intended method of
     distribution.


     3.   Expenses of Registration.
          ------------------------

          All expenses incurred in effecting any registration pursuant to this
     Agreement including, without limitation, all registration and filing fees,
     printing expenses, expenses of compliance with blue sky laws, fees and
     disbursements of counsel for the Company and expenses of any audits
     incidental to or required by any such registration, shall be borne by the
     Company, except that (i) all underwriting discounts and commissions
     attributable to Shares being sold by the Holders, and (2) any cost or
     expenses of Holders, individual accountants or attorneys or other costs or
     expenses incurred in their discretion shall be borne by the Holders.
     Without limiting the generality of the foregoing, the

REGISTRATION RIGHTS AGREEMENT - PAGE 4



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     Company shall pay all of the following registration expenses: (a) the
     Company's internal expenses (including, without limitation, all salaries
     and expenses of its officers and employees performing legal or accounting
     duties), (b) to the extent not already incurred, the fees and expenses
     incurred in connection with the listing on an exchange, the Nasdaq Stock
     Market, or inter-dealer quotation system of the Shares, (c) all
     registration and filing fees, (d) fees and expenses of compliance with
     securities or blue sky laws (including fees and disbursements of counsel in
     connection with blue sky qualifications of the Shares), (e) printing
     expenses and engraving expenses, (f) fees and disbursements of counsel to
     the Company and customary fees and expenses for independent certified
     public accountants retained by the Company, and (g) the fees and expenses
     of any special experts retained by the Company. Holders shall be
     responsible for the fees and expenses incurred by this agreement, including
     but not limited to costs of Holders' counsel.

     4.   Notices.
          -------

          Any and all notices, designations, consents, offers, acceptances or
     other communications provided for herein (each a "Notice") shall be given
     in writing by overnight courier, telegram or telecopy which shall be
     addressed, or sent, to the Company as follows (or such other address as the
     Company or the Holders may specify to the Company and all other parties by
     Notice):


     If to Insynq:                 INSYNQ, Inc.
                                   1101 Broadway Plaza
                                   Tacoma, Washington 98402
                                   Attn: President
                                   Telecopy: (253) 404-3842

     and to the Holders at:

     If to McHenry:                Kathleen McHenry
                                   4732 Lakeshore Lane SE, #A
                                   Olympia, WA 98513
                                   Facsimile (306) 459-4982

                                   With a copy to:

                                   Anthony D. Shapiro
                                   1301 Fifth Avenue, Suite 2900
                                   Seattle, WA 98101
                                   Facsimile (206) 623-0594

     If to HBLLP:                  Anthony D. Shapiro
                                   1301 Fifth Avenue, Suite 2900
                                   Seattle, WA 98101

REGISTRATION RIGHTS AGREEMENT - PAGE 5


<PAGE>

                                   Facsimile (206) 623-0594

     All Notices shall be deemed effective and received (a) if given by
     telecopy, when the telecopy is transmitted to the telecopy number specified
     above and receipt thereof is confirmed; (b) given by overnight courier, on
     the business day immediately following the date on which the Notice is
     delivered to a reputable overnight courier service; or (c) if given by
     telegram, when the Notice is delivered at the address specified above.

     5.   Amendment.
          ---------

          The terms of this Agreement may not be amended, modified or otherwise
     revised except by the written consent of the Company and each of the
     Holders.

     6.   Binding Effect and Assignment.
          -----------------------------

          This Agreement and all of the provisions hereof shall be binding upon
     and inure to the benefit of the parties hereto and their respective heirs,
     administrators, executors, successors and permitted assigns, but, except as
     otherwise specifically provided herein, neither this Agreement nor any of
     the rights, interests or obligations of the parties hereto may be assigned
     by McHenry or HB without prior written consent of the Company. This
     subdivision does not apply to shares of the Release Shares of the HB Shares
     sold through a permitted brokerage transaction as allowed under applicable
     law and the Registration Rights Agreement.

     7.   Counterparts; Facsimile Execution.
          ---------------------------------

          This Agreement may be executed in two or more counterparts and each
     counterpart shall be deemed to be an original and which counterparts
     together shall constitute one and the same agreement of the parties hereto.
     Each party to this Agreement agrees that it will be bound by its own
     telecopy signature and that it accepts the telecopy signature of each other
     party to this Agreement.

     8.   Choice of Law.
          -------------

          THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
     WASHINGTON WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF
     AND WILL, TO THE MAXIMUM EXTENT PRACTICABLE, BE DEEMED TO CALL FOR
     PERFORMANCE IN PIERCE COUNTY, WASHINGTON.

     9.   Entire Agreement.
          ----------------

REGISTRATION RIGHTS AGREEMENT - PAGE 6

<PAGE>

          This Agreement contains the entire understanding of the parties hereto
     respecting the subject matter hereof and supersedes all prior agreements,
     discussions and understandings with respect thereto.

     10.  Cumulative Rights.
          -----------------

          The rights of the parties under this Agreement are cumulative and in
     addition to all similar and other rights of the parties under other
     agreements.

     11.  Severability and Reformation.
          ----------------------------

          If any provision of this Agreement is held to be illegal, invalid or
     unenforceable under any present or future law, such provision shall be
     fully separable, and this Agreement shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     thereof, the remaining provisions of this Agreement shall remain in full
     force and effect and shall not be affected by the illegal, invalid or
     unenforceable provision or by its severance therefrom, and in lieu of such
     illegal, invalid or unenforceable provision, there shall be added
     automatically as a part of this Agreement, a legal, valid and enforceable
     provision as similar in terms to such illegal, invalid or unenforceable
     provision as may be possible, and the parties hereto request the court or
     any arbitrator to whom disputes relating to this Agreement are submitted to
     reform the otherwise illegal, invalid or unenforceable provision in
     accordance with this Section 10.

     12.  Arbitration.
          -----------

          IN THE EVENT OF A DISPUTE HEREUNDER WHICH CANNOT BE RESOLVED BY THE
     PARTIES AMONG THEMSELVES, SUCH DISPUTE SHALL BE SETTLED BY ARBITRATION IN
     ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN
     ARBITRATION ASSOCIATION AND JUDGMENT ON THE AWARD RENDERED BY THE
     ARBITRATION PANEL (WHICH SHALL BE A ONE PERSON PANEL) MAY BE ENTERED IN ANY
     COURT OR TRIBUNAL OF COMPETENT JURISDICTION. THE COMPANY AND THE HOLDERS
     AGREE THAT ALL ARBITRATIONS OCCURRING UNDER THIS SECTION 11 SHALL BE HELD
     IN THE CITY OF TACOMA, WASHINGTON.

     13.  Indemnification.
          ---------------

          (a)  Indemnification by the Company. The Company will indemnify
               ------------------------------
     Holders against any and all claims, losses, damages, and liabilities (or
     actions in respect thereof) arising out of or based on any untrue statement
     (or alleged untrue statement) of any material fact contained in any
     prospectus, offering circular or other document incident to any
     registration, qualification or compliance (or in any related registration
     statement, notification or the like) or any omission (or alleged omission)
     to state therein any material fact required to be stated therein or
     necessary to make the statements therein not misleading, or any violation
     by the Company of any rule or regulation promulgated under

REGISTRATION RIGHTS AGREEMENT - PAGE 7
<PAGE>

     the Securities Act applicable to, and relating to any action or inaction
     required of, the Company in connection with any such registration,
     qualification or compliance, and the Company will reimburse Holders for any
     legal and any other expenses reasonably incurred by them in connection with
     investigating or defending any such claim, loss, damage, liability or
     action; provided, however, that the Company will not be liable in any such
     claim, loss, damage or liability arises out of or is based on any untrue
     statement or omission based upon written information furnished to the
     Company by Holders for use in such prospectus, offering circular or other
     document.

          (b)  Indemnification by Holders.  Each Holder will, if securities held
               --------------------------
     by such Holder are included in the securities as to which such registration
     qualification or compliance is being effected, indemnify the Company and
     its officers and directors and each entity or individual who controls the
     Company (within the meaning of the Securities Act) and their respective
     successors in title and assigns against any and all claims, losses, damages
     and liabilities (or actions in respect thereof) arising out of or based on
     any untrue statement (or alleged untrue statement) of any material fact
     contained in any prospectus, offering circular or other document incident
     to any registration, qualification or compliance (or in any related
     registration statement, notification or the like) or any omission (or
     alleged omission) to state therein any material fact required to be stated
     therein or necessary to make the statement therein not misleading, and such
     Holder will reimburse the Company and its officers, directors, and
     controlling entities or individuals for any legal and any other expenses
     reasonably by them incurred in connection with investigating or defending
     any such claim, loss, damage, liability or action; provided, however, that
     this paragraph (b) shall apply only if (and only to the extent that) such
     statement or omission was made in reliance upon written information
     furnished to the Company in an instrument duly executed by such Holder or
     any of its officers, directors, or controlling entities or individuals and
     stated to be specifically for use in such prospectus, offering circular or
     other document (or related registration statement, notification or the
     like) or any amendment or supplement thereto, provided further that the
     indemnity agreement contained in this Section 12(b) shall not apply to
     amounts paid in settlement of any such claims, losses, damages, liabilities
     and actions if such settlement is effected without the consent of the
     Holder, which such consent shall not be unreasonably withheld provided
     further, that in no event shall any indemnity under this Section 12(b)
     exceed the net proceeds from the offering reviewed by such Holder.

          (c)  Indemnification Proceedings. Each party entitled to
               ---------------------------
     indemnification pursuant to this Section 12 (the "Indemnified Party") shall
     give notice to the party required to provide indemnification pursuant to
     this Section 12 (the "Indemnifying Party") promptly after such Indemnified
     Party acquires actual knowledge of any claim as to which indemnity may be
     sought, and shall permit the Indemnifying Party (at its expense) to assume
     the defense of any claim or any litigation resulting therefrom; provided
     that counsel for the Indemnifying Party, who shall conduct the defense of
     such claim or litigation, shall be acceptable to the Indemnified Party, and
     the Indemnified Party may participate in such defense at such party's
     expense; and provided, further, that the failure by any Indemnified Party
     to give notice as provided in this paragraph (c) shall

REGISTRATION RIGHTS AGREEMENT - PAGE 8
<PAGE>

     not relieve the Indemnifying Party of its obligations under Section 12
     except to the extent that the failure results in a failure of actual notice
     to the Indemnifying Party and such Indemnifying Party is damaged solely as
     a result of the failure to give notice. No Indemnifying Party, in the
     defense of any such claim or litigation, shall, except with the consent of
     each Indemnifying Party, consent to entry of any judgment or enter into any
     settlement which does not include as an unconditional term thereof the
     giving by the claimant or plaintiff to such Indemnified Party of a release
     from all liability in respect to such claim or litigation. The
     reimbursement required by this Section 12 shall be made by periodic
     payments during the course of the investigation or defense, as and when
     bills are received or expenses incurred.

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


                                        INSYNQ, INC.
                                        a Delaware corporation


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        KATHLEEN MCHENRY, individually


                                         /s/ Kathleen McHenry
                                        ----------------------------------------

                                        HAGENS BERMAN LLP


                                        By: /s/ Anthony D. Shapiro
                                           -------------------------------------
                                        Name: Anthony D. Shapiro
                                             -----------------------------------
                                        Title: Partner
                                              ----------------------------------

REGISTRATION RIGHTS AGREEMENT - PAGE 9