EXHIBIT 10.155


                            ASSET PURCHASE AGREEMENT


                   Dated as of April 30, 2005, by and between

                                   INSYNQ, INC
                              a Nevada corporation,

                                       and

                                  APTUS, CORP.
                              a Nevada corporation


                                TABLE OF CONTENTS


ASSET PURCHASE AGREEMENT.......................................................1

   RECITALS....................................................................1
   AGREEMENT...................................................................1

ARTICLE I......................................................................1

   DEFINITIONS.................................................................1
   SALE AND PURCHASE OF ASSETS.................................................4
         2.1   Purchase and Sale of Assets.....................................4
         2.2   Assumption of Liabilities.......................................4
         2.3   Purchase Price..................................................4
         2.4   The Closing.....................................................4
         2.5   Deliveries at the Closing.......................................4

ARTICLE III....................................................................5

   REPRESENTATIONS AND WARRANTIES OF APTUS.....................................5
         3.1   Existence; Good Standing; Corporate Authority;
               Compliance with Law.............................................5
         3.2   Authorization, Validity and Effect of Agreements................5
         3.3   No Violation....................................................6
         3.4   Financial Statements............................................6
         3.5   Absence of Undisclosed Liabilities..............................6
         3.6   Absence of Certain Changes or Events............................7
         3.7   No Contracts, Etc...............................................8
         3.8   Litigation......................................................9
         3.9   Authorization...................................................9
         3.10  Taxes..........................................................10
         3.11  Proprietary Rights.............................................10
         3.12  ERISA..........................................................10
         3.13  Fees...........................................................10
         3.14  Books and Records..............................................11
         3.15  Disclosure.....................................................11

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ARTICLE IV....................................................................11

         4.1   Operations.....................................................11
         4.2   Meeting of Stockholders; Compliance with Nevada Corporate Law..12
         4.3   No Change......................................................12
         4.4   Access; Confidential Information...............................13
         4.5   Obtain Consents................................................13
         4.6   Exclusivity....................................................13

ARTICLE V.....................................................................14

   INTERIM OPERATING COVENANTS OF INSYNQ......................................14
         5.1   Operations.....................................................14
         5.2   Compliance with Nevada Corporate Law...........................14
         5.3   Obtain Consents................................................15

ARTICLE VI....................................................................15

   ADDITIONAL COVENANTS OF THE PARTIES........................................15
         6.1   Filings; Other Action..........................................15
         6.2   Further Action.................................................15
         6.3   Expenses.......................................................16
         6.4   Brokers and Finders Fees.......................................16
         6.5   Notices of Certain Events......................................16
         6.6   Completion of Due Diligence....................................16
         6.7   Preparation of Schedules and Exhibits..........................16

ARTICLE VII...................................................................17

   CONDITIONS TO CLOSING......................................................17
         7.1   Conditions to Each Party's Obligations.........................17
         7.2   Conditions to Obligation of Aptus to Effect this Agreement.....18
         7.3   Conditions to Obligation of Insynq to Effect this Agreement....19

ARTICLE VIII..................................................................20

   TERMINATION................................................................20
         8.1   Termination by Mutual Consent..................................20
         8.2   Termination by Either Party....................................20
         8.3   Effect of Termination and Abandonment..........................20
         8.4   Extension; Waiver..............................................21

ARTICLE IX....................................................................21

   GENERAL PROVISIONS.........................................................21
         9.1   Notices........................................................21
         9.2   Assignment, Binding Effect.....................................22
         9.3   Entire Agreement...............................................22
         9.4   Amendment......................................................22
         9.5   Subsequent Actions.............................................22

<PAGE>

         9.6   Governing Law..................................................23
         9.7   Counterparts...................................................23
         9.8   Headings.......................................................23
         9.9   Interpretation.................................................23
         9.10  Waivers........................................................23
         9.11  Attorneys' Fees................................................23
         9.12  Survival.......................................................24
         9.13  Incorporation of Exhibits......................................24
         9.14  Severability...................................................24
         9.15  Enforcement of Agreement.......................................24
         9.16  Consent........................................................24

EXHIBIT A.....................................................................27

EXHIBIT B.....................................................................28

         Schedule 3.1  Existence: Good Standing; Corporate Authority;
                       Compliance with Law....................................29
         Schedule 3.3  No Violation...........................................29
         Schedule 3.5  Absence of Undisclosed Liabilities.....................29
         Schedule 3.6  Absence of Certain Changes or Events...................29

SCHEDULE 3.7   NO CONTRACTS, ETC..............................................35

         3.7(b)...............................................................35
         3.7(c)...............................................................35
         3.7(d)...............................................................35
         3.7(e)...............................................................35
         3.7(f)...............................................................35
         3.7(g)...............................................................35
         3.7(h)...............................................................36

SCHEDULE 3.8   LITIGATION.....................................................36

SCHEDULE 3.11  PROPRIETARY RIGHTS.............................................36

SCHEDULE 3.13  FEES...........................................................36

SCHEDULE 3.14  BOOKS AND RECORDS..............................................36

EXHIBIT 8.2(D)................................................................37

EXHIBIT 8.3(D)................................................................38

<PAGE>

                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement")  is entered into as of
April 30, 2005, among Insynq, Inc. ("Insynq" or "Buyer"),  a Nevada corporation,
and Aptus, Corp., a Nevada corporation  ("Aptus"),  upon the following terms and
conditions:

                                    RECITALS

      A.    Insynq is  corporation  whose common shares are quoted on the Nasdaq
Electronic Bulletin Board under the symbol "INSN.OB."

      B.    Aptus is a privately held corporation that owns certain  proprietary
technology  and  other  property  and  assets,  and  related  trade  names,  and
trademarks, which are used in the operation of Aptus' business.

      C.    This Agreement  provides for the sale by Aptus,  and the purchase by
Insynq,   of  those  assets  listed  on  Schedule  "A",  in  consideration   for
$328,381.15,  which all of the terms and conditions as hereinafter set forth and
further provides for the rescission of the Master Licensing Agreement.

                                    AGREEMENT

      NOW,  THEREFORE,  in  consideration  of the foregoing  premises and of the
provisions,  representations,  warranties,  covenants and  agreements  contained
herein and other good and valuable consideration, the parties agree as follows.

                                    ARTICLE I

                                   DEFINITIONS

      "Acquired  Assets"  means all right,  title,  and  interest  in and to the
assets of Aptus, listed on Schedule "A",  including:  a) all of the Intellectual
Property,  and goodwill associated  therewith,  licenses and sublicenses granted
and obtained  with respect  thereto,  and rights  thereunder,  remedies  against
infringements  thereof,  and rights to protection of interests therein under the
laws of all jurisdictions,  (c) agreements,  contracts,  indentures,  mortgages,
instruments,  security interests,  guaranties,  other similar arrangements,  and
rights thereunder,  (d (e) claims,  deposits,  prepayments,  refunds,  causes of
action, chooses in action, rights of recovery,  rights of set off, and rights of
recoupment associated therewith, (f) franchises,  approvals,  permits, licenses,
orders, registrations, certificates, variances, and similar rights obtained from
governments and governmental agencies associated therewith,  (g) books, records,
ledgers,   files,  documents,   correspondence,   lists,  plans,  drawings,  and
specifications,  creative  materials,  advertising  and  promotional  materials,
studies,  reports,  and  other  printed  or  written  specifications,   creative
materials,  advertising and promotional materials,  studies,  reports, and other


<PAGE>

printed or written materials associated therewith,  provided,  however, that the
Acquired Assets shall not include: (i) the corporate charter,  qualifications to
conduct business as a foreign  corporation,  arrangements with registered agents
relating to foreign  qualifications,  taxpayer and other identification numbers,
seals, minute books, stock transfer books, blank stock  certificates,  and other
documents relating to the organization, maintenance, and existence of Aptus as a
corporation  or (ii) any of the rights of Aptus under this  Agreement  (or under
any side  agreement  between  Aptus on the one hand and Insynq on the other hand
entered into on or after the date of this Agreement).

      "Act" means the Securities Act of 1933.

      "Assumed   Liabilities"   means  (a)  those   liabilities   of  Aptus  set
specifically  forth on Schedule "B" attached hereto,  pertaining to the Acquired
Assets,  (b) all obligations of Aptus under the agreements,  contracts,  leases,
licenses,  and other  arrangements  referred  to in the  definition  of Acquired
Assets either (i) to furnish goods,  services,  and other  non-cash  benefits to
another  party after the Closing or (ii) to pay for goods,  services,  and other
non-cash benefits that another party will furnish to it after the Closing.

      "Closing" has the meaning set forth in Section 2.4 below.

      "Closing Date" has the meaning set forth in Section 2.4 below.

      "Exchange Act" means the Securities Exchange Act of 1934.

      "Financial Statement" has the meaning set forth in Section 3.4 below.

      "GAAP" means United States generally accepted accounting  principles as in
effect from time to time.

      "Governmental  Permits"  means any permits  and/or  license  issued by any
federal,  state, local, or foreign government to Insynq or Aptus, as applicable,
which,  without  such  permit or  license,  would  result in a Material  Adverse
Effect.

      "Intellectual  Property" means (a) all inventions  (whether  patentable or
un-patentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
re-issuances, continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential  business  information  (including ideas,  research and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing  plans and  proposals),  and (h) all copies and  tangible  embodiments
thereof (in whatever form or medium).


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<PAGE>

      "Liability"  means  any  liability  (whether  known  or  unknown,  whether
asserted or  unasserted,  whether  absolute or  contingent,  whether  accrued or
unaccrued,  whether  liquidated  or  unliquidated,  and whether due or to become
due), including any liability for Taxes.

      "Material Adverse Effect" means a material adverse change in the business,
properties,  financial condition,  results of operations, or prospects of either
Aptus or Insynq, as applicable, taken as a whole.

      "Ordinary  Course of  Business"  means  the  ordinary  course of  business
consistent with past custom and practice (including with respect to quantity and
frequency).

      "Party" has the meaning set forth in the preface above.

      "Person"  means  an  individual,   a   partnership,   a  corporation,   an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department,  agency, or political
subdivision thereof).

      "Proprietary Rights" means the rights to (i) Intellectual  Property;  (ii)
contracts or agreements  granting any right,  title,  license or privilege under
the  Intellectual  Property  rights  of any  third  party;  and  (iii) all other
proprietary information.

      "SEC" means the United States Securities and Exchange Commission.

      "Tax" (or "Taxes") means any federal,  state,  local,  or foreign  income,
gross  receipts,  license,  payroll,   employment,   excise,  severance,  stamp,
occupation, premium, windfall profits, environmental (including taxes under Code
Sec. 59A),  customs  duties,  capital stock,  franchise,  profits,  withholding,
social security (or similar), unemployment,  disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever,  including any interest
penalty, or addition thereto, whether disputed or not.

      "Tax Return" means any return,  declaration,  report, claim for refund, or
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.


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<PAGE>

                                   ARTICLE II

                           SALE AND PURCHASE OF ASSETS

      2.1   Purchase and Sale of Assets.

On and subject to the terms and conditions of this  Agreement,  Insynq agrees to
purchase from Aptus, and Aptus agrees to sell, transfer,  convey, and deliver to
Insynq,  all  of the  Acquired  Assets  at the  Closing  for  the  consideration
specified below in this Article 2.

      2.2   Assumption of Liabilities.

On and subject to the terms and conditions of this  Agreement,  Insynq agrees to
assume and become responsible for all of the Assumed Liabilities at the Closing.
Insynq will not assume or have any responsibility,  however, with respect to any
other  obligation  or  Liability  of Aptus not  expressly  included  within  the
definition of Assumed Liabilities.

      2.3   Purchase Price.

The  aggregate  purchase  price for the  Acquired  Assets  shall  consist of the
following:  (a) in the amount of  $328,381.15  and (b) the  issuance of a credit
memo by Insynq to Aptus, in the amount of $328,381.15 indicating full payment of
Aptus' entire indebtedness to Insynq as of the date hereof.

      2.4   The Closing.

The closing of the transaction  contemplated by this Agreement (the  "Closing"),
shall take place at the offices of Aptus, 1127 Broadway Plaza,  Tacoma,  Nevada,
98402 on or before  June 1,  2005,  commencing  at 9:00 a.m.  local  time on the
second  business day following the  satisfaction  or waiver of all conditions to
the  obligations  of the Parties to  consummate  the  transactions  contemplated
hereby (other than  conditions  with respect to actions the  respective  Parties
will take at the Closing  itself) or such other date as the Parties may mutually
determine (the "Closing Date");  provided,  however, that the Closing Date shall
be no earlier than May 1, 2005

      2.5   Deliveries at the Closing.

At the  Closing,  (i) Aptus will  deliver to Insynq  the  various  certificates,
instruments,  and documents  referred to in Section 8.2 below;  (ii) Insynq will
deliver to Aptus the various certificates,  instruments,  and documents referred
to in Section 9.3 below; (iii) Aptus will execute, acknowledge (if appropriate),


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<PAGE>

and deliver to Insynq: (A) assignments (including real property and Intellectual
Property  transfer  documents) in the forms attached  hereto as Exhibit "A"; and
(B) such other  instruments  of sale,  transfer,  conveyance,  and assignment as
Insynq and its counsel  reasonably  may request;  and (iv) Insynq will  execute,
acknowledge  (if  appropriate),  and deliver to Aptus:  (A) an assumption in the
form  attached  hereto  as  Exhibit  "B";  and (B)  such  other  instruments  of
assumption as Aptus and its counsel reasonably may request.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF APTUS

      Aptus  represents  and warrants to Insynq as of the date of this Agreement
as follows:

      3.1   Existence; Good Standing; Corporate Authority; Compliance with Law.

            (a)   Aptus is a corporation duly  incorporated,  validly  existing,
and in good standing  (including tax good standing)  under the laws of the State
of Nevada.  Aptus is duly  licensed  or  qualified  to do  business as a foreign
corporation and is in good standing under the laws of the  jurisdictions  listed
in Schedule 3.1, which list contains all jurisdictions in which the character of
the properties owned or leased by it or in which the transaction of its business
makes  such  qualification   necessary,  in  each  case  except  as  would  not,
individually  or in the  aggregate,  reasonably  be  expected to have an adverse
effect (as defined in subparagraph (c) below).

            (b)   Aptus has all requisite  corporate power and authority to own,
operate,  and lease the  Acquired  Assets and carry on its business as presently
conducted.

            (c)   The sale of the  Acquired  Assets by Aptus is not in violation
of any law,  ordinance,  governmental  rule or regulation nor is the sale of the
Acquired  Assets in  violation of any order,  judgment,  or decree of any court,
governmental authority, or arbitration board or tribunal.

      3.2   Authorization, Validity and Effect of Agreements.

            (a)   Aptus  has the  requisite  corporate  power and  authority  to
execute and deliver this Agreement and all agreements and documents contemplated
hereby.  The consummation by Aptus of the transactions  contemplated  hereby has
been duly authorized by all requisite  corporate action of Aptus. This Agreement
has  been  duly  executed  and   delivered  by  Aptus  and,   assuming  the  due
authorization, execution and delivery by Insynq, constitutes, and all agreements
and documents  contemplated  hereby (when executed and delivered pursuant hereto
for value  received) will constitute  valid and legally  binding  obligations of
Aptus,  enforceable  against Aptus in accordance  with their  respective  terms,
except  to  the  extent  that   enforceability  may  be  limited  by  applicable
bankruptcy, insolvency, moratorium, or other similar laws relating to creditors'
rights  and  general   principles   of  equity   (regardless   of  whether  such
enforceability  is considered  in a proceeding in equity or at law),  including,
without limitation,  the possible unavailability of specific performance,  other
injunctive  relief or other equitable  remedies and an implied  covenant of good
faith and fair dealing.


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<PAGE>

            (b)   The  necessary  and  affirmative  vote of the  holders  of the
issued and outstanding  shares of Aptus Stock present in person or by proxy at a
duly convened and held meeting of the  stockholders of Aptus to approve the sale
of Aptus Assets pursuant to the terms hereof has been obtained.

      3.3   No Violation.

Neither the execution or delivery by Aptus of this  Agreement and all agreements
or  documents  contemplated  therein  nor  the  consummation  by  Aptus  of  the
transactions contemplated therein, will: (i) conflict with or result in a breach
of any  provisions  of the Articles of  Incorporation  or Bylaws of Aptus;  (ii)
except as set forth in Schedule 3.3, violate,  conflict with, result in a breach
of any  provision  of,  constitute a default (or an event which,  with notice or
lapse  of time or  both,  would  constitute  a  default)  under,  result  in the
termination  or in a right of  termination or  cancellation  of,  accelerate the
performance  required  by,  result in the  triggering  of any  payment  or other
obligations  pursuant to, result in the creation of any lien, security interest,
charge  or  encumbrance  upon any of the  Acquired  Assets,  or  result in being
declared void,  voidable,  or without further binding effect,  any of the terms,
conditions,  or  provisions  of  any  note,  bond,  mortgage,   indenture,  loan
agreement,  deed of trust, or any license,  franchise,  permit, lease, contract,
agreement or other  instrument,  commitment  or  obligation  to which Aptus is a
party,  or by which Aptus or any of its  properties is bound or affected;  (iii)
violate any law, statute,  rule,  regulation,  judgment, or decree applicable to
Aptus;  or  (iv)  require  any  consent,   approval,  or  authorization  of,  or
declaration,  filing,  or  registration  with,  any  governmental  or regulatory
authority.

      3.4   Financial Statements.

The audited balance sheet ("Aptus Balance Sheet") and statement of operations as
of and for the 12 (twelve)  months  ended  December  2003,  audited by De Joya &
Company,  attached  to  Schedule  3.4,  are  prepared  in  accordance  with GAAP
consistently  applied  throughout the periods  involved  except as otherwise set
forth  therein and present  fairly the  financial  condition of Aptus as of such
date and the results of  operations  of Aptus for the year 9  (nine)months  then
ended,  except that such financial  statements are subject to normal adjustments
that  are not and are not  expected  to be,  individually  or in the  aggregate,
material  in amount and do not  include  certain  notes which may be required by
GAAP.

      3.5   Absence of Undisclosed Liabilities.

Except as and to the extent reflected or reserved against in Aptus Balance Sheet
or set forth in Schedule 3.5, at the date of Aptus Balance Sheet,  Aptus did not
have any  obligation  or  liability  of any kind  whatsoever  (whether  accrued,


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<PAGE>

absolute,  contingent,  unliquidated,  civil, criminal, or otherwise and whether
due or to become due),  whether or not any such  liability or  obligation  would
have been  required to be disclosed on a balance  sheet  prepared in  accordance
with GAAP, that, individually or in the aggregate, could have a Material Adverse
Effect on Aptus.

      3.6   Absence of Certain Changes or Events.

            (a)   Except as set forth on Schedule 3.6,  since December 31, 2004,
no event or events have occurred,  which  individually  or in the aggregate have
had an  Aptus  Material  Adverse  Effect,  and  there  exists  no  condition  or
contingency  that could  reasonably  be expected to result in an Aptus  Material
Adverse Effect.

            (b)   Since the date of Aptus  Balance Sheet and except as set forth
in Schedule 3.6, Aptus has not:

                  (i)   declared, set aside, paid, or made any dividend or other
distribution  on or in respect of any shares of its capital stock or directly or
indirectly redeemed,  retired,  purchased, or otherwise acquired any such shares
or any option, warrant,  conversion privilege,  preemptive right, or other right
or agreement  to acquire the same or any other  securities  convertible  into or
evidencing the right to purchase or otherwise acquire the same;

                  (ii)  made any amendments to its Articles of  Incorporation or
Bylaws:

                  (iii) made any change in the  number of shares of its  capital
stock authorized, issued, or outstanding or authorized, issued, granted, or made
any option, warrant,  conversion privilege,  preemptive right, or other right or
agreement  to  acquire  the same or any  other  securities  convertible  into or
evidencing the right to acquire the same;

                  (iv)  incurred any  indebtedness  or borrowed money other than
as set forth in Schedule 3.7(b)(iv); which borrowings shall not exceed $5,000 in
the aggregate;

                  (v)   incurred  any  obligation  or liability  (contingent  or
otherwise), outside the Ordinary Course of Business;

                  (vi)  discharged or satisfied any lien or  encumbrance or paid
any  obligations  or  liability   (fixed  or  contingent)   other  than  current
liabilities paid to unrelated parties,  wages paid to officers and employees and
director's fees paid to directors, each in the Ordinary Course of Business;

                  (vii) mortgaged, pledged, or subjected to any lien, charge, or
other  encumbrance  any of its  respective  properties  or assets  (tangible  or
intangible) except liens for current property taxes not yet due and payable;

                  (viii) sold,  assigned,   leased,   transferred  or  otherwise
disposed of, or agreed to sell, assign, lease, transfer or otherwise dispose of,
any of its tangible  assets other than sales of inventory in the Ordinary Course
of Business;


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<PAGE>

                  (ix)  entered into any transaction, contract, or commitment;

                  (x)   made  any  capital   expenditures   or  any   commitment
therefore in excess of $1,000 in the aggregate except as consented to by Insynq;

                  (xi)  adopted or made any change in any executive compensation
plan, bonus plan, incentive compensation plan, deferred compensation  agreement,
or other employee benefit plan or arrangement;

                  (xii) entered into any  employment or consulting  agreement or
arrangement,  or granted or paid any bonus,  or made or granted any general wage
or  salary  increase  or any  specific  increase  in the  wages or salary of any
employee;

                  (xiii) suffered  any casualty  loss or damage,  whether or not
such loss or damage shall have been covered by insurance;

                  (xiv) canceled  or  compromised  any debt or claim  except for
adjustments made in the Ordinary Course of Business that, in the aggregate,  are
not material, or waived or released any rights that are material;

                  (xv)  terminated,   amended,  or  modified  any  agreement  or
instrument described in Schedule 3.7;

                  (xvi) entered  into  any  transaction  with  any  stockholder,
officer, director, or key employee of Insynq or any affiliate of any such person
other than the payment of wages and salaries and other  benefits  under employee
benefit plans in existence prior to December 31, 2005;

                  (xvii) made  any  loans or  advances  to,  guaranties  for the
benefit of, or investments in, any person;

                  (xviii) made cash charitable contributions;

                  (xix) merged  or   consolidated   with,  or  acquired  all  or
substantially all of the assets, capital stock, or business of any other person;

                  (xx)  introduced  any  material  change  with  respect  to its
method of accounting or accounting practice by Aptus; or

                  (xxi) agreed or committed to do any of the things described in
this Section 3.6.

      3.7   No Contracts, Etc.

Except as set forth in Schedule 3.7, Aptus is not a party to or liable under any
of the following:


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<PAGE>

            (a)   any lease of real property;

            (b)   any lease of personal property;

            (c)   any contract for any intellectual property rights, if any;

            (d)   any employment and consulting agreements covering any employee
of, or consultant to, Aptus;

            (e)   any deferred  compensation  agreements,  employee stock option
plans, group life,  hospitalization or disability insurance,  severance policies
and other plans and arrangements providing benefits for employees of Aptus;

            (f)   any bank accounts and safe deposit boxes of Aptus;

            (g)   any loan agreements, credit agreements,  indentures, and other
documents  or  instruments  relating to the  borrowing of money by Aptus and all
promissory notes and other evidences of indebtedness of Aptus, including without
limitation,  all such  documents and  instruments  relating to or evidencing any
stockholder loans to Aptus; and

            (h)   any   guaranties  of  obligations  of  Aptus  under  all  loan
agreements,  leases,  and other  documents and  instruments  to which Aptus is a
party  or by which it is  bound,  by any  officer  or  director  of Aptus or any
affiliate of any of the foregoing.

      3.8   Litigation.

Except as set forth in Schedule  3.8, to the  knowledge  of Aptus,  there are no
claims,  actions,  suits,  investigations,  or  proceedings  (public or private)
pending against or affecting Aptus or any of its properties or assets, at law or
in equity, before or by any federal,  state, municipal, or other governmental or
non-governmental department,  commission, board, bureau, agency, court, or other
instrumentality,  or  arbitrator  or by any  private  person or  entity.  To the
knowledge of Aptus,  there are no claims,  actions,  suits,  investigations,  or
proceedings  (public or private) threatened against or affecting Aptus or any of
its properties or assets, at law or in equity, before or by any federal,  state,
municipal,  or other governmental or  non-governmental  department,  commission,
board, bureau, agency, court, or other instrumentality,  or arbitrator or by any
private  person or entity,  except  for any of the  foregoing  which  would not,
individually  or in the  aggregate,  reasonably  be  expected  to have an  Aptus
Material Adverse Effect.

      3.9   Authorization.

Other  than the  approval  of the  stockholders  and  directors  of  Aptus,  the
execution,  delivery  and  performance  by  Aptus  of  this  Agreement  and  the
consummation  by  Aptus  of the  transactions  contemplated  hereby  require  no
consents  of any party and no action by or in respect  of, or filing  with,  any
governmental body, agency, official or authority.


                                       9
<PAGE>

      3.10  Taxes.

All Tax Returns  required  to be filed by Aptus have been  timely  filed and are
true,  correct,  and complete in all material  respects,  and all Taxes  payable
pursuant thereto have been timely paid or appropriate extensions have been filed
for such  periods.  No deficiency or adjustment in respect of any Taxes that was
assessed against Aptus remains unpaid and no such claim or assessment is pending
or, to the knowledge of Aptus,  threatened.  Aptus has made all  withholding  of
Taxes required to be made under all  applicable  federal,  state,  and local tax
regulations and such withholdings have either been paid on a timely basis to the
respective  governmental  agencies or set side in accounts  for such  purpose or
accrued,  reserved  against  and entered  upon the books of Aptus.  There are no
outstanding  agreements or waivers extending the statutory period of limitations
applicable to any tax return or tax liability of Aptus, and there is no proposed
liability for any Taxes for which there is not an adequate reserve  reflected on
the Aptus  Balance  Sheet.  Aptus has not filed any  consent  with the  Internal
Revenue Service described in Section 341(f) of the Code.

      3.11  Proprietary Rights.

Except as set forth on  Schedule  3.11(a):  to Aptus'  knowledge,  Aptus has not
interfered  with,  infringed  upon,  misappropriated,  or  otherwise  come  into
conflict  with any  Proprietary  Rights of third  parties,  (ii)  Aptus (and its
employees with  responsibility  for Proprietary Rights matters) has not received
any written  charge,  complaint,  claims,  demand,  or notice  alleging any such
interference, infringement,  misappropriation, or violation (including any claim
that Aptus must  license or  refrain  from using any  Proprietary  Rights of any
third  party),  (iii) to  Aptus's  knowledge,  there is no basis for any  as-yet
unasserted  charge,  complaint,  claim,  demand,  or  notice  alleging  any such
interference, infringement,  misappropriation, or violation (including any claim
that Aptus must  license or  refrain  from using any  Proprietary  Rights of any
third party), or (iv) to Aptus's knowledge,  no third party has interfered with,
infringed  upon,  misappropriated,  or  otherwise  come into  conflict  with any
Proprietary Rights of Aptus.

      3.12  ERISA.

Aptus does not  contribute  to and is not  obligated to  contribute  to, and has
never  maintained or  contributed to or been obligated to contribute to, (i) any
Multiple  Employer  Plan,  (ii) any a Multiple  Employer Plan or (iii) any other
incentive or retirement plan, including but not limited to a pension plan.

      3.13  Fees.

Except as set forth in Schedule 3.13 there are no claims for legal,  accounting,
financial advisory, or investment bankers' fees, brokerage commissions, finders'
fees, or similar  compensation in connection with the transactions  contemplated
by this Agreement  based on any arrangement or agreement made by or on behalf of
Aptus.


                                       10
<PAGE>

      3.14  Books and Records.

Except as set forth in Schedule  3.14 the  financial  books,  records,  and work
papers of Aptus are  complete and correct in all  material  respects,  have been
maintained in accordance with good business practice and accurately  reflect the
bases for the  consolidated  financial  condition  and results of  operations of
Aptus set forth in the financial statements referred to in Section 3.4 hereof.

      3.15  Disclosure.

No  representation  or  warranty  by Aptus in this  Agreement  and no  statement
contained in any document,  certificate,  or other writing  prepared by Aptus or
its  representatives and furnished by Aptus to Insynq pursuant to the provisions
hereof,  affirmatively  misstates  a  material  fact or  omits a  material  fact
necessary  for such  document,  certificate,  or writing  to be, in good  faith,
accurately  and  completely  responsive in all material  respects to the purpose
identified by Aptus to Insynq for which such  information was furnished by Aptus
to Insynq.


                                   ARTICLE IV

                      INTERIM OPERATING COVENANTS OF APTUS

      4.1   Operations.

Between the date of this Agreement and the Closing, Aptus will:

            (a)   file on a timely basis all notices,  reports or other  filings
required to be filed with or reported to any federal,  state, municipal or other
governmental   department,    commission,   board,   bureau,   agency   or   any
instrumentality  of any of the  foregoing  wherever  located with respect to the
continuing operations of Aptus;

            (b)   maintain material compliance with all Governmental Permits and
all laws, rules, regulations and consent orders;

            (c)   file on a timely basis all  complete and correct  applications
or other documents  necessary to maintain,  renew or extend any site assessment,
permit,  license,  variance or any other approval  required by any  governmental
authority  necessary  and/or  required for the  continuing  operation of Aptus's
business  operations,  whether or not such approval would expire before or after
the Closing; and


                                       11
<PAGE>

            (d)   advise  Insynq  promptly in writing of any material  change in
any document or Schedule,  including without limitation any Schedule, Exhibit or
other information delivered pursuant to this Agreement.

      4.2   Meeting of Stockholders; Compliance with Nevada Corporate Law.

Aptus will take all action necessary in accordance with applicable law and their
respective  charter documents to obtain requisite  shareholder  approval of this
Agreement and the transactions  contemplated  hereby, and to otherwise comply in
all respects  with Nevada  Corporate  Law in  connection  with the  transactions
contemplated by this Agreement.

      4.3   No Change.

Between the date of this Agreement and the Closing,  Aptus will not, without the
prior written consent of Insynq, or except as described in this Agreement:

            (a)   authorize, issue, transfer, distribute, or register any of its
securities;

            (b)   declare  or pay any  dividend  or  make  any  distribution  in
respect of its capital stock whether now or hereafter outstanding,  or purchase,
redeem or otherwise acquire or retire for value any shares of its capital stock;

            (c)   enter into any  contract  or  commitment  or incur or agree to
incur any  liability  or make any capital  expenditures,  except in the Ordinary
Course of Business;

            (d)   change or  promise to change  the  compensation  payable or to
become payable to any director,  officer,  employee or agent, or make or promise
to make any bonus payment to any such person;

            (e)   create,  assume or  otherwise  permit  the  imposition  of any
mortgage,   pledge  or  other  lien  (except  for  current  property  taxes)  or
encumbrance  upon or grant any option or right of first  refusal with respect to
any assets or properties whether now owned or hereafter acquired;

            (f)   sell,  assign,  lease or otherwise  transfer or dispose of any
property or equipment other than in the Ordinary Course of Business;

            (g)   merge or consolidate or agree to merge or consolidate  with or
into any firm, corporation or other entity;


                                       12
<PAGE>

            (h)   waive any material rights or claims;

            (i)   amend  or  terminate  any  material   agreement  or  any  site
assessment, permit, license or other right;

            (j)   enter into any other  transaction  outside the Ordinary Course
of its Business or prohibited hereunder;

            (k)   take any  action or suffer or permit  any event to occur  that
would cause any representation or warranty in this Agreement to become untrue as
of the Closing; or

            (l)   take or permit any action  which would have an adverse  effect
on Insynq.

      4.4   Access; Confidential Information.

Between the date of this  Agreement  and the  Closing,  Aptus will afford to the
officers  and  authorized   representatives   of  Insynq,   including,   without
limitation, its counsel,  independent auditors and investment bankers, access to
the facilities,  plants,  corporate  properties and other properties,  books and
records of Aptus and will  furnish  Insynq with such  additional  financial  and
operating data and other  information as to the business and properties of Aptus
as Insynq may from time to time  reasonably  request.  Aptus will cooperate with
Insynq, its  representatives  and counsel in the preparation of any documents or
other  material,  which may be required by any  governmental  agency.  Except as
necessary to comply with the terms of this Agreement,  the rules and regulations
of the  Nasdaq  Electronic  Bulletin  Board and the SEC,  Insynq  will cause all
information   obtained  from  Aptus  in  connection  with  the  negotiation  and
performance  of this  Agreement  to be  treated  as  confidential  (except  such
information  which is in the public  domain or which  Insynq may be  required to
disclose to any  governmental  agency,  or  pursuant to any court or  regulatory
agency order) and will not use, and will not knowingly permit others to use, any
such confidential  information in a manner detrimental to Aptus. Aptus covenants
and agrees not to  disclose  to any third  persons  other than its  accountants,
brokers, bankers, investment advisers or legal counsel any of the specific terms
or provisions of this Agreement  (including  financial  terms) prior to or after
the date hereof without the prior written consent of Insynq.

      4.5   Obtain Consents.

Promptly after the execution of this Agreement, Aptus shall make all filings and
take all  steps  reasonably  necessary  to obtain  all  approvals  and  consents
required to be obtained by Aptus to consummate the transactions  contemplated by
this Agreement.

      4.6   Exclusivity.

Aptus agrees that it will not (and will use their best efforts to cause  Aptus's
directors,  officers,  agents,  representatives,  and affiliates,  and any other
person acting on their behalf not to) enter into any contract or agreement  that


                                       13
<PAGE>

has as a purpose a business  combination or merger,  an issuance or sale of debt
or  equity of Aptus  (including  the  capital  stock),  a sale of a  substantial
portion of the assets of Aptus,  or a  transaction  comparable  to or similar to
this  Agreement (any of the foregoing,  a "Competing  Transaction").  Aptus will
promptly  notify  Insynq if it  receives  any offer,  inquiry or  proposal  with
respect to a  Competing  Transaction  and the details  thereof,  and keep Insynq
informed  with  respect  to each such  offer,  inquiry or  proposal.  Aptus will
provide Insynq with copies of all such offers, inquiries or proposals, which are
in writing.

                                    ARTICLE V

                      INTERIM OPERATING COVENANTS OF INSYNQ

      5.1   Operations.

Between the date of this Agreement and the Closing, each of Insynq will:

            (a)   file on a timely basis all notices,  reports or other  filings
required to be filed with or reported to any federal,  state, municipal or other
governmental   department,    commission,   board,   bureau,   agency   or   any
instrumentality  of any of the  foregoing  wherever  located with respect to the
continuing  operations of Insynq,  including,  without  limitation,  the SEC and
Nasdaq Bulletin Board;

            (b)   maintain material compliance with all Governmental Permits and
all laws, rules, regulations and consent orders;

            (c)   file on a timely basis all  complete and correct  applications
or other documents  necessary to maintain,  renew or extend any site assessment,
permit,  license,  variance or any other approval  required by any  governmental
authority  necessary  and/or  required for the continuing  operation of Insynq's
business  operations,  whether or not such approval would expire before or after
the Closing Date; and

            (d)   advise Aptus promptly in writing of any material change in any
document or Schedule,  including  without  limitation  any Schedule,  Exhibit or
other information delivered pursuant to this Agreement.

      5.2   Compliance with Nevada Corporate Law.

Insynq will take all action  necessary in  accordance  with  applicable  law and
their  respective  charter  documents  to  obtain  requisite  approval  of  this
Agreement and the transactions  contemplated  hereby, and to otherwise comply in
all respects  with Nevada  Corporate  Law in  connection  with the  transactions
contemplated by this Agreement.


                                       14
<PAGE>

      5.3   Obtain Consents.

Promptly  after the execution of this  Agreement,  Insynq shall make all filings
and take all steps  reasonably  necessary to obtain all  approvals  and consents
required to be obtained by Insynq to consummate the transactions contemplated by
this Agreement.

                                   ARTICLE VI

                       ADDITIONAL COVENANTS OF THE PARTIES

      6.1   Filings; Other Action

Subject to the terms and  conditions  herein  provided,  Aptus and Insynq  shall
cause  any  appropriate  other  party  to:  (a) use all  reasonable  efforts  to
cooperate with one another in (i)  determining  which filings are required to be
made prior to the Closing  with,  and which  consents,  approvals,  permits,  or
authorizations   are  required  to  be  obtained   prior  to  the  Closing  from
governmental or regulatory  authorities of the United States, the several states
and foreign  jurisdictions in connection with the execution and delivery of this
Agreement and the consummation of the transactions  contemplated hereby and (ii)
timely making all such filings and timely seeking all such consents,  approvals,
permits, or authorizations; and (b) use all reasonable efforts to take, or cause
to be taken,  all other  action  and do, or cause to be done,  all other  things
necessary,   proper,  or  appropriate  to  consummate  and  make  effective  the
transactions contemplated by this Agreement.

      6.2   Further Action.

Each party hereto shall,  subject to the fulfillment at or before the Closing of
each of the conditions set forth herein or the waiver thereof, directly or by or
through its  officers or  directors,  perform such further acts and execute such
documents  whether before or after the Closing as may be reasonably  required to
effect this Agreement. In addition, subject to the limitations set forth in this
Agreement, and unless specifically prohibited by applicable law, each party will
use its best efforts to cause all of the conditions to Closing set forth in this
Agreement that are within its control to be satisfied  prior to the Closing Date
and will not  take any  action  inconsistent  with its  obligations  under  this
Agreement or which could hinder or delay the  consummation  of the  transactions
contemplated by this Agreement or that would cause any representation, warranty,
or covenant made by it in this Agreement or in any certificate,  list,  exhibit,
or  other  instrument  furnished  or  to be  furnished  pursuant  hereto,  or in
connection  with  the  transaction  contemplated  hereby,  to be  untrue  in any
material respect as of the Closing.


                                       15
<PAGE>

      6.3   Expenses.

If this  Agreement  is not  consummated,  all costs  and  expenses  incurred  in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expenses.

      6.4   Brokers and Finders Fees.

Each party shall pay and be responsible for any broker's,  finder's or financial
advisory  fee  incurred  by such  party  in  connection  with  the  transactions
contemplated by this Agreement.

      6.5   Notices of Certain Events.

Each party shall promptly notify the other party hereto of:

            (a)   any notice or other  communication  from any  person  alleging
that the consent of such person is or may be  required  in  connection  with the
transactions contemplated by this Agreement;

            (b)   any notice or other  communication  from any  governmental  or
regulatory agency or authority in connection with the transactions  contemplated
by this Agreement; and

            (c)   any actions,  suits,  claims,  investigations  or  proceedings
commenced or, to its knowledge  threatened against,  relating to or involving or
otherwise  affecting such party that, if pending on the date of this  Agreement,
would have been required to have been disclosed pursuant to this Agreement.

      6.6   Completion of Due Diligence.

Each party  acknowledges  that this  Agreement  is being  executed  prior to the
completion of necessary due diligence and prior to the preparation and review of
the  appropriate  Schedules and  Exhibits.  Each party shall grant the other and
each of their  officers,  attorneys,  accountants  and  advisors,  complete  and
unfiltered access to all information,  documentation and personnel of the other.
Each  party  shall  conduct  such  diligence  within 10 days of the date of this
Agreement  unless such party notifies the other parties in to the Agreement that
they require  further time and information to complete their  investigations  to
their satisfaction,  including information contained or in Schedules or Exhibits
to this Agreement.

      6.7   Preparation of Schedules and Exhibits.

Each party to this  Agreement  shall prepare and attach all necessary  Schedules
and  Exhibits  after the  execution  of this  Agreement,  but no later  than the
Closing  Date,  which  information  shall be true and  correct as of the Closing
Date, unless otherwise specified therein.


                                       16
<PAGE>

                                   ARTICLE VII

                              CONDITIONS TO CLOSING

      7.1   Conditions to Each Party's Obligations.

      The  respective  obligation  of each  party  to  effect  the  transactions
contemplated  thereby  shall be  subject to the  fulfillment  at or prior to the
Closing Date of the following conditions:

            (a)   This Agreement and the transactions  contemplated hereby shall
have been approved in the manner  required by  applicable  law by the holders of
the issued and outstanding shares of capital stock of Aptus and of Insynq.

            (b)   No party to this  Agreement  shall be  subject to any order or
injunction of a court of competent  jurisdiction that prohibits the consummation
of the transactions  contemplated by this Agreement. In the event any such order
or injunction  shall have been issued,  each party agrees to use its  reasonable
efforts to have any such injunction lifted or order reversed.

            (c)   No  material  action,  suit,   proceeding,   or  investigation
involving  either party shall have been  initiated  and be  continuing,  and all
necessary  approvals  under state  securities  laws  relating to the issuance or
trading of Insynq Stock to be issued in connection with this  transaction  shall
have been received.

            (d)   All  consents,  authorizations,  orders,  and approvals of (or
filings or  registrations  with) any  governmental  commission,  board, or other
regulatory  body  required  in  connection  with the  execution,  delivery,  and
performance  of this  Agreement  shall have been  obtained  or made,  except for
filings required to be filed after the Closing Date.

            (e)   No action,  suit, or proceeding shall be pending or threatened
by or before any court or  governmental  body in which an unfavorable  judgment,
order, or decree would prevent any of the  transactions  contemplated  hereby or
cause any such  transaction  to be declared  unlawful or rescinded or that could
reasonably be expected to cause an Aptus  Material  Adverse Effect or a Material
Adverse Effect.

            (f)   All documents and  instruments  to be delivered by the parties
in connection  with the  transactions  contemplated  hereby shall be in form and
substance  reasonably  satisfactory to the parties and their respective counsel,
and the parties shall have received such other documents and instruments as they
may reasonably request in connection therewith.

            (g)   Each  party to this  Agreement  shall  have  completed  to its
satisfaction,  due diligence  investigation on the other, its shareholders,  its
business and operations, financial condition, outstanding liabilities,  business
prospects and other material information.


                                       17
<PAGE>

            (h)   Each  party  to  this   Agreement   shall  have  provided  the
information  necessary to complete the Schedules and Exhibits to this  Agreement
and the Schedules and Exhibits must be completed and the  information  contained
therein  must be  satisfactory  to each  party to this  Agreement,  in each such
party's sole discretion.

            (i)   This  Agreement  shall be  modified  and  amended  to  reflect
changes,  provisions,  terms and  conditions  agreed upon by the parties  hereto
prior to the Closing.

            (j)   None of these transactions contemplated hereby shall have been
enjoined by the court or by any federal or state  governmental  branch,  agency,
commission or regulatory authority and not suit or other proceeding  challenging
the  transactions  contemplated  hereby shall have been threatened or instituted
and no  investigative  or other  demand  shall have been made by any  federal or
state governmental branch, agency, commission or regulatory authority.

            (k)   Insynq shall continue to be listed and shall not have received
any notice of  impending  delisting  or  suspension  from the Nasdaq  Electronic
Bulletin Board.

      7.2   Conditions to Obligation of Aptus to Effect this Agreement.

      The obligation of Aptus to effect the  transactions  contemplated  by this
Agreement shall be subject to the fulfillment at or prior to the Closing Date of
the following conditions:

            (a)   Insynq  shall  have  performed  or be  in  compliance  in  all
respects with agreements contained in this Agreement required to be performed on
or prior to the Closing  Date.  The  representations  and  warranties  of Insynq
contained in this Agreement and in any document delivered in connection herewith
shall be true and correct as of the Closing Date,  and Aptus shall have received
a certificate of the President of Insynq, dated the Closing Date,  certifying to
such effect.

            (b)   There shall have been delivered to Aptus  certificates,  dated
within five days of the Closing  Date, of the Secretary of State of the State of
Nevada, with respect to the incorporation,  subsistence, and good legal standing
of Insynq.

            (c)   All  approvals  and all  consents  and  approvals of any third
parties required in connection with the execution and delivery of this Agreement
and the consummation of the transactions  contemplated  hereby,  shall have been
obtained and delivered to Aptus.

            (d)   There shall have been delivered to Aptus  certificates,  dated
as of the Closing Date, of the President and Secretary,  respectively, of Insynq
as set  forth  as  Exhibit  8.2(d),  (i) to the  effect  that  the  Articles  of
Incorporation  of Insynq have not been amended since the date of this Agreement,
(ii)  attaching a true and complete copy of the Bylaws of Insynq as in effect on
the Closing Date, (iii) attaching a true and complete copy of the resolutions of
the Board of Directors of Insynq  approving  the  execution and delivery of this
Agreement and authorizing  the  consummation  of the  transactions  contemplated
hereby; and (iv) to the effect that each of the provisions of Section 8.2(a) are
true and correct as of the Closing Date.


                                       18
<PAGE>

            (e)   There shall have been delivered to Aptus  certificates,  dated
as of the Closing Date,  with respect to the  incumbency  and  signatures of all
officers of Insynq signing this Agreement and any other certificate,  agreement,
or instrument delivered on behalf of Insynq in connection with this Agreement.

            (f)   Since the Closing Date, there shall not have been any Material
Adverse Effect in the condition (financial or otherwise),  business,  properties
or assets of Insynq.

      7.3   Conditions to Obligation of Insynq to Effect this Agreement.

      The obligation of Insynq to effect the  transactions  contemplated in this
Agreement shall be subject to the fulfillment at or prior to the Closing Date of
the following conditions:

            (a)   Aptus shall have performed or be in compliance in all respects
with agreements contained in this Agreement required to be performed on or prior
to the Closing Date. The  representations  and warranties of Aptus  contained in
this  Agreement and in any document  delivered in connection  herewith  shall be
true and  correct  as of the  Closing  Date,  and Insynq  shall have  received a
certificate  of the President of Aptus,  dated the Closing  Date,  certifying to
such effect.

            (b)   There shall have been delivered to Insynq certificates,  dated
within five days of the Closing  Date, of the Secretary of State of the State of
Nevada, with respect to the incorporation,  subsistence, and good legal standing
of Aptus.

            (c)   All  approvals of Aptus's  shareholders,  and all consents and
approvals of any third  parties  required in  connection  with the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby shall have been obtained and delivered to Insynq.

            (d)   There shall have been delivered to Insynq certificates,  dated
as of the Closing Date, of the President and Secretary,  respectively,  of Aptus
as set  forth  as  Exhibit  8.3(d),  (i) to the  effect  that  the  Articles  of
Incorporation  of Aptus have not been amended since the date of this  Agreement,
(ii)  attaching a true and complete  copy of the Bylaws of Aptus as in effect on
the Closing Date, (iii) attaching a true and complete copy of the resolutions of
the Board of Directors  and  shareholders  of Aptus  approving the execution and
delivery of this Agreement and authorizing the  consummation of the transactions
contemplated  hereby;  and (iv) to the  effect  that each of the  provisions  of
Section 8.3(a) are true and correct as of the Closing Date.

            (e)   There shall have been delivered to Insynq certificates,  dated
as of the Closing Date,  with respect to the  incumbency  and  signatures of all
officers of Aptus signing this Agreement and any other  certificate,  agreement,
or instrument delivered on behalf of Aptus in connection with this Agreement.

            (f)   Since the Closing Date, there shall not have been any Material
Adverse Effect in the condition (financial or otherwise),  business,  properties
or assets of Aptus.


                                       19
<PAGE>

                                  ARTICLE VIII

                                   TERMINATION

      8.1   Termination by Mutual Consent.

This  Agreement  may be terminated at any time prior to the Closing Date, by the
mutual consent of Insynq and Aptus.

      8.2   Termination by Either Party.

This  Agreement  may be  terminated  by either party under any of the  following
conditions:

            (a)   the Closing has not  occurred by June 1, 2005;  provided  that
the right to  terminate  this  Agreement  pursuant to this  clause  shall not be
available to any party whose breach of any provision of this  Agreement  results
in the failure of the transactions contemplated herein to be consummated by such
time unless otherwise agreed in writing;

            (b)   there shall be any law or regulation  that makes  consummation
of the transaction contemplated herein illegal or otherwise prohibited or if any
judgment,  injunction, order or decree enjoining any party from consummating the
Agreement is entered and such judgment,  injunction,  order or decree shall have
become final and non-appealable;  provided,  that the party seeking to terminate
this  Agreement  pursuant  to this  clause  shall have used its best  efforts to
remove such injunction, order or decree.

            (c)   breach of or any  inability to fulfill any  representation  or
warranty or event which would  constitute a breach upon the Closing hereof,  not
cured to the other parties' satisfaction by June 30, 2005.

      8.3   Effect of Termination and Abandonment.

In the  event of  termination  of this  Agreement  and the  abandonment  of this
transaction  pursuant to this Article IX, all  obligations of the parties hereto
shall terminate,  except the obligations of the parties pursuant to this Section
9.3 and except for the  provisions of Sections 10.1,  10.3,  10.4,  10.6,  10.7,
10.8,  10.9,  10.10,  10.11,  10.12,  10.13,  10.14,  10.15,  and 10.16, and any
confidentiality agreement signed by the parties hereto.


                                       20
<PAGE>

         8.4      Extension; Waiver.

At any time prior to the Closing Date, any party hereto,  by action taken by its
Board of Directors,  may, to the extent legally allowed, (a) extend the time for
the  performance  of any of the  obligations  or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties made to
such party contained herein or in any document delivered pursuant hereto, or (c)
waive  compliance  with any of the  agreements or conditions  for the benefit of
such party contained herein.  Any agreement on the part of a party hereto to any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed on behalf of such party.

                                   ARTICLE IX

                               GENERAL PROVISIONS

      9.1   Notices.

Any notice required to be given hereunder shall be sufficient if in writing, and
sent by  facsimile  transmission  and by same day or overnight  courier  service
(with proof of service),  hand delivery or certified or registered  mail (return
receipt requested and first-class postage prepaid), addressed as follows:

If to Insynq:     Insynq
                  1127 Broadway Plaza
                  Tacoma, WA  98402

If to Aptus:      Aptus Corp.


With copies to:   de Castro & Mayer, LLP
                  309 Laurel Street
                  San Diego, California 92101
                  Attention:  Stanley M. Moskowitz
                  Telephone: (619) 702-8690

or such other  address or fax number as any party may specify by written  notice
so given,  and such notice shall be deemed to have been delivered as of the date
so  telecommunicated,  personally  delivered,  or delivered by courier or 5 days
after mailing thereof if received prior to 5:00 p.m. in the place of receipt and
such day is a business day in the place of receipt.  Otherwise, any such notice,
request or  communication  shall be deemed not to have been  received  until the
next succeeding business day in the place of receipt.


                                       21
<PAGE>

      9.2   Assignment, Binding Effect.

Neither  this  Agreement  nor  any  of the  rights,  interests,  or  obligations
hereunder  shall be assigned by any of the parties hereto  (whether by operation
of law or  otherwise)  without the prior written  consent of the other  parties.
Subject to the  preceding  sentence,  this  Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.  Nothing in this  Agreement,  expressed or implied,  is intended to
confer on any person other than the parties  hereto or certain  stockholders  of
Aptus and other named beneficiaries of covenants or agreements in the Agreement,
or their respective heirs, successors,  executors,  administrators,  and assigns
any rights,  remedies,  obligations,  or liabilities  under or by reason of this
Agreement.

      9.3   Entire Agreement.

This Agreement,  the Exhibits,  Insynq Disclosure Schedule,  the confidentiality
agreements between the parties hereto and any schedules or agreements  delivered
in connection  with this  Agreement  constitute the entire  agreement  among the
parties  with  respect to the  subject  matter  hereof and  supersede  all prior
agreements  and  understandings  among the  parties  with  respect  thereto.  No
information previously provided, addition to or modification of any provision of
this Agreement shall be binding upon any party hereto unless made in writing and
signed by all parties hereto.

      9.4   Amendment.

This  Agreement may be amended by the parties  hereto,  by action taken by their
respective  Boards of  Directors,  at any time,  but no amendment  shall be made
which by law requires the further  approval of  stockholders  without  obtaining
such further approval. This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties hereto.

      9.5   Subsequent Actions.

If, at any time after the Closing Date, Insynq shall consider or be advised that
any deeds, bills of sale, assignments, assurances or any other actions or things
are necessary or desirable to continue in, vest, perfect or confirm of record or
otherwise in the Insynq's right,  title or interest,  in, to or under any of the
rights, properties,  privileges, franchises or assets of Aptus acquired or to be
acquired by Insynq as a result of, or in connection  with,  this  Agreement,  or
otherwise to carry out the intent of this Agreement,  the officers and directors
of Aptus  agree to execute and  deliver,  in the name and on behalf of Aptus all
such deeds, bills of sale, assignments and assurances and to take and do, in the
name and on behalf of each of such  corporations  or  otherwise,  all such other
actions and things as may be necessary or desirable to vest,  perfect or confirm
any and all right, title and interest in, to and under such rights,  properties,
privileges,  franchises or assets in Insynq or otherwise carry out the intent of
this Agreement.


                                       22
<PAGE>

      9.6   Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of
the State of Nevada without regard to its rules of conflict of laws.

      9.7   Counterparts.

This Agreement may be executed by the parties  hereto in separate  counterparts,
each of which when so executed and delivered shall be an original,  but all such
counterparts  shall  together  constitute  one and  the  same  instrument.  Each
counterpart  may  consist of a number of copies  hereof each signed by less than
all, but together  signed by all of the parties  hereto.  Executed  counterparts
transmitted by fax shall be effective as originals.

      9.8   Headings.

Headings of the Articles and Sections of this Agreement are for the  convenience
of the parties only, and shall be given no substantive  or  interpretive  effect
whatsoever.

      9.9   Interpretation.

In this Agreement,  unless the context otherwise requires,  words describing the
singular number shall include the plural and vice versa,  and words denoting any
gender  shall  include all  genders and words  denoting  natural  persons  shall
include corporations and partnerships and vice versa.

      9.10  Waivers.

Except  as  provided  in  this  Agreement,  no  action  taken  pursuant  to this
Agreement,  including,  without limitation, any investigation by or on behalf of
any  party,  shall be deemed to  constitute  a waiver by the party  taking  such
action  of  compliance  with  any  representations,   warranties,  covenants  or
agreements  contained  in this  Agreement.  The waiver by any party  hereto of a
breach of any provision  hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereunder.

      9.11  Attorneys' Fees.

If any arbitration,  litigation,  action, suit or other proceeding is instituted
to remedy, prevent or obtain relief from a breach of this Agreement, in relation
to a breach of this  Agreement or pertaining  to a  declaration  of rights under
this Agreement,  the prevailing  party will recover all such party's  attorneys'
fees incurred in each and every such action, suit or other proceeding, including
any  and all  appeals  or  petitions  therefrom.  As  used  in  this  Agreement,
attorneys'  fees  will be  deemed  to be the full and  actual  cost of any legal
services actually  performed in connection with the matters involved,  including
those related to any appeal or the  enforcement  of any judgment,  calculated on
the basis of the usual fee charged by attorneys  performing  such services,  and
will not be limited to "reasonable attorneys' fees" as defined in any statute or
rule of court.


                                       23
<PAGE>

      9.12  Survival.

All  representations  and  warranties of any party  contained in this  Agreement
shall survive the execution and delivery of this Agreement and the Closing until
24 months after the Closing.

      9.13  Incorporation of Exhibits.

The  Schedules and all Exhibits and  schedules  attached  hereto and referred to
herein are hereby incorporated herein and made a part hereof for all purposes as
if fully set forth herein.

      9.14  Severability.

Any term or provision of this Agreement which is invalid or unenforceable in any
jurisdiction  shall,  as to that  jurisdiction,  be ineffective to the extent of
such invalidity or  unenforceability  without rendering invalid or unenforceable
the remaining  terms and  provisions of this Agreement or affecting the validity
or  enforceability  of any of the terms or provisions  of this  Agreement in any
other  jurisdiction  unless the same is material to the terms of this Agreement,
in the  judgment of either  party to this  Agreement,  in which case the parties
shall  negotiate  in  good  faith  to  revise  the  same  so as to be  valid  or
enforceable.  If  any  provision  of  this  Agreement  is  so  broad  as  to  be
unenforceable,  the  provision  shall be  interpreted  to be only so broad as is
enforceable.

      9.15  Enforcement of Agreement.

The parties hereto agree that  irreparable  damage would occur in the event that
any of the provisions of this Agreement was not performed in accordance with its
specific  terms or was otherwise  breached.  It is  accordingly  agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions hereof, this
being in  addition to any other  remedy to which they are  entitled at law or in
equity.

      9.16  Consent.

Whenever  the  consent or  approval  of a party is required by the terms of this
Agreement,  unless  otherwise  provided,  the  same  shall  not be  unreasonably
withheld or delayed.


                                       24
<PAGE>


INSYNQ, INC, a Nevada corporation             APTUS, CORP., a Nevada corporation



By:_______________________________            By:_______________________________
   John P. Gorst                                 Mark Levin
   Chief Executive Officer                       President



                                       25
<PAGE>

                                    SCHEDULES




                                       26
<PAGE>

                                    EXHIBIT A

ACCOUNTING SOFTWARE


Appgen Custom Suite Modules and Source Code

MyBooks Professional and Source Code

Executive Dashboard and Source Code

Appgen  Custom  Suite,  Executive  Dashboard  and MyBooks  Professional  - Names
Trademarks, Brands, Logos and Marketing Materials

The right to market and sell the products as well as required underlying runtime
and database  licensing and rights and rights to use the Appgen name pursuant to
a Marketing and License Distribution Agreement

Quoting Software

QwikQuote Professional Software, Trademark, Name and Brand and Source code


                                       27
<PAGE>

                                    EXHIBIT B




                                       28
<PAGE>

Schedule 3.1 Existence: Good Standing; Corporate Authority; Compliance with Law

         State of Washington
         State of Delaware

Schedule 3.3 No Violation

         None

Schedule 3.5 Absence of Undisclosed Liabilities

         None

Schedule 3.6 Absence of Certain Changes or Events

3.6(a)

         NONE

3.6(b)(ii)

                                  APTUS, CORP.

                         CERTIFICATE OF AMENDMENT NO. 3
                                       OF
                           CERTFICATE OF INCORPORATION


      Pursuant  to Section 242 of the  Delaware  Corporation  Law (the  "DGCL"),
Aptus, Corp., a Delaware  corporation (the  "Corporation"),  hereby certifies as
follows:

      1.    The  Certificate  of  Incorporation  of the  Corporation  is  hereby
            amended in the following manner:

            Article Five of the  Corporation's  Certificate of  incorporation is
            hereby amended to include:


                                       29
<PAGE>

                                  ARTICLE FIVE

                                     SHARES

      The  total  number of shares of stock  which the  Corporation  shall  have
authority to issue is 305,000,000  shares,  consisting of 250,000,000  shares of
Common Stock having a par value of $.001 per share,  5,000,000 shares of Class A
Common  Stock  having a par value of $.00l and  50,000,000  shares of  Preferred
Stock having a par value of $.001 per share.

            PREFERRED  STOCK.  Shares of preferred stock may be issued from time
to time in one or more  series  as may from  time to time be  determined  by the
Board of Directors, and for such consideration as shall be fixed by the Board of
Directors.  Each series shall be  distinctly  designated.  All shares of any one
series of the preferred  stock shall be alike in every  particular,  except that
there may be different  dates from which  dividends  thereon,  if any,  shall be
cumulative, if made cumulative. The powers, preferences, participating, optional
and  other  rights  of each  such  series  and  qualifications,  limitations  or
restrictions  thereof, if any, may differ from those of any and all other series
at any time  outstanding.  Subject  to the  provisions  of  subparagraph  (1) of
Paragraph (d) of this Article V, the Board of Directors of this  Corporation  is
hereby expressly granted  authority to fix by resolution or resolutions  adopted
prior to the  issuance  of any  shares of each  particular  series of  preferred
stock,  the  designation,  powers,  preferences  and  relative,   participating,
optional and other rights and the  qualifications,  limitations and restrictions
thereof, if any, of such series,  including,  without limiting the generality of
the foregoing, the following:

            (1)   The  distinctive  designation  of, and the number of shares of
      preferred stock which shall  constitute,  the series,  which number may be
      increased  (except  as  otherwise  fixed  by the  Board of  Directors)  or
      decreased  (but not below the number of shares thereof  outstanding)  from
      time to time by action of the Board of Directors;

            (2)   The rate and times at which, and the terms and conditions upon
      which,  dividends,  if any,  on shares of the  series  shall be paid,  the
      extent of  preferences  or  relation,  if any,  of such  dividends  to the
      dividends  payable  on any  other  class  or  classes  of  stock  of  this
      Corporation,  or on any  series  of  preferred  stock,  and  whether  such
      dividends shall be cumulative or noncumulative;

            (3)   The right,  if any,  of the holders of shares of the series to
      convert the same into, or exchange the same for any other  series,  or any
      other  class or  classes of stock of this  Corporation,  and the terms and
      conditions of such conversion or exchange;

            (4)   Whether  shares of the series shall be subject to  redemption,
      and the  redemption  price or prices,  including,  without  limitation,  a
      redemption price or prices payable in shares of the Common Stock,  cash or
      other  property  and the  time or  times  at  which,  and  the  terms  and
      conditions upon which, shares of the series may be redeemed;

            (5)   The  rights,  if any,  of the  holders of shares of the series
      upon  voluntary  or   involuntary   liquidation   merger,   consolidation,
      distribution  or  sale  of  assets,  dissolution  or  winding  up of  this
      Corporation;

            (6)   The  terms  of the  sinking  fund or  redemption  or  purchase
      account, if any, to be provided for shares of the series; and


                                       30
<PAGE>

            (7)   The voting  powers,  if any,  of the  holders of shares of the
      series  which may,  without  limiting  the  generality  of the  foregoing,
      include  (A) the  right to more or less  than one vote per share on any or
      all matters voted upon by the  shareholders and (B) the right to vote as a
      series by itself or together without preferred stock as a class, upon such
      matters, under such circumstances and upon such conditions as the Board of
      Directors may fix, including,  without limitation,  the right, voting as a
      series by itself or together  with other  series of  preferred or together
      with all  series  of  preferred  stock as a  class,  to elect  one or more
      directors of this Corporation in the event there shall have been a default
      in the payment of dividends  on any one or more series of preferred  stock
      or under such other  circumstances  and upon such  conditions as the Board
      may determine.

            COMMON STOCK. The Common Stock shall be non-assessable and shall not
have cumulative  voting rights or pre-emptive  rights.  In addition,  the Common
Stock shall have the  following  powers,  preferences,  rights,  qualifications,
limitations and restrictions:

            (1)   After the requirements with respect to preferential  dividends
      of preferred  stock (fixed in accordance  with the provisions of Paragraph
      (a) of this  Article  V),  if any,  shall  have  been met and  after  this
      Corporation shall comply with all the  requirements,  if any, with respect
      to the setting  aside of funds as sinking  funds or redemption or purchase
      accounts  (fixed in  accordance  with  provisions of Paragraph (a) of this
      Article V) and subject further to any other  conditions which may be fixed
      in accordance  with the provisions of Paragraph (a) of this Article V, the
      holders of Common  Stock shall be entitled to receive such  dividends,  if
      any, as may be declared from time to time by the Board of Directors;

            (2)   After  distribution in full of the preferential  amount (fixed
      in accordance  with the provisions of Paragraph (a) of this Article V), if
      any, to be distributed to the holders of preferred stock in the event of a
      voluntary  or  involuntary  liquidation,  distribution  or sale of assets,
      dissolution or winding up of this  Corporation,  the holders of the Common
      Stock (and Class A Common  Stock,  as set forth in  Paragraph  (c) of this
      Article V),  shall be entitled to receive all of the  remaining  assets of
      this Corporation,  tangible and intangible, of whatever kind available for
      distribution  to  stockholders,  ratably  in  proportion  to the number of
      shares of the Common  Stock (and Class A Common  Stock) held by each;  (3)
      Shares of the Common Stock may be issued from time to time as the Board of
      Directors shall determine and on such terms and for such  consideration as
      shall be fixed by the Board of Directors.

            (4)   The holders of Common Stock shall have one vote for each share
      of  Common  Stock,  for  all  matters   submitted  to  the   Corporation's
      shareholders.

            CLASS A COMMON STOCK.

            The Class A Common Stock shall be non-assessable  and shall not have
cumulative voting rights or pre-emptive rights. In addition,  the Class A Common
Stock shall have the  following  powers,  preferences,  rights,  qualifications,
limitations and restrictions:


                                       31
<PAGE>

            (1)   The holders of Class A Common Stock shall have three (3) votes
      for each share of Class A Common  Stock,  on all matters  submitted to the
      Corporation's shareholders.

            (2)   Each holder of record of Class A Common  Stock may at any time
      or from time to time, in the holder's sole discretion and option,  convert
      any whole  number or all of the  holder's  Class A Common Stock into fully
      paid and nonassessable  Common Stock at the rate (subject to adjustment as
      provided  below) of one share of  Common  Stock for each  share of Class A
      Common Stock surrendered for conversion;

            (3)   The  conversion  of Class A Common Stock into Common Stock may
      be  effected  by any  holder  of Class A  Common  Stock  surrendering  the
      holder's  certificate or  certificates  for the Class A Common Stock to be
      converted, duly endorsed, at the office of the Corporation or any transfer
      agent for the Class A Common Stock,  together with a written notice to the
      Corporation that the holder elects to convert all or a specified number of
      shares of Class A Common  Stock and stating the name or names in which the
      holder  desires the  certificate  or  certificates  for the Class A Common
      Stock to be issued. The Corporation shall immediately issue and deliver to
      the  holder  or  the  holder's  nominee  or  nominees,  a  certificate  or
      certificates  for the number of Common  Stock to which the holder shall be
      entitled. The conversion shall be deemed to have been made at the close of
      business on the date of the surrender  and the person or persons  entitled
      to receive the Common Stock  issuable on the  conversion  shall be treated
      for all purposes as the record holder or holders of those shares of Common
      Stock on that date;  (4) The  number of shares of Common  Stock into which
      the Class A Common Stock may be converted  shall be subject to  adjustment
      from   time  to  time  in  the  event  of  any   capital   reorganization,
      reclassification of the stock of the Corporation,  consolidation or merger
      of the  Corporation  with  or  without  another  corporation  or  sale  or
      conveyance of all or substantially all of the assets of the Corporation to
      another  corporation  or other  entity or  person.  Each  share of Class A
      Common Stock shall subsequently be convertible into the kind and amount of
      securities or other assets,  or both, as are issuable or  distributable in
      respect of the  number of shares of Common  Stock into which each share of
      Class  A  Common   Stock   is   convertible   immediately   prior  to  the
      reorganization,   reclassification,   consolidation,   merger,   sale   or
      conveyance.  In those cases,  appropriate adjustments shall be made by the
      Board of Directors of the Corporation in the application of the provisions
      set forth in this article with respect to the rights and  interests of the
      holders of Class A Common Stock, to the end that the provisions (including
      provisions for adjustment of the conversion rate) shall be applicable,  as
      nearly as reasonably may be, in relation to any securities or other assets
      deliverable on conversion of the Class A Common Stock;


                                       32
<PAGE>

            (5)   No  fraction  of a share of  Common  Stock  shall be issued on
      conversion  of any Class A Common  Stock  but,  in lieu of  issuance  of a
      fractional  share of Common Stock,  the Corporation  shall pay in cash for
      the fractional  share the pro rata fair market value of the fraction.  The
      fair  market  value  shall  be  based,  in the  case  of  publicly  traded
      securities,  on the last sale price for the securities on the business day
      next prior to the date the fair market value is to be  determined  (or, in
      the event no sale is made on that day,  the average of the closing bid and
      asked prices for that day on the principal  stock exchange on which Common
      Stock  are  traded  or,  if the  Common  Stock is not then  listed  on any
      national  securities  exchange,  the  average of the closing bid and asked
      prices for that day quoted by the NASDAQ  System) or, in the case of other
      property,  the fair  market  value on the day  determined  by a  qualified
      independent  appraiser  expert in evaluating the property and appointed by
      the Board of  Directors  of the  Corporation.  The  determination  of fair
      market  value  shall be final and binding on the  Corporation  and on each
      holder of Class A Common Stock or Common Stock;

            (6)   The Corporation  shall at all times reserve and keep available
      out of the authorized and unissued Common Stock, solely for the purpose of
      effecting the  conversion  of the  outstanding  Class A Common Stock,  the
      number of shares of Common Stock as shall from time to time be  sufficient
      to effect the conversion of all  outstanding  Class A Common Stock and if,
      at any time, the number of shares of authorized and unissued  Common Stock
      shall not be sufficient to effect conversion of the then outstanding Class
      A Common Stock, the Corporation  shall take the corporate action necessary
      to increase the number of authorized  and unissued  shares of Common Stock
      to the number sufficient for those purposes;

            (7)   Holders of Class A Common Stock shall not be entitled to share
      in cash dividends declared by the Company;

            (8)   Holders of Class A Common  Stock shall be entitled to share in
      dividends  declared  in stock or other  property  of the  Company  without
      distinction  as to class and on the same basis as holders of Common  Stock
      in accordance with subparagraph (2) of Paragraph (b) of this Article V;

            (9)   All  shares of Class A Common  Stock  held by a holder,  shall
      automatically  be converted  into shares of Common Stock upon the death of
      such holder.

            OTHER PROVISIONS.

            (1)   The relative powers,  preferences and rights of each series of
      preferred stock in relation to the powers,  preferences and rights of each
      other series of preferred stock shall, in each case, be as fixed from time
      to time by the Board of Directors in the resolution or resolutions adopted
      pursuant to authority  granted in Paragraph (a) of this Article V, and the
      consent  by class or  series  vote or  otherwise,  of the  holders  of the
      preferred  stock of such of the series of preferred stock as are from time
      to time outstanding shall not be required for the issuance by the Board of
      Directors  of any other  series of  preferred  stock  whether  the powers,
      preferences and rights of such other series shall be fixed by the Board of
      Directors  as senior to, or on a parity with the powers,  preferences  and
      rights of such outstanding series, or any of them; provided, however, that


                                       33
<PAGE>

      the Board of  Directors  may  provide in such  resolution  or  resolutions
      adopted with respect to any series of preferred  stock that the consent of
      the holders of a majority (or such greater  proportion as shall be therein
      fixed) of the  outstanding  shares of such series voting  thereon shall be
      required for the issuance of any or all other series of preferred stock.

            (2)   Shares of the  Common  Stock  and Class A Common  Stock may be
      issued from time to time, as the Board of Directors shall determine and on
      such  terms and for such  consideration  as shall be fixed by the Board of
      Directors.

            (3)   No holder of any of the shares of any class or series of stock
      or of options, warrants or other rights to purchase shares of any class or
      series of stock or of other  securities of the Corporation  shall have any
      pre-emptive  right to purchase or subscribe for any unissued  stock of any
      class or  series  or any  additional  shares  of any class or series to be
      issued by reason of any increase of the  authorized  capital  stock of the
      Corporation   of  any  class  or  series,   or  bonds,   certificates   of
      indebtedness,   debentures  or  other   securities   convertible  into  or
      exchangeable  for  stock of the  Corporation  of any class or  series,  or
      carrying any rights to purchase stock of any class or series, but any such
      unissued  stock,  additional  authorized  issue of  shares of any class or
      series of stock or securities  convertible into or exchangeable for stock,
      or carrying  any right to purchase  stock,  may be issued and  disposed of
      pursuant to resolution  of the Board of Directors to such persons,  firms,
      corporations  or  associations,  whether such holders or others,  and upon
      such terms as may be deemed  advisable  by the Board of  Directors  in the
      exercise of its sole discretion.

IN WITNESS WHEREOF,  the Corporation has caused this Certificate of Amendment to
be executed as the __th day of March 2005.


                                                      Aptus, Corp.


                                                      By:_______________________
                                                         M. Carroll Benton
                                                         Secretary and Treasurer



                                       34
<PAGE>

SCHEDULE 3.7 NO CONTRACTS, ETC.

3.7(a)   HQ Global Workplaces, Inc.
         300 Vanderbilt Motor Parkway
         Hauppauge, NY  11788

3.7(b)
         None

3.7(c)
         None

3.7(d)
         Marianne Grimaldi - Consulting Agreement
         Errol Allahverdi - Consulting Agreement
         Chien-Yin Sze - Consulting Agreement
         Mark Andre - Asset Purchase Agreement Distribution Agreement,
                      Consulting Agreement and Security Agreement
         Alan Katz - Consulting and Non-Compete Agreement
         Glenn Paul - Consulting and Non-Compete Agreement
         The Staube Foundation - Consulting and Non-Compete Agreement

3.7(e)
         None

3.7(f)
         Union Bank of California - Account Number #0052032216

3.7(g)
         David Fargo                5,000
         O'Brien                    5,000
         Edlin                      5,000
         Dyer                      15,000


                                       35
<PAGE>

         Marview Holdings          10,000
         Salomon                   20,000
         Green                      2,500
         Chase Family Trust         2,500
         Suater                    10,000
         Gamez                      2,500
         Lauter                     7,500
         Absolute Internet          1,250
         Dellenberg                 5,000

3.7(h)
         None

SCHEDULE 3.8 LITIGATION

         None


SCHEDULE 3.11 PROPRIETARY RIGHTS

         None

SCHEDULE 3.13 FEES

         None

SCHEDULE 3.14 BOOKS AND RECORDS

         None


                                       36
<PAGE>

                                 EXHIBIT 8.2(D)






                                       37
<PAGE>

                                 EXHIBIT 8.3(D)








                                       38