PROMISSORY NOTE AND SECURITY AGREEMENT

Principal Amount:                              $75,000.00
Date of This Note:                             September 2, 2003
Location of Execution:                         Denver, Colorado
Primary Note Rate:                             Eight (8%) percent per annum
Default Note Rate:                             Twelve (12%) percent per annum
Due Date:                                      November 2, 2003

FOR VALUE RECEIVED, the undersigned, Harvey Levin, (hereinafter, the
"Borrower"), with his address of 666 Bryant St., Denver, Co 80204, promises to
pay to the order of Insynq, Inc. with its address of 1127 Broadway Plaza, Suite
202, Tacoma, WA 98402 or its successors and assigns, (hereinafter, collectively
with its endorsees, transferees, successors and assigns, "Lender"), the above
listed "Principal Amount" plus interest on the unpaid balance of said Principal
Amount outstanding from time to time from the "Date of This Note" until paid at
the above at the "Primary Note Rate." The principal and interest shall be due
and payable, if not sooner paid on or before, the above Due Date. Any payments
made shall be first applied to interest and any other charges due as described
hereafter and then to the unpaid principal balance. The above terms shall be
used as defined terms and shall govern and control this Promissory Note and
Security Agreement (hereinafter, this "Note").

Borrower may prepay the principal amount outstanding, plus interest, in whole or
in part at any time from the Date of this Note. In the event that this note is
paid in full within Sixty (60) days of the Date of this Note, Lender agrees that
interest due hereunder will be waived. If any payment of principal, interest or
any other charge under this Note is not paid within ten (10) days from the date
it is due or if bankruptcy proceedings, whether voluntary or involuntary, are
instituted against the Borrower, or any representation or warranty of the
Borrower in this Note shall prove to have been incorrect in any material respect
when made; or Borrower shall fail to observe or perform any of its obligations
hereunder for ten (10) days after receipt by the Borrower of notice of such
failure from the Lender (each of the foregoing constituting a "Default" for
purposes hereunder), then all amounts due under this Note shall commence
accruing interest at the above "Default Note Rate," and the entire unpaid
balance of this Note shall at once become due and payable at the option of the
Lender.

As an inducement for the Lender to loan the Principal Amount and to secure the
complete and timely payment, performance and discharge in full, as the case may
be, of all of the obligations hereunder, the Borrower hereby, unconditionally
and irrevocably, pledges, grants and hypothecates to the Lender, a continuing
security interest in and a continuing lien upon, (the "SECURITY INTEREST") and
an unqualified right to possession and disposition of and a right of set-off
against, in each case to the fullest extent permitted by law, all of the
Borrower's right, title and interest of whatsoever kind and nature in and to
that certain common stock evidenced by Certificate No.____ representing ____
shares of common stock in Insynq, Inc., a Nevada corporation, which interests
shall include all rights thereunder and all rights accruing (collectively, the
"Collateral"). Lender agrees that it will either return the certificate if it
desires recourse against the Borrower or elect as its sole recourse for the
payment of the principal, interest and any other charges on this Note shall be
the Collateral and Lender waives personal recourse to the Borrower in the event
it deposits the Collateral with a broker for purposes of selling same.



<PAGE>




1.                REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE
                  BORROWER. The Borrower represents and warrants to, and
                  covenants and agrees with, the Lender as follows:
a.                The Borrower has the requisite power and authority to execute,
                  deliver this Note and perform the obligations under this Note.
                  This Note constitutes a legal, valid and binding obligation of
                  the Borrower enforceable in accordance with its terms, except
                  only as enforceability may be limited by bankruptcy,
                  insolvency, reorganization, moratorium or similar laws
                  affecting the enforcement of creditor's rights generally.
b.                The Borrower is the sole owner of the Collateral free and
                  clear of any liens, security interests, encumbrances, rights
                  or claims, and is fully authorized to grant the Security
                  Interest in and to pledge the Collateral encumbered thereby. .
c.                This Note creates in favor of the Lender a valid first
                  priority security interest in the Collateral securing the
                  payment and performance of the obligations hereunder and, upon
                  making the filings permitted to Lender, a perfected first
                  priority security interest in such Collateral.
d.                On or immediately after the date of execution of this Note,
                  upon request by Lender, the Borrower will deliver to the
                  Lender one or more executed UCC financing statements on Form-1
                  with respect to the Security Interest for filing with such
                  jurisdictions as are requested. On or immediately after the
                  date of execution of this Note, upon request by Lender, the
                  Borrower will deliver to the Lender one or more executed
                  irrevocable stock powers or assignments separate from
                  certificate allowing for the transfer of the Collateral to
                  Lender in the event of Default hereunder.
e.                All information heretofore, herein or hereafter supplied to
                  the Lender by or on behalf of the Borrower with respect to the
                  Collateral is accurate and complete in all material respects
                  as of the date furnished.

2.                RIGHTS AND REMEDIES UPON DEFAULT. Upon occurrence of any
                  Default and at any time thereafter, the Lender shall have the
                  right to exercise all of the remedies conferred hereunder and
                  the Lender shall have all the rights and remedies of a lender
                  under any other applicable law (including the Uniform
                  Commercial Code of any jurisdiction in which any collateral is
                  then located). Without limitation, the Lender shall have the
                  right to take possession of the Collateral and remove same,
                  and Lender shall have the right to assign, sell, lease or
                  otherwise dispose of and deliver all or any part of the
                  Collateral, at public or private sale or otherwise, either
                  with or without special conditions or stipulations, for cash
                  or on credit or for future delivery, in such manners on such
                  terms and conditions and at such times and at such places, as
                  the Lender may deem commercially reasonable, all without
                  (except as shall be required by applicable statute and cannot
                  be waived) advertisement or demand upon or notice to the
                  Borrower or right of redemption of the Borrower, which are
                  hereby expressly waived. Upon each such sale, assignment or
                  other transfer of Collateral, the Lender may, unless
                  prohibited by applicable law which cannot be waived, purchase
                  all or any part of the Collateral being sold, free from and
                  discharged of all trusts, claims, right of redemption and
                  equities of the Borrower, which are hereby waived and
                  released.

3.                APPLICATIONS OF PROCEEDS. The proceeds of any such sale or
                  other disposition of the Collateral hereunder shall be applied
                  first, to the expenses of retaking, holding, and preparing for
                  sale, and, next to the payment of the Principal Amount due and
                  any interest, fees and costs, added thereto and any other
                  amounts required by applicable law, after which the Lender
                  shall pay to the Borrower any surplus proceeds. To the extent
                  permitted by applicable law, the Borrower waives all claims,
                  damages and demands against the Lender arising out of the
                  repossession, removal, retention or sale of the Collateral,
                  unless due to the gross negligence or willful misconduct of
                  the Lender.

4.                COSTS AND EXPENSES. The Borrower agrees to pay all
                  out-of-pocket fees, costs and expenses incurred in connection
                  with any filing required hereunder, and all other claims and
                  charges which in the reasonable opinion of the Lender might
                  prejudice, imperil or otherwise affect the Collateral or the
                  Security Interest therein. Until so paid, any fees payable
                  hereunder shall be added to the principal amount of the Note
                  and shall bear interest at the Default Note Rate.

5.                SECURITY INTEREST ABSOLUTE. All rights of the Lender and all
                  obligations of the Borrower hereunder, shall be absolute and
                  unconditional, irrespective of: (a) any lack of validity or
                  enforceability of any portion of this Note; (b) any change in
                  the time, manner or place of payment or performance of, or in
                  any other term of, all or any of the Obligations, or any other
                  amendment or waiver of or any consent to any departure from
                  the Note or any other agreement entered into in connection
                  with the foregoing; (c) any exchange, release or
                  non-perfection of any of the Collateral, or any release or
                  amendment or waiver of or consent to departure from any other
                  collateral for, or any guaranty, or any other security, for
                  all or any of the Obligations; (d) any action by the Lender to
                  obtain, adjust, settle and cancel in its sole discretion any
                  insurance claims or matters made or arising in connection with
                  the Collateral; or (e) any other circumstance which might
                  otherwise constitute any legal or equitable defense available
                  to the Borrower, or a discharge of all or any part of the
                  Security Interest granted hereby. The Borrower expressly
                  waives presentment, protest, notice of protest, demand, notice
                  of nonpayment and demand for performance. The Borrower waives
                  all right to require the Lender to proceed against any other
                  person or to apply any Collateral which the Lender may hold at
                  any time, or to marshal assets, or to pursue any other remedy.
                  The Borrower waives any defense arising by reason of the
                  application of the statute of limitations to any obligation
                  secured hereby.

6.                TERM OF AGREEMENT. This Note and the Security Interest
                  conveyed hereunder shall terminate on the date on which all
                  payments under the Note have been made in full and all other
                  obligations have been paid or discharged. Upon such
                  termination, the Lender, at the request and at the expense of
                  the Borrower, will join in executing any termination statement
                  with respect to any financing statement executed and filed
                  pursuant to this Note.

7.                NOTICES. All notices, requests, demands and other
                  communications hereunder shall be in writing, with copies to
                  all the other parties hereto, and shall be deemed to have been
                  duly given when mailed by first-class certified mail, return
                  receipt requested, postage prepaid, four days after posting in
                  the U.S. mails, in each case if delivered to the addresses
                  hereinabove given for each of the parties hereto

8.                MISCELLANEOUS.

a.                No course of dealing between the Borrower and the Lender, nor
                  any failure to exercise, nor any delay in exercising, on the
                  part of the Lender, any right, power or privilege hereunder or
                  under the Note shall operate as a waiver thereof; nor shall
                  any single or partial exercise of any right, power or
                  privilege hereunder or thereunder preclude any other or
                  further exercise thereof or the exercise of any other right,
                  power or privilege. No waiver of any breach or default or any
                  right under this Note shall be considered valid unless in
                  writing and signed by the party giving such waiver, and no
                  such waiver shall be deemed a waiver of any subsequent breach
                  or default or right, whether of the same or similar nature or
                  otherwise.
b.                All of the rights and remedies of the Lender with respect to
                  the Collateral, whether established hereby or by the Note or
                  by any other agreements, instruments or documents or by law
                  shall be cumulative and may be exercised singly or
                  concurrently.
c.                In the event that any provision of this Note is held to be
                  invalid, prohibited or unenforceable in any jurisdiction for
                  any reason, unless such provision is narrowed by judicial
                  construction, this Note shall, as to such jurisdiction, be
                  construed as if such invalid, prohibited or unenforceable
                  provision had been more narrowly drawn so as not to be
                  invalid, prohibited or unenforceable. If, notwithstanding the
                  foregoing, any provision of this Note is held to be invalid,
                  prohibited or unenforceable in any jurisdiction, such
                  provision, as to such jurisdiction, shall be ineffective to
                  the extent of such invalidity, prohibition or unenforceability
                  without invalidating the remaining portion of such provision
                  or the other provisions of this Note and without affecting the
                  validity or enforceability of such provision or the other
                  provisions of this Note in any other jurisdiction.
d.                This Note shall be binding upon and inure to the benefit of
                  each party hereto and its successors and assigns. e. Each
                  party shall take such further action and execute and deliver
                  such further documents as may be necessary or appropriate in
                  order to carry out the provisions and purposes of this Note.
f.                This Note shall be construed in accordance with the laws of
                  the Washington State and each party parties hereto irrevocably
                  submit to the exclusive jurisdiction of any Washington State
                  or United States Federal court sitting in Pierce County,
                  Washington over any action or proceeding arising out of or
                  relating to this Note, and the parties hereto hereby
                  irrevocably agree that all claims in respect of such action or
                  proceeding may be heard and determined in such Washington
                  State or Federal court.
g.                Each party hereto hereby agrees to waive its respective rights
                  to a jury trail of any claim or cause of action based upon or
                  arising out of this note. Each party hereto acknowledges that
                  this waiver is a material inducement for each party to enter
                  into a business relationship and that each party relies on
                  this waiver in entering into this note.

         IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly
executed as of the Date of This Note at the Location of Execution above written.

Borrower:

By: /s/ Harvey Levin


Accepting same, for and in consideration of the consideration provided herein
and other good and valuable consideration:

Lender:   Insynq, Inc.


By:    /s/ John P. Gorst                    Attest:  /s/ M. Carroll Benton
       Its: Chief Executive Officer:        Its:  Chief Administrative Officer