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                                                                   EXHIBIT 10.38

                    APPLICATION SERVICE PROVIDER AGREEMENT

This Agreement made as of this 21/st/ day of August, 2000, by and between Corel
Corporation ("COREL") having its principal place of business at 1600 Carling
Avenue, Ottawa, Ontario, K1Z 8R7 (Tel: 613-728-8200 Fax: 613-728-9790) and
InsynQ, Inc. ("ASP"), having its principal place of business at 1101 Broadway
Plaza, Tacorna, WA 98402 (Tel: 916-797-7334, Fax: 916-784-3855).

BACKGROUND:

1.   COREL desires to secure distribution of certain of its software; and
2.   ASP desires to obtain certain rights to allow its customers to access
     software from COREL.

NOW THEREFORE, in consideration of the mutual promises, covenants and
obligations contained herein the parties agree as follows:

1.   INTERPRETATION

1.01 Definitions. As used herein:
     -----------

     (i)    "Agreement" means this agreement and any schedules attached hereto.
     (ii)   "ASP Program" means the process by which Customer accesses the ASP
            System to obtain use of the Software provided that such Customer has
            entered into a services agreement with ASP and remains in good
            standing under such agreement.
     (iii)  "ASP Software Package" means the software package offered by ASP to
            Customers which permits use of the Software on the ASP System.
     (iv)   "ASP System" means the enabling technology on ASP's local area
            network based server located at 1101 Broadway Plaza, Tacoma, WA
            98402 and any other location within the Territory and used by ASP to
            permit Customers who have acquired a ASP Software Package through
            the ASP Program to access and use the Software, only using a high
            speed transmission connection, or other public or private access
            network or communication mediums.
     (v)    "COREL Marks" means the trade names and trade-marks related to the
            Software.
     (vi)   "Customer" means individuals or entities who are customers in good
            standing with ASP and who purchase an ASP Software Package through
            the ASP Program from ASP or Reseller.
     (vii)  "End User License Agreement" means COREL's end user license as
            modified by COREL from time to time.
     (viii) "Reseller" means any electronic reseller authorized by ASP to
            distribute the Software to Customer.
     (ix)   "Services" means those services as described in Schedule "C" hereto.
     (x)    "Software" means the object code version in any form or format of
            any of the COREL software products listed in Schedule "B".
     (xi)   "Software Prices" means the amount payable by ASP pursuant to
            Section 7 of this Agreement and according to the pricing schedule
            set out in schedule "B".
     (xii)  "Territory" means worldwide subject to Section 5.04.
     (xiii) "User Profile" means a single registered Customer with access to the
            ASP System.

1.02 Schedules. The following Schedules are appended to and form part of this
     ---------
Agreement:

            Schedule "A"       "        Guidelines for Using Corel Trade-Marks
                                        and Guidelines for using Corel Logos
            Schedule "B"       "        Software and Software Prices
            Schedule "C"       "        Reports and Services

2.   LICENSE

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                                       2

2.01  License and Appointment. Subject to the terms and conditions hereof, COREL
      -----------------------
      hereby grants ASP and ASP accepts from COREL:

      2.01.1   Software Access. a non-exclusive right to be a software access
               ---------------
               provider and to allow Customers to use the Software only as a
               part of the ASP Software Package and only through the ASP System
               to Customers participating under the ASP Program within the
               Territory; and

      2.01.2   Sublicense. a non-exclusive right to sublicense to Reseller the
               ----------
               right to be a software access provider and to allow Customers to
               use the Software only as a part of the ASP Software Package and
               only through the ASP System and only to Customers participating
               under the ASP Program within the Territory.


      ASP agrees not to distribute the Software other than in computer readable
      form as part of an ASP Software Package under the ASP Program within the
      Territory.

2.02  Intellectual Property. ASP acknowledges that COREL is the owner of all
      ---------------------
      intellectual property, including, without limitation, patents and
      copyright, relating to the Software and the COREL Marks. ASP shall have no
      rights in respect of such intellectual property, patents or copyright
      other than to act as a software access provider to deliver the Software
      subject to the End User License Agreements.


2.03  Master. To enable ASP to exercise those rights granted under Section 2.01,
      ------
      COREL shall deliver to ASP a master copy of the Software and any updates
      and upgrades if available, in accordance with the estimated availability
      as determined by COREL, in COREL's sole discretion, for the Software as
      set out in Schedule "B".

2.04  Reseller Agreement. ASP shall ensure that each Reseller is subject to a
      ------------------
      binding written agreement with ASP that includes provisions consistent
      with the material substance of Sections 2.02, 3, 4, 5.02, 5.04, 8, 9, 10
      and 11 and such agreements must be materially no less protective of
      COREL's rights in the Software than are the terms and conditions of this
      Agreement.

3.    TRADE-MARKS

3.01  COREL Marks. During the term of this Agreement, COREL hereby grants ASP a
      -----------
      license to display the COREL Marks solely in the form provided by COREL
      and only in conjunction with the ASP Program.

3.02  Non-alteration. ASP agrees not to alter the COREL Marks, copyright
      --------------
      notices or designs of any Software. ASP acknowledges and agrees that COREL
      retains all of its right, title and interest in the COREL Marks, and all
      use of the COREL Marks by ASP shall enure to the benefit of COREL.

3.03  Mark Policies and Standards. ASP shall display the COREL Marks in
      ---------------------------
      accordance with COREL's Guidelines for Using COREL Trademarks and
      Guidelines for Using COREL Logos as set forth in Schedule "A" or as
      otherwise in effect from time to time. COREL retains the right to specify
      and approve the quality and standards of all materials on which the COREL
      Marks are displayed and to inspect samples of such materials from time to
      time. Failure of ASP to adhere to such standards of quality shall be
      grounds for COREL to terminate ASP's rights to use such COREL Marks and to
      terminate this Agreement. In order to enable COREL to protect its rights
      in the COREL Marks, ASP will advise COREL of every country in which it
      markers or distributes the Software or uses the COREL Marks.

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3.04   Validity and Enforceability of Marks. ASP shall not at any time during or
       ------------------------------------
       after the term of this Agreement assert any claim or interest in or to
       anything which may adversely affect the validity or enforceability of any
       of the COREL Marks. ASP shall not register, seek to register, or cause to
       be registered any of COREL's trade-marks, logos, copyrights, including
       the COREL Marks without COREL's prior written consent. ASP shall not
       adopt or use such trade-marks, trade names, logos or insignia or any
       confusingly similar work or symbol, as part of the ASP Program and/or the
       ASP System company or partnership name.

3.05   Infringement and Further Assurances. ASP agrees to report all
       -----------------------------------
       infringement or improper or unauthorized use of COREL's trade-marks,
       trade names, logos or insignia, including the COREL Marks which come to
       the attention of ASP, ASP further agrees to execute all documents and
       further assurances required by COREL to register or protect COREL's
       rights.

4.     TERM OF AGREEMENT

4.01   Effective Date. This Agreement shall be effective as of the date first
       --------------
       written above.

4.02   Initial Term. The initial term of this Agreement shall commence upon the
       ------------
       date first written above and shall continue for a period of twelve (12)
       months from such date, subject to Section 13.

4.03   Renewal. Subject to Section 13, this Agreement shall be renewed for
       -------
       subsequent periods of twelve (12) months at the end of the prior twelve
       (12) month term unless either party notifies the other thirty (30) days
       prior to the expiry of the term that it does not wish to renew the
       Agreement for a further twelve (12) month term.

5.     RESPONSIBILITIES OF ASP

5.01   ASP System and Customer Support. ASP represents and warrants to COREL
       -------------------------------
       that ASP has and will maintain a secure and fully functional ASP System
       which shall only permit Customers to connect to the ASP System and which
       shall not permit Customers to save the Software, Software files or
       programs ("Software Files") on Customer's hard disk or any other tangible
       media. However, Customer shall have the ability to store and print the
       data created using the Software Files onto Customer's hard disk or any
       other tangible media. ASP shall provide all support for Customers
       utilizing the ASP System to access ASP Software Packages. ASP shall
       indemnify COREL from all losses or damages suffered by COREL as a result
       of any intentional or negligent failure of ASP and/or the ASP System to
       restrict the saving or printing of Software or Software Files.

5.02   Restrictions. ASP shall distribute the Software only in the form provided
       ------------
       by COREL as part of an ASP Software Package and shall not alter the
       Software or End User License Agreement or any part thereof, COREL retains
       the right to specify and approve the quality and standards of the
       Software and to inspect samples of such Software from time to time. ASP
       shall not rent the Software or ASP Software Packages or knowingly
       distribute or resell to anyone who infringes COREL's rights. ASP shall
       immediately discontinue all access to ASP System and electronic access to
       Software or ASP Software Packages by Customers who rent same or infringe
       COREL's rights. In the event ASP becomes aware of, or receives notice
       from COREL, that Resellers have infringed COREL's rights, ASP shall
       immediately discontinue all distribution of Software to said Reseller.
       ASP shall impose this same restriction on all Resellers who distribute
       the Software.

5.03   Acceptance of EULA. ASP shall ensure that, prior to access to or use of
       ------------------
       the Software by Customer, the applicable End User License Agreement
       ("EULA") forms part of the services agreement between ASP and Customer
       and that by executing the services agreement Customer agrees to be bound
       by and to comply with


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       the terms and conditions of the EULA. In the event Customer rejects the
       EULA, Customer shall not be permitted to access or use the Software.

5.04   Compliance with Laws. ASP shall comply with all laws, rules, regulations
       --------------------
       and industry standards existing with respect to the Software and the
       performance by the ASP of its obligations hereunder existing in the
       jurisdictions where the ASP carries on activities under this Agreement
       and where the Software is accessed by Customers from time to time. ASP
       shall not export the Software unless such export complies with any
       applicable export laws and regulations as they apply to the Software. In
       particular, ASP shall not export or re-export the Software, either
       directly or indirectly, to countries to which the United States has
       prohibited export, including, but nor limited to, Cuba, Iran, Iraq,
       Libya, North Korea, Serbia, Syria, Sudan and Taliban controlled areas of
       Afghanistan. COREL reserves the right to withhold its consent to the
       distribution of the Software to any country if the laws of the target
       country do not adequately protect the intellectual property rights of
       COREL in the Software.

5.05   Press Releases. ASP agrees that all information released to the media or
       --------------
       the general public regarding this Agreement or the relationship between
       the parties including, but not limited to press releases, shall require
       prior written approval of COREL. Within a reasonable period of time
       following execution of this Agreement, the parties agree to jointly issue
       a press release announcing the relationship between the parties.

5.06   Reports and Services. ASP shall provide COREL with reports and Services
       --------------------
       as further described in Schedule "C" hereto.

5.07   Audits. ASP agrees to maintain complete and accurate records relating to
       ------
       its promotion, marketing, use and distribution of the Software. COREL
       shall have the right no more often than once each twelve (12) month
       period to appoint an independent third party to examine ASP's books and
       records in order to verify ASP's compliance with the terms of this
       Agreement. Any such audit shall be at the expense of COREL unless the
       audit reveals an underpayment by ASP of greater than five percent (5%) in
       which case the audit shall be at the expense of ASP.

5.08   Service Packs. ASP agrees to install up to a maximum of three (3) service
       -------------
       packs for the Software provided to ASP by COREL in each calendar quarter.

6.     RESPONSIBILITIES OF COREL

6.01   Software Support. Customers shall be entitled only to COREL's electronic
       ----------------
       support for the Software in accordance with COREL's standard policies and
       procedures as they may be in effect from time to time. Such Customer
       Software support shall in no way apply to Customers access to or use of
       the ASP Software Package, the ASP Program or ASP System.

7.     PAYMENTS

7.01   Amounts Payable. ASP shall pay COREL, the amount or amounts described in
       ---------------
       Schedule "B" in accordance with the terms and conditions of Schedule "B"
       within thirty (30) days of the end of each month.

7.02   Notice of Changes. COREL shall be entitled to discontinue any Software
       -----------------
       ("Discontinued Software") at any time upon ninety (90) days prior
       written notice to ASP. In such cases, COREL shall provide ASP with the
       revised Schedule "B". In the event COREL discontinues any Software, ASP
       shall immediately remove all Discontinued Software from the ASP System
       and ASP Program and erase or destroy any Discontinued


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       Software contained on ASP computers and/or computer diskettes in its
       possession or under its control. Notwithstanding the aforementioned and
       subject to Section 10.02, ASP may, upon receiving notice under this
       section, continue to host the Discontinued Software for only those
       clients who have a valid annual agreement with ASP for rental of the
       Discontinued Software at date of such notice. Nothing in this section
       grants ASP the right to renew any annual agreements related to the
       Discontinued Software.

7.03   Taxes. ASP shall pay, in addition to all amounts specified in this
       -----
       Agreement, all duties and foreign, federal, state, provincial, county or
       local income taxes, value added taxes, use, personal, property, sales
       taxes and other taxes whatsoever, or amounts in lieu thereof, and
       interest thereon, paid or payable or collectible by COREL (exclusive of
       taxes based on COREL's net income) and levied or based on amounts
       chargeable to or payable by ASP pursuant to this Agreement. In the event
       any payments required to be made by ASP under this Agreement are subject
       to applicable withholding tax that ASP is required to deduct from such
       payments, ASP shall promptly deliver to COREL receipts issued by
       appropriate government authorities for all such taxes withheld or paid by
       ASP and ASP shall fully and promptly cooperate with COREL to provide such
       information and records as COREL may require in connection with any
       application by COREL to obtain available tax credits.

7.04   Late Payment. If ASP is in arrears under this Agreement, COREL will give
       ------------
       written notice to ASP that ASP is responsible for payment of all
       outstanding amounts and finance charges. If the outstanding amounts are
       not paid within ten (10) days of such notice, COREL has the right to
       terminate this Agreement. Late payments will be assessed a 1% finance
       charge per month (12% per annum) or the highest finance charge permitted
       by applicable law, whichever is less. All such finance charges shall
       automatically begin to accrue on overdue amounts starting on the thirty-
       first (31/st/) day after payment of such amounts was due. ASP shall pay
       all costs including reasonable attorney's fees, incurred by COREL in
       collection overdue amounts.

7.05   US Currency. All payments to COREL pursuant to this Agreement shall be
       -----------
       made in the lawful currency of the United States of America and all
       amounts referred to in this Agreement are in the lawful currency of the
       United States of America.

8.     CONFIDENTIALITY

8.01   Confidentiality. Each of the parties hereto agrees to keep confidential
       ---------------
       any and all information with respect to the other party which it has
       received or may in the future receive in connection with this Agreement
       which is not otherwise available to the general public without
       restriction. Notwithstanding the foregoing, each of the parties shall be
       entitled to disclose such information (i) to its agents, employees or
       representatives who have a need to know such information for the purpose
       of performance under this Agreement and exercising the rights granted
       under this Agreement, or (ii) to the extent required by applicable law,
       or (iii) during the course of or in connection with any litigation,
       arbitration or other proceeding based upon or in connection with the
       subject matter of this Agreement provided that ASP shall give COREL
       reasonable notice prior to such disclosure and shall comply with any
       applicable protective order or equivalent. ASP shall not disassemble,
       decompile, reverse engineer or attempt dissemble, decompile, reverse
       engineer the Software, except to the extent this restriction is not
       permitted by applicable law. Confidential Information shall not include
       that information defined as Confidential Information which the receiving
       party can conclusively establish (i) was in the possession of the
       receiving party at the time of disclosure; became part of the public
       domain without the act of omission of the party to whom it was disclosed
       (ii) prior to or after the time of disclosure; (iii) was disclosed to the
       receiving party by a third party under no legal obligation to maintain
       the confidentiality of such information; (iv) was independently developed
       by the receiving party.

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9.     WARRANTS AND OTHER REPRESENTATIONS

9.01   Warranty. The storage medium for the gold master for the Software is
       --------
       warranted against defects in workmanship and materials for a period of
       ninety (90) days from the date it is delivered to ASP. In the event that
       the storage medium for the gold master for the Software is defective
       COREL will replace it free of charge with another copy of the gold master
       for the Software. Replacement of the storage medium for the gold master
       for the Software shall be COREL's sole obligations and ASP's sole remedy
       for a breach of the warranty in this section.

9.02   Limitation. OTHER THAN AS PROVIDED IN SECTION 9.01, THE SOFTWARE, AND
       ----------
       STORAGE MEDIA ARE PROVIDED AND LICENSED BY COREL ON AN "AS IS" BASIS AND
       THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR
       IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF
       DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT
       OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH BY COREL. COREL
       DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY,
       SATISFACTORY QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A
       PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT,
       INCLUDING BUT NOT LIMITED TO STATEMENT REGARDING PERFORMANCE OF THE
       SOFTWARE, OR STORAGEMEDIA, WHICH IS NOT CONTAINED IN THIS AGREEMENT,
       SHALL BE DEEMED TO BE A WARRANTY, CONDITION OR REPRESENTATION BY COREL.

9.03   No Variation. NO AGREEMENTS VARYING OR EXTENDING THE TERMS OF SECTION
       ------------
       9.01 OR 9.02 WILL BE BINDING ON COREL UNLESS IN WRITING AND SIGNED BY AN

       AUTHORIZEDSIGNING OFFICER OF COREL.

9.04   ASP not to Bind. ASP will give and make no warranties or representations
       ---------------
       on behalf of COREL as to quality, merchantable quality, satisfactory
       quality, merchantability, fitness for a particular use or purpose or any
       other features of the Software; and ASP shall not incur any liabilities,
       obligations or commitments on behalf of COREL, including, without
       limitation, a variation of the End User License Agreement.

10.    INFRINGEMENT

10.01  Defense and Settlement. If notified promptly in writing of any action
       ----------------------
       (and all prior related claims) brought against ASP alleging that ASP's
       right to allow its Customers to access and use the Software under this
       Agreement infringes any copyright, COREL will defend that action at its
       expense and will pay the costs and damages finally awarded against ASP,
       if any, in the action, provided: that ASP provides COREL with prompt
       written notice of such claim(s); that COREL shall have sole control of
       the defense of any such action and all negotiations for its settlement
       or compromise; that ASP, and where applicable, those for whom ASP is in
       law responsible, cooperate fully with COREL in its defense of the action;
       and that COREL shall have no liability if (a) the action results from (i)
       the use of the Software for purposes or in an environment for which it
       was not designed; (ii) modification of the Software by anyone other than
       COREL; (iii) distribution of any Software or display or use of any COREL
       Mark after COREL's notice to ASP that it should cease distribution or use
       of such Software and/or COREL Mark due to a possible infringement; or (b)
       ASP is otherwise in material breach of the terms and conditions of this
       Agreement.

10.02  Options Where Claim. If a final injunction is obtained in such action
       -------------------
       against ASP's distribution of the Software or if in COREL's opinion the
       Software is likely to become the subject of a claim of infringement,

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                                       7

       COREL may at its sole option and expenses either procure for ASP the
       right to distribute the Software or replace or modify the Software so
       that it becomes non-infringing or terminate this Agreement in accordance
       with Section 13.01.6.


10.03  Entire Liability. The foregoing states the entire liability of COREL and
       ----------------
       exclusive remedy of ASP with respect to any intellectual or industrial
       property infringement.

11.    LIMITATION OF LIABILITY

11.01  Limitation. IN NO EVENT WILL COREL BE LIABLE FOR ANY INCIDENTAL,
       ----------
       INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER
       RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN
       CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE
       OR STORAGE MEDIA, OTHER COREL PROVIDED MATERIAL OR THE PERFORMANCE OF
       COREL WHETHER SUCH ACTION IS BASED IN CONTRACT OR IN TORT INCLUDING BUT
       NOT LIMITED TO NEGLIGENCE AND WHETHER OR NOT COREL HAS BEEN ADVISED OF
       THE POSSIBILITY OR SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.

11.02  Aggregate Liability. Other than as provided in Section 10, COREL's
       --------------------
       aggregate liability to ASP whether for negligence, breach of contract,
       misrepresentation or otherwise shall, in respect of a single occurrence
       or a series of occurrences, in no circumstances exceed the Software
       Prices paid by ASP to COREL over the twelve (12) month period immediately
       preceding the claim by ASP.

12.    ASP INDEMNIFICATION


12.01  Indemnification. Except as set forth in Section 10, ASP agrees to
       ---------------
       indemnify and save COREL harmless from and against any and all claims,
       demands, costs and liabilities (including all reasonable legal and
       attorney fees and expenses) of any kind whatsoever, arising directly or
       indirectly out of claims by ASP's Customers or any third party relating
       to: (i) ASP's performance or non-performance of its obligation under this
       Agreement; (ii) the maintenance, performance, non-performance or
       functionality of the ASP's System; or (iii) breach of Section 5.01
       warranties.

13.    TERMINATION

13.01  Termination. This Agreement will terminate in the event of any of the
       -----------
       following:

       13.01.1  immediately in the event of termination of the ASP Program;

       13.01.2  written notice of termination from COREL, effective immediately,
                under Section 7.04;

       13.01.3  on the thirtieth (30th) day after one party gives the other
                written notice of breach by the other of any material term or
                condition of this Agreement unless the breach is cured before
                that day;

       13.01.4  written notice of termination by one party, effective
                immediately, after a receiver has been appointed in respect to
                the whole or a substantial part of the other's assets or a
                petition in bankruptcy or for liquidation is filed by or against
                that other, or if the other has been dissolved or liquidated or
                is insolvent;


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       13.01.5   written notice of termination, effective immediately, by the
                 non-defaulting party; if ASP or COREL has breached its
                 obligations under Section 8; or

       13.01.6   upon the expiry of thirty (30) days following receipt by either
                 party of written notice from the other party terminating this
                 Agreement for convenience.

13.02  No Compensation. The parties acknowledge and agree that they have no
       ---------------
       expectation that their business relationship with the other will continue
       for nay minimum period of year or that neither party shall obtain any
       anticipated amount of profits by virtue of this Agreement. However, ASP
       acknowledges and agrees that this Section 13.02 shall not apply to
       amounts owed or owing by ASP to COREL pursuant to this Agreement. The
       parties agree that the termination provisions herein, in terms of both
       notice and default events are reasonable and agree not to contest by way
       of wrongful termination proceedings or otherwise. COREL shall not be
       liable, by reason of any termination of this Agreement, for compensation,
       reimbursement or damages on account of the loss of perspective profits on
       anticipated orders or on account of expenditures, investments, leases or
       commitments whatsoever in connection with the business or goodwill of
       ASP.

14.    EFFECT OF TERMINATION

14.01  ASP. In the event of termination ASP shall:
       ---

       14.01.1  perform with respect to COREL all payment and other obligations
                of ASP arising under this Agreement within thirty (30) days of
                termination;

       14.01.2  immediately cease to use the COREL Marks in any manner
                whatsoever and immediately cease to act as a Software access
                provider and to represent itself as such; and

       14.01.3  immediately remove all Software provided pursuant to this
                Agreement from ASP System and ASP's server and cease or destroy
                any such Software contained on ASP computers and/or computer
                diskettes in possession or under its control.

14.02  Survival. Sections 2.02, 3.02, 3.04, 5.07, 7, 8, 9, 10, 11, 12, 13, 02,
       --------
       14 and 15 shall survive the termination of this Agreement.

14.03  No Prejudice. Except as provided in Section 13.02, termination hereunder
       ------------
       shall be without prejudice to any other right or remedy to which either
       party may be entitled hereunder in law.

14.04  Destroy or Deliver Up. At termination, COREL shall have the option to
       ---------------------
       require ASP to destroy and certify that it has destroyed or to deliver to
       COREL any property of COREL, including the gold masters for the Software,
       then in its possession or under its control.

15.    MISCELLANEOUS

15.01  Entire Agreement. This Agreement constitutes the entire agreement between
       ----------------
       the parties concerning the subject matter hereof and supersedes all prior
       statements, representations, discussions, negotiations and agreements,
       both oral and written, including all pre-printed terms and conditions
       appearing on ASP's order forms, COREL's acknowledgment of order forms and
       COREL's invoice forms.






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                                       9


15.02  Amendment or Waiver. COREL expressly reserves the right to modify
       -------------------
       Schedule "A" from time to time. Except as specifically provided for
       herein, all other modifications and/or amendments require a mutual
       written agreement signed by authorized signing officers of both parties.
       No order, invoice or similar document will affect this Agreement even if
       accepted by the receiving party.

15.03  Illegal or Unenforceable Provisions. If any one or more of the provisions
       -----------------------------------
       of this Agreement shall be found to be illegal or unenforceable, this
       Agreement shall nevertheless remain in full force and effect, and such
       term or provision shall be deemed severed.

15.04  Independent Contractors. The parties to this Agreement are independent
       -----------------------
       contractors. No relationship of principal to agent, master or servant,
       employer to employee or franchisor to franchisee is established between
       the parties. Neither party has the authority to bind the other or incur
       any obligation on its behalf.

15.05  Force Majeure. Unless continuing for a period of ninety (90) consecutive
       -------------
       days, or unless involving the payment of amounts due under this
       Agreement, no default, delay or failure to perform on the part of either
       party shall be considered a breach of the Agreement if such default,
       delay or failure to perform is shown to be due entirely to an event of
       force majeure, or to causes beyond the reasonable control of the
       defaulting party including without limitation, strikes, riots, civil
       disturbances, actions or inactions concerning governmental authorities,
       epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God
       or the public enemy or default of a common carrier, always provided that
       the party so relieved of its obligations shall take reasonable steps to
       prevent, correct or amend such act or event which renders such
       obligations impossible.


15.06  No Waiver. Neither of the party's rights to enforce provisions of this
       ---------
       Agreement shall be affected by any prior course of dealing, waiver,
       delay, omission or forbearance.

15.07  Assignment. This Agreement and the rights granted hereunder shall not
       ----------
       be assigned, encumbered by security interest or otherwise transferred by
       ASP without the prior written consent of COREL. An amalgamation or merger
       of ASP or COREL with any person who is not a party to this Agreement
       shall be deemed to result in an assignment of this Agreement. COREL may
       assign this Agreement at any time upon notice to this effect to ASP.

15.08  Enurement. This Agreement shall enure to the benefit of and be binding
       ---------
       upon the parties and their respective successors and permitted assigns.

15.09  Notices. Any notice or other communication to the parties shall be sent
       -------
       to the addresses set out above, or such other places as they may from
       time to time specify by notice in writing to the other party. Notice to
       COREL shall be sent to the attention of the legal department. Any such
       notice or other communication shall be in writing, and, unless delivered
       to a responsible officer or the addressee, shall be given by registered
       mail, facsimile or telex and shall be deemed to have been given when such
       notice should have reached the addressee in the ordinary course, provided
       there is no strike by postal employees in effect or other circumstances
       delaying mail delivery, in which case notice shall be delivered or given
       by facsimile or telex.

15.10  Further Assurances. The parties agree to do all such things and to
       ------------------
       execute such further documents as may reasonably be required to give full
       effect to this Agreement.

15.11  Time. Time shall be of the essence.
       ----
<PAGE>

                                      10


15.12  Governing Law. This Agreement shall be governed by and construed in
       -------------
       accordance with the laws of the Province of Ontario, excluding that body
       of law applicable to choice of law and excluding the United Nations
       Convention on Contracts for the International Sale of Goods and any
       legislation implementing such Convention, if otherwise applicable. ASP
       hereby consents and attorns to the jurisdiction of the courts of such
       Province. If either party employs attorneys to enforce any rights out of
       or relating to this Agreement, the prevailing party shall be entitled to
       recover reasonable attorney's fees. Each party waives any right, and
       agrees not to apply to have any disputes under this Agreement tried or
       otherwise determined by a jury, except where required by law.

15.13  Non-Conflict. No director or officer of Corel Corporation (and/or its
       ------------
       subsidiaries and affiliates) shall be admitted to any share or part of
       this Agreement or to any benefit arising therefrom.

15.14. Language. The original of this Agreement has been written in English and
       --------
       ASP waives any right it may have under the laws of ASP's Territory to
       have this Agreement written in any other language. ASP represents that it
       has the ability to read and write in English and has read and understands
       this Agreement. If this Agreement is translated into a language other
       than English, the English version and interpretation shall govern and
       prevail. All communications between the parties hereunder shall be in
       English.

       IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first written.


                                        InsynQ, Inc.

                                        PER: /s/ John P. Gorst
                                             ----------------------------------
                                             Name:  /s/ [ILLEGIBLE]^^
                                             Title: CEO

                                        Corel Corporation


                                        PER: /s/ [ILLEGIBLE]^^
                                             ----------------------------------
                                             Name:
                                             Title:


<PAGE>

                                      11


                                 SCHEDULE "A"
                                 ------------

GUIDELINES FOR USING COREL TRADE-MARKS AND GUIDELINES FOR USING COREL LOGOS

Corel permits you to use its logos and trademarks in both plain word and
stylized form (the "Marks") for the purpose of promoting and advertising Corel
products or services, provided you comply with the following guidelines:

     .    The Marks may only be used in relation to Corel products or services.
          This means that you may not display the Marks on any non-Corel product
          or service including any associated packaging, documentation,
          advertising or other materials in a manner that suggests that such
          product or service is a Corel product or service, that Corel or any of
          the Marks are associated with such product or service or that Corel is
          affiliated with, endorses or sponsors you or any of such products or
          services. Use of Corelpartner program logos and trademarks, such as
          the Corel Solutions Partner and Corel Training Partner logos, are
          subject to the terms and conditions of the respective partner program
          and no permission to use such logos is granted herein. Please contact
          a Corel representative or visit corel.com for further details.

     .    Corel will provide you with the artwork for the Marks. This artwork
          may not be altered in any way.

     .    When displayed, the Marks must be substantially less prominent than
          your trademark, trade name, logo or product name. The Marks may not be
          used as, or as part of, a company name.

     .    When displayed, the Marks must stand alone. A minimum amount of empty
          space must be left between the Marks and any other object such as
          type, photography, borders, edges, etc. The required border of empty
          space around the Marks must be 1/2x wide where x is the height of the
          Mark.

     .    You may not combine the Marks with any other feature including, but
          not limited to, other logos, words, graphics, photos, slogans,
          numbers, design features, or symbols. Further, you may not display
          your own logos or marks or other text or graphics in the same or
          similar get-up, graphics, look, or trade-dress as the Marks.

     .    The Marks must not be used in a manner that, in Corel's judgment, may
          diminish or otherwise damage Corel's goodwill in the Marks, including
          but not limited to uses which could be deemed to be obscene,
          pornographic, or otherwise in poor taste or unlawful, or which purpose
          or objective is to encourage unlawful activities.

     .    You must place an asterisk (*) or similar notation mark beside the
          first use of a Mark and include the following attribution statement
          on the materials in which the Marks are featured.

          "* Trademark(s) of Corel Corporation or Corel Corporation Limited"









<PAGE>

                                      12
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
             SCHEDULE "B"
             ------------
     SOFTWARE AND SOFTWARE PRICES
                                                                 ------------------------------------------------------------------
                                                                 Daily Rate              Monthly Rate                   Annual Rate
------------------------------------------------------------------------------------------------------------------------------------
                                                 ASP            For User Profile      For user Profile             For user Profile
                  Software                    Part Number     Software Price ($US)   Software Price ($US)       Software Price ($US)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                             <C>                     <C>                       <C>
Corel Business Applications
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) WordPerfect(R) Office 2000       ASPWPO2k                         $3.50                   $8.50                    $102.00
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) Print Office 2000(TM)            AEPPO2k                          $1.85                   $5.10                     $61.20
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Corel Graphics Applications
------------------------------------------------------------------------------------------------------------------------------------
CorelDRAW(TM) 9                           ASPDRAWS0                        $3.75                  $10.25                    $123.00
------------------------------------------------------------------------------------------------------------------------------------
CorelDRAW(TM) 9 Office Edition            ASPDRAWSOQE                      $3.50                   $8.50                    $102.00
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) Custom Photo                     ASPCP10                          $1.15                   $3.40                     $40.80
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) Print House(TM) Magic & Classic  ASPPH40                          $1.15                   $3.40                     $40.80
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) 110,000 On-line Content          ASPOC110                           N/A                   $2.00                     $24.00
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Corel Bundled Applications
------------------------------------------------------------------------------------------------------------------------------------
Basic Package*
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) Custom Photo                     ASPCP10BP                          N/A                   $2.55                     $30.80
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) Print House(TM) Magic & Classic  ASPPH40BP                          N/A                   $2.55                     $30.80
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) 110,000 On-line Content          ASPOC110BP                         N/A                   $0.80                     $10.80
------------------------------------------------------------------------------------------------------------------------------------
Total Package                                                                                      $6.00                     $72.00
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Enhanced Package*
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) WordPerfect(R) Office 2000       ASPWPO2KEP                         N/A                   $7.65                     $91.80
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) Print Office 2000 (TM)           ASPPO2KEP                          N/A                   $2.55                     $30.60
------------------------------------------------------------------------------------------------------------------------------------
Total Package                                                                                     $10.20                    $122.40
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Premium Package*
------------------------------------------------------------------------------------------------------------------------------------
Corel(R) WordPerfect(R) Office 2000      ASPWPO2KPP                          N/A                   $7.85                     $91.60
------------------------------------------------------------------------------------------------------------------------------------
CorelDRAW(TM) 9                          ASPDRAW90PP                         N/A                   $8.60                    $102.00
------------------------------------------------------------------------------------------------------------------------------------
Total Package                                                                                     $16.18                    $193.80
------------------------------------------------------------------------------------------------------------------------------------

*PLEASE NOTE: Each Booklet Package must be sold as a complete offering

N/A: Not Available   Pricing in $U.S. Dollars

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                      13

                                 SCHEDULE "C"
                                 ------------

                             REPORTS AND SERVICES

A.   ASP REPORTS:

ASP shall provide to COREL within thirty (30) days of the end of each month,
monthly sales data and Customer information reports which shall be submitted
to COREL in electronic format as provided by COREL from time to time and shall
contain all of the following information or other information as is reasonably
requested by COREL from time to time. COREL shall be entitled to change to
format of reporting upon thirty (30) days prior notice. All reports shall be
submitted to POS@corel.com in two (2) electronic files; File 1 - POS Sales Data
and File 2 - Customer Information.

File 1 - POS Sales Data

1.       ASP_NAME        ASP Name - Fill in your company name
2.       DATE            If your system is capable of reporting transaction data
                         on a daily basis, report dates of transactions in
                         "International Date Format". If you are only able to
                         provide monthly summarized data, use the first day of
                         the month as the date. COREL uses calendar months for
                         reporting dates. Identify exceptions such as the usage
                         of fiscal months to COREL.
3.       VENDOR_SKU      means COREL's ASP part numbers as they appear on COREL
                         price lists. COREL's ASP part numbers must be used.
                         Capital/block letters must also be used.
4.       SUB_TYPE        means the subscription type chosen by Customer (daily,
                         monthly or annual).
5.       SOFTWARE        means the name of the Software. (Recommended).
6.       UNI_SOLD        means the number of units sold to Resellers and
                         Customer.
7.       UNI_COST        means COREL's selling price, or your buying price in
                         U.S. Dollars. COREL will only accept unit prices
                         reported in U.S. Dollars.
8.       RESELL_ID       means your internal customer ID for your Resellers
                         (required where available)
9.       RESELL_NAME     means the Reseller name _ who you sold the Software to.

File 2 - Customer Information (If available to ASP)

1.       NAME            means the Customer name.
2.       ADDRESS         means the Customer address.
3.       CITY            means the Customer city.
4.       PROV/STATE      means the Customer province or state.
5.       PHONE           means the Customer phone number.
6.       EMAIL           means the Customer email.

All sales transactions must be included. Any unreportable transactions must be
identified to your designated Corel representative.
To ensure proper processing of any rebates, orders, and inventory information,
the usage of Corel part numbers is mandatory.
Naming conventions are to be applied to your files. Examples are shown below:

         POS Sales Data-          year/month/Sales.
                                  97_12_Sales. Or.
                                  9712S. (If not using Windows 95)
<PAGE>

                                      14

B.   SERVICES

     Security Requirements

     Upon transfer of the Software by COREL to ASP, ASP shall be responsible for
     the security of the Software while it is stored with ASP and during
     electronic access by Customers. ASP shall use cryptographic methods to
     authenticate the Software and ensure integrity and confidentiality of the
     Software during any transmission. The ASP System shall contain the
     following security controls:

     ASP System shall contain the following security controls:

     1)   Physical security controls which isolate the ASP System from physical
          access by anyone not directly authorised to manage the ASP System;

     2)   Logical access controls that enforce positive control over access to
          the Software, the applications, and operating systems functions that
          interact with the Software;

     3)   Code integrity controls that verify the integrity of the Software
          immediately prior to any electronic access of the Software;

     4)   Connectivity controls that ensure that all network connections to the
          ASP System are under the positive control of those personnel with
          direct responsibility for the security of the Software;

     5)   All security controls over Software generate effective audit trails
          that are secure from modification; and

     6)   All cryptographic keys that support security functionally for Software
          are stored and used operationally completely within secure dedicated
          software.

     Miscellaneous

     1)   ASP shall not present, nor authorize others to present, non-COREL
          Software as COREL Software.

     2)   ASP shall always provide the most current Software version as provided
          by COREL, unless otherwise requested by COREL.