AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 2 to Securities Purchase Agreement dated as
of May 14, 2002 shall serve to amend the Securities Purchase Agreement dated as
of January 24, 2002, as amended by Amendment No. 1 to Securities Purchase
Agreement dated as of April 8, 2002 (as amended, the "Agreement"), by and among
Insynq, Inc., a Delaware corporation with its headquarters located at ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and each of the purchasers
set forth in the Agreement (collectively, the "Buyers"). Capitalized terms used
herein shall have the meanings set forth in the Agreement.
1. The undersigned parties hereby agree that, to the extent that the
Agreement, or any of the documents executed contemporaneously with, and as
part of the same transaction contemplated by, the Agreement, including but
not limited to the Registration Rights Agreement, the Debentures and the
Warrants (collectively with the Agreement, the "Transaction Documents"),
contain any provisions which provide the Buyers with the option of being
paid any amounts on account of interest or penalties in cash or in shares
of Common Stock, the Buyers hereby elect to be paid, and the Company agrees
to pay to Buyers, such amounts in cash.
2. All other provisions of the Transaction Documents shall remain in full
force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date set forth above.
INSYNQ, INC.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Manager
AJW/NEW MILLENNIUM
OFFSHORE, LTD.
By: First Street Manager II, LLC
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Manager
PEGASUS CAPITAL PARTNERS, LLC
By: Pegasus Manager, LLC
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Manager