EX-10 12 ins105.txt PREPARED BY: MHUEBOTTER@HOTMAIL.COM AMENDMENT NO. 3 TO CONSULTING AGREEMENT THIS AMENDMENT NO. 3 TO CONSULTING AGREEMENT (this "Amendment") is effective January 30, 2001 by and between Insynq, Inc., a Delaware corporation (the "Company"), and One Click Investments, LLC ("Holder"). W I T N E S S E T H WHEREAS, the parties have executed that certain Financial Public Relations Consulting Agreement as of September 20, 1999; and WHEREAS, the parties have executed that certain Amendment No. 1 to Consulting Agreement as of June 30, 2000; and WHEREAS, the parties have executed that certain Amendment No. 2 to Consulting Agreement as of October 31, 2000; and WHEREAS, the original Consulting Agreement granted certain warrants to Consultant (the "Warrants"); and WHEREAS, the parties have executed that certain Warrant Purchase Agreement as of August 4, 2000; and WHEREAS, the parties have executed that certain Registration Rights Agreement (the "Registration Agreement") as of August 4, 2000; and WHEREAS, the Company filed a certain Form SB-2 Registration with the Securities and Exchange Commission December 14, 2000; and WHEREAS, the Holder agreed not to be included in that certain Form SB-2 Registration; and WHEREAS, the parties have deemed it to be in their mutual best interests to amend the Warrants to reflect a new exercise price to purchase common stock, $0.001 par value per share (the "Common Stock"), of the Company thereunder. NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Each Warrant Certificate, and the applicable provisions of the Consulting Agreement, is hereby amended to reflect a new exercise prices as follows: 500,000 Warrants at $0.50 (Fifty Cents) per share 500,000 Warrants at $2.00 (Two Dollars) per share 500,000 Warrants at $7.50 (Seven Dollars and Fifty Cents) per share IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date set forth above. ONE CLICK INVESTMENTS, LLC BY: /s/ Eric Estoos Name: Eric Estoos Title: Senior Managing Partner INSYNQ, INC. By: ________________________________ Name: ________________________________ Title: ________________________________ ===============================================================================