AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT Effective January 30, 2001, the Agreement entered into as of February 20, 2000 between Insynq, Inc. a Delaware corporation (formerly Xcel Management, Inc.) and M. Carroll Benton, a resident of the state of...

                               AMENDMENT NO. 2
                           TO EMPLOYMENT AGREEMENT


Effective January 30, 2001, the Agreement entered into as of February 20, 2000
between Insynq, Inc. a Delaware corporation (formerly Xcel Management, Inc.)
and M. Xxxxxxx Xxxxxx, a resident of the state of Washington (the "Employee"),
shall be amended as follows:


     1.   EMPLOYMENT.  The Company agrees to employ Executive and Executive
          hereby accepts such employment from the Company upon the terms and
          conditions set forth in the this Agreement for the period beginning
          on the date hereof and continuing for a period of four years
          ("Initial Term"), unless earlier terminated as provided in this
          Agreement.  This Agreement shall be automatically renewed for a
          one-year period ("Renewal Term"), unless this Agreement is terminated
          by either party at least 30 days prior to the end of the Initial Term
          (the Initial Term and any Renewal Term shall be referred to as the
          "Employment Period").  The Renewal Term will continue from
          year-to-year unless either party terminates the Agreement at least
          30 days prior to the expiration of any Renewal Term.

Exhibit 1:

     Reference Section 4, part a.
          A.   Salary to be $135,000 per annum for year one of the Employment
               Period. (refer to prior amendments)
          B.   Salary to be $125,000 per annum for year two of the Employment
               Period.  An option for 300,000 shares of common stock granted at
               the end of calendar year 2001 if the Company's stock trades at
               or over $3.00 per share in a 30-day trading period.
          C.   Salary to be $140,000 per annum for year three of the Employment
               Period.  An option for 300,000 shares of common stock granted at
               the end of calendar year 2002 if the Company's stock trades at
               or over $6.00 per share in a 30-day trading period.
          D.   Salary to be $165,000 per annum for year four of the Employment
               Period.  An option for 300,000 shares of common stock granted at
               the end of calendar year 2003 if the Company's stock trades at
               or over $12.00 per share in a 30-day trading period.

INSYNQ, INC.                           EMPLOYEE

/s/  Xxxx X. Xxxxx                     /s/  M. Xxxxxxx Xxxxxx
_______________________                _______________________
Xxxx X. Xxxxx                          M. Xxxxxxx Xxxxxx
Chief Executive Officer                Chief Administrative Officer


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