AMENDMENT NO. 1
TO CONSULTING AGREEMENT
Effective August 31, 2001, the Agreement entered into as of September 12,
2000 between Insynq, Inc. a Delaware corporation (formerly Xcel Management,
Inc.) and Xxxxx Xxxxxx, ("Xx. Xxxxxx"), shall be amended to include the
following:
1. Consulting Fees. During the Term, the Company shall pay to Xx. Xxxxxx
$250.00 for each Board meeting he attends. In addition, for the fiscal quarter
commencing on June 1, 2001, and for each fiscal quarter of the Company
thereafter while Xx. Xxxxxx serves on the Board, Xx. Xxxxxx shall be entitled to
receive a Non-qualified Stock Option for 3,500 shares of the Company's common
stock. The Stock Options shall be awarded as part of the 2000 Long Term
Incentive Plan. The exercise price for each Stock Option shall be the closing
market price as of the first business day in the quarter granted. The total
value of each Stock Option will be considered compensation and may be used to
exercise the Stock Option. Stock Options will vest on the last day of the
quarter granted with an exercise period of 10 (ten) years. If Xx. Xxxxxx ceases
to be a director prior to the end of any fiscal quarter, no Stock Option for
that quarter shall be vested. If the Company changes its fiscal year to a
calendar year and Xx. Xxxxxx is a Board member at such time, he shall be
entitled to receive the pro rata portion of the Stock Option earned at the time
of such change and shall thereafter commence earning new Stock Options during
the first fiscal calendar quarter of the Company.
As an independent contractor, Xx. Xxxxxx is not, nor will Xx. Xxxxxx become
eligible for any employee benefits, including without limitation, health
insurance, worker's compensation, unemployment insurance, or pension or other
similar benefits, provided by the Company (or its affiliates) to its employees.
Xx. Xxxxxx will have full responsibility for the payment of all federal, state
and local taxes or contributions imposed or required under unemployment
insurance, social security, FICA, and in come tax laws with respect to Xx.
Xxxxxx'x performance of services with respect to the compensation received
hereunder.
INSYNQ, INC. CONSULTANT
/s/ Xxxx X. Xxxxx /s/ Xxxxx Xxxxxx
Xxxx X. Xxxxx Xxxxx Xxxxxx
Chief Executive Officer Chief Executive Officer
