Registration No. 333-_________
As filed with the Securities and Exchange Commission on SEPTEMBER 27, 2004




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       ___________________________________

                         POST EFFECTIVE AMENDMENT NO. 4

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                      ____________________________________


                                  INSYNQ, INC.
                                     NEVADA
                             IRS ID NO.: 22-3894506

                         1127 BROADWAY PLAZA, SUITE 202
                                TACOMA, WA 98402


             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,
                       STOCK WARRANT AND STOCK AWARD PLAN

John P. Gorst                     Copy to:
Chief Executive Officer           Russell T. Alba, Esquire
1127 Broadway Plaza, Suite 202    Rocke, McLean & Sbar, P.A.
Tacoma, WA 98402                  100 North Tampa Street, Suite 3575
(253) 284-2000                    Tampa, Florida 33602
                                  (813) 769-5600


<page>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


TITLE OF SECURITIES        PROPOSED MAXIMUM    PROPOSED MAXIMUM        AGGREGATE          AMOUNT OF
TO BE REGISTERED           AMOUNT TO BE        OFERING PRICE           OFFERING           REGISTRATION
                           REGISTERED          PER SHARE               PRICE (1)          FEE
Common Stock,
<C>                        <C>                       <C>               <C>                <C>
$.001 par value            39,799,244(2)             $.025             $994,981           $126.06
</TABLE>


1. This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices per share of the common stock reported on the OTC Bulletin
Board as of September 24, 2004, a date within five business days prior to the
filing of this registration statement.

2. These 39,799,244 shares represent additional shares for issuance under the
Registrant's 2002 Directors, Officers and Consultants Stock Option, Stock
Warrant and Stock Award Plan, originally the subject of the Registrant's
Registration Statement on Form S-8 filed on October 8, 2002, bearing SEC File
No.: 333-100413 and amended pursuant to Post Effective Amendment No. 1 filed on
September 8, 2003, bearing SEC File No.: 333-108614, Post Effective Amendment
No. 2 filed on December 5, 2003, bearing SEC File No.: 333-110985, and Post
Effective Amendment No. 3 filed on December 9, 2003, bearing SEC File No.:
333-111027.



<page>

                           INCORPORATION BY REFERENCE

                                       OF

                         EARLIER REGISTRATION STATEMENTS

         Insynq, Inc. (the "Registrant") has previously registered an aggregate
of 105,000,000 shares of its Common Stock, par value $.001 per share, for
issuance under its 2002 Directors, Officers and Consultants Stock Option, Stock
Warrant and Stock Award Plan (the "Plan"). The registration of an initial
16,000,000 shares was effected on a Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on October 8, 2002, bearing
Commission file number 333-100413 (the "Initial Registration Statement"). The
Registrant registered additional securities of the same class as those for which
the Initial Registration Statement was effective as follows:

AMENDMENT NO. DATE FILED    SHARES REGISTERED  COMMISSION FILE NO. 333-
1             09/08/2003        10,000,000                  108614
2             12/05/2003        64,000,000                  110985
3             12/09/2003        15,000,000                  111027

         Amendment 1, 2 and 3 are referred to herein as the "Additional
Registration Statements."

        On July 16, 2004, the Registrant effected a 50-for-1 reverse stock
split; under the terms of the Plan, the shares of the Registrant's common stock
subject thereto were reduced to 200,756 shares. This Registration Statement is
being filed to register an additional 39,799,244 shares of the same class as
those for which the Initial Registration Statement and Additional Registration
Statements are effective. Accordingly, pursuant to General Instruction E of Form
S-8, the contents of the Earlier Registration Statement and the Additional
Registration Statement are hereby incorporated herein by reference.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8                     EXHIBITS


EXHIBIT NO.       EXHIBIT

4.1*  2002 Directors, Officers and Consultants Stock Option, Stock Warrant and
      Stock Award Plan as amended

5*    Opinion of Rocke, McLean & Sbar, P.A.

23.1* Consent of Weinberg and Company, P.A., Certified Public Accountants

23.2  Consent of Rocke, McLean & Sbar, P.A. (contained in Exhibit 5 hereto)

24    Power of Attorney relating to subsequent amendments (included on the
      signature page to this Registration Statement)

*Filed Herein

<page>


                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tacoma, and State of Washington, on this 27th
day of September 2004.

                                            INSYNQ, INC.


                                            /s/ John P. Gorst
                                            BY: JOHN P. GORST
                                            CHIEF EXECUTIVE OFFICER

<page>
                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints John Gorst his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for him and in his, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>


SIGNATURE                           TITLE                                               DATE
<S>                                 <C>                                                 <C>
                                    Chief Executive Officer
/s/ John P. Gorst                   Principal Executive Officer                         September 27, 2004
--------------------------          and Director
John P. Gorst


                                    Chief Administrative Officer,
                                    Secretary and Treasurer,
/s/ M. Carroll Benton               Principal Accounting Officer,                       September 27, 2004
-------------------------           Principal Financial Officer
M. Carroll Benton                   and Director
</TABLE>




<page>

                                  EXHIBIT INDEX


EXHIBIT NO.                         EXHIBIT

4.1*  2002 Directors, Officers and Consultants Stock Option, Stock Warrant and
      Stock Award Plan as amended.

5*    Opinion of Rocke, McLean & Sbar, P.A.

23.1* Consent of Weinberg and Company, P.A., Certified Public Accountants

23.2  Consent of Rocke, McLean & Sbar, P.A. (contained in Exhibit 5 hereto)

24    Power of Attorney relating to subsequent amendments (included on the
      signature page to this Registration Statement)

*Filed Herein


<page>
                                                                     EXHIBIT 4.1

                                  INSYNQ, INC.
                    2002 DIRECTORS, OFFICERS AND CONSULTANTS
                STOCK OPTION, STOCK WARRANT AND STOCK AWARD PLAN
                                   As Amended

SECTION I. PURPOSE OF THE PLAN. The purpose of the 2002 Directors, Officers and
Consultants Stock Option, Stock Warrant and Stock Award Plan ("Plan") is to
maintain the ability of Insynq, Inc., a Delaware corporation (the "Company") and
its subsidiaries to attract and retain highly qualified and experienced
directors, employees and consultants and to give such directors, employees and
consultants a continued proprietary interest in the success of the Company and
its subsidiaries. In addition the Plan is intended to encourage ownership of
common stock, $.001 par value ("Common Stock"), of the Company by the directors,
employees and consultants of the Company and its Affiliates (as defined below)
and to provide increased incentive for such persons to render services and to
exert maximum effort for the success of the Company's business. The Plan
provides eligible employees and consultants the opportunity to participate in
the enhancement of shareholder value by the grants of warrants, options,
restricted common or convertible preferred stock, unrestricted common or
convertible preferred stock and other awards under this Plan and to have their
bonuses and/or consulting fees payable in warrants, restricted common or
convertible preferred stock, unrestricted common or convertible preferred stock
and other awards, or any combination thereof. In addition, the Company expects
that the Plan will further strengthen the identification of the directors,
employees and consultants with the stockholders. Certain options and warrants to
be granted under this Plan are intended to qualify as Incentive Stock Options
("ISOs") pursuant to Section 422 of the Internal Revenue Code of 1986, as
amended ("Code"), while other options and warrants and preferred stock granted
under this Plan will be nonqualified options or warrants which are not intended
to qualify as ISOs ("Nonqualified Options"), either or both as provided in the
agreements evidencing the options or warrants described in Section 5 hereof and
shares of preferred stock. As provided in the designation described in Section
7, employees, consultants and directors who participate or become eligible to
participate in this Plan from time to time are referred to collectively herein
as "Participants". As used in this Plan, the term "Affiliates" means any "parent
corporation" of the Company and any "subsidiary corporation" of the Company
within the meaning of Code Sections 424(e) and (f), respectively.

SECTION 2. ADMINISTRATION OF THE PLAN

(a) COMPOSITION OF COMMITTEE. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). When acting in such capacity the Board
is herein referred to as the "Committee," which shall also designate the
Chairman of the Committee. If the Company is governed by Rule 16b-3 promulgated
by the Securities and Exchange Commission ("Commission") pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"), no director shall
serve as a member of the Committee unless he or she is a "disinterested person"
within the meaning of such Rule 16b-3.

(b) COMMITTEE ACTION. The Committee shall hold its meetings at such times and
places as it may determine. A majority of its members shall constitute a quorum,
and all determinations of the Committee shall be made by not less than a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be fully as effective as if it had
been made by a majority vote of its members at a meeting duly called and held.
The Committee may designate the Secretary of the Company or other Company
employees to assist the Committee in the administration of the Plan, and may
grant authority to such persons to execute award agreements or other documents
on behalf of the Committee and the Company. Any duly constituted committee of
the Board satisfying the qualifications of this Section 2 may be appointed as
the Committee.

(c) COMMITTEE EXPENSES. All expenses and liabilities incurred by the Committee
in the administration of the Plan shall be borne by the Company. The Committee
may employ attorneys, consultants, accountants or other persons.

SECTION 3. STOCK RESERVED FOR THE PLAN. Subject to adjustment as provided in
Section 5(d)(xiii) hereof, the aggregate number of shares that may be optioned,
subject to conversion or issued under the Plan is 50,000,000 shares of Common
Stock, warrants, options, preferred stock or any combination thereof. The shares
subject to the Plan shall consist of authorized but unissued shares of Common
Stock and such number of shares shall be and is hereby reserved for sale for
such purpose. Any of such shares which may remain unsold and which are not
subject to issuance upon exercise of outstanding options or warrants or
conversion of outstanding shares of preferred stock at the termination of the
Plan shall cease to be reserved for the purpose of the Plan, but until
termination of the Plan or the termination of the last of the options or
warrants granted under the Plan, whichever last occurs, the Company shall at all
times reserve a sufficient number of shares to meet the requirements of the
Plan. Should any option or warrant expire or be cancelled prior to its exercise
in full, the shares theretofore subject to such option or warrant may again be
made subject to an option, warrant or shares of convertible preferred stock
under the Plan.

Immediately upon the grant of any option, warrant, shares of preferred stock or
award, the number of shares of Common Stock that may be issued or optioned under
the Plan will be increased. The number of shares of such increase shall be an
amount such that immediately after such increase the total number of shares
issuable under the Plan and reserved for issuance upon exercise of outstanding
options, warrants or conversion of shares of preferred stock will equal 15% of
the total number of issued and outstanding shares of Common Stock of the
Company. Such increase in the number of shares subject to the Plan shall occur
without the necessity of any further corporate action of any kind or character.

SECTION 4. ELIGIBILITY. The Participants shall include directors, employees,
including officers, of the Company and its divisions and subsidiaries, and
consultants and attorneys who provide bona fide services to the Company.
Participants are eligible to be granted warrants, options, restricted common or
convertible preferred stock, unrestricted common or convertible preferred stock
and other awards under this Plan and to have their bonuses and/or consulting
fees payable in warrants, restricted common or convertible preferred stock,
unrestricted common or convertible preferred stock and other awards. A
Participant who has been granted an option, warrant or preferred stock hereunder
may be granted an additional option, warrant options, warrants or preferred
stock, if the Committee shall so determine.

SECTION 5. GRANT OF OPTIONS OR W ARRANTS.

(a) COMMITTEE DISCRETION. The Committee shall have sole and absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive warrants, options, restricted common or
convertible preferred stock, or unrestricted common or convertible preferred
stock under the Plan, (ii) to determine the number of shares of Common Stock to
be covered by such grant or such options Or warrants and the terms thereof,
(iii) to determine the type of Common Stock granted: restricted common or
convertible preferred stock, unrestricted common or convertible preferred stock
or a combination of restricted and unrestricted common or convertible preferred
stock, and (iv) to determine the type of option or warrant granted: ISO,
Nonqualified Option or a combination of ISO and Nonqualified Options. The
Committee shall thereupon grant options or warrants in accordance with such
determinations as evidenced by a written option or warrant agreement. Subject to
the express provisions of the Plan, the Committee shall have discretionary
authority to prescribe, amend and rescind rules and regulations relating to the
Plan, to interpret the Plan, to prescribe and amend the terms of the option or
warrant agreements (which need not be identical) and to make all other
determinations deemed necessary or advisable for the administration of the Plan.

(b) STOCKHOLDER APPROVAL. All ISOs granted under this Plan are subject to, and
may not be exercised before, the approval of this Plan by the stockholders prior
to the first anniversary date of the Board meeting held to approve the Plan, by
the affirmative vote of the holders of a majority of the outstanding shares of
the Company present, or represented by proxy, and entitled to vote thereat, or
by written consent in accordance with the laws of the State of Texas, provided
that if such approval by the stockholders of the Company is not forthcoming, all
options or warrants and stock awards previously granted under this Plan other
than ISOs shall be valid in all respects.

(c) LIMITATION ON INCENTIVE STOCK OPTIONS AND WARRANTS. The aggregate fair
market value (determined in accordance with Section 5(d)(ii) of this Plan at the
time the option or warrant is granted) of the Common Stock with respect to which
ISOs may be exercisable for the first time by any Participant during any
calendar year under all such plans of the Company and its Affiliates shall not
exceed $1,000,000.

(d) TERMS AND CONDITIONS. Each option or warrant granted under the Plan shall be
evidenced by an agreement, in a form approved by the Committee, which shall be
subject to the following express terms and conditions and to such other terms
and conditions as the Committee may deem appropriate:

     (i) OPTION OR WARRANT PERIOD. The Committee shall promptly notify the
     Participant of the option or warrant grant and a written agreement shall
     promptly be executed and delivered by and on behalf of the Company and the
     Participant, provided that the option or warrant grant shall expire if a
     written agreement is not signed by said Participant (or his agent or
     attorney) and returned to the Company within 60 days from date of receipt
     by the Participant of such agreement. The date of grant shall be the date
     the option or warrant is actually granted by the Committee, even though the
     written agreement may be executed and delivered by the Company and the
     Participant after that date. Each option or warrant agreement shall specify
     the period for which the option or warrant thereunder is granted (which in
     no event shall exceed ten years from the date of grant) and shall provide
     that the option or warrant shall expire at the end of such period. If the
     original term of an option or warrant is less than ten years from the date
     of grant, the option or warrant may be amended prior to its expiration,
     with the approval of the Committee and the Participant, to extend the term
     so that the term as amended is not more than ten years from the date of
     grant. However, in the case of an ISO granted to an individual who, at the
     time of grant, owns stock possessing more than 10 percent of the total
     combined voting power of all classes of stock of the Company or its
     Affiliate ("Ten Percent Stockholder"), such period shall not exceed five
     years from the date of grant.

     (ii) OPTION OR WARRANT PRICE. The purchase price of each share of Common
     Stock subject to each option or warrant granted pursuant to the Plan shall
     be determined by the Committee at the time the option or warrant is granted
     and, in the case of ISOs, shall not be less than 100% of the fair market
     value of a share of Common Stock on the date the option or warrant is
     granted, as determined by the Committee. In the case of an ISO granted to a
     Ten Percent Stockholder, the option or warrant price shall not be less than
     110% of the fair market value of a share of Common Stock on the date the
     option or warrant is granted. The purchase price of each share of Common
     Stock subject to a Nonqualified Option or Warrant under this Plan shall be
     determined by the Committee prior to granting the option or warrant. The
     Committee shall set the purchase price for each share subject to a
     Nonqualified Option or Warrant at either the fair market value of each
     share on the date the option or warrant is granted, or at such other price
     as the Committee in its sole discretion shall determine.

     At the time a determination of the fair market value of a share of Common
     Stock is required to be made hereunder, the determination of its fair
     market value shall be made by the Committee in such manner, as it deems
     appropriate.

     (iii) EXERCISE PERIOD. The Committee may provide in the option or warrant
     agreement that an option or warrant may be exercised in whole, immediately,
     or is to be exercisable in increments. In addition, the Committee may
     provide that the exercise of all or part of an option or warrant is subject
     to specified performance by the Participant.

     (iv) PROCEDURE FOR EXERCISE. Options or warrants shall be exercised in the
     manner specified in the option or warrant agreement. The notice of exercise
     shall specify the address to which the certificates for such shares are to
     be mailed. A Participant shall be deemed to be a stockholder with respect
     to shares covered by an option or warrant on the date specified in the
     option or warrant agreement. As promptly as practicable, the Company shall
     deliver to the Participant or other holder of the warrant, certificates for
     the number of shares with respect to which such option or warrant has been
     so exercised, issued in the holder's name or such other name as holder
     directs; provided, however, that such delivery shall be deemed effected for
     all purposes when a stock transfer agent of the Company shall have
     deposited such certificates with a carrier for overnight delivery,
     addressed to the holder at the address specified pursuant to this Section
     6(d).

     (v) TERMINATION OF EMPLOYMENT. If an executive officer to whom an option or
     warrant is granted ceases to be employed by the Company for any reason
     other than death or disability, any option or warrant which is exercisable
     on the date of such termination of employment may be exercised during a
     period beginning on such date and ending at the time set forth in the
     option or warrant agreement; provided, however, that if a Participant's
     employment is terminated because of the Participant's theft or embezzlement
     from the Company, disclosure of trade secrets of the Company or the
     commission of a willful, felonious act while in the employment of the
     Company (such reasons shall hereinafter be collectively referred to as "for
     cause"), then any option or warrant or unexercised portion thereof granted
     to said Participant shall expire upon such termination of employment.
     Notwithstanding the foregoing, no ISO may be exercised later than three
     months after an employee's termination of employment for any reason other
     than death or disability.

     (vi) DISABILITY OR DEATH OF PARTICIPANT. In the event of the determination
     of disability or death of a Participant under the Plan while he or she is
     employed by the Company, the options or warrants previously granted to him
     may be exercised (to the extent he or she would have been entitled to do so
     at the date of the determination of disability or death) at any time and
     from time to time, within a period beginning on the date of such
     determination of disability or death and ending at the time set forth in
     the option or warrant agreement, by the former employee, the guardian of
     his estate, the executor or administrator of his estate or by the person or
     persons to whom his rights under the option or warrant shall pass by will
     or the laws of descent and distribution, but in no event may the option or
     warrant be exercised after its expiration under the terms of the option or
     warrant agreement. Notwithstanding the foregoing, no ISO may be exercised
     later than one year after the determination of disability or death. A
     Participant shall be deemed to be disabled if, in the opinion of a
     physician selected by the Committee, he or she is incapable of performing
     services for the Company of the kind he or she was performing at the time
     the disability occurred by reason of any medically determinable physical or
     mental impairment which can be expected to result in death or to be of
     long, continued and indefinite duration. The date of determination of
     disability for purposes hereof shall be the date of such determination by
     such physician.

     (vii) ASSIGNABILITY. An option or warrant shall be assignable or otherwise
     transferable, in whole or in part, by a Participant as provided in the
     option, warrant or designation of the series of preferred stock.

     (viii) INCENTIVE STOCK OPTIONS. Each option or warrant agreement may
     contain such terms and provisions as the Committee may determine to be
     necessary or desirable in order to qualify an option or warrant designated
     as an incentive stock option.

     (ix) RESTRICTED STOCK AWARDS. Awards of restricted stock under this Plan
     shall be subject to all the applicable provisions of this Plan, including
     the following terms and conditions, and to such other terms and conditions
     not inconsistent therewith, as the Committee shall determine:

          (A) Awards of restricted stock may be in addition to or in lieu of
          option or warrant grants. Awards may be conditioned on the attainment
          of particular performance goals based on criteria established by the
          Committee at the time of each award of restricted stock. During a
          period set forth in the agreement (the "Restriction Period"), the
          recipient shall not be permitted to sell, transfer, pledge, or
          otherwise encumber the shares of restricted stock; except that such
          shares may be used, if the agreement permits, to pay the option or
          warrant price pursuant to any option or warrant granted under this
          Plan, provided an equal number of shares delivered to the Participant
          shall carry the same restrictions as the shares so used. Shares of
          restricted stock shall become free of all restrictions if during the
          Restriction Period, (i) the recipient dies, (ii) the recipient's
          directorship, employment, or consultancy terminates by reason of
          permanent disability, as determined by the Committee, (iii) the
          recipient retires after attaining both 59 1/2 years of age and five
          years of continuous service with the Company and/or a division or
          subsidiary, or (iv) if provided in the agreement, there is a "change
          in control" of the Company (as defined in such agreement). The
          Committee may require medical evidence of permanent disability,
          including medical examinations by physicians selected by it. Unless
          and to the extent otherwise provided in the agreement, shares of
          restricted stock shall be forfeited and revert to the Company upon the
          recipient's termination of directorship, employment or consultancy
          during the Restriction Period for any reason other than death,
          permanent disability, as determined by the Committee, retirement after
          attaining both 59 1/2 years of age and five years of continuous
          service with the Company and/or a subsidiary or division, or, to the
          extent provided in the agreement, a "change in control" of the Company
          (as defined in such agreement), except to the extent the Committee, in
          its sole discretion, finds that such forfeiture might not be in the
          best interests of the Company and, therefore, waives all or part of
          the application of this provision to the restricted stock held by such
          recipient. Certificates for restricted stock shall be registered in
          the name of the recipient but shall be imprinted with the appropriate
          legend and returned to the Company by the recipient, together with a
          stock power endorsed in blank by the recipient. The recipient shall be
          entitled to vote shares of restricted stock and shall be entitled to
          all dividends paid thereon, except that dividends paid in Common Stock
          or other property shall also be subject to the same restrictions.

          (B) Restricted Stock shall become free of the foregoing restrictions
          upon expiration of the applicable Restriction Period and the Company
          shall then deliver to the recipient Common Stock certificates
          evidencing such stock. Restricted stock and any Common Stock received
          upon the expiration of the restriction period shall be subject to such
          other transfer restrictions and/or legend requirements as are
          specified in the applicable agreement.

     (x) BONUSES AND PAST SALARIES AND FEES PAYABLE IN UNRESTRICTED STOCK.

          (A) In lieu of cash bonuses otherwise payable under the Company's or
          applicable division's or subsidiary's compensation practices to
          employees and consultants eligible to participate in this Plan, the
          Committee, in its sole discretion, may determine that such bonuses
          shall be payable in unrestricted Common Stock or partly in
          unrestricted Common Stock and partly in cash. Such bonuses shall be in
          consideration of services previously performed and as an incentive
          toward future services and shall consist of shares of unrestricted
          Common Stock subject to such terms as the Committee may determine in
          its sole discretion. The number of shares of unrestricted Common Stock
          payable in lieu of a bonus otherwise payable shall be determined by
          dividing such bonus amount by the fair market value of one share of
          Common Stock on the date the bonus is payable, with fair market value
          determined as of such date in accordance with Section 5 d)(ii).

          (B) In lieu of salaries and fees otherwise payable by the Company to
          employees, attorneys and consultants eligible to participate in this
          Plan that were incurred for services rendered during, prior or after
          the year of 2002, the Committee, in its sole discretion, may determine
          that such unpaid salaries and fees shall be payable in unrestricted
          Common Stock or partly in unrestricted Common Stock and partly in
          cash. Such awards shall be in consideration of services previously
          performed and as an incentive toward future services and shall consist
          of shares of unrestricted Common Stock subject to such terms as the
          Committee may determine in its sole discretion. The number of shares
          of unrestricted Common Stock payable in lieu of salaries and fees
          otherwise payable shall be determined by dividing each calendar
          month's of unpaid salary or fee amount by the average trading value of
          the Common Stock for the calendar month during which the subject
          services were provided.

     (xi) NO RIGHTS AS STOCKHOLDER. No Participant shall have any rights as a
     stockholder with respect to shares covered by an option or warrant until
     the option or warrant is exercised as provided in clause (d) above.

     (xii) EXTRAORDINARY CORPORATE TRANSACTIONS. The existence of outstanding
     options or warrants shall not affect in any way the right or power of the
     Company or its stockholders to make or authorize any or all adjustments,
     recapitalizations, reorganizations, exchanges, or other changes in the
     Company's capital structure or its business, or any merger or consolidation
     of the Company, or any issuance of Common Stock or other securities or
     subscription rights thereto, or any issuance of bonds, debentures,
     preferred or prior preference stock ahead of or affecting the Common Stock
     or the rights thereof, or the dissolution or liquidation of the Company, or
     any sale or transfer of all or any part of its assets or business, or any
     other corporate act or proceeding, whether of a similar character or
     otherwise. If the Company recapitalizes or otherwise changes its capital
     structure, or merges, consolidates, sells all of its assets or dissolves
     (each of the foregoing a "Fundamental Change"), then thereafter upon any
     exercise of an option or warrant theretofore granted the Participant shall
     be entitled to purchase under such option or warrant, in lieu of the number
     of shares of Common Stock as to which option or warrant shall then be
     exercisable, the number and class of shares of stock and securities to
     which the Participant would have been entitled pursuant to the terms of the
     Fundamental Change if, immediately prior to such Fundamental Change, the
     Participant had been the holder of record of the number of shares of Common
     Stock as to which such option or warrant is then exercisable. If (i) the
     Company shall not be the surviving entity in any merger or consolidation
     (or survives only as a subsidiary of another entity), (ii) the Company
     sells all or substantially all of its assets to any other person or entity
     (other than a wholly-owned subsidiary), (iii) any person or entity
     (including a "group" as contemplated by Section 13(d)(3) of the Exchange
     Act) acquires or gains ownership or control of (including, without
     limitation, power to vote) more than 50% of the outstanding shares of
     Common Stock, (iv) the Company is to be dissolved and liquidated, or (v) as
     a result of or in connection with a contested election of directors, the
     persons who were directors of the Company before such election shall cease
     to constitute a majority of the Board (each such event in clauses (i)
     through (v) above is referred to herein as a "Corporate Change"), the
     Committee, in its sole discretion, may accelerate the time at which all or
     a portion of a Participant's option or warrants may be exercised for a
     limited period of time before or after a specified date.

     (xiii) CHANGES IN COMPANY'S CAPITAL STRUCTURE. If the outstanding shares of
     Common Stock or other securities of the Company, or both, for which the
     option or warrant is then exercisable at any time be changed or exchanged
     by declaration of a stock dividend, stock split, combination of shares,
     recapitalization, or reorganization, the number and kind of shares of
     Common Stock or other securities which are subject to the Plan or subject
     to any options or warrants theretofore granted, and the option or warrant
     prices, shall be adjusted only as provided in the option or warrant.

     (xiv) ACCELERATION OF OPTIONS AND WARRANTS. Except as hereinbefore
     expressly provided, (i) the issuance by the Company of shares of stock or
     any class of securities convertible into shares of stock of any class, for
     cash, property, labor or services, upon direct sale, upon the exercise of
     rights or warrants to subscribe therefore, or upon conversion of shares or
     obligations of the Company convertible into such shares or other
     securities, (ii) the payment of a dividend in property other than Common
     Stock or (iii) the occurrence of any similar transaction, and in any case
     whether or not for fair value, shall not affect, and no adjustment by
     reason thereof shall be made with respect to, the number of shares of
     Common Stock subject to options or warrants theretofore granted or the
     purchase price per share, unless the Committee shall determine, in its sole
     discretion, that an adjustment is necessary to provide equitable treatment
     to Participant. Notwithstanding anything to the contrary contained in this
     Plan, the Committee may, in its sole discretion, accelerate the time at
     which any option or warrant may be exercised, including, but not limited
     to, upon the occurrence of the events specified in this Section 5, and is
     authorized at any time (with the consent of the Participant) to purchase
     options or warrants pursuant to Section 6.

SECTION 6. RELINQUISHMENT OF OPTIONS OR WARRANTS.

(a) The Committee, in granting options-or warrants hereunder, shall have
discretion to determine whether or not options or warrants shall include a right
of relinquishment as hereinafter provided by this Section 6. The Committee shall
also have discretion to determine whether an option or warrant agreement
evidencing an option or warrant initially granted by the Committee without a
right of relinquishment shall be amended or supplemented to include such a right
of relinquishment. Neither the Committee nor the Company shall be under any
obligation or incur any liability to any person by reason of the Committee's
refusal to grant or include a right of relinquishment in any option or warrant
granted hereunder or in any option or warrant agreement evidencing the same.
Subject to the Committee's determination in any case that the grant by it of a
right of relinquishment is consistent with Section 1 hereof, any option or
warrant granted under this Plan, and the option or warrant agreement evidencing
such option or warrant, may provide:

     (i) That the Participant, or his or her heirs or other legal
     representatives to the extent entitled to exercise the option or warrant
     under the terms thereof, in lieu of purchasing the entire number of shares
     subject to purchase thereunder, shall have the right to relinquish all or
     any part of the then unexercised portion of the option or warrant (to the
     extent then exercisable) for a number of shares of Common Stock to be
     determined in accordance with the following provisions of this clause (i):

          (A) The written notice of exercise of such right of relinquishment
          shall state the percentage of the total number of shares of Common
          Stock issuable pursuant to such relinquishment (as defined below) that
          the Participant elects to receive;

          (B) The number of shares of Common Stock, if any, issuable pursuant to
          such relinquishment shall be the number of such shares, rounded to the
          next greater number of full shares, as shall be equal to the quotient
          obtained by dividing (i) the Appreciated Value by (ii) the purchase
          price for each of such shares specified in such option or warrant;

          (C) For the purpose of this clause (C), "Appreciated Value" means the
          excess, if any, of (x) the total current market value of the shares of
          Common Stock covered by the option or warrant or the portion thereof
          to be relinquished over (y) the total purchase price for such shares
          specified in such option or warrant;

     (ii) That such right of relinquishment may be exercised only upon receipt
     by the Company of a written notice of such relinquishment which shall be
     dated the date of election to make such relinquishment; and that, for the
     purposes of this Plan, such date of election shall be deemed to be the date
     when such notice is sent by registered or certified mail, or when receipt
     is acknowledged by the Company, if mailed by other than registered or
     certified mail or if delivered by hand or by any telegraphic communications
     equipment of the sender or otherwise delivered; provided, that, in the
     event the method just described for determining such date of election shall
     not be or remain consistent with the provisions of Section 16(b) of the
     Exchange Act or the rules and regulations adopted by the Commission
     thereunder, as presently existing or as may be hereafter amended, which
     regulations exempt from the operation of Section 16(b) of the Exchange Act
     in whole or in part any such relinquishment transaction, then such date of
     election shall be determined by such other method consistent with Section
     16(b) of the Exchange Act or the rules and regulations thereunder as the
     Committee shall in its discretion select and apply;

     (iii) That the "current market value" of a share of Common Stock on a
     particular date shall be deemed to be its fair market value on that date as
     determined in accordance with Paragraph 5(d)(ii); and

     (iv) That the option or warrant, or any portion thereof, may be
     relinquished only to the extent that (A) it is exercisable on the date
     written notice of relinquishment is received by the Company, and (B) the
     holder of such option or warrant pays, or makes provision satisfactory to
     the Company for the payment of, any taxes which the Company is obligated to
     collect with respect to such relinquishment.

(b) The Committee shall have sole discretion to consent to or disapprove, and
neither the Committee nor the Company shall be under any liability by reason of
the Committee's disapproval of, any election by a holder of preferred stock to
relinquish such preferred stock in whole or in part as provided in Paragraph
7(a), except that no such consent to or approval of a relinquishment shall be
required under the following circumstances. Each Participant who is subject to
the short-swing profits recapture provisions of Section 16(b) of the Exchange
Act ("Covered Participant") shall not be entitled to receive shares of Common
Stock when options or warrants are relinquished during any window period
commencing on the third business day following the Company's release of a
quarterly or annual summary statement of sales and earnings and ending on the
twelfth business day following such release ("Window Period"). A Covered
Participant shall be entitled to receive shares of Common Stock upon the
relinquishment of options or warrants outside a Window Period.

(c) The Committee, in granting options or warrants hereunder, shall have
discretion to determine the terms upon which such options or warrants shall be
relinquishable, subject to the applicable provisions of this Plan, and including
such provisions as are deemed advisable to permit the exemption from the
operation from Section 16(b) of the Exchange Act of any such relinquishment
transaction, and options or warrants outstanding, and option agreements
evidencing such options, may be amended, if necessary , to permit such
exemption. If options or warrants are relinquished, such option or warrant shall
be deemed to have been exercised to the extent of the number of shares of Common
Stock covered by the option or warrant or part thereof which is relinquished,
and no further options or warrants may be granted covering such shares of Common
Stock.

(d) Any options or warrants or any right to relinquish the same to the Company
as contemplated by this Paragraph 6 shall be assignable by the Participant,
provided the transaction complies with any applicable securities laws.

(e) Except as provided in Section 6((pound)) below, no right of relinquishment
may be exercised within the first six months after the initial award of any
option or warrant containing, or the amendment or supplementation of any
existing option or warrant agreement adding, the right of relinquishment.

(f) No right of relinquishment may be exercised after the initial award of
any option or warrant containing, or the amendment or supplementation of any
existing option or warrant agreement adding the right of relinquishment, unless
such right of relinquishment is effective upon the Participant's death,
disability or termination of his relationship with the Company for a reason
other than "for cause."

SECTION 7. GRANT OF CONVERTIBLE PREFERRED STOCK.

(a) COMMITTEE DISCRETION. The Committee shall have sole and absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive restricted preferred stock, or
unrestricted preferred stock under the Plan, and (ii) to determine the number of
shares of Common Stock to be issued upon conversion of such shares of preferred
stock and the terms thereof. The Committee shall thereupon grant shares of
preferred stock in accordance with such determinations as evidenced by a written
preferred stock designation. Subject to the express provisions of the Plan, the
Committee shall have discretionary authority to prescribe, amend and rescind
rules and regulations relating to the Plan, to interpret the Plan, to prescribe
and amend the terms of the preferred stock designation (which need not be
identical) and to make all other determinations deemed necessary or advisable
for the administration of the Plan.

(b) TERMS AND CONDITIONS. Each series of preferred stock granted under the Plan
shall be evidenced by a designation in the form for filing with the Secretary of
State of the state of incorporation of the Company, containing such terms as
approved by the Committee, which shall be subject to the following express terms
and conditions and to such other terms and conditions as the Committee may deem
appropriate:

     (i) CONVERSION RATIO. The number of shares of Common Stock issuable upon
     conversion of each share of preferred stock granted pursuant to the Plan
     shall be determined by the Committee at the time the preferred stock is
     granted. The conversion ration may be determined by reference to the fair
     market value of each share of Common Stock on the date the preferred stock
     is granted, or at such other price as the Committee in its sole discretion
     shall determine.

     At the time a determination of the fair market value of a share of Common
     Stock is required to be made hereunder, the determination of its fair
     market value shall be made in accordance with Paragraph 5(d)(ii).

     (ii) CONVERSION PERIOD. The Committee may provide in the preferred stock
     agreement that a preferred stock may be converted in whole, immediately, or
     is to be convertible in increments. In addition, the Committee may provide
     that the conversion of all or part of a preferred stock is subject to
     specified performance by the Participant.

     (iii) PROCEDURE FOR CONVERSION. Shares of preferred stock shall be
     converted in the manner specified in the preferred stock designation. The
     notice of conversion shall specify the address to which the certificates
     for such shares are to be mailed. A Participant shall be deemed to be a
     stockholder with respect to shares covered by preferred stock on the date
     specified in the preferred stock agreement. As promptly as practicable, the
     Company shall deliver to the Participant or other holder of the warrant,
     certificates for the number of shares with respect to which such preferred
     stock has been so converted, issued in the holder's name or such other name
     as holder directs; provided, however, that such delivery shall be deemed
     effected for all purposes when a stock transfer agent of the Company shall
     have deposited such certificates with a carrier for overnight delivery,
     addressed to the holder at the address specified pursuant to this Section
     6(d).

     (iv) TERMINATION OF EMPLOYMENT. If an executive officer to whom preferred
     stock is granted ceases to be employed by the Company for any reason other
     than death or disability, any preferred stock which is convertible on the
     date of such termination of employment may be converted during a period
     beginning on such date and ending at the time set forth in the preferred
     stock agreement; provided, however, that if a Participant's employment is
     terminated because of the Participant's theft or embezzlement from the
     Company, disclosure of trade secrets of the Company or the commission of a
     willful, felonious act while in the employment of the Company (such reasons
     shall hereinafter be collectively referred to as "for cause"), then any
     preferred stock or unconverted portion thereof granted to said Participant
     shall expire upon such termination of employment. Notwithstanding the
     foregoing, no ISO may be converted later than three months after an
     employee's termination of employment for any reason other than death or
     disability.

     (v) DISABILITY OR DEATH OF PARTICIPANT. In the event of the determination
     of disability or death of a Participant under the Plan while he or she is
     employed by the Company, the preferred stock previously granted to him may
     be converted (to the extent he or she would have been entitled to do so at
     the date of the determination of disability or death) at any time and from
     time to time, within a period beginning on the date of such determination
     of disability or death and ending at the time set forth in the preferred
     stock agreement, by the former employee, the guardian of his estate, the
     executor or administrator of his estate or by the person or persons to whom
     his rights under the preferred stock shall pass by will or the laws of
     descent and distribution, but in no event may the preferred stock be
     converted after its expiration under the terms of the preferred stock
     agreement. Notwithstanding the foregoing, no ISO may be converted later
     than one year after the determination of disability or death. A Participant
     shall be deemed to be disabled if, in the opinion of a physician selected
     by the Committee, he or she is incapable of performing services for the
     Company of the kind he or she was performing at the time the disability
     occurred by reason of any medically determinable physical or mental
     impairment which can be expected to result in death or to be of long,
     continued and indefinite duration. The date of determination of disability
     for purposes hereof shall be the date of such determination by such
     physician.

     (vi) ASSIGNABILITY. Preferred stock shall be assignable or otherwise
     transferable, in whole or in part, by a Participant.

     (vii) RESTRICTED STOCK A WARDS. A wards of restricted preferred stock under
     this Plan shall be subject to all the applicable provisions of this Plan,
     including the following terms and conditions, and to such other terms and
     conditions not inconsistent therewith, as the Committee shall determine:

          (A) Awards of restricted preferred stock may be in addition to or in
          lieu of preferred stock grants. Awards may be conditioned on the
          attainment of particular performance goals based on criteria
          established by the Committee at the time of each award of restricted
          preferred stock. During a period set forth in the agreement (the
          "Restriction Period"), the recipient shall not be permitted to sell,
          transfer, pledge, or otherwise encumber the shares of restricted
          preferred stock. Shares of restricted preferred stock shall become
          free of all restrictions if during the Restriction Period, (i) the
          recipient dies, (ii) the recipient's directorship, employment, or
          consultancy terminates by reason of permanent disability, as
          determined by the Committee, (iii) the recipient retires after
          attaining both 59 1/2 years of age and five years of continuous
          service with the Company and/or a division or subsidiary, or (iv) if
          provided in the agreement, there is a "change in control" of the
          Company (as defined in such agreement). The Committee may require
          medical evidence of permanent disability, including medical
          examinations by physicians selected by it. Unless and to the extent
          otherwise provided in the agreement, shares of restricted preferred
          stock shall be forfeited and revert to the Company upon the
          recipient's termination of directorship, employment or consultancy
          during the Restriction Period for any reason other than death,
          permanent disability, as determined by the Committee, retirement after
          attaining both 59 1/2 years of age and five years of continuous
          service with the Company and/or a subsidiary or division, or, to the
          extent provided in the agreement, a "change in control" of the Company
          (as defined in such agreement), except to the extent the Committee, in
          its sole discretion, finds that such forfeiture might not be in the
          best interests of the Company and, therefore, waives all or part of
          the application of this provision to the restricted preferred stock
          held by such recipient. Certificates for restricted preferred stock
          shall be registered in the name of the recipient but shall be
          imprinted with the appropriate legend and returned to the Company by
          the recipient, together with a preferred stock power endorsed in blank
          by the recipient. The recipient shall be entitled to vote shares of
          restricted preferred stock and shall be entitled to all dividends paid
          thereon, except that dividends paid in Common Stock or other property
          shall also be subject to the same restrictions.

          (B) Restricted preferred stock shall become free of the foregoing
          restrictions upon expiration of the applicable Restriction Period and
          the Company shall then deliver to the recipient Common Stock
          certificates evidencing such stock. Restricted preferred stock and any
          Common Stock received upon the expiration of the restriction period
          shall be subject to such other transfer restrictions and/or legend
          requirements as are specified in the applicable agreement.

     (x) BONUSES AND PAST SALARIES AND FEES PAYABLE IN UNRESTRICTED PREFERRED
     STOCK.

          (A) In lieu of cash bonuses otherwise payable under the Company's or
          applicable division's or subsidiary's compensation practices to
          employees and consultants eligible to participate in this Plan, the
          Committee, in its sole discretion, may determine that such bonuses
          shall be payable in unrestricted Common Stock or partly in
          unrestricted Common Stock and partly in cash. Such bonuses shall be in
          consideration of services previously performed and as an incentive
          toward future services and shall consist of shares of unrestricted
          Common Stock subject to such terms as the Committee may determine in
          its sole discretion. The number of shares of unrestricted Common Stock
          payable in lieu of a bonus otherwise payable shall be determined by
          dividing such bonus amount by the fair market value of one share of
          Common Stock on the date the bonus is payable, with fair market value
          determined as of such date in accordance with Section 5(d)(ii).

          Stock subject to such terms as the Committee may determine in its sole
          discretion. The number of shares of unrestricted Common Stock payable
          in lieu of salaries and fees otherwise payable shall be determined by
          dividing each calendar month's of unpaid salary or fee amount by the
          average trading value of the Common Stock for the calendar month
          during which the subject services were provided.

     (xi) NO RIGHTS AS STOCKHOLDER. No Participant shall have any rights as a
     stockholder with respect to shares covered by a preferred stock until the
     preferred stock is converted as provided in clause (b)(iii) above.

     (xii) EXTRAORDINARY CORPORATE TRANSACTIONS. The existence of outstanding
     preferred stock shall not affect in any way the right or power of the
     Company or its stockholders to make or authorize any or all adjustments,
     recapitalizations, reorganizations, exchanges, or other changes in the
     Company's capital structure or its business, or any merger or consolidation
     of the Company, or any issuance of Common Stock or other securities or
     subscription rights thereto, or any issuance of bonds, debentures,
     preferred or prior preference stock ahead of or affecting the Common Stock
     or the rights thereof, or the dissolution or liquidation of the Company, or
     any sale or transfer of all or any part of its assets or business, or any
     other corporate act or proceeding, whether of a similar character or
     otherwise. If the Company recapitalizes or otherwise changes its capital
     structure, or merges, consolidates, sells all of its assets or dissolves
     (each of the foregoing a "Fundamental Change"), then thereafter upon any
     conversion of preferred stock theretofore granted the Participant shall be
     entitled to the number of shares of Common Stock upon conversion of such
     preferred stock, in lieu of the number of shares of Common Stock as to
     which preferred stock shall then be convertible, the number and class of
     shares of stock and securities to which the Participant would have been
     entitled pursuant to the terms of the Fundamental Change if, immediately
     prior to such Fundamental Change, the Participant had been the holder of
     record of the number of shares of Common Stock as to which such preferred
     stock is then convertible. If (i) the Company shall not be the surviving
     entity in any merger or consolidation (or survives only as a subsidiary of
     another entity), (ii) the Company sells all or substantially all of its
     assets to any other person or entity (other than a wholly-owned
     subsidiary), (iii) any person or entity (including a "group" as
     contemplated by Section 13(d)(3) of the Exchange Act) acquires or gains
     ownership or control of (including, without limitation, power to vote) more
     than 50% of the outstanding shares of Common Stock, (iv) the Company is to
     be dissolved and liquidated, or (v) as a result of or in connection with a
     contested election of directors, the persons who were directors of the
     Company before such election shall cease to constitute a majority of the
     Board (each such event in clauses (i) through (v) above is referred to
     herein as a "Corporate Change"), the Committee, in its sole discretion, may
     accelerate the time at which all or a portion of a Participant's shares of
     preferred stock may be converted for a limited period of time before or
     after a specified date.

     (xiii) CHANGES IN COMPANY'S CAPITAL STRUCTURE. If the outstanding shares of
     Common Stock or other securities of the Company, or both, for which the
     preferred stock is then convertible at any time be changed or exchanged by
     declaration of a stock dividend, stock split, combination of shares,
     recapitalization, or reorganization, the number and kind of shares of
     Common Stock or other securities which are subject to the Plan or subject
     to any preferred stock theretofore granted, and the conversion ratio, shall
     be adjusted only as provided in the designation of the preferred stock.

     (xiv) ACCELERATION OF CONVERSION OF PREFERRED STOCK. Except as hereinbefore
     expressly provided, (i) the issuance by the Company of shares of stock or
     any class of securities convertible into shares of stock of any class, for
     cash, property, labor or services, upon direct sale, upon the conversion of
     rights or warrants to subscribe therefor, or upon conversion of shares or
     obligations of the Company convertible into such shares or other
     securities, (ii) the payment of a dividend in property other than Common
     Stock or (iii) the occurrence of any similar transaction, and in any case
     whether or not for fair value, shall not affect, and no adjustment by
     reason thereof shall be made with respect to, the number of shares of
     Common Stock subject to preferred stock theretofore granted, unless the
     Committee shall determine, in its sole discretion, that an adjustment is
     necessary to provide equitable treatment to Participant. Notwithstanding
     anything to the contrary contained in this Plan, the Committee may, in its
     sole discretion, accelerate the time at which any preferred stock may be
     converted, including, but not limited to, upon the occurrence of the events
     specified in this Section 7(xiv).

SECTION 8. AMENDMENTS OR TERMINATION. The Board may amend, alter or discontinue
the Plan, but no amendment or alteration shall be made which would impair the
rights of any Participant, without his consent, under any option, warrantor
preferred stock theretofore granted.

SECTION 9. COMPLIANCE WITH OTHER LAWS AND REGULA TIONS. The Plan, the grant and
exercise of options or warrants and grant and conversion of preferred stock
thereunder, and the obligation of the Company to sell and deliver shares under
such options, warrants or preferred stock, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of such shares under any
federal or state law or issuance of any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable. Any adjustments provided for in subparagraphs 5(d)(xii), (xiii)
and (xiv) shall be subject to any shareholder action required by the corporate
law of the state of incorporation of the Company.

SECTION 10. PURCHASE FOR INVESTMENT. Unless the options, warrants, shares of
convertible preferred stock and shares of Common Stock covered by this Plan have
been registered under the Securities Act of 1933, as amended, or the Company has
determined that such registration is unnecessary, each person acquiring or
exercising an option or warrant under this Plan or converting shares of
preferred stock may be required by the Company to give a representation in
writing that he or she is acquiring such option or warrant or such shares for
his own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof.

SECTION 11. TAXES.

     (a) The Company may make such provisions as it may deem appropriate for the
     withholding of any taxes which it determines is required in connection with
     any options, warrants or preferred stock granted under this Plan.

     (b) Notwithstanding the terms of Paragraph 11 (a), any Participant may pay
     all or any portion of the taxes required to be withheld by the Company or
     paid by him or her in connection with the exercise of a nonqualified option
     or warrant or conversion of preferred stock by electing to have the Company
     withhold shares of Common Stock, or by delivering previously owned shares
     of Common Stock, having a fair market value, determined in accordance with
     Paragraph 5(d)(ii), equal to the amount required to be withheld or paid. A
     Participant must make the foregoing election on or before the date that the
     amount of tax to be withheld is determined ("Tax Date"). All such elections
     are irrevocable and subject to disapproval by the Committee. Elections by
     Covered Participants are subject to the following additional restrictions:
     (i) such election may not be made within six months of the grant of an
     option or warrant, provided that this limitation shall not apply in the
     event of death or disability, and (ii) such election must be made either
     six months or more prior to the Tax Date or in a Window Period. Where the
     Tax Date in respect of an option or warrant is deferred until six months
     after exercise and the Covered Participant elects share withholding, the
     full amount of shares of Common Stock will be issued or transferred to him
     upon exercise of the option or warrant, but he or she shall be
     unconditionally obligated to tender back to the Company the number of
     shares necessary to discharge the Company's withholding obligation or his
     estimated tax obligation on the Tax Date.

SECTION 12. REPLACEMENT OF OPTIONS, WARRANTS AND PREFERRED STOCK. The Committee
from time to time may permit a Participant under the Plan to surrender for
cancellation any unexercised outstanding option or warrant or unconverted
Preferred stock and receive from the Company in exchange an option, warrant or
preferred stock for such number of shares of Common Stock as may be designated
by the Committee. The Committee may, with the consent of the holder of any
outstanding option, warrant or preferred stock, amend such option, warrant or
preferred stock, including reducing the exercise price of any option or warrant
to not less than the fair market value of the Common Stock at the time of the
amendment, increasing the conversion ratio of any preferred stock and extending
the exercise or conversion term of and warrant, option or preferred stock.

SECTION 13. NO RIGHT TO COMP ANY EMPLOYMENT. Nothing in this Plan or as a result
of any option or warrant granted pursuant to this Plan shall confer on any
individual any right to continue in the employ of the Company or interfere in
any way with the right of the Company to terminate an individual's employment at
any time. The option, warrant or preferred stock agreements may contain such
provisions as the Committee may approve with reference to the effect of approved
leaves of absence.

SECTION 14. LIABILITY OF COMPANY. The Company and any Affiliate, which is in
existence or hereafter comes into existence, shall not be liable to a
Participant or other persons as to:

     (a) The Non-Issuance of Shares. The non-issuance or sale of shares as to
     which the Company has been unable to obtain from any regulatory body having
     jurisdiction the authority deemed by the Company's counsel to be necessary
     to the lawful issuance and sale of any shares hereunder; and

     (b) Tax Consequences. Any tax consequence expected, but not realized, by
     any Participant or other person due to the exercise of any option or
     warrant or the conversion of any preferred stock granted hereunder.

SECTION IS. EFFECTIVENESS AND EXPIRATION OF PLAN. The Plan shall be effective on
the date the Board adopts the Plan. The Plan shall expire ten years after the
date the Board approves the Plan and thereafter no option, warrant or preferred
stock shall be granted pursuant to the Plan.

SECTION 16. NON-EXCLUSIVITY OF THE PLAN. Neither the adoption by the Board nor
the submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including without
limitation, the granting of restricted stock or stock options, warrants or
preferred stock otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.

SECTION 17. GOVERNING LAW. This Plan and any agreements hereunder shall be
interpreted and construed in accordance with the laws of the state of
incorporation of the Company and applicable federal law.

SECTION 18. CASHLESS EXERCISE. The Committee also may allow cashless exercises
as permitted under Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions or by any other means which the Committee determines
to be consistent with the Plan's purpose and applicable law.

The proceeds from such a payment shall be added to the general funds of the
Company and shall be used for general corporate purposes.










<page>
                                                                      EXHIBIT 5



ROCKE, McLEAN & SBAR
100 North Tampa Street, Suite 3575
Tampa, Florida  33602-5810
813.769-5600 TEL                                         Writer's Direct Line
813.769-5601  FAX                                                813-769-5618
www.rmslegal.com                                         Email:ralba@rmslegal



                               September 27, 2004

Insynq, Inc.
1127 Broadway Plaza, Suite 202
Tacoma, WA 98402

Re:  Amendment No. 4 to the Form S-8 Registration Statement Relating to Insynq,
     Inc. 2002 Directors, Officers and Consultants Stock Option, Stock Warrant
     and Stock Award Plan

Ladies & Gentlemen:

                  We have acted as counsel for Insynq, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of Amendment No.
4 to the Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
increase in the number of shares authorized under the plan from 200,756 to
40,000,000 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), which may be issued pursuant to the 2002 Directors, Officers
and Consultants Stock Option, Stock Warrant and Stock Award Plan, as amended
(the "Plan"). This opinion letter is rendered pursuant to Item 8 of Form S-8 and
Item 601(b)(3) of Regulation S-K. The additional 39,799,244 shares of Common
Stock issuable pursuant to the Plan are referred to herein as the "Shares."

         We have examined and are familiar with the Articles of Incorporation of
the Company filed with the Secretary of State of the State of Nevada, Bylaws of
the Company, proceedings of the Board of Directors of the Company in connection
with the adoption of the Plan, and such other records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions set forth in this opinion letter.

         Based on the foregoing, it is our opinion that the Shares of common
stock covered by the Registration Statement and to be issued pursuant to the
Plan, when issued in accordance with the terms and conditions of the Plan, will
be duly and validly issued, fully paid and non-assessable.

         We have, with your permission, assumed that the provisions of the
Nevada Revised Statutes are substantially the same as the Florida Business
Corporation Act with respect to the subject matter of this opinion. We are
licensed to practice law in the State of Florida and express no opinion as to
any laws other than those of the State of Florida and the federal laws of the
United States of America.

         This opinion letter is provided to you for your benefit and for the
benefit of the Securities and Exchange Commission, in each case, solely with
regard to the Registration Statement, may be relied upon by you and the
Commission only in connection with the Registration Statement, and may not be
relied upon by any other person or for any other purpose without our prior
Written consent. We hereby consent to the inclusion of this opinion as Exhibit 5
in the Registration Statement. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules or regulations
of the Commission promulgated thereunder.



                                      ROCKE, MCLEAN & SBAR



                                      By:  /s/ Russell T. Alba
                                      ---------------------------------------
                                      Russell T. Alba


RTA/mtv
<page>

                                                                    EXHIBIT 23.1



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors
Insynq, Inc.

We consent to the incorporation by reference in the foregoing Amendment No 4 to
the Registration Statement on Form S-8 of our report dated September 3, 2004,
relating to the financial statements of Insynq, Inc. which appears in the
Insynq, Inc. Annual Report on Form 10-KSB for the fiscal years ended May 31,
2004 and 2003, filed with the Securities and Exchange Commission on September
14, 2004.






/s/ Weinberg & Company P.A.
Weinberg & Company P.A.
Certified Public Accountants


Boca Raton, Florida
September 27, 2004
[{"type": "S-8", "sequence": "1", "filename": "iq8sept.txt", "description": "INSYNQ, INC. S-8", "secsgml_size_bytes": 74217}]
{"company-data": {"conformed-name": "INSYNQ INC", "cik": "0000914626", "assigned-sic": "7374", "irs-number": "223894506", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119315", "film-number": "041048084"}, "business-address": {"street1": "1127 BROADWAY PLAZA", "street2": "SUITE #202", "city": "TACOMA", "state": "WA", "zip": "98402", "phone": "2532842000"}, "mail-address": {"street1": "1127 BROADWAY PLAZA", "street2": "SUITE #202", "city": "TACOMA", "state": "WA", "zip": "98402"}, "former-company": [{"former-conformed-name": "XCEL MANAGEMENT INC/UT", "date-changed": "20000107"}, {"former-conformed-name": "PALACE CASINOS INC", "date-changed": "19940330"}, {"former-conformed-name": "MARITIME RESORTS INTERNATIONAL INC /UT/", "date-changed": "19931110"}]}
Registration No. 333-_________
As filed with the Securities and Exchange Commission on SEPTEMBER 27, 2004

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       ___________________________________

                         POST EFFECTIVE AMENDMENT NO. 4

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                      ____________________________________

                                  INSYNQ, INC.
                                     NEVADA
                             IRS ID NO.: 22-3894506

                         1127 BROADWAY PLAZA, SUITE 202
                                TACOMA, WA 98402

             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,
                       STOCK WARRANT AND STOCK AWARD PLAN

John P. Gorst                     Copy to:
Chief Executive Officer           Russell T. Alba, Esquire
1127 Broadway Plaza, Suite 202    Rocke, McLean & Sbar, P.A.
Tacoma, WA 98402                  100 North Tampa Street, Suite 3575
(253) 284-2000                    Tampa, Florida 33602
                                  (813) 769-5600
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES        PROPOSED MAXIMUM    PROPOSED MAXIMUM        AGGREGATE          AMOUNT OF
TO BE REGISTERED           AMOUNT TO BE        OFERING PRICE           OFFERING           REGISTRATION
                           REGISTERED          PER SHARE               PRICE (1)          FEE
Common Stock,
$.001 par value            39,799,244(2)             $.025             $994,981           $126.06
1. This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices per share of the common stock reported on the OTC Bulletin
Board as of September 24, 2004, a date within five business days prior to the
filing of this registration statement.

2. These 39,799,244 shares represent additional shares for issuance under the
Registrant's 2002 Directors, Officers and Consultants Stock Option, Stock
Warrant and Stock Award Plan, originally the subject of the Registrant's
Registration Statement on Form S-8 filed on October 8, 2002, bearing SEC File
No.: 333-100413 and amended pursuant to Post Effective Amendment No. 1 filed on
September 8, 2003, bearing SEC File No.: 333-108614, Post Effective Amendment
No. 2 filed on December 5, 2003, bearing SEC File No.: 333-110985, and Post
Effective Amendment No. 3 filed on December 9, 2003, bearing SEC File No.:
333-111027.
INCORPORATION BY REFERENCE

                                       OF

                         EARLIER REGISTRATION STATEMENTS

         Insynq, Inc. (the "Registrant") has previously registered an aggregate
of 105,000,000 shares of its Common Stock, par value $.001 per share, for
issuance under its 2002 Directors, Officers and Consultants Stock Option, Stock
Warrant and Stock Award Plan (the "Plan"). The registration of an initial
16,000,000 shares was effected on a Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on October 8, 2002, bearing
Commission file number 333-100413 (the "Initial Registration Statement"). The
Registrant registered additional securities of the same class as those for which
the Initial Registration Statement was effective as follows:

AMENDMENT NO. DATE FILED    SHARES REGISTERED  COMMISSION FILE NO. 333-
1             09/08/2003        10,000,000                  108614
2             12/05/2003        64,000,000                  110985
3             12/09/2003        15,000,000                  111027

         Amendment 1, 2 and 3 are referred to herein as the "Additional
Registration Statements."

        On July 16, 2004, the Registrant effected a 50-for-1 reverse stock
split; under the terms of the Plan, the shares of the Registrant's common stock
subject thereto were reduced to 200,756 shares. This Registration Statement is
being filed to register an additional 39,799,244 shares of the same class as
those for which the Initial Registration Statement and Additional Registration
Statements are effective. Accordingly, pursuant to General Instruction E of Form
S-8, the contents of the Earlier Registration Statement and the Additional
Registration Statement are hereby incorporated herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8                     EXHIBITS

EXHIBIT NO.       EXHIBIT

4.1*  2002 Directors, Officers and Consultants Stock Option, Stock Warrant and
      Stock Award Plan as amended

5*    Opinion of Rocke, McLean & Sbar, P.A.

23.1* Consent of Weinberg and Company, P.A., Certified Public Accountants

23.2  Consent of Rocke, McLean & Sbar, P.A. (contained in Exhibit 5 hereto)

24    Power of Attorney relating to subsequent amendments (included on the
      signature page to this Registration Statement)

*Filed Herein
SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tacoma, and State of Washington, on this 27th
day of September 2004.

                                            INSYNQ, INC.

                                            /s/ John P. Gorst
                                            BY: JOHN P. GORST
                                            CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints John Gorst his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for him and in his, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them, may lawfully do or cause to be done by virtue hereof.
SIGNATURE                           TITLE                                               DATE
Chief Executive Officer
/s/ John P. Gorst                   Principal Executive Officer                         September 27, 2004
--------------------------          and Director
John P. Gorst

                                    Chief Administrative Officer,
                                    Secretary and Treasurer,
/s/ M. Carroll Benton               Principal Accounting Officer,                       September 27, 2004
-------------------------           Principal Financial Officer
M. Carroll Benton                   and Director
EXHIBIT INDEX

EXHIBIT NO.                         EXHIBIT

4.1*  2002 Directors, Officers and Consultants Stock Option, Stock Warrant and
      Stock Award Plan as amended.

5*    Opinion of Rocke, McLean & Sbar, P.A.

23.1* Consent of Weinberg and Company, P.A., Certified Public Accountants

23.2  Consent of Rocke, McLean & Sbar, P.A. (contained in Exhibit 5 hereto)

24    Power of Attorney relating to subsequent amendments (included on the
      signature page to this Registration Statement)

*Filed Herein
EXHIBIT 4.1

                                  INSYNQ, INC.
                    2002 DIRECTORS, OFFICERS AND CONSULTANTS
                STOCK OPTION, STOCK WARRANT AND STOCK AWARD PLAN
                                   As Amended

SECTION I. PURPOSE OF THE PLAN. The purpose of the 2002 Directors, Officers and
Consultants Stock Option, Stock Warrant and Stock Award Plan ("Plan") is to
maintain the ability of Insynq, Inc., a Delaware corporation (the "Company") and
its subsidiaries to attract and retain highly qualified and experienced
directors, employees and consultants and to give such directors, employees and
consultants a continued proprietary interest in the success of the Company and
its subsidiaries. In addition the Plan is intended to encourage ownership of
common stock, $.001 par value ("Common Stock"), of the Company by the directors,
employees and consultants of the Company and its Affiliates (as defined below)
and to provide increased incentive for such persons to render services and to
exert maximum effort for the success of the Company's business. The Plan
provides eligible employees and consultants the opportunity to participate in
the enhancement of shareholder value by the grants of warrants, options,
restricted common or convertible preferred stock, unrestricted common or
convertible preferred stock and other awards under this Plan and to have their
bonuses and/or consulting fees payable in warrants, restricted common or
convertible preferred stock, unrestricted common or convertible preferred stock
and other awards, or any combination thereof. In addition, the Company expects
that the Plan will further strengthen the identification of the directors,
employees and consultants with the stockholders. Certain options and warrants to
be granted under this Plan are intended to qualify as Incentive Stock Options
("ISOs") pursuant to Section 422 of the Internal Revenue Code of 1986, as
amended ("Code"), while other options and warrants and preferred stock granted
under this Plan will be nonqualified options or warrants which are not intended
to qualify as ISOs ("Nonqualified Options"), either or both as provided in the
agreements evidencing the options or warrants described in Section 5 hereof and
shares of preferred stock. As provided in the designation described in Section
7, employees, consultants and directors who participate or become eligible to
participate in this Plan from time to time are referred to collectively herein
as "Participants". As used in this Plan, the term "Affiliates" means any "parent
corporation" of the Company and any "subsidiary corporation" of the Company
within the meaning of Code Sections 424(e) and (f), respectively.

SECTION 2. ADMINISTRATION OF THE PLAN

(a) COMPOSITION OF COMMITTEE. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). When acting in such capacity the Board
is herein referred to as the "Committee," which shall also designate the
Chairman of the Committee. If the Company is governed by Rule 16b-3 promulgated
by the Securities and Exchange Commission ("Commission") pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"), no director shall
serve as a member of the Committee unless he or she is a "disinterested person"
within the meaning of such Rule 16b-3.

(b) COMMITTEE ACTION. The Committee shall hold its meetings at such times and
places as it may determine. A majority of its members shall constitute a quorum,
and all determinations of the Committee shall be made by not less than a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be fully as effective as if it had
been made by a majority vote of its members at a meeting duly called and held.
The Committee may designate the Secretary of the Company or other Company
employees to assist the Committee in the administration of the Plan, and may
grant authority to such persons to execute award agreements or other documents
on behalf of the Committee and the Company. Any duly constituted committee of
the Board satisfying the qualifications of this Section 2 may be appointed as
the Committee.

(c) COMMITTEE EXPENSES. All expenses and liabilities incurred by the Committee
in the administration of the Plan shall be borne by the Company. The Committee
may employ attorneys, consultants, accountants or other persons.

SECTION 3. STOCK RESERVED FOR THE PLAN. Subject to adjustment as provided in
Section 5(d)(xiii) hereof, the aggregate number of shares that may be optioned,
subject to conversion or issued under the Plan is 50,000,000 shares of Common
Stock, warrants, options, preferred stock or any combination thereof. The shares
subject to the Plan shall consist of authorized but unissued shares of Common
Stock and such number of shares shall be and is hereby reserved for sale for
such purpose. Any of such shares which may remain unsold and which are not
subject to issuance upon exercise of outstanding options or warrants or
conversion of outstanding shares of preferred stock at the termination of the
Plan shall cease to be reserved for the purpose of the Plan, but until
termination of the Plan or the termination of the last of the options or
warrants granted under the Plan, whichever last occurs, the Company shall at all
times reserve a sufficient number of shares to meet the requirements of the
Plan. Should any option or warrant expire or be cancelled prior to its exercise
in full, the shares theretofore subject to such option or warrant may again be
made subject to an option, warrant or shares of convertible preferred stock
under the Plan.

Immediately upon the grant of any option, warrant, shares of preferred stock or
award, the number of shares of Common Stock that may be issued or optioned under
the Plan will be increased. The number of shares of such increase shall be an
amount such that immediately after such increase the total number of shares
issuable under the Plan and reserved for issuance upon exercise of outstanding
options, warrants or conversion of shares of preferred stock will equal 15% of
the total number of issued and outstanding shares of Common Stock of the
Company. Such increase in the number of shares subject to the Plan shall occur
without the necessity of any further corporate action of any kind or character.

SECTION 4. ELIGIBILITY. The Participants shall include directors, employees,
including officers, of the Company and its divisions and subsidiaries, and
consultants and attorneys who provide bona fide services to the Company.
Participants are eligible to be granted warrants, options, restricted common or
convertible preferred stock, unrestricted common or convertible preferred stock
and other awards under this Plan and to have their bonuses and/or consulting
fees payable in warrants, restricted common or convertible preferred stock,
unrestricted common or convertible preferred stock and other awards. A
Participant who has been granted an option, warrant or preferred stock hereunder
may be granted an additional option, warrant options, warrants or preferred
stock, if the Committee shall so determine.

SECTION 5. GRANT OF OPTIONS OR W ARRANTS.

(a) COMMITTEE DISCRETION. The Committee shall have sole and absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive warrants, options, restricted common or
convertible preferred stock, or unrestricted common or convertible preferred
stock under the Plan, (ii) to determine the number of shares of Common Stock to
be covered by such grant or such options Or warrants and the terms thereof,
(iii) to determine the type of Common Stock granted: restricted common or
convertible preferred stock, unrestricted common or convertible preferred stock
or a combination of restricted and unrestricted common or convertible preferred
stock, and (iv) to determine the type of option or warrant granted: ISO,
Nonqualified Option or a combination of ISO and Nonqualified Options. The
Committee shall thereupon grant options or warrants in accordance with such
determinations as evidenced by a written option or warrant agreement. Subject to
the express provisions of the Plan, the Committee shall have discretionary
authority to prescribe, amend and rescind rules and regulations relating to the
Plan, to interpret the Plan, to prescribe and amend the terms of the option or
warrant agreements (which need not be identical) and to make all other
determinations deemed necessary or advisable for the administration of the Plan.

(b) STOCKHOLDER APPROVAL. All ISOs granted under this Plan are subject to, and
may not be exercised before, the approval of this Plan by the stockholders prior
to the first anniversary date of the Board meeting held to approve the Plan, by
the affirmative vote of the holders of a majority of the outstanding shares of
the Company present, or represented by proxy, and entitled to vote thereat, or
by written consent in accordance with the laws of the State of Texas, provided
that if such approval by the stockholders of the Company is not forthcoming, all
options or warrants and stock awards previously granted under this Plan other
than ISOs shall be valid in all respects.

(c) LIMITATION ON INCENTIVE STOCK OPTIONS AND WARRANTS. The aggregate fair
market value (determined in accordance with Section 5(d)(ii) of this Plan at the
time the option or warrant is granted) of the Common Stock with respect to which
ISOs may be exercisable for the first time by any Participant during any
calendar year under all such plans of the Company and its Affiliates shall not
exceed $1,000,000.

(d) TERMS AND CONDITIONS. Each option or warrant granted under the Plan shall be
evidenced by an agreement, in a form approved by the Committee, which shall be
subject to the following express terms and conditions and to such other terms
and conditions as the Committee may deem appropriate:

     (i) OPTION OR WARRANT PERIOD. The Committee shall promptly notify the
     Participant of the option or warrant grant and a written agreement shall
     promptly be executed and delivered by and on behalf of the Company and the
     Participant, provided that the option or warrant grant shall expire if a
     written agreement is not signed by said Participant (or his agent or
     attorney) and returned to the Company within 60 days from date of receipt
     by the Participant of such agreement. The date of grant shall be the date
     the option or warrant is actually granted by the Committee, even though the
     written agreement may be executed and delivered by the Company and the
     Participant after that date. Each option or warrant agreement shall specify
     the period for which the option or warrant thereunder is granted (which in
     no event shall exceed ten years from the date of grant) and shall provide
     that the option or warrant shall expire at the end of such period. If the
     original term of an option or warrant is less than ten years from the date
     of grant, the option or warrant may be amended prior to its expiration,
     with the approval of the Committee and the Participant, to extend the term
     so that the term as amended is not more than ten years from the date of
     grant. However, in the case of an ISO granted to an individual who, at the
     time of grant, owns stock possessing more than 10 percent of the total
     combined voting power of all classes of stock of the Company or its
     Affiliate ("Ten Percent Stockholder"), such period shall not exceed five
     years from the date of grant.

     (ii) OPTION OR WARRANT PRICE. The purchase price of each share of Common
     Stock subject to each option or warrant granted pursuant to the Plan shall
     be determined by the Committee at the time the option or warrant is granted
     and, in the case of ISOs, shall not be less than 100% of the fair market
     value of a share of Common Stock on the date the option or warrant is
     granted, as determined by the Committee. In the case of an ISO granted to a
     Ten Percent Stockholder, the option or warrant price shall not be less than
     110% of the fair market value of a share of Common Stock on the date the
     option or warrant is granted. The purchase price of each share of Common
     Stock subject to a Nonqualified Option or Warrant under this Plan shall be
     determined by the Committee prior to granting the option or warrant. The
     Committee shall set the purchase price for each share subject to a
     Nonqualified Option or Warrant at either the fair market value of each
     share on the date the option or warrant is granted, or at such other price
     as the Committee in its sole discretion shall determine.

     At the time a determination of the fair market value of a share of Common
     Stock is required to be made hereunder, the determination of its fair
     market value shall be made by the Committee in such manner, as it deems
     appropriate.

     (iii) EXERCISE PERIOD. The Committee may provide in the option or warrant
     agreement that an option or warrant may be exercised in whole, immediately,
     or is to be exercisable in increments. In addition, the Committee may
     provide that the exercise of all or part of an option or warrant is subject
     to specified performance by the Participant.

     (iv) PROCEDURE FOR EXERCISE. Options or warrants shall be exercised in the
     manner specified in the option or warrant agreement. The notice of exercise
     shall specify the address to which the certificates for such shares are to
     be mailed. A Participant shall be deemed to be a stockholder with respect
     to shares covered by an option or warrant on the date specified in the
     option or warrant agreement. As promptly as practicable, the Company shall
     deliver to the Participant or other holder of the warrant, certificates for
     the number of shares with respect to which such option or warrant has been
     so exercised, issued in the holder's name or such other name as holder
     directs; provided, however, that such delivery shall be deemed effected for
     all purposes when a stock transfer agent of the Company shall have
     deposited such certificates with a carrier for overnight delivery,
     addressed to the holder at the address specified pursuant to this Section
     6(d).

     (v) TERMINATION OF EMPLOYMENT. If an executive officer to whom an option or
     warrant is granted ceases to be employed by the Company for any reason
     other than death or disability, any option or warrant which is exercisable
     on the date of such termination of employment may be exercised during a
     period beginning on such date and ending at the time set forth in the
     option or warrant agreement; provided, however, that if a Participant's
     employment is terminated because of the Participant's theft or embezzlement
     from the Company, disclosure of trade secrets of the Company or the
     commission of a willful, felonious act while in the employment of the
     Company (such reasons shall hereinafter be collectively referred to as "for
     cause"), then any option or warrant or unexercised portion thereof granted
     to said Participant shall expire upon such termination of employment.
     Notwithstanding the foregoing, no ISO may be exercised later than three
     months after an employee's termination of employment for any reason other
     than death or disability.

     (vi) DISABILITY OR DEATH OF PARTICIPANT. In the event of the determination
     of disability or death of a Participant under the Plan while he or she is
     employed by the Company, the options or warrants previously granted to him
     may be exercised (to the extent he or she would have been entitled to do so
     at the date of the determination of disability or death) at any time and
     from time to time, within a period beginning on the date of such
     determination of disability or death and ending at the time set forth in
     the option or warrant agreement, by the former employee, the guardian of
     his estate, the executor or administrator of his estate or by the person or
     persons to whom his rights under the option or warrant shall pass by will
     or the laws of descent and distribution, but in no event may the option or
     warrant be exercised after its expiration under the terms of the option or
     warrant agreement. Notwithstanding the foregoing, no ISO may be exercised
     later than one year after the determination of disability or death. A
     Participant shall be deemed to be disabled if, in the opinion of a
     physician selected by the Committee, he or she is incapable of performing
     services for the Company of the kind he or she was performing at the time
     the disability occurred by reason of any medically determinable physical or
     mental impairment which can be expected to result in death or to be of
     long, continued and indefinite duration. The date of determination of
     disability for purposes hereof shall be the date of such determination by
     such physician.

     (vii) ASSIGNABILITY. An option or warrant shall be assignable or otherwise
     transferable, in whole or in part, by a Participant as provided in the
     option, warrant or designation of the series of preferred stock.

     (viii) INCENTIVE STOCK OPTIONS. Each option or warrant agreement may
     contain such terms and provisions as the Committee may determine to be
     necessary or desirable in order to qualify an option or warrant designated
     as an incentive stock option.

     (ix) RESTRICTED STOCK AWARDS. Awards of restricted stock under this Plan
     shall be subject to all the applicable provisions of this Plan, including
     the following terms and conditions, and to such other terms and conditions
     not inconsistent therewith, as the Committee shall determine:

          (A) Awards of restricted stock may be in addition to or in lieu of
          option or warrant grants. Awards may be conditioned on the attainment
          of particular performance goals based on criteria established by the
          Committee at the time of each award of restricted stock. During a
          period set forth in the agreement (the "Restriction Period"), the
          recipient shall not be permitted to sell, transfer, pledge, or
          otherwise encumber the shares of restricted stock; except that such
          shares may be used, if the agreement permits, to pay the option or
          warrant price pursuant to any option or warrant granted under this
          Plan, provided an equal number of shares delivered to the Participant
          shall carry the same restrictions as the shares so used. Shares of
          restricted stock shall become free of all restrictions if during the
          Restriction Period, (i) the recipient dies, (ii) the recipient's
          directorship, employment, or consultancy terminates by reason of
          permanent disability, as determined by the Committee, (iii) the
          recipient retires after attaining both 59 1/2 years of age and five
          years of continuous service with the Company and/or a division or
          subsidiary, or (iv) if provided in the agreement, there is a "change
          in control" of the Company (as defined in such agreement). The
          Committee may require medical evidence of permanent disability,
          including medical examinations by physicians selected by it. Unless
          and to the extent otherwise provided in the agreement, shares of
          restricted stock shall be forfeited and revert to the Company upon the
          recipient's termination of directorship, employment or consultancy
          during the Restriction Period for any reason other than death,
          permanent disability, as determined by the Committee, retirement after
          attaining both 59 1/2 years of age and five years of continuous
          service with the Company and/or a subsidiary or division, or, to the
          extent provided in the agreement, a "change in control" of the Company
          (as defined in such agreement), except to the extent the Committee, in
          its sole discretion, finds that such forfeiture might not be in the
          best interests of the Company and, therefore, waives all or part of
          the application of this provision to the restricted stock held by such
          recipient. Certificates for restricted stock shall be registered in
          the name of the recipient but shall be imprinted with the appropriate
          legend and returned to the Company by the recipient, together with a
          stock power endorsed in blank by the recipient. The recipient shall be
          entitled to vote shares of restricted stock and shall be entitled to
          all dividends paid thereon, except that dividends paid in Common Stock
          or other property shall also be subject to the same restrictions.

          (B) Restricted Stock shall become free of the foregoing restrictions
          upon expiration of the applicable Restriction Period and the Company
          shall then deliver to the recipient Common Stock certificates
          evidencing such stock. Restricted stock and any Common Stock received
          upon the expiration of the restriction period shall be subject to such
          other transfer restrictions and/or legend requirements as are
          specified in the applicable agreement.

     (x) BONUSES AND PAST SALARIES AND FEES PAYABLE IN UNRESTRICTED STOCK.

          (A) In lieu of cash bonuses otherwise payable under the Company's or
          applicable division's or subsidiary's compensation practices to
          employees and consultants eligible to participate in this Plan, the
          Committee, in its sole discretion, may determine that such bonuses
          shall be payable in unrestricted Common Stock or partly in
          unrestricted Common Stock and partly in cash. Such bonuses shall be in
          consideration of services previously performed and as an incentive
          toward future services and shall consist of shares of unrestricted
          Common Stock subject to such terms as the Committee may determine in
          its sole discretion. The number of shares of unrestricted Common Stock
          payable in lieu of a bonus otherwise payable shall be determined by
          dividing such bonus amount by the fair market value of one share of
          Common Stock on the date the bonus is payable, with fair market value
          determined as of such date in accordance with Section 5 d)(ii).

          (B) In lieu of salaries and fees otherwise payable by the Company to
          employees, attorneys and consultants eligible to participate in this
          Plan that were incurred for services rendered during, prior or after
          the year of 2002, the Committee, in its sole discretion, may determine
          that such unpaid salaries and fees shall be payable in unrestricted
          Common Stock or partly in unrestricted Common Stock and partly in
          cash. Such awards shall be in consideration of services previously
          performed and as an incentive toward future services and shall consist
          of shares of unrestricted Common Stock subject to such terms as the
          Committee may determine in its sole discretion. The number of shares
          of unrestricted Common Stock payable in lieu of salaries and fees
          otherwise payable shall be determined by dividing each calendar
          month's of unpaid salary or fee amount by the average trading value of
          the Common Stock for the calendar month during which the subject
          services were provided.

     (xi) NO RIGHTS AS STOCKHOLDER. No Participant shall have any rights as a
     stockholder with respect to shares covered by an option or warrant until
     the option or warrant is exercised as provided in clause (d) above.

     (xii) EXTRAORDINARY CORPORATE TRANSACTIONS. The existence of outstanding
     options or warrants shall not affect in any way the right or power of the
     Company or its stockholders to make or authorize any or all adjustments,
     recapitalizations, reorganizations, exchanges, or other changes in the
     Company's capital structure or its business, or any merger or consolidation
     of the Company, or any issuance of Common Stock or other securities or
     subscription rights thereto, or any issuance of bonds, debentures,
     preferred or prior preference stock ahead of or affecting the Common Stock
     or the rights thereof, or the dissolution or liquidation of the Company, or
     any sale or transfer of all or any part of its assets or business, or any
     other corporate act or proceeding, whether of a similar character or
     otherwise. If the Company recapitalizes or otherwise changes its capital
     structure, or merges, consolidates, sells all of its assets or dissolves
     (each of the foregoing a "Fundamental Change"), then thereafter upon any
     exercise of an option or warrant theretofore granted the Participant shall
     be entitled to purchase under such option or warrant, in lieu of the number
     of shares of Common Stock as to which option or warrant shall then be
     exercisable, the number and class of shares of stock and securities to
     which the Participant would have been entitled pursuant to the terms of the
     Fundamental Change if, immediately prior to such Fundamental Change, the
     Participant had been the holder of record of the number of shares of Common
     Stock as to which such option or warrant is then exercisable. If (i) the
     Company shall not be the surviving entity in any merger or consolidation
     (or survives only as a subsidiary of another entity), (ii) the Company
     sells all or substantially all of its assets to any other person or entity
     (other than a wholly-owned subsidiary), (iii) any person or entity
     (including a "group" as contemplated by Section 13(d)(3) of the Exchange
     Act) acquires or gains ownership or control of (including, without
     limitation, power to vote) more than 50% of the outstanding shares of
     Common Stock, (iv) the Company is to be dissolved and liquidated, or (v) as
     a result of or in connection with a contested election of directors, the
     persons who were directors of the Company before such election shall cease
     to constitute a majority of the Board (each such event in clauses (i)
     through (v) above is referred to herein as a "Corporate Change"), the
     Committee, in its sole discretion, may accelerate the time at which all or
     a portion of a Participant's option or warrants may be exercised for a
     limited period of time before or after a specified date.

     (xiii) CHANGES IN COMPANY'S CAPITAL STRUCTURE. If the outstanding shares of
     Common Stock or other securities of the Company, or both, for which the
     option or warrant is then exercisable at any time be changed or exchanged
     by declaration of a stock dividend, stock split, combination of shares,
     recapitalization, or reorganization, the number and kind of shares of
     Common Stock or other securities which are subject to the Plan or subject
     to any options or warrants theretofore granted, and the option or warrant
     prices, shall be adjusted only as provided in the option or warrant.

     (xiv) ACCELERATION OF OPTIONS AND WARRANTS. Except as hereinbefore
     expressly provided, (i) the issuance by the Company of shares of stock or
     any class of securities convertible into shares of stock of any class, for
     cash, property, labor or services, upon direct sale, upon the exercise of
     rights or warrants to subscribe therefore, or upon conversion of shares or
     obligations of the Company convertible into such shares or other
     securities, (ii) the payment of a dividend in property other than Common
     Stock or (iii) the occurrence of any similar transaction, and in any case
     whether or not for fair value, shall not affect, and no adjustment by
     reason thereof shall be made with respect to, the number of shares of
     Common Stock subject to options or warrants theretofore granted or the
     purchase price per share, unless the Committee shall determine, in its sole
     discretion, that an adjustment is necessary to provide equitable treatment
     to Participant. Notwithstanding anything to the contrary contained in this
     Plan, the Committee may, in its sole discretion, accelerate the time at
     which any option or warrant may be exercised, including, but not limited
     to, upon the occurrence of the events specified in this Section 5, and is
     authorized at any time (with the consent of the Participant) to purchase
     options or warrants pursuant to Section 6.

SECTION 6. RELINQUISHMENT OF OPTIONS OR WARRANTS.

(a) The Committee, in granting options-or warrants hereunder, shall have
discretion to determine whether or not options or warrants shall include a right
of relinquishment as hereinafter provided by this Section 6. The Committee shall
also have discretion to determine whether an option or warrant agreement
evidencing an option or warrant initially granted by the Committee without a
right of relinquishment shall be amended or supplemented to include such a right
of relinquishment. Neither the Committee nor the Company shall be under any
obligation or incur any liability to any person by reason of the Committee's
refusal to grant or include a right of relinquishment in any option or warrant
granted hereunder or in any option or warrant agreement evidencing the same.
Subject to the Committee's determination in any case that the grant by it of a
right of relinquishment is consistent with Section 1 hereof, any option or
warrant granted under this Plan, and the option or warrant agreement evidencing
such option or warrant, may provide:

     (i) That the Participant, or his or her heirs or other legal
     representatives to the extent entitled to exercise the option or warrant
     under the terms thereof, in lieu of purchasing the entire number of shares
     subject to purchase thereunder, shall have the right to relinquish all or
     any part of the then unexercised portion of the option or warrant (to the
     extent then exercisable) for a number of shares of Common Stock to be
     determined in accordance with the following provisions of this clause (i):

          (A) The written notice of exercise of such right of relinquishment
          shall state the percentage of the total number of shares of Common
          Stock issuable pursuant to such relinquishment (as defined below) that
          the Participant elects to receive;

          (B) The number of shares of Common Stock, if any, issuable pursuant to
          such relinquishment shall be the number of such shares, rounded to the
          next greater number of full shares, as shall be equal to the quotient
          obtained by dividing (i) the Appreciated Value by (ii) the purchase
          price for each of such shares specified in such option or warrant;

          (C) For the purpose of this clause (C), "Appreciated Value" means the
          excess, if any, of (x) the total current market value of the shares of
          Common Stock covered by the option or warrant or the portion thereof
          to be relinquished over (y) the total purchase price for such shares
          specified in such option or warrant;

     (ii) That such right of relinquishment may be exercised only upon receipt
     by the Company of a written notice of such relinquishment which shall be
     dated the date of election to make such relinquishment; and that, for the
     purposes of this Plan, such date of election shall be deemed to be the date
     when such notice is sent by registered or certified mail, or when receipt
     is acknowledged by the Company, if mailed by other than registered or
     certified mail or if delivered by hand or by any telegraphic communications
     equipment of the sender or otherwise delivered; provided, that, in the
     event the method just described for determining such date of election shall
     not be or remain consistent with the provisions of Section 16(b) of the
     Exchange Act or the rules and regulations adopted by the Commission
     thereunder, as presently existing or as may be hereafter amended, which
     regulations exempt from the operation of Section 16(b) of the Exchange Act
     in whole or in part any such relinquishment transaction, then such date of
     election shall be determined by such other method consistent with Section
     16(b) of the Exchange Act or the rules and regulations thereunder as the
     Committee shall in its discretion select and apply;

     (iii) That the "current market value" of a share of Common Stock on a
     particular date shall be deemed to be its fair market value on that date as
     determined in accordance with Paragraph 5(d)(ii); and

     (iv) That the option or warrant, or any portion thereof, may be
     relinquished only to the extent that (A) it is exercisable on the date
     written notice of relinquishment is received by the Company, and (B) the
     holder of such option or warrant pays, or makes provision satisfactory to
     the Company for the payment of, any taxes which the Company is obligated to
     collect with respect to such relinquishment.

(b) The Committee shall have sole discretion to consent to or disapprove, and
neither the Committee nor the Company shall be under any liability by reason of
the Committee's disapproval of, any election by a holder of preferred stock to
relinquish such preferred stock in whole or in part as provided in Paragraph
7(a), except that no such consent to or approval of a relinquishment shall be
required under the following circumstances. Each Participant who is subject to
the short-swing profits recapture provisions of Section 16(b) of the Exchange
Act ("Covered Participant") shall not be entitled to receive shares of Common
Stock when options or warrants are relinquished during any window period
commencing on the third business day following the Company's release of a
quarterly or annual summary statement of sales and earnings and ending on the
twelfth business day following such release ("Window Period"). A Covered
Participant shall be entitled to receive shares of Common Stock upon the
relinquishment of options or warrants outside a Window Period.

(c) The Committee, in granting options or warrants hereunder, shall have
discretion to determine the terms upon which such options or warrants shall be
relinquishable, subject to the applicable provisions of this Plan, and including
such provisions as are deemed advisable to permit the exemption from the
operation from Section 16(b) of the Exchange Act of any such relinquishment
transaction, and options or warrants outstanding, and option agreements
evidencing such options, may be amended, if necessary , to permit such
exemption. If options or warrants are relinquished, such option or warrant shall
be deemed to have been exercised to the extent of the number of shares of Common
Stock covered by the option or warrant or part thereof which is relinquished,
and no further options or warrants may be granted covering such shares of Common
Stock.

(d) Any options or warrants or any right to relinquish the same to the Company
as contemplated by this Paragraph 6 shall be assignable by the Participant,
provided the transaction complies with any applicable securities laws.

(e) Except as provided in Section 6((pound)) below, no right of relinquishment
may be exercised within the first six months after the initial award of any
option or warrant containing, or the amendment or supplementation of any
existing option or warrant agreement adding, the right of relinquishment.

(f) No right of relinquishment may be exercised after the initial award of
any option or warrant containing, or the amendment or supplementation of any
existing option or warrant agreement adding the right of relinquishment, unless
such right of relinquishment is effective upon the Participant's death,
disability or termination of his relationship with the Company for a reason
other than "for cause."

SECTION 7. GRANT OF CONVERTIBLE PREFERRED STOCK.

(a) COMMITTEE DISCRETION. The Committee shall have sole and absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive restricted preferred stock, or
unrestricted preferred stock under the Plan, and (ii) to determine the number of
shares of Common Stock to be issued upon conversion of such shares of preferred
stock and the terms thereof. The Committee shall thereupon grant shares of
preferred stock in accordance with such determinations as evidenced by a written
preferred stock designation. Subject to the express provisions of the Plan, the
Committee shall have discretionary authority to prescribe, amend and rescind
rules and regulations relating to the Plan, to interpret the Plan, to prescribe
and amend the terms of the preferred stock designation (which need not be
identical) and to make all other determinations deemed necessary or advisable
for the administration of the Plan.

(b) TERMS AND CONDITIONS. Each series of preferred stock granted under the Plan
shall be evidenced by a designation in the form for filing with the Secretary of
State of the state of incorporation of the Company, containing such terms as
approved by the Committee, which shall be subject to the following express terms
and conditions and to such other terms and conditions as the Committee may deem
appropriate:

     (i) CONVERSION RATIO. The number of shares of Common Stock issuable upon
     conversion of each share of preferred stock granted pursuant to the Plan
     shall be determined by the Committee at the time the preferred stock is
     granted. The conversion ration may be determined by reference to the fair
     market value of each share of Common Stock on the date the preferred stock
     is granted, or at such other price as the Committee in its sole discretion
     shall determine.

     At the time a determination of the fair market value of a share of Common
     Stock is required to be made hereunder, the determination of its fair
     market value shall be made in accordance with Paragraph 5(d)(ii).

     (ii) CONVERSION PERIOD. The Committee may provide in the preferred stock
     agreement that a preferred stock may be converted in whole, immediately, or
     is to be convertible in increments. In addition, the Committee may provide
     that the conversion of all or part of a preferred stock is subject to
     specified performance by the Participant.

     (iii) PROCEDURE FOR CONVERSION. Shares of preferred stock shall be
     converted in the manner specified in the preferred stock designation. The
     notice of conversion shall specify the address to which the certificates
     for such shares are to be mailed. A Participant shall be deemed to be a
     stockholder with respect to shares covered by preferred stock on the date
     specified in the preferred stock agreement. As promptly as practicable, the
     Company shall deliver to the Participant or other holder of the warrant,
     certificates for the number of shares with respect to which such preferred
     stock has been so converted, issued in the holder's name or such other name
     as holder directs; provided, however, that such delivery shall be deemed
     effected for all purposes when a stock transfer agent of the Company shall
     have deposited such certificates with a carrier for overnight delivery,
     addressed to the holder at the address specified pursuant to this Section
     6(d).

     (iv) TERMINATION OF EMPLOYMENT. If an executive officer to whom preferred
     stock is granted ceases to be employed by the Company for any reason other
     than death or disability, any preferred stock which is convertible on the
     date of such termination of employment may be converted during a period
     beginning on such date and ending at the time set forth in the preferred
     stock agreement; provided, however, that if a Participant's employment is
     terminated because of the Participant's theft or embezzlement from the
     Company, disclosure of trade secrets of the Company or the commission of a
     willful, felonious act while in the employment of the Company (such reasons
     shall hereinafter be collectively referred to as "for cause"), then any
     preferred stock or unconverted portion thereof granted to said Participant
     shall expire upon such termination of employment. Notwithstanding the
     foregoing, no ISO may be converted later than three months after an
     employee's termination of employment for any reason other than death or
     disability.

     (v) DISABILITY OR DEATH OF PARTICIPANT. In the event of the determination
     of disability or death of a Participant under the Plan while he or she is
     employed by the Company, the preferred stock previously granted to him may
     be converted (to the extent he or she would have been entitled to do so at
     the date of the determination of disability or death) at any time and from
     time to time, within a period beginning on the date of such determination
     of disability or death and ending at the time set forth in the preferred
     stock agreement, by the former employee, the guardian of his estate, the
     executor or administrator of his estate or by the person or persons to whom
     his rights under the preferred stock shall pass by will or the laws of
     descent and distribution, but in no event may the preferred stock be
     converted after its expiration under the terms of the preferred stock
     agreement. Notwithstanding the foregoing, no ISO may be converted later
     than one year after the determination of disability or death. A Participant
     shall be deemed to be disabled if, in the opinion of a physician selected
     by the Committee, he or she is incapable of performing services for the
     Company of the kind he or she was performing at the time the disability
     occurred by reason of any medically determinable physical or mental
     impairment which can be expected to result in death or to be of long,
     continued and indefinite duration. The date of determination of disability
     for purposes hereof shall be the date of such determination by such
     physician.

     (vi) ASSIGNABILITY. Preferred stock shall be assignable or otherwise
     transferable, in whole or in part, by a Participant.

     (vii) RESTRICTED STOCK A WARDS. A wards of restricted preferred stock under
     this Plan shall be subject to all the applicable provisions of this Plan,
     including the following terms and conditions, and to such other terms and
     conditions not inconsistent therewith, as the Committee shall determine:

          (A) Awards of restricted preferred stock may be in addition to or in
          lieu of preferred stock grants. Awards may be conditioned on the
          attainment of particular performance goals based on criteria
          established by the Committee at the time of each award of restricted
          preferred stock. During a period set forth in the agreement (the
          "Restriction Period"), the recipient shall not be permitted to sell,
          transfer, pledge, or otherwise encumber the shares of restricted
          preferred stock. Shares of restricted preferred stock shall become
          free of all restrictions if during the Restriction Period, (i) the
          recipient dies, (ii) the recipient's directorship, employment, or
          consultancy terminates by reason of permanent disability, as
          determined by the Committee, (iii) the recipient retires after
          attaining both 59 1/2 years of age and five years of continuous
          service with the Company and/or a division or subsidiary, or (iv) if
          provided in the agreement, there is a "change in control" of the
          Company (as defined in such agreement). The Committee may require
          medical evidence of permanent disability, including medical
          examinations by physicians selected by it. Unless and to the extent
          otherwise provided in the agreement, shares of restricted preferred
          stock shall be forfeited and revert to the Company upon the
          recipient's termination of directorship, employment or consultancy
          during the Restriction Period for any reason other than death,
          permanent disability, as determined by the Committee, retirement after
          attaining both 59 1/2 years of age and five years of continuous
          service with the Company and/or a subsidiary or division, or, to the
          extent provided in the agreement, a "change in control" of the Company
          (as defined in such agreement), except to the extent the Committee, in
          its sole discretion, finds that such forfeiture might not be in the
          best interests of the Company and, therefore, waives all or part of
          the application of this provision to the restricted preferred stock
          held by such recipient. Certificates for restricted preferred stock
          shall be registered in the name of the recipient but shall be
          imprinted with the appropriate legend and returned to the Company by
          the recipient, together with a preferred stock power endorsed in blank
          by the recipient. The recipient shall be entitled to vote shares of
          restricted preferred stock and shall be entitled to all dividends paid
          thereon, except that dividends paid in Common Stock or other property
          shall also be subject to the same restrictions.

          (B) Restricted preferred stock shall become free of the foregoing
          restrictions upon expiration of the applicable Restriction Period and
          the Company shall then deliver to the recipient Common Stock
          certificates evidencing such stock. Restricted preferred stock and any
          Common Stock received upon the expiration of the restriction period
          shall be subject to such other transfer restrictions and/or legend
          requirements as are specified in the applicable agreement.

     (x) BONUSES AND PAST SALARIES AND FEES PAYABLE IN UNRESTRICTED PREFERRED
     STOCK.

          (A) In lieu of cash bonuses otherwise payable under the Company's or
          applicable division's or subsidiary's compensation practices to
          employees and consultants eligible to participate in this Plan, the
          Committee, in its sole discretion, may determine that such bonuses
          shall be payable in unrestricted Common Stock or partly in
          unrestricted Common Stock and partly in cash. Such bonuses shall be in
          consideration of services previously performed and as an incentive
          toward future services and shall consist of shares of unrestricted
          Common Stock subject to such terms as the Committee may determine in
          its sole discretion. The number of shares of unrestricted Common Stock
          payable in lieu of a bonus otherwise payable shall be determined by
          dividing such bonus amount by the fair market value of one share of
          Common Stock on the date the bonus is payable, with fair market value
          determined as of such date in accordance with Section 5(d)(ii).

          Stock subject to such terms as the Committee may determine in its sole
          discretion. The number of shares of unrestricted Common Stock payable
          in lieu of salaries and fees otherwise payable shall be determined by
          dividing each calendar month's of unpaid salary or fee amount by the
          average trading value of the Common Stock for the calendar month
          during which the subject services were provided.

     (xi) NO RIGHTS AS STOCKHOLDER. No Participant shall have any rights as a
     stockholder with respect to shares covered by a preferred stock until the
     preferred stock is converted as provided in clause (b)(iii) above.

     (xii) EXTRAORDINARY CORPORATE TRANSACTIONS. The existence of outstanding
     preferred stock shall not affect in any way the right or power of the
     Company or its stockholders to make or authorize any or all adjustments,
     recapitalizations, reorganizations, exchanges, or other changes in the
     Company's capital structure or its business, or any merger or consolidation
     of the Company, or any issuance of Common Stock or other securities or
     subscription rights thereto, or any issuance of bonds, debentures,
     preferred or prior preference stock ahead of or affecting the Common Stock
     or the rights thereof, or the dissolution or liquidation of the Company, or
     any sale or transfer of all or any part of its assets or business, or any
     other corporate act or proceeding, whether of a similar character or
     otherwise. If the Company recapitalizes or otherwise changes its capital
     structure, or merges, consolidates, sells all of its assets or dissolves
     (each of the foregoing a "Fundamental Change"), then thereafter upon any
     conversion of preferred stock theretofore granted the Participant shall be
     entitled to the number of shares of Common Stock upon conversion of such
     preferred stock, in lieu of the number of shares of Common Stock as to
     which preferred stock shall then be convertible, the number and class of
     shares of stock and securities to which the Participant would have been
     entitled pursuant to the terms of the Fundamental Change if, immediately
     prior to such Fundamental Change, the Participant had been the holder of
     record of the number of shares of Common Stock as to which such preferred
     stock is then convertible. If (i) the Company shall not be the surviving
     entity in any merger or consolidation (or survives only as a subsidiary of
     another entity), (ii) the Company sells all or substantially all of its
     assets to any other person or entity (other than a wholly-owned
     subsidiary), (iii) any person or entity (including a "group" as
     contemplated by Section 13(d)(3) of the Exchange Act) acquires or gains
     ownership or control of (including, without limitation, power to vote) more
     than 50% of the outstanding shares of Common Stock, (iv) the Company is to
     be dissolved and liquidated, or (v) as a result of or in connection with a
     contested election of directors, the persons who were directors of the
     Company before such election shall cease to constitute a majority of the
     Board (each such event in clauses (i) through (v) above is referred to
     herein as a "Corporate Change"), the Committee, in its sole discretion, may
     accelerate the time at which all or a portion of a Participant's shares of
     preferred stock may be converted for a limited period of time before or
     after a specified date.

     (xiii) CHANGES IN COMPANY'S CAPITAL STRUCTURE. If the outstanding shares of
     Common Stock or other securities of the Company, or both, for which the
     preferred stock is then convertible at any time be changed or exchanged by
     declaration of a stock dividend, stock split, combination of shares,
     recapitalization, or reorganization, the number and kind of shares of
     Common Stock or other securities which are subject to the Plan or subject
     to any preferred stock theretofore granted, and the conversion ratio, shall
     be adjusted only as provided in the designation of the preferred stock.

     (xiv) ACCELERATION OF CONVERSION OF PREFERRED STOCK. Except as hereinbefore
     expressly provided, (i) the issuance by the Company of shares of stock or
     any class of securities convertible into shares of stock of any class, for
     cash, property, labor or services, upon direct sale, upon the conversion of
     rights or warrants to subscribe therefor, or upon conversion of shares or
     obligations of the Company convertible into such shares or other
     securities, (ii) the payment of a dividend in property other than Common
     Stock or (iii) the occurrence of any similar transaction, and in any case
     whether or not for fair value, shall not affect, and no adjustment by
     reason thereof shall be made with respect to, the number of shares of
     Common Stock subject to preferred stock theretofore granted, unless the
     Committee shall determine, in its sole discretion, that an adjustment is
     necessary to provide equitable treatment to Participant. Notwithstanding
     anything to the contrary contained in this Plan, the Committee may, in its
     sole discretion, accelerate the time at which any preferred stock may be
     converted, including, but not limited to, upon the occurrence of the events
     specified in this Section 7(xiv).

SECTION 8. AMENDMENTS OR TERMINATION. The Board may amend, alter or discontinue
the Plan, but no amendment or alteration shall be made which would impair the
rights of any Participant, without his consent, under any option, warrantor
preferred stock theretofore granted.

SECTION 9. COMPLIANCE WITH OTHER LAWS AND REGULA TIONS. The Plan, the grant and
exercise of options or warrants and grant and conversion of preferred stock
thereunder, and the obligation of the Company to sell and deliver shares under
such options, warrants or preferred stock, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of such shares under any
federal or state law or issuance of any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable. Any adjustments provided for in subparagraphs 5(d)(xii), (xiii)
and (xiv) shall be subject to any shareholder action required by the corporate
law of the state of incorporation of the Company.

SECTION 10. PURCHASE FOR INVESTMENT. Unless the options, warrants, shares of
convertible preferred stock and shares of Common Stock covered by this Plan have
been registered under the Securities Act of 1933, as amended, or the Company has
determined that such registration is unnecessary, each person acquiring or
exercising an option or warrant under this Plan or converting shares of
preferred stock may be required by the Company to give a representation in
writing that he or she is acquiring such option or warrant or such shares for
his own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof.

SECTION 11. TAXES.

     (a) The Company may make such provisions as it may deem appropriate for the
     withholding of any taxes which it determines is required in connection with
     any options, warrants or preferred stock granted under this Plan.

     (b) Notwithstanding the terms of Paragraph 11 (a), any Participant may pay
     all or any portion of the taxes required to be withheld by the Company or
     paid by him or her in connection with the exercise of a nonqualified option
     or warrant or conversion of preferred stock by electing to have the Company
     withhold shares of Common Stock, or by delivering previously owned shares
     of Common Stock, having a fair market value, determined in accordance with
     Paragraph 5(d)(ii), equal to the amount required to be withheld or paid. A
     Participant must make the foregoing election on or before the date that the
     amount of tax to be withheld is determined ("Tax Date"). All such elections
     are irrevocable and subject to disapproval by the Committee. Elections by
     Covered Participants are subject to the following additional restrictions:
     (i) such election may not be made within six months of the grant of an
     option or warrant, provided that this limitation shall not apply in the
     event of death or disability, and (ii) such election must be made either
     six months or more prior to the Tax Date or in a Window Period. Where the
     Tax Date in respect of an option or warrant is deferred until six months
     after exercise and the Covered Participant elects share withholding, the
     full amount of shares of Common Stock will be issued or transferred to him
     upon exercise of the option or warrant, but he or she shall be
     unconditionally obligated to tender back to the Company the number of
     shares necessary to discharge the Company's withholding obligation or his
     estimated tax obligation on the Tax Date.

SECTION 12. REPLACEMENT OF OPTIONS, WARRANTS AND PREFERRED STOCK. The Committee
from time to time may permit a Participant under the Plan to surrender for
cancellation any unexercised outstanding option or warrant or unconverted
Preferred stock and receive from the Company in exchange an option, warrant or
preferred stock for such number of shares of Common Stock as may be designated
by the Committee. The Committee may, with the consent of the holder of any
outstanding option, warrant or preferred stock, amend such option, warrant or
preferred stock, including reducing the exercise price of any option or warrant
to not less than the fair market value of the Common Stock at the time of the
amendment, increasing the conversion ratio of any preferred stock and extending
the exercise or conversion term of and warrant, option or preferred stock.

SECTION 13. NO RIGHT TO COMP ANY EMPLOYMENT. Nothing in this Plan or as a result
of any option or warrant granted pursuant to this Plan shall confer on any
individual any right to continue in the employ of the Company or interfere in
any way with the right of the Company to terminate an individual's employment at
any time. The option, warrant or preferred stock agreements may contain such
provisions as the Committee may approve with reference to the effect of approved
leaves of absence.

SECTION 14. LIABILITY OF COMPANY. The Company and any Affiliate, which is in
existence or hereafter comes into existence, shall not be liable to a
Participant or other persons as to:

     (a) The Non-Issuance of Shares. The non-issuance or sale of shares as to
     which the Company has been unable to obtain from any regulatory body having
     jurisdiction the authority deemed by the Company's counsel to be necessary
     to the lawful issuance and sale of any shares hereunder; and

     (b) Tax Consequences. Any tax consequence expected, but not realized, by
     any Participant or other person due to the exercise of any option or
     warrant or the conversion of any preferred stock granted hereunder.

SECTION IS. EFFECTIVENESS AND EXPIRATION OF PLAN. The Plan shall be effective on
the date the Board adopts the Plan. The Plan shall expire ten years after the
date the Board approves the Plan and thereafter no option, warrant or preferred
stock shall be granted pursuant to the Plan.

SECTION 16. NON-EXCLUSIVITY OF THE PLAN. Neither the adoption by the Board nor
the submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including without
limitation, the granting of restricted stock or stock options, warrants or
preferred stock otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.

SECTION 17. GOVERNING LAW. This Plan and any agreements hereunder shall be
interpreted and construed in accordance with the laws of the state of
incorporation of the Company and applicable federal law.

SECTION 18. CASHLESS EXERCISE. The Committee also may allow cashless exercises
as permitted under Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions or by any other means which the Committee determines
to be consistent with the Plan's purpose and applicable law.

The proceeds from such a payment shall be added to the general funds of the
Company and shall be used for general corporate purposes.
EXHIBIT 5

ROCKE, McLEAN & SBAR
100 North Tampa Street, Suite 3575
Tampa, Florida  33602-5810
813.769-5600 TEL                                         Writer's Direct Line
813.769-5601  FAX                                                813-769-5618
www.rmslegal.com                                         Email:ralba@rmslegal

                               September 27, 2004

Insynq, Inc.
1127 Broadway Plaza, Suite 202
Tacoma, WA 98402

Re:  Amendment No. 4 to the Form S-8 Registration Statement Relating to Insynq,
     Inc. 2002 Directors, Officers and Consultants Stock Option, Stock Warrant
     and Stock Award Plan

Ladies & Gentlemen:

                  We have acted as counsel for Insynq, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of Amendment No.
4 to the Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
increase in the number of shares authorized under the plan from 200,756 to
40,000,000 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), which may be issued pursuant to the 2002 Directors, Officers
and Consultants Stock Option, Stock Warrant and Stock Award Plan, as amended
(the "Plan"). This opinion letter is rendered pursuant to Item 8 of Form S-8 and
Item 601(b)(3) of Regulation S-K. The additional 39,799,244 shares of Common
Stock issuable pursuant to the Plan are referred to herein as the "Shares."

         We have examined and are familiar with the Articles of Incorporation of
the Company filed with the Secretary of State of the State of Nevada, Bylaws of
the Company, proceedings of the Board of Directors of the Company in connection
with the adoption of the Plan, and such other records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions set forth in this opinion letter.

         Based on the foregoing, it is our opinion that the Shares of common
stock covered by the Registration Statement and to be issued pursuant to the
Plan, when issued in accordance with the terms and conditions of the Plan, will
be duly and validly issued, fully paid and non-assessable.

         We have, with your permission, assumed that the provisions of the
Nevada Revised Statutes are substantially the same as the Florida Business
Corporation Act with respect to the subject matter of this opinion. We are
licensed to practice law in the State of Florida and express no opinion as to
any laws other than those of the State of Florida and the federal laws of the
United States of America.

         This opinion letter is provided to you for your benefit and for the
benefit of the Securities and Exchange Commission, in each case, solely with
regard to the Registration Statement, may be relied upon by you and the
Commission only in connection with the Registration Statement, and may not be
relied upon by any other person or for any other purpose without our prior
Written consent. We hereby consent to the inclusion of this opinion as Exhibit 5
in the Registration Statement. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules or regulations
of the Commission promulgated thereunder.

                                      ROCKE, MCLEAN & SBAR

                                      By:  /s/ Russell T. Alba
                                      ---------------------------------------
                                      Russell T. Alba

RTA/mtv
EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Insynq, Inc.

We consent to the incorporation by reference in the foregoing Amendment No 4 to
the Registration Statement on Form S-8 of our report dated September 3, 2004,
relating to the financial statements of Insynq, Inc. which appears in the
Insynq, Inc. Annual Report on Form 10-KSB for the fiscal years ended May 31,
2004 and 2003, filed with the Securities and Exchange Commission on September
14, 2004.

/s/ Weinberg & Company P.A.
Weinberg & Company P.A.
Certified Public Accountants

Boca Raton, Florida
September 27, 2004