Registration No. 333-_________
As filed with the Securities and Exchange Commission on AUGUST 8, 2003
                                                        ==============

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ------------------

                                  INSYNQ, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Nevada                                  22-3894506
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                         1127 Broadway Plaza, Suite 202
                                Tacoma, WA 98402
                    (Address of principal executive offices)

                          2003 Consultant Services Plan
                            (Full title of the plan)
                                                            Copy to:
                John P. Gorst
           Chief Executive Officer                 Russell T. Alba, Esquire
        1127 Broadway Plaza, Suite 202                  Foley & Lardner
               Tacoma, WA 98402              100 North Tampa Street, Suite 2700
                (253) 284-2000                       Tampa, Florida 33602
     (Name, address and telephone number,               (813) 229-2300
  including area code, of agent for service)
                              --------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------- ------------------- ------------------------ ----------------------- -------------------
                        PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE       OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
     BE REGISTERED          REGISTERED(1)            SHARE (2)               PRICE (2)           REGISTRATION FEE
<S>                           <C>                    <C>                  <C>                     <C>

Common Stock,
$.001 par value               39,740,744               $.01                 $397,407.44              $32.15
Options to Purchase           34,259,256              $.01(3)              $342,592.56(3)          $27.72(3)
Common Stocks
         TOTAL                74,000,000                                                             $59.87
------------------------- ------------------- ------------------------ ----------------------- -------------------
</TABLE>
<PAGE>

(1) The provisions of Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act") shall apply to this  Registration  Statement and the number of
shares registered on this Registration Statement shall increase or decrease as a
result of stock splits, stock dividends, or similar transactions.

(2) Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933 solely
for the purpose of calculating  the  registration  fee based on the average (any
day within  five days) of the bid and ask price of the Common  Stock as reported
on OTCBB on August 5, 2003.

(3) Estimated  solely for the purpose of calculating the  registration  fee. The
fee is calculated  upon the basis of the average  between the high and low sales
prices for shares of common stock of the  Registrant as reported on the OTCBB on
August 5, 2003 pursuant to Rules 457(c) and 457(h) under the Securities Act.




                                       S-1
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  The document or documents containing the information specified
in  Part I are not  required  to be  filed  with  the  Securities  and  Exchange
Commission ("Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following  documents have been previously filed by Insynq,
Inc.  (the  "Company")  with  the  Commission  and are  incorporated  herein  by
reference:

(a) The Company's  Annual Report on Form 10-KSB filed on September 23, 2002, for
the fiscal year ended May 31, 2002, which includes audited financial  statements
as of and for the year ended May 31, 2002.

(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since May
31, 2002.

(c) All documents  subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and  15(d) of the  Exchange  Act  after  the date of  filing  of this
Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in  a  document  incorporated  or  deemed
incorporated  herein by reference  shall be deemed to be modified or  superceded
for the purpose of this  registration  statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document  which is also, or is
deemed to be,  incorporated  herein by  reference  modifies or  supercedes  such
statement.  Any such  statement so modified or  superceded  shall not be deemed,
except as so modified or superceded,  to constitute a part of this  registration
statement.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                                      S-2
<PAGE>

                  The Company's  Articles of  Incorporation  and Bylaws  provide
that the Company shall indemnify directors and executive officers to the fullest
extent now or hereafter permitted under Nevada law.

Item 7.           Exemption from Registration Claimed.

                  Not Applicable.

Item 8.           EXHIBITS.
                  --------

                  The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:

       Exhibit No.                          Exhibit

(4.1)      2003 Consulting Services Agreement with James A. Reskin

(4.2)      2003 Consulting Services Agreement with Harvey Levin

(4.3)      2003 Consulting Services Agreement with D. Scott Elliott

(5)        Opinion of Foley & Lardner

(23.1)     Consent of Weinberg & Company, P.A., Certified Public Accountants

(23.2)     Consent of Foley & Lardner (contained in Exhibit 5 hereto)

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

Item 9.           Undertakings.

                  (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities  offered herein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                      S-3
<PAGE>

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   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 8th day of August, 2003.

                                     INSYNQ, INC.



                                     By:
                                        ----------------------------------------
                                     John P. Gorst
                                     Chief Executive Officer



                                      S-4
<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  P.   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)
John P. Gorst         and Director                               August 8, 2003



/s/ M. Carroll Benton Chief Financial Officer
M. Carroll Benton     and Director                               August 8, 2003


/s/ David D. Selmon
David D. Selmon       Director                                   August 8, 2003



                                      S-5
<PAGE>





                                  EXHIBIT INDEX

                    THE INSYNQ, INC. 2003 CONSULTANT SERVICES

Exhibit No.                         Exhibit

(4.1)       2003 Consulting Services Agreement with James A. Reskin

(4.2)       2003 Consulting Services Agreement with Harvey Levin

(4.3)       2003 Consulting Services Agreement with D. Scott Elliott

(5)         Opinion of Foley & Lardner

(23.1)      Consent of Weinberg & Company, P.A., Certified Public Accountants

(23.2)      Consent of Foley & Lardner (contained in Exhibit 5 hereto)

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


                                      S-6
<PAGE>



                                                                    EXHIBIT 4.1


                          CONSULTING SERVICES AGREEMENT

         This Consulting Services Agreement  ("Agreement"),  dated August _____,
2003, is made by and between James A Reskin, an individual ("Consultant"), whose
address  is 5809  Brittany  Valley Rd,  Lousville  Ky 40222,  and  Insynq  Inc.,
("Client"), having its principal place of business at 1127 Broadway Plaza, Suite
202, Tacoma Wa 98402.

                  WHEREAS,  Consultant has extensive  background and contacts in
the area of federal securities laws and regulations;

                  WHEREAS, Consultant desires to be engaged by Client to provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein;

                  WHEREAS, Client is a publicly held corporation with its common
stock shares  trading on the Bulletin  Board under the ticker symbol "ISYN," and
desires to further  develop its business and increase  it's common stock share's
value; and

                  WHEREAS,  Client  desires  to  engage  Consultant  to  provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein.

                  NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1. Services of Consultant.

         Consultant agrees to perform for Client all necessary services required
in working to bring about the  effectiveness  of the Client's  business  plan of
operations.  As such Consultant  will provide bona fide services to Client.  The
services to be provided by Consultant  will not be in connection  with the offer
or sale of securities in a capital-raising transaction, and will not directly or
indirectly promote or maintain a market for Client's securities.

2. Consideration.

                  Client   agrees  to  pay   Consultant,   as  his  fee  and  as
consideration for services  provided,  Five Hundred Thousand (500,000) shares of
common stock of Client freely tradable  pursuant to a Registration  Statement on
Form S-8 (the  "Shares").  The Shares are due and payable  immediately  upon the
effectiveness  of the Form S-8 Registration  Statement with the U.S.  Securities
and   Exchange   Commission   and  with  any   appropriate   states   securities
administrator.

                  In addition, the Consultant will receive an option to purchase
eight  million,  one  hundred  and one  thousand,  eight  hundred  and fifty one
(8,101,851) shares of common stock of

                                     S-7
<PAGE>

the Client (the "Option"). The Option may be exercised in two separate intervals
as follows:  3,472,222  shares at $.012 cents per share, and 4,629,629 shares at
$.015 cents per share.  The  Consultant  may exercise this Option within 90 days
from the date of this  Agreement,  but at no time will the Consultant own Shares
representing more than 4.9% of the Client's issued and outstanding common stock.
The Option does not entitle the  Consultant to any voting rights or other rights
as a  shareholder  of the Client,  or to any other  rights  whatever  except the
rights  herein  expressed  and such are set  forth,  and no  dividends  shall be
payable or accrue in respect of the Option or the interest represented hereby or
the common  shares  purchasable  thereunder  until or unless,  and except to the
extent that the Option shall be exercised.

3.       Confidentiality.

                  Each party  agrees that  during the course of this  Agreement,
information that is confidential or of a proprietary  nature may be disclosed to
the other party,  including,  but not limited to,  product and  business  plans,
software,  technical  processes and formulas,  source  codes,  product  designs,
sales, costs and other unpublished financial information,  advertising revenues,
usage  rates,  advertising  relationships,   projections,   and  marketing  data
("Confidential   Information").   Confidential  Information  shall  not  include
information  that the receiving  party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a source
other than the receiving  party,  (b) was known to the receiving party as of the
time of its disclosure,  (c) is independently  developed by the receiving party,
or (d) is  subsequently  learned from a third party not under a  confidentiality
obligation to the providing party.

4. Late Payment.

                  Client shall pay to Consultant all consideration due hereunder
within  fifteen (15) days of the due date.  Failure of Client to finally pay any
consideration  within  fifteen (15) days after the  applicable due date shall be
deemed  a  material  breach  of this  Agreement,  justifying  suspension  of the
performance  of the "Services"  provided by  Consultant,  and will be sufficient
cause for  immediate  termination  of this  Agreement  by  Consultant.  Any such
suspension will in no way relieve Client from payment of consideration,  and, in
the  event of  collection  enforcement,  Client  shall be  liable  for any costs
associated  with such  collection,  including,  but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.       Indemnification.

(a) Client.

                  Client  agrees to indemnify,  defend,  and shall hold harmless
Consultant  and /or his agents,  and to defend any action  brought  against said
parties with respect to any claim,  demand,  cause of action, debt or liability,
including  reasonable  attorneys'  fees to the extent  that such action is based
upon a claim  that:  (i) is true,  (ii)  would  constitute  a  breach  of any of
Client's  representations,  warranties, or agreements hereunder, or (iii) arises
out of the negligence or willful misconduct of Client, or any Client information
to be provided by Client, which violates any rights of third parties, including,
without  limitation,   rights  of  publicity,   privacy,  patents,   copyrights,
trademarks, trade secrets, and/or licenses.

                                      S-8
<PAGE>

(b) Consultant.

                  Consultant  agrees  to  indemnify,   defend,  and  shall  hold
harmless  Client,  its  directors,  employees and agents,  and defend any action
brought against same with respect to any claim, demand, cause of action, debt or
liability,  including  reasonable  attorneys'  fees,  to the extent that such an
action arises out of the gross negligence or willful misconduct of Consultant.

(c) Notice.

                  In claiming any  indemnification  hereunder,  the  indemnified
party shall promptly provide the  indemnifying  party with written notice of any
claim,  which the  indemnified  party  believes  falls  within  the scope of the
foregoing paragraphs.  The indemnified party may, at its expense,  assist in the
defense if it so chooses,  provided  that the  indemnifying  party shall control
such defense, and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be final without
the  indemnified  party's  written  consent,  which  shall  not be  unreasonably
withheld.

6. Limitation of Liability.

                  Consultant   shall   have  no   liability   with   respect  to
Consultant's  obligations  under this Agreement or otherwise for  consequential,
exemplary,  special, incidental, or punitive damages even if Consultant has been
advised of the  possibility  of such  damages.  In any event,  the  liability of
Consultant to Client for any reason and upon any cause of action,  regardless of
the form in which the  legal or  equitable  action  may be  brought,  including,
without limitation, any action in tort or contract, shall not exceed ten percent
(10%) of the consideration paid by Client to Consultant for the specific service
provided that is in question.

7. Termination and Renewal.

(a) Term.

                  This  Agreement  shall  become  effective  on the date of this
Agreement and terminate one (1) year thereafter. Unless otherwise agreed upon in
writing by Consultant and Client,  this  Agreement  shall not  automatically  be
renewed beyond its Term.

(b) Termination.

                  Either   party  may   terminate   this   Agreement  on  thirty
(30)-calendar  days written notice, or if prior to such action,  the other party
materially breaches any of its representations,  warranties or obligations under
this  Agreement.  Except as may be otherwise  provided in this  Agreement,  such
breach by either  party will  result in the other  party  being  responsible  to
reimburse the  non-defaulting  party for all costs incurred directly as a result
of the breach of this Agreement,  and shall be subject to such damages as may be
allowed  by law  including  all  attorneys'  fees and  costs of  enforcing  this
Agreement.

                                     S-9
<PAGE>

(c) Termination and Payment.

                  Upon any termination or expiration of this  Agreement,  Client
shall pay all unpaid and outstanding consideration through the effective date of
termination  or  expiration  of this  Agreement.  And upon such  termination  or
expiration,  Consultant  shall  provide  and  deliver  to  Client  any  and  all
outstanding   services  due  through  the  effective   date  of  termination  or
expiration.

8. Miscellaneous.

(a) Independent Contractor.

                  This  Agreement   establishes  an   "independent   contractor"
relationship between Consultant and Client.

(b). Rights Cumulative; Waivers.

                  The rights of each of the  parties  under this  Agreement  are
cumulative.  The rights of each of the parties hereunder shall not be capable of
being waived or varied other than by an express  waiver or variation in writing.
Any failure to exercise or any delay in exercising  any of such rights shall not
operate as a waiver or variation of that or any other such right.  Any defective
or  partial  exercise  of any of such  rights  shall not  preclude  any other or
further exercise of that or any other such right. No act or course of conduct or
negotiation  on the part of any party shall in any way preclude  such party from
exercising  any such right or  constitute a suspension  or any  variation of any
such right.

(c) Benefit; Successors Bound.

                  This   Agreement   and  the  terms,   covenants,   conditions,
provisions,  obligations,  undertakings,  rights, and benefits hereof,  shall be
binding  upon,  and shall inure to the benefit of, the  undersigned  parties and
their  heirs,  executors,  administrators,   representatives,   successors,  and
permitted assigns.

(d) Entire Agreement.

                  This  Agreement  contains  the entire  agreement  between  the
parties  with  respect to the  subject  matter  hereof.  There are no  promises,
agreements, conditions, undertakings,  understandings,  warranties, covenants or
representations,  oral or written, express or implied, between them with respect
to this  Agreement  or the matters  described in this  Agreement,  except as set
forth in this Agreement.  Any such  negotiations,  promises,  or  understandings
shall not be used to interpret or constitute this Agreement.

(e) Amendment.

                  This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

                                      S-10
<PAGE>

(f) Severability.

                  Each part of this  Agreement is intended to be  severable.  In
the event that any  provision  of this  Agreement is found by any court or other
authority  of  competent  jurisdiction  to be  illegal  or  unenforceable,  such
provision  shall be severed or  modified  to the extent  necessary  to render it
enforceable and as so severed or modified, this Agreement shall continue in full
force and effect.

(g) Section Headings.

                  The  Section  headings  in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

(h) Construction.

                  Unless the context otherwise  requires,  when used herein, the
singular  shall be deemed to include the plural,  the plural  shall be deemed to
include each of the  singular,  and pronouns of one or no gender shall be deemed
to include the equivalent pronoun of the other or no gender.

(i) Further Assurances.

                  In  addition  to the  instruments  and  documents  to be made,
executed and delivered  pursuant to this Agreement,  the parties hereto agree to
make,  execute and deliver or cause to be made,  executed and delivered,  to the
requesting  party such other  instruments  and to take such other actions as the
requesting party may reasonably require to carry out the terms of this Agreement
and the transactions contemplated hereby.

(j) Notices.

                  Any notice which is required or desired  under this  Agreement
shall  be given  in  writing  and may be sent by  personal  delivery  or by mail
(either a. United States mail, postage prepaid, or b. Federal Express or similar
generally  recognized  overnight carrier),  addressed as follows (subject to the
right to designate a different address by notice similarly given):

To Client:

John Gorst, CEO/President
Insynq Inc
1127 Broadway Plaza
Suite 202
Tacoma WA 98402

                                     S-11
<PAGE>
To Consultant:

James A. Reskin
5809 Brittany Valley Rd.
Louisville KY 40222

(l) Governing Law.

                  This  Agreement  shall  be  governed  by  the  interpreted  in
accordance  with  the laws of the  State  of  Nevada  without  reference  to its
conflicts  of laws rules or  principles.  Each of the  parties  consents  to the
exclusive  jurisdiction  of  the  federal  courts  of the  State  of  Nevada  in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on FORUM NON  COVENIENS,  to the bringing of any such  proceeding  in such
jurisdictions.

(m) Consents.

                  The  person  signing  this  Agreement  on behalf of each party
hereby  represents  and warrants  that he has the necessary  power,  consent and
authority to execute and deliver this Agreement on behalf of such party.

(n) Survival of Provisions.

                  The provisions  contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination or expiration of this Agreement.

(o) Execution in Counterparts.

                  This Agreement may be executed in any number of  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same agreement.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the date written
above.


                                 Insynq, Inc.

                                 By: ________________________
                                 John Gorst, CEO/President


                                     ________________________
                                     James A. Reskin



                                      S-12
<PAGE>

                                                                    EXHIBIT 4.2


                          CONSULTING SERVICES AGREEMENT

         This Consulting Services Agreement  ("Agreement"),  dated August _____,
2003, is made by and between Harvey Levin, an individual  ("Consultant"),  whose
address is 666 Bryant Street,  Denver,  Co. 80204, and Insynq Inc.,  ("Client"),
having its principal place of business at 1127 Broadway Plaza, Suite 202, Tacoma
Wa 98402.

                  WHEREAS,  Consultant has extensive  background and contacts in
the area of federal securities laws and regulations;

                  WHEREAS, Consultant desires to be engaged by Client to provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein;

                  WHEREAS, Client is a publicly held corporation with its common
stock shares  trading on the Bulletin  Board under the ticker symbol "ISYN," and
desires to further  develop its business and increase  it's common stock share's
value; and

                  WHEREAS,  Client  desires  to  engage  Consultant  to  provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein.

                  NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1. Services of Consultant.

                  Consultant agrees to perform for Client all necessary services
required in working to bring about the  effectiveness  of the Client's  business
plan of  operations.  As such  Consultant  will  provide  bona fide  services to
Client. The services to be provided by Consultant will not be in connection with
the offer or sale of securities in a capital-raising  transaction,  and will not
directly or indirectly promote or maintain a market for Client's securities.

2. Consideration.

                  Client   agrees  to  pay   Consultant,   as  his  fee  and  as
consideration for services  provided,  Five Hundred Thousand (500,000) shares of
common stock of Client freely tradable  pursuant to a Registration  Statement on
Form S-8 (the  "Shares").  The Shares are due and payable  immediately  upon the
effectiveness  of the Form S-8 Registration  Statement with the U.S.  Securities
and   Exchange   Commission   and  with  any   appropriate   states   securities
administrator.

                  In addition, the Consultant will receive an option to purchase
nine million, twenty seven thousand, seven hundred and seventy seven (9,027,777)
shares of  common  stock of the

                                      S-13
<PAGE>

Client.  The Option may be  exercised  in two  separate  intervals  as  follows:
3,472,222  shares at $.012 cents per share,  and 5,555,555 shares at $.015 cents
per share.  The Consultant may exercise this Option within 90 days from the date
of this Agreement,  but at no time will the Consultant own more than 4.9% of the
Client's  issued and outstanding  common stock.  The Option does not entitle the
Consultant to any voting rights or other rights as a shareholder  of the Client,
or to any other rights whatever except the rights herein  expressed and such are
set forth, and no dividends shall be payable or accrue in respect of this Option
or the interest  represented hereby or the common shares  purchasable  hereunder
until or unless, and except to the extent that the Option shall be exercised.

3.       Confidentiality.

                  Each party  agrees that  during the course of this  Agreement,
information that is confidential or of a proprietary  nature may be disclosed to
the other party,  including,  but not limited to,  product and  business  plans,
software,  technical  processes and formulas,  source  codes,  product  designs,
sales, costs and other unpublished financial information,  advertising revenues,
usage  rates,  advertising  relationships,   projections,   and  marketing  data
("Confidential   Information").   Confidential  Information  shall  not  include
information  that the receiving  party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a source
other than the receiving  party,  (b) was known to the receiving party as of the
time of its disclosure,  (c) is independently  developed by the receiving party,
or (d) is  subsequently  learned from a third party not under a  confidentiality
obligation to the providing party.

4. Late Payment.

                  Client shall pay to Consultant all consideration due hereunder
within  fifteen (15) days of the due date.  Failure of Client to finally pay any
consideration  within  fifteen (15) days after the  applicable due date shall be
deemed  a  material  breach  of this  Agreement,  justifying  suspension  of the
performance  of the "Services"  provided by  Consultant,  and will be sufficient
cause for  immediate  termination  of this  Agreement  by  Consultant.  Any such
suspension will in no way relieve Client from payment of consideration,  and, in
the  event of  collection  enforcement,  Client  shall be  liable  for any costs
associated  with such  collection,  including,  but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.       Indemnification.

(a) Client.

                  Client  agrees to indemnify,  defend,  and shall hold harmless
Consultant  and /or his agents,  and to defend any action  brought  against said
parties with respect to any claim,  demand,  cause of action, debt or liability,
including  reasonable  attorneys'  fees to the extent  that such action is based
upon a claim  that:  (i) is true,  (ii)  would  constitute  a  breach  of any of
Client's  representations,  warranties, or agreements hereunder, or (iii) arises
out of the negligence or willful misconduct of Client, or any Client information
to be provided by Client, which violates any rights of third parties, including,
without  limitation,   rights  of  publicity,   privacy,  patents,   copyrights,
trademarks, trade secrets, and/or licenses.

                                      S-14
<PAGE>


(b) Consultant.

                  Consultant  agrees  to  indemnify,   defend,  and  shall  hold
harmless  Client,  its  directors,  employees and agents,  and defend any action
brought against same with respect to any claim, demand, cause of action, debt or
liability,  including  reasonable  attorneys'  fees,  to the extent that such an
action arises out of the gross negligence or willful misconduct of Consultant.

(c) Notice.

                  In claiming any  indemnification  hereunder,  the  indemnified
party shall promptly provide the  indemnifying  party with written notice of any
claim,  which the  indemnified  party  believes  falls  within  the scope of the
foregoing paragraphs.  The indemnified party may, at its expense,  assist in the
defense if it so chooses,  provided  that the  indemnifying  party shall control
such defense, and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be final without
the  indemnified  party's  written  consent,  which  shall  not be  unreasonably
withheld.

6. Limitation of Liability.

                  Consultant   shall   have  no   liability   with   respect  to
Consultant's  obligations  under this Agreement or otherwise for  consequential,
exemplary,  special, incidental, or punitive damages even if Consultant has been
advised of the  possibility  of such  damages.  In any event,  the  liability of
Consultant to Client for any reason and upon any cause of action,  regardless of
the form in which the  legal or  equitable  action  may be  brought,  including,
without limitation, any action in tort or contract, shall not exceed ten percent
(10%) of the consideration paid by Client to Consultant for the specific service
provided that is in question.


7. Termination and Renewal.

(a) Term.

                  This  Agreement  shall  become  effective  on the date of this
Agreement and terminate one (1) year thereafter. Unless otherwise agreed upon in
writing by Consultant and Client,  this  Agreement  shall not  automatically  be
renewed beyond its Term.

(b) Termination.

                  Either   party  may   terminate   this   Agreement  on  thirty
(30)-calendar  days written notice, or if prior to such action,  the other party
materially breaches any of its representations,  warranties or obligations under
this  Agreement.  Except as may be otherwise  provided in this  Agreement,  such
breach by either  party will  result in the other  party  being  responsible  to
reimburse the  non-defaulting  party for all costs incurred directly as a result
of the breach of this Agreement,  and shall be subject to such damages as may be
allowed  by law  including  all  attorneys'  fees and  costs of  enforcing  this
Agreement.

                                      S-15
<PAGE>


(c) Termination and Payment.

                  Upon any termination or expiration of this  Agreement,  Client
shall pay all unpaid and outstanding consideration through the effective date of
termination  or  expiration  of this  Agreement.  And upon such  termination  or
expiration,  Consultant  shall  provide  and  deliver  to  Client  any  and  all
outstanding   services  due  through  the  effective   date  of  termination  or
expiration.

8. Miscellaneous.

(a) Independent Contractor.

                  This  Agreement   establishes  an   "independent   contractor"
relationship between Consultant and Client.

(b). Rights Cumulative; Waivers.

                  The rights of each of the  parties  under this  Agreement  are
cumulative.  The rights of each of the parties hereunder shall not be capable of
being waived or varied other than by an express  waiver or variation in writing.
Any failure to exercise or any delay in exercising  any of such rights shall not
operate as a waiver or variation of that or any other such right.  Any defective
or  partial  exercise  of any of such  rights  shall not  preclude  any other or
further exercise of that or any other such right. No act or course of conduct or
negotiation  on the part of any party shall in any way preclude  such party from
exercising  any such right or  constitute a suspension  or any  variation of any
such right.

(c) Benefit; Successors Bound.

                  This   Agreement   and  the  terms,   covenants,   conditions,
provisions,  obligations,  undertakings,  rights, and benefits hereof,  shall be
binding  upon,  and shall inure to the benefit of, the  undersigned  parties and
their  heirs,  executors,  administrators,   representatives,   successors,  and
permitted assigns.

(d) Entire Agreement.

                  This  Agreement  contains  the entire  agreement  between  the
parties  with  respect to the  subject  matter  hereof.  There are no  promises,
agreements, conditions, undertakings,  understandings,  warranties, covenants or
representations,  oral or written, express or implied, between them with respect
to this  Agreement  or the matters  described in this  Agreement,  except as set
forth in this Agreement.  Any such  negotiations,  promises,  or  understandings
shall not be used to interpret or constitute this Agreement.

(e) Amendment.

                  This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

                                      S-16
<PAGE>


(f) Severability.

                  Each part of this  Agreement is intended to be  severable.  In
the event that any  provision  of this  Agreement is found by any court or other
authority  of  competent  jurisdiction  to be  illegal  or  unenforceable,  such
provision  shall be severed or  modified  to the extent  necessary  to render it
enforceable and as so severed or modified, this Agreement shall continue in full
force and effect.

(g) Section Headings.

                  The  Section  headings  in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

(h) Construction.

                  Unless the context otherwise  requires,  when used herein, the
singular  shall be deemed to include the plural,  the plural  shall be deemed to
include each of the  singular,  and pronouns of one or no gender shall be deemed
to include the equivalent pronoun of the other or no gender.

(i) Further Assurances.

                  In  addition  to the  instruments  and  documents  to be made,
executed and delivered  pursuant to this Agreement,  the parties hereto agree to
make,  execute and deliver or cause to be made,  executed and delivered,  to the
requesting  party such other  instruments  and to take such other actions as the
requesting party may reasonably require to carry out the terms of this Agreement
and the transactions contemplated hereby.

(j) Notices.

                  Any notice which is required or desired  under this  Agreement
shall  be given  in  writing  and may be sent by  personal  delivery  or by mail
(either a. United States mail, postage prepaid, or b. Federal Express or similar
generally  recognized  overnight carrier),  addressed as follows (subject to the
right to designate a different address by notice similarly given):

To Client:

John Gorst, CEO/President
Insynq Inc
1127 Broadway Plaza
Suite 202
Tacoma WA 98402


                                      S-17
<PAGE>

To Consultant:

Harvey Levin
666 Bryant St.
Denver, CO 80204

(l) Governing Law.

                  This  Agreement  shall  be  governed  by  the  interpreted  in
accordance  with  the laws of the  State  of  Nevada  without  reference  to its
conflicts  of laws rules or  principles.  Each of the  parties  consents  to the
exclusive  jurisdiction  of  the  federal  courts  of the  State  of  Nevada  in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on FORUM NON  COVENIENS,  to the bringing of any such  proceeding  in such
jurisdictions.

(m) Consents.

                  The  person  signing  this  Agreement  on behalf of each party
hereby  represents  and warrants  that he has the necessary  power,  consent and
authority to execute and deliver this Agreement on behalf of such party.

(n) Survival of Provisions.

                  The provisions  contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination or expiration of this Agreement.

(o) Execution in Counterparts.

                  This Agreement may be executed in any number of  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same agreement.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the date written
above.


                                 Insynq, Inc.

                                 By: ________________________
                                     John Gorst, CEO/President


                                     ________________________
                                       Harvey Levin




                                      S-18
<PAGE>
                                                                     EXHIBIT 4.3


                          CONSULTING SERVICES AGREEMENT

         This Consulting Services Agreement  ("Agreement"),  dated August _____,
2003,  is made by and between D Scott  Elliott,  an  individual  ("Consultant"),
whose  address is 501 Manatee  Ave,  Suite B Holmes  Beach FL 34217,  and Insynq
Inc., ("Client"), having its principal place of business at 1127 Broadway Plaza,
Suite 202, Tacoma Wa 98402.

                  WHEREAS,  Consultant has extensive  background and contacts in
the area of federal securities laws and regulations;

                  WHEREAS, Consultant desires to be engaged by Client to provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein;

                  WHEREAS, Client is a publicly held corporation with its common
stock shares  trading on the bulletin  board under the ticker symbol "ISYN," and
desires to further  develop its business and increase  it's common stock share's
value; and

                  WHEREAS,  Client  desires  to  engage  Consultant  to  provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein.

                  NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1. Services of Consultant.

                  Consultant agrees to perform for Client all necessary services
required in working to bring about the  effectiveness  of the Client's  business
plan of  operations.  As such  Consultant  will  provide  bona fide  services to
Client. The services to be provided by Consultant will not be in connection with
the offer or sale of securities in a capital-raising  transaction,  and will not
directly or indirectly promote or maintain a market for Client's securities.

2. Consideration.

                  Client   agrees  to  pay   Consultant,   as  his  fee  and  as
consideration  for  services  provided,  twenty  one  million  six  hundred  and
sixty-six  thousand  six  hundred and sixty -six  (21,666,666)  shares of Common
Stock of Client,  freely tradable  pursuant to a Registration  Statement on Form
S-8  (the  "Shares").  The  Shares  are due and  payable  immediately  upon  the
effectiveness  of the Form S-8 Registration  Statement with the U.S.  Securities
and   Exchange   Commission   and  with  any   appropriate   states   securities
administrator.




                                      S-19
<PAGE>





3.       Confidentiality.

                  Each party  agrees that  during the course of this  Agreement,
information that is confidential or of a proprietary  nature may be disclosed to
the other party,  including,  but not limited to,  product and  business  plans,
software,  technical  processes and formulas,  source  codes,  product  designs,
sales, costs and other unpublished financial information,  advertising revenues,
usage  rates,  advertising  relationships,   projections,   and  marketing  data
("Confidential   Information").   Confidential  Information  shall  not  include
information  that the receiving  party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a source
other than the receiving  party,  (b) was known to the receiving party as of the
time of its disclosure,  (c) is independently  developed by the receiving party,
or (d) is  subsequently  learned from a third party not under a  confidentiality
obligation to the providing party.

4. Late Payment.

                  Client shall pay to Consultant all consideration due hereunder
within  fifteen (15) days of the due date.  Failure of Client to finally pay any
consideration  within  fifteen (15) days after the  applicable due date shall be
deemed  a  material  breach  of this  Agreement,  justifying  suspension  of the
performance  of the "Services"  provided by  Consultant,  and will be sufficient
cause for  immediate  termination  of this  Agreement  by  Consultant.  Any such
suspension will in no way relieve Client from payment of consideration,  and, in
the  event of  collection  enforcement,  Client  shall be  liable  for any costs
associated  with such  collection,  including,  but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.       Indemnification.

(a) Client.

                  Client  agrees to indemnify,  defend,  and shall hold harmless
Consultant  and /or his agents,  and to defend any action  brought  against said
parties with respect to any claim,  demand,  cause of action, debt or liability,
including  reasonable  attorneys'  fees to the extent  that such action is based
upon a claim  that:  (i) is true,  (ii)  would  constitute  a  breach  of any of
Client's  representations,  warranties, or agreements hereunder, or (iii) arises
out of the negligence or willful misconduct of Client, or any Client information
to be provided by Client, which violates any rights of third parties, including,
without  limitation,   rights  of  publicity,   privacy,  patents,   copyrights,
trademarks, trade secrets, and/or licenses.

(b) Consultant.

                  Consultant  agrees  to  indemnify,   defend,  and  shall  hold
harmless  Client,  its  directors,  employees and agents,  and defend any action
brought against same with respect to any claim, demand, cause of action, debt or
liability,  including  reasonable  attorneys'  fees,  to the extent that such an
action arises out of the gross negligence or willful misconduct of Consultant.

                                      S-20
<PAGE>

(c) Notice.

                  In claiming any  indemnification  hereunder,  the  indemnified
party shall promptly provide the  indemnifying  party with written notice of any
claim,  which the  indemnified  party  believes  falls  within  the scope of the
foregoing paragraphs.  The indemnified party may, at its expense,  assist in the
defense if it so chooses,  provided  that the  indemnifying  party shall control
such defense, and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be final without
the  indemnified  party's  written  consent,  which  shall  not be  unreasonably
withheld.

6. Limitation of Liability.

                  Consultant   shall   have  no   liability   with   respect  to
Consultant's  obligations  under this Agreement or otherwise for  consequential,
exemplary,  special, incidental, or punitive damages even if Consultant has been
advised of the  possibility  of such  damages.  In any event,  the  liability of
Consultant to Client for any reason and upon any cause of action,  regardless of
the form in which the  legal or  equitable  action  may be  brought,  including,
without limitation, any action in tort or contract, shall not exceed ten percent
(10%) of the consideration paid by Client to Consultant for the specific service
provided that is in question.


7. Termination and Renewal.

(a) Term.

                  This  Agreement  shall  become  effective  on the date of this
Agreement and terminate one (1) year thereafter. Unless otherwise agreed upon in
writing by Consultant and Client,  this  Agreement  shall not  automatically  be
renewed beyond its Term.

(b) Termination.

                  Either   party  may   terminate   this   Agreement  on  thirty
(30)-calendar  days written notice, or if prior to such action,  the other party
materially breaches any of its representations,  warranties or obligations under
this  Agreement.  Except as may be otherwise  provided in this  Agreement,  such
breach by either  party will  result in the other  party  being  responsible  to
reimburse the  non-defaulting  party for all costs incurred directly as a result
of the breach of this Agreement,  and shall be subject to such damages as may be
allowed  by law  including  all  attorneys'  fees and  costs of  enforcing  this
Agreement.

(c) Termination and Payment.

                  Upon any termination or expiration of this  Agreement,  Client
shall pay all unpaid and outstanding consideration through the effective date of
termination  or  expiration  of this  Agreement.  And upon such  termination  or
expiration,  Consultant  shall  provide  and  deliver  to  Client  any  and  all
outstanding   services  due  through  the  effective   date  of  termination  or
expiration.

                                      S-21
<PAGE>


8. Miscellaneous.

(a) Independent Contractor.

                  This  Agreement   establishes  an   "independent   contractor"
relationship between Consultant and Client.

(b) Rights Cumulative; Waivers.

                  The rights of each of the  parties  under this  Agreement  are
cumulative.  The rights of each of the parties hereunder shall not be capable of
being waived or varied other than by an express  waiver or variation in writing.
Any failure to exercise or any delay in exercising  any of such rights shall not
operate as a waiver or variation of that or any other such right.  Any defective
or  partial  exercise  of any of such  rights  shall not  preclude  any other or
further exercise of that or any other such right. No act or course of conduct or
negotiation  on the part of any party shall in any way preclude  such party from
exercising  any such right or  constitute a suspension  or any  variation of any
such right.

(c) Benefit; Successors Bound.

                  This   Agreement   and  the  terms,   covenants,   conditions,
provisions,  obligations,  undertakings,  rights, and benefits hereof,  shall be
binding  upon,  and shall inure to the benefit of, the  undersigned  parties and
their  heirs,  executors,  administrators,   representatives,   successors,  and
permitted assigns.

(d) Entire Agreement.

                  This  Agreement  contains  the entire  agreement  between  the
parties  with  respect to the  subject  matter  hereof.  There are no  promises,
agreements, conditions, undertakings,  understandings,  warranties, covenants or
representations,  oral or written, express or implied, between them with respect
to this  Agreement  or the matters  described in this  Agreement,  except as set
forth in this Agreement.  Any such  negotiations,  promises,  or  understandings
shall not be used to interpret or constitute this Agreement.

(e) Amendment.

                  This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(f) Severability.

                  Each part of this  Agreement is intended to be  severable.  In
the event that any  provision  of this  Agreement is found by any court or other
authority  of  competent  jurisdiction  to be  illegal  or  unenforceable,  such
provision  shall be severed or  modified  to the extent  necessary  to render it
enforceable and as so severed or modified, this Agreement shall continue in full
force and effect.

                                      S-22
<PAGE>

(g) Section Headings.

                  The  Section  headings  in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

(h) Construction.

                  Unless the context otherwise  requires,  when used herein, the
singular  shall be deemed to include the plural,  the plural  shall be deemed to
include each of the  singular,  and pronouns of one or no gender shall be deemed
to include the equivalent pronoun of the other or no gender.

(i) Further Assurances.

                  In  addition  to the  instruments  and  documents  to be made,
executed and delivered  pursuant to this Agreement,  the parties hereto agree to
make,  execute and deliver or cause to be made,  executed and delivered,  to the
requesting  party such other  instruments  and to take such other actions as the
requesting party may reasonably require to carry out the terms of this Agreement
and the transactions contemplated hereby.

(j) Notices.

                  Any notice which is required or desired  under this  Agreement
shall  be given  in  writing  and may be sent by  personal  delivery  or by mail
(either a. United States mail, postage prepaid, or b. Federal Express or similar
generally  recognized  overnight carrier),  addressed as follows (subject to the
right to designate a different address by notice similarly given):

To Client:

John Gorst, CEO/President
Insynq Inc
1127 Broadway Plaza
Suite 202
Tacoma WA 98402

To Consultant:

D. Scott Elliott 501 Manatee Ave.
Suite B
Holmes Beach, FL 34217

                                      S-23
<PAGE>
(l) Governing Law.

                  This  Agreement  shall  be  governed  by  the  interpreted  in
accordance  with  the laws of the  State  of  Nevada  without  reference  to its
conflicts  of laws rules or  principles.  Each of the  parties  consents  to the
exclusive  jurisdiction  of  the  federal  courts  of the  State  of  Nevada  in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on FORUM NON  COVENIENS,  to the bringing of any such  proceeding  in such
jurisdictions.

(m) Consents.

                  The  person  signing  this  Agreement  on behalf of each party
hereby  represents  and warrants  that he has the necessary  power,  consent and
authority to execute and deliver this Agreement on behalf of such party.

(n) Survival of Provisions.

                  The provisions  contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination or expiration of this Agreement.

(o) Execution in Counterparts.

                  This Agreement may be executed in any number of  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same agreement.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the date written
above.


                                Insynq, Inc.

                               By: ________________________
                               John Gorst, CEO/President


                                   ________________________
                                      D. Scott Elliott


                                      S-24
<PAGE>


                                                                      EXHIBIT 5


                                             FOLEY:LARDNER
                                             ATTORNEYS AT LAW
BRUSSELS                                    [GRAPHIC OMITTED][GRAPHIC OMITTED]
CHICAGO
DENVER
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
ORLANDO
SACRAMENTO
SAN DIEGO/DEL MAR
SAN FRANCISCO
TALLAHASSEE
TAMPA
WASHINGTON, D.C.
WEST PALM BEACH

                                 August 8, 2003

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


Re:      Registration Statement on Form S-8 Relating to
         Insynq, Inc. 2003 Consultant Services Plan

Ladies & Gentlemen:

                  We  have  acted  as  counsel  for  Insynq,   Inc.,   a  Nevada
corporation  (the  "Company"),  in connection with the preparation of a 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 39,796,294, comprising of 22,666,666
shares of the Company's  Common Stock,  $.01 par value per share and  17,129,628
options to purchase the Company's  Common  Stock,  $.01 par value per share (the
"Common Stock"), which may be issued or acquired pursuant to the 2003 Consultant
Services Plan (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  39,796,294  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.


FOLEY & LARDNER             WRITER'S DIRECT LINE          CLIENT/MATTER NUMBER
100 North Tampa Street, Suite 2700
Tampa, Florida  33602-5810
P.O. Box 3391
Tampa, Florida 33601-3391   EMAIL ADDRESS
                            mtraber@foleylaw.com

TEL: 813.229.2300
FAX: 813.221.4210
www.foleylardner.com


                                      S-25
<PAGE>





                  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 legally and validly issued, fully paid and nonassessable.

                  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.


                                 FOLEY & LARDNER



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

RTA/mtv


                                      S-26
<PAGE>






                                                                 EXHIBIT 24.1

>



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



TO: Insynq, Inc.

                  We hereby  consent to the  incorporation  by  reference in the
foregoing  Registration  Statement on Form S-8 of our report dated  September 6,
2002,  relating to the  financial  statements of Insynq,  Inc.  appearing in the
Insynq, Inc. Annual Report on Form 10-KSB for the year ended May 31, 2002, filed
with the Securities and Exchange Commission on September 23, 2002.

                                                   Weinberg & Company P.A.
                                                   Certified Public Accountants
                                                   Boca Raton, Florida

                                                   August 8, 2003
[{"type": "S-8", "sequence": "1", "filename": "s8aug.txt", "description": "AUGUST 2003 S-8", "secsgml_size_bytes": 64462}]
{"company-data": {"conformed-name": "INSYNQ INC", "cik": "0000914626", "assigned-sic": "7990", "irs-number": "742964608", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107784", "film-number": "03831587"}, "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 AUGUST 8, 2003
                                                        ==============

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ------------------

                                  INSYNQ, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Nevada                                  22-3894506
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                         1127 Broadway Plaza, Suite 202
                                Tacoma, WA 98402
                    (Address of principal executive offices)

                          2003 Consultant Services Plan
                            (Full title of the plan)
                                                            Copy to:
                John P. Gorst
           Chief Executive Officer                 Russell T. Alba, Esquire
        1127 Broadway Plaza, Suite 202                  Foley & Lardner
               Tacoma, WA 98402              100 North Tampa Street, Suite 2700
                (253) 284-2000                       Tampa, Florida 33602
     (Name, address and telephone number,               (813) 229-2300
  including area code, of agent for service)
                              --------------------------

                         CALCULATION OF REGISTRATION FEE
------------------------- ------------------- ------------------------ ----------------------- -------------------
                        PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE       OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
     BE REGISTERED          REGISTERED(1)            SHARE (2)               PRICE (2)           REGISTRATION FEE
Common Stock,
$.001 par value               39,740,744               $.01                 $397,407.44              $32.15
Options to Purchase           34,259,256              $.01(3)              $342,592.56(3)          $27.72(3)
Common Stocks
         TOTAL                74,000,000                                                             $59.87
------------------------- ------------------- ------------------------ ----------------------- -------------------
(1) The provisions of Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act") shall apply to this  Registration  Statement and the number of
shares registered on this Registration Statement shall increase or decrease as a
result of stock splits, stock dividends, or similar transactions.

(2) Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933 solely
for the purpose of calculating  the  registration  fee based on the average (any
day within  five days) of the bid and ask price of the Common  Stock as reported
on OTCBB on August 5, 2003.

(3) Estimated  solely for the purpose of calculating the  registration  fee. The
fee is calculated  upon the basis of the average  between the high and low sales
prices for shares of common stock of the  Registrant as reported on the OTCBB on
August 5, 2003 pursuant to Rules 457(c) and 457(h) under the Securities Act.

                                       S-1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  The document or documents containing the information specified
in  Part I are not  required  to be  filed  with  the  Securities  and  Exchange
Commission ("Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following  documents have been previously filed by Insynq,
Inc.  (the  "Company")  with  the  Commission  and are  incorporated  herein  by
reference:

(a) The Company's  Annual Report on Form 10-KSB filed on September 23, 2002, for
the fiscal year ended May 31, 2002, which includes audited financial  statements
as of and for the year ended May 31, 2002.

(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since May
31, 2002.

(c) All documents  subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and  15(d) of the  Exchange  Act  after  the date of  filing  of this
Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in  a  document  incorporated  or  deemed
incorporated  herein by reference  shall be deemed to be modified or  superceded
for the purpose of this  registration  statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document  which is also, or is
deemed to be,  incorporated  herein by  reference  modifies or  supercedes  such
statement.  Any such  statement so modified or  superceded  shall not be deemed,
except as so modified or superceded,  to constitute a part of this  registration
statement.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                                      S-2
The Company's  Articles of  Incorporation  and Bylaws  provide
that the Company shall indemnify directors and executive officers to the fullest
extent now or hereafter permitted under Nevada law.

Item 7.           Exemption from Registration Claimed.

                  Not Applicable.

Item 8.           EXHIBITS.
                  --------

                  The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:

       Exhibit No.                          Exhibit

(4.1)      2003 Consulting Services Agreement with James A. Reskin

(4.2)      2003 Consulting Services Agreement with Harvey Levin

(4.3)      2003 Consulting Services Agreement with D. Scott Elliott

(5)        Opinion of Foley & Lardner

(23.1)     Consent of Weinberg & Company, P.A., Certified Public Accountants

(23.2)     Consent of Foley & Lardner (contained in Exhibit 5 hereto)

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

Item 9.           Undertakings.

                  (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities  offered herein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                      S-3
(b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   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 8th day of August, 2003.

                                     INSYNQ, INC.

                                     By:
                                        ----------------------------------------
                                     John P. Gorst
                                     Chief Executive Officer

                                      S-4
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  P.   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)
John P. Gorst         and Director                               August 8, 2003

/s/ M. Carroll Benton Chief Financial Officer
M. Carroll Benton     and Director                               August 8, 2003

/s/ David D. Selmon
David D. Selmon       Director                                   August 8, 2003

                                      S-5
EXHIBIT INDEX

                    THE INSYNQ, INC. 2003 CONSULTANT SERVICES

Exhibit No.                         Exhibit

(4.1)       2003 Consulting Services Agreement with James A. Reskin

(4.2)       2003 Consulting Services Agreement with Harvey Levin

(4.3)       2003 Consulting Services Agreement with D. Scott Elliott

(5)         Opinion of Foley & Lardner

(23.1)      Consent of Weinberg & Company, P.A., Certified Public Accountants

(23.2)      Consent of Foley & Lardner (contained in Exhibit 5 hereto)

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

                                      S-6
EXHIBIT 4.1

                          CONSULTING SERVICES AGREEMENT

         This Consulting Services Agreement  ("Agreement"),  dated August _____,
2003, is made by and between James A Reskin, an individual ("Consultant"), whose
address  is 5809  Brittany  Valley Rd,  Lousville  Ky 40222,  and  Insynq  Inc.,
("Client"), having its principal place of business at 1127 Broadway Plaza, Suite
202, Tacoma Wa 98402.

                  WHEREAS,  Consultant has extensive  background and contacts in
the area of federal securities laws and regulations;

                  WHEREAS, Consultant desires to be engaged by Client to provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein;

                  WHEREAS, Client is a publicly held corporation with its common
stock shares  trading on the Bulletin  Board under the ticker symbol "ISYN," and
desires to further  develop its business and increase  it's common stock share's
value; and

                  WHEREAS,  Client  desires  to  engage  Consultant  to  provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein.

                  NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1. Services of Consultant.

         Consultant agrees to perform for Client all necessary services required
in working to bring about the  effectiveness  of the Client's  business  plan of
operations.  As such Consultant  will provide bona fide services to Client.  The
services to be provided by Consultant  will not be in connection  with the offer
or sale of securities in a capital-raising transaction, and will not directly or
indirectly promote or maintain a market for Client's securities.

2. Consideration.

                  Client   agrees  to  pay   Consultant,   as  his  fee  and  as
consideration for services  provided,  Five Hundred Thousand (500,000) shares of
common stock of Client freely tradable  pursuant to a Registration  Statement on
Form S-8 (the  "Shares").  The Shares are due and payable  immediately  upon the
effectiveness  of the Form S-8 Registration  Statement with the U.S.  Securities
and   Exchange   Commission   and  with  any   appropriate   states   securities
administrator.

                  In addition, the Consultant will receive an option to purchase
eight  million,  one  hundred  and one  thousand,  eight  hundred  and fifty one
(8,101,851) shares of common stock of

                                     S-7
the Client (the "Option"). The Option may be exercised in two separate intervals
as follows:  3,472,222  shares at $.012 cents per share, and 4,629,629 shares at
$.015 cents per share.  The  Consultant  may exercise this Option within 90 days
from the date of this  Agreement,  but at no time will the Consultant own Shares
representing more than 4.9% of the Client's issued and outstanding common stock.
The Option does not entitle the  Consultant to any voting rights or other rights
as a  shareholder  of the Client,  or to any other  rights  whatever  except the
rights  herein  expressed  and such are set  forth,  and no  dividends  shall be
payable or accrue in respect of the Option or the interest represented hereby or
the common  shares  purchasable  thereunder  until or unless,  and except to the
extent that the Option shall be exercised.

3.       Confidentiality.

                  Each party  agrees that  during the course of this  Agreement,
information that is confidential or of a proprietary  nature may be disclosed to
the other party,  including,  but not limited to,  product and  business  plans,
software,  technical  processes and formulas,  source  codes,  product  designs,
sales, costs and other unpublished financial information,  advertising revenues,
usage  rates,  advertising  relationships,   projections,   and  marketing  data
("Confidential   Information").   Confidential  Information  shall  not  include
information  that the receiving  party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a source
other than the receiving  party,  (b) was known to the receiving party as of the
time of its disclosure,  (c) is independently  developed by the receiving party,
or (d) is  subsequently  learned from a third party not under a  confidentiality
obligation to the providing party.

4. Late Payment.

                  Client shall pay to Consultant all consideration due hereunder
within  fifteen (15) days of the due date.  Failure of Client to finally pay any
consideration  within  fifteen (15) days after the  applicable due date shall be
deemed  a  material  breach  of this  Agreement,  justifying  suspension  of the
performance  of the "Services"  provided by  Consultant,  and will be sufficient
cause for  immediate  termination  of this  Agreement  by  Consultant.  Any such
suspension will in no way relieve Client from payment of consideration,  and, in
the  event of  collection  enforcement,  Client  shall be  liable  for any costs
associated  with such  collection,  including,  but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.       Indemnification.

(a) Client.

                  Client  agrees to indemnify,  defend,  and shall hold harmless
Consultant  and /or his agents,  and to defend any action  brought  against said
parties with respect to any claim,  demand,  cause of action, debt or liability,
including  reasonable  attorneys'  fees to the extent  that such action is based
upon a claim  that:  (i) is true,  (ii)  would  constitute  a  breach  of any of
Client's  representations,  warranties, or agreements hereunder, or (iii) arises
out of the negligence or willful misconduct of Client, or any Client information
to be provided by Client, which violates any rights of third parties, including,
without  limitation,   rights  of  publicity,   privacy,  patents,   copyrights,
trademarks, trade secrets, and/or licenses.

                                      S-8
(b) Consultant.

                  Consultant  agrees  to  indemnify,   defend,  and  shall  hold
harmless  Client,  its  directors,  employees and agents,  and defend any action
brought against same with respect to any claim, demand, cause of action, debt or
liability,  including  reasonable  attorneys'  fees,  to the extent that such an
action arises out of the gross negligence or willful misconduct of Consultant.

(c) Notice.

                  In claiming any  indemnification  hereunder,  the  indemnified
party shall promptly provide the  indemnifying  party with written notice of any
claim,  which the  indemnified  party  believes  falls  within  the scope of the
foregoing paragraphs.  The indemnified party may, at its expense,  assist in the
defense if it so chooses,  provided  that the  indemnifying  party shall control
such defense, and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be final without
the  indemnified  party's  written  consent,  which  shall  not be  unreasonably
withheld.

6. Limitation of Liability.

                  Consultant   shall   have  no   liability   with   respect  to
Consultant's  obligations  under this Agreement or otherwise for  consequential,
exemplary,  special, incidental, or punitive damages even if Consultant has been
advised of the  possibility  of such  damages.  In any event,  the  liability of
Consultant to Client for any reason and upon any cause of action,  regardless of
the form in which the  legal or  equitable  action  may be  brought,  including,
without limitation, any action in tort or contract, shall not exceed ten percent
(10%) of the consideration paid by Client to Consultant for the specific service
provided that is in question.

7. Termination and Renewal.

(a) Term.

                  This  Agreement  shall  become  effective  on the date of this
Agreement and terminate one (1) year thereafter. Unless otherwise agreed upon in
writing by Consultant and Client,  this  Agreement  shall not  automatically  be
renewed beyond its Term.

(b) Termination.

                  Either   party  may   terminate   this   Agreement  on  thirty
(30)-calendar  days written notice, or if prior to such action,  the other party
materially breaches any of its representations,  warranties or obligations under
this  Agreement.  Except as may be otherwise  provided in this  Agreement,  such
breach by either  party will  result in the other  party  being  responsible  to
reimburse the  non-defaulting  party for all costs incurred directly as a result
of the breach of this Agreement,  and shall be subject to such damages as may be
allowed  by law  including  all  attorneys'  fees and  costs of  enforcing  this
Agreement.

                                     S-9
(c) Termination and Payment.

                  Upon any termination or expiration of this  Agreement,  Client
shall pay all unpaid and outstanding consideration through the effective date of
termination  or  expiration  of this  Agreement.  And upon such  termination  or
expiration,  Consultant  shall  provide  and  deliver  to  Client  any  and  all
outstanding   services  due  through  the  effective   date  of  termination  or
expiration.

8. Miscellaneous.

(a) Independent Contractor.

                  This  Agreement   establishes  an   "independent   contractor"
relationship between Consultant and Client.

(b). Rights Cumulative; Waivers.

                  The rights of each of the  parties  under this  Agreement  are
cumulative.  The rights of each of the parties hereunder shall not be capable of
being waived or varied other than by an express  waiver or variation in writing.
Any failure to exercise or any delay in exercising  any of such rights shall not
operate as a waiver or variation of that or any other such right.  Any defective
or  partial  exercise  of any of such  rights  shall not  preclude  any other or
further exercise of that or any other such right. No act or course of conduct or
negotiation  on the part of any party shall in any way preclude  such party from
exercising  any such right or  constitute a suspension  or any  variation of any
such right.

(c) Benefit; Successors Bound.

                  This   Agreement   and  the  terms,   covenants,   conditions,
provisions,  obligations,  undertakings,  rights, and benefits hereof,  shall be
binding  upon,  and shall inure to the benefit of, the  undersigned  parties and
their  heirs,  executors,  administrators,   representatives,   successors,  and
permitted assigns.

(d) Entire Agreement.

                  This  Agreement  contains  the entire  agreement  between  the
parties  with  respect to the  subject  matter  hereof.  There are no  promises,
agreements, conditions, undertakings,  understandings,  warranties, covenants or
representations,  oral or written, express or implied, between them with respect
to this  Agreement  or the matters  described in this  Agreement,  except as set
forth in this Agreement.  Any such  negotiations,  promises,  or  understandings
shall not be used to interpret or constitute this Agreement.

(e) Amendment.

                  This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

                                      S-10
(f) Severability.

                  Each part of this  Agreement is intended to be  severable.  In
the event that any  provision  of this  Agreement is found by any court or other
authority  of  competent  jurisdiction  to be  illegal  or  unenforceable,  such
provision  shall be severed or  modified  to the extent  necessary  to render it
enforceable and as so severed or modified, this Agreement shall continue in full
force and effect.

(g) Section Headings.

                  The  Section  headings  in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

(h) Construction.

                  Unless the context otherwise  requires,  when used herein, the
singular  shall be deemed to include the plural,  the plural  shall be deemed to
include each of the  singular,  and pronouns of one or no gender shall be deemed
to include the equivalent pronoun of the other or no gender.

(i) Further Assurances.

                  In  addition  to the  instruments  and  documents  to be made,
executed and delivered  pursuant to this Agreement,  the parties hereto agree to
make,  execute and deliver or cause to be made,  executed and delivered,  to the
requesting  party such other  instruments  and to take such other actions as the
requesting party may reasonably require to carry out the terms of this Agreement
and the transactions contemplated hereby.

(j) Notices.

                  Any notice which is required or desired  under this  Agreement
shall  be given  in  writing  and may be sent by  personal  delivery  or by mail
(either a. United States mail, postage prepaid, or b. Federal Express or similar
generally  recognized  overnight carrier),  addressed as follows (subject to the
right to designate a different address by notice similarly given):

To Client:

John Gorst, CEO/President
Insynq Inc
1127 Broadway Plaza
Suite 202
Tacoma WA 98402

                                     S-11
To Consultant:

James A. Reskin
5809 Brittany Valley Rd.
Louisville KY 40222

(l) Governing Law.

                  This  Agreement  shall  be  governed  by  the  interpreted  in
accordance  with  the laws of the  State  of  Nevada  without  reference  to its
conflicts  of laws rules or  principles.  Each of the  parties  consents  to the
exclusive  jurisdiction  of  the  federal  courts  of the  State  of  Nevada  in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on FORUM NON  COVENIENS,  to the bringing of any such  proceeding  in such
jurisdictions.

(m) Consents.

                  The  person  signing  this  Agreement  on behalf of each party
hereby  represents  and warrants  that he has the necessary  power,  consent and
authority to execute and deliver this Agreement on behalf of such party.

(n) Survival of Provisions.

                  The provisions  contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination or expiration of this Agreement.

(o) Execution in Counterparts.

                  This Agreement may be executed in any number of  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same agreement.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the date written
above.

                                 Insynq, Inc.

                                 By: ________________________
                                 John Gorst, CEO/President

                                     ________________________
                                     James A. Reskin

                                      S-12
EXHIBIT 4.2

                          CONSULTING SERVICES AGREEMENT

         This Consulting Services Agreement  ("Agreement"),  dated August _____,
2003, is made by and between Harvey Levin, an individual  ("Consultant"),  whose
address is 666 Bryant Street,  Denver,  Co. 80204, and Insynq Inc.,  ("Client"),
having its principal place of business at 1127 Broadway Plaza, Suite 202, Tacoma
Wa 98402.

                  WHEREAS,  Consultant has extensive  background and contacts in
the area of federal securities laws and regulations;

                  WHEREAS, Consultant desires to be engaged by Client to provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein;

                  WHEREAS, Client is a publicly held corporation with its common
stock shares  trading on the Bulletin  Board under the ticker symbol "ISYN," and
desires to further  develop its business and increase  it's common stock share's
value; and

                  WHEREAS,  Client  desires  to  engage  Consultant  to  provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein.

                  NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1. Services of Consultant.

                  Consultant agrees to perform for Client all necessary services
required in working to bring about the  effectiveness  of the Client's  business
plan of  operations.  As such  Consultant  will  provide  bona fide  services to
Client. The services to be provided by Consultant will not be in connection with
the offer or sale of securities in a capital-raising  transaction,  and will not
directly or indirectly promote or maintain a market for Client's securities.

2. Consideration.

                  Client   agrees  to  pay   Consultant,   as  his  fee  and  as
consideration for services  provided,  Five Hundred Thousand (500,000) shares of
common stock of Client freely tradable  pursuant to a Registration  Statement on
Form S-8 (the  "Shares").  The Shares are due and payable  immediately  upon the
effectiveness  of the Form S-8 Registration  Statement with the U.S.  Securities
and   Exchange   Commission   and  with  any   appropriate   states   securities
administrator.

                  In addition, the Consultant will receive an option to purchase
nine million, twenty seven thousand, seven hundred and seventy seven (9,027,777)
shares of  common  stock of the

                                      S-13
Client.  The Option may be  exercised  in two  separate  intervals  as  follows:
3,472,222  shares at $.012 cents per share,  and 5,555,555 shares at $.015 cents
per share.  The Consultant may exercise this Option within 90 days from the date
of this Agreement,  but at no time will the Consultant own more than 4.9% of the
Client's  issued and outstanding  common stock.  The Option does not entitle the
Consultant to any voting rights or other rights as a shareholder  of the Client,
or to any other rights whatever except the rights herein  expressed and such are
set forth, and no dividends shall be payable or accrue in respect of this Option
or the interest  represented hereby or the common shares  purchasable  hereunder
until or unless, and except to the extent that the Option shall be exercised.

3.       Confidentiality.

                  Each party  agrees that  during the course of this  Agreement,
information that is confidential or of a proprietary  nature may be disclosed to
the other party,  including,  but not limited to,  product and  business  plans,
software,  technical  processes and formulas,  source  codes,  product  designs,
sales, costs and other unpublished financial information,  advertising revenues,
usage  rates,  advertising  relationships,   projections,   and  marketing  data
("Confidential   Information").   Confidential  Information  shall  not  include
information  that the receiving  party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a source
other than the receiving  party,  (b) was known to the receiving party as of the
time of its disclosure,  (c) is independently  developed by the receiving party,
or (d) is  subsequently  learned from a third party not under a  confidentiality
obligation to the providing party.

4. Late Payment.

                  Client shall pay to Consultant all consideration due hereunder
within  fifteen (15) days of the due date.  Failure of Client to finally pay any
consideration  within  fifteen (15) days after the  applicable due date shall be
deemed  a  material  breach  of this  Agreement,  justifying  suspension  of the
performance  of the "Services"  provided by  Consultant,  and will be sufficient
cause for  immediate  termination  of this  Agreement  by  Consultant.  Any such
suspension will in no way relieve Client from payment of consideration,  and, in
the  event of  collection  enforcement,  Client  shall be  liable  for any costs
associated  with such  collection,  including,  but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.       Indemnification.

(a) Client.

                  Client  agrees to indemnify,  defend,  and shall hold harmless
Consultant  and /or his agents,  and to defend any action  brought  against said
parties with respect to any claim,  demand,  cause of action, debt or liability,
including  reasonable  attorneys'  fees to the extent  that such action is based
upon a claim  that:  (i) is true,  (ii)  would  constitute  a  breach  of any of
Client's  representations,  warranties, or agreements hereunder, or (iii) arises
out of the negligence or willful misconduct of Client, or any Client information
to be provided by Client, which violates any rights of third parties, including,
without  limitation,   rights  of  publicity,   privacy,  patents,   copyrights,
trademarks, trade secrets, and/or licenses.

                                      S-14
(b) Consultant.

                  Consultant  agrees  to  indemnify,   defend,  and  shall  hold
harmless  Client,  its  directors,  employees and agents,  and defend any action
brought against same with respect to any claim, demand, cause of action, debt or
liability,  including  reasonable  attorneys'  fees,  to the extent that such an
action arises out of the gross negligence or willful misconduct of Consultant.

(c) Notice.

                  In claiming any  indemnification  hereunder,  the  indemnified
party shall promptly provide the  indemnifying  party with written notice of any
claim,  which the  indemnified  party  believes  falls  within  the scope of the
foregoing paragraphs.  The indemnified party may, at its expense,  assist in the
defense if it so chooses,  provided  that the  indemnifying  party shall control
such defense, and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be final without
the  indemnified  party's  written  consent,  which  shall  not be  unreasonably
withheld.

6. Limitation of Liability.

                  Consultant   shall   have  no   liability   with   respect  to
Consultant's  obligations  under this Agreement or otherwise for  consequential,
exemplary,  special, incidental, or punitive damages even if Consultant has been
advised of the  possibility  of such  damages.  In any event,  the  liability of
Consultant to Client for any reason and upon any cause of action,  regardless of
the form in which the  legal or  equitable  action  may be  brought,  including,
without limitation, any action in tort or contract, shall not exceed ten percent
(10%) of the consideration paid by Client to Consultant for the specific service
provided that is in question.

7. Termination and Renewal.

(a) Term.

                  This  Agreement  shall  become  effective  on the date of this
Agreement and terminate one (1) year thereafter. Unless otherwise agreed upon in
writing by Consultant and Client,  this  Agreement  shall not  automatically  be
renewed beyond its Term.

(b) Termination.

                  Either   party  may   terminate   this   Agreement  on  thirty
(30)-calendar  days written notice, or if prior to such action,  the other party
materially breaches any of its representations,  warranties or obligations under
this  Agreement.  Except as may be otherwise  provided in this  Agreement,  such
breach by either  party will  result in the other  party  being  responsible  to
reimburse the  non-defaulting  party for all costs incurred directly as a result
of the breach of this Agreement,  and shall be subject to such damages as may be
allowed  by law  including  all  attorneys'  fees and  costs of  enforcing  this
Agreement.

                                      S-15
(c) Termination and Payment.

                  Upon any termination or expiration of this  Agreement,  Client
shall pay all unpaid and outstanding consideration through the effective date of
termination  or  expiration  of this  Agreement.  And upon such  termination  or
expiration,  Consultant  shall  provide  and  deliver  to  Client  any  and  all
outstanding   services  due  through  the  effective   date  of  termination  or
expiration.

8. Miscellaneous.

(a) Independent Contractor.

                  This  Agreement   establishes  an   "independent   contractor"
relationship between Consultant and Client.

(b). Rights Cumulative; Waivers.

                  The rights of each of the  parties  under this  Agreement  are
cumulative.  The rights of each of the parties hereunder shall not be capable of
being waived or varied other than by an express  waiver or variation in writing.
Any failure to exercise or any delay in exercising  any of such rights shall not
operate as a waiver or variation of that or any other such right.  Any defective
or  partial  exercise  of any of such  rights  shall not  preclude  any other or
further exercise of that or any other such right. No act or course of conduct or
negotiation  on the part of any party shall in any way preclude  such party from
exercising  any such right or  constitute a suspension  or any  variation of any
such right.

(c) Benefit; Successors Bound.

                  This   Agreement   and  the  terms,   covenants,   conditions,
provisions,  obligations,  undertakings,  rights, and benefits hereof,  shall be
binding  upon,  and shall inure to the benefit of, the  undersigned  parties and
their  heirs,  executors,  administrators,   representatives,   successors,  and
permitted assigns.

(d) Entire Agreement.

                  This  Agreement  contains  the entire  agreement  between  the
parties  with  respect to the  subject  matter  hereof.  There are no  promises,
agreements, conditions, undertakings,  understandings,  warranties, covenants or
representations,  oral or written, express or implied, between them with respect
to this  Agreement  or the matters  described in this  Agreement,  except as set
forth in this Agreement.  Any such  negotiations,  promises,  or  understandings
shall not be used to interpret or constitute this Agreement.

(e) Amendment.

                  This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

                                      S-16
(f) Severability.

                  Each part of this  Agreement is intended to be  severable.  In
the event that any  provision  of this  Agreement is found by any court or other
authority  of  competent  jurisdiction  to be  illegal  or  unenforceable,  such
provision  shall be severed or  modified  to the extent  necessary  to render it
enforceable and as so severed or modified, this Agreement shall continue in full
force and effect.

(g) Section Headings.

                  The  Section  headings  in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

(h) Construction.

                  Unless the context otherwise  requires,  when used herein, the
singular  shall be deemed to include the plural,  the plural  shall be deemed to
include each of the  singular,  and pronouns of one or no gender shall be deemed
to include the equivalent pronoun of the other or no gender.

(i) Further Assurances.

                  In  addition  to the  instruments  and  documents  to be made,
executed and delivered  pursuant to this Agreement,  the parties hereto agree to
make,  execute and deliver or cause to be made,  executed and delivered,  to the
requesting  party such other  instruments  and to take such other actions as the
requesting party may reasonably require to carry out the terms of this Agreement
and the transactions contemplated hereby.

(j) Notices.

                  Any notice which is required or desired  under this  Agreement
shall  be given  in  writing  and may be sent by  personal  delivery  or by mail
(either a. United States mail, postage prepaid, or b. Federal Express or similar
generally  recognized  overnight carrier),  addressed as follows (subject to the
right to designate a different address by notice similarly given):

To Client:

John Gorst, CEO/President
Insynq Inc
1127 Broadway Plaza
Suite 202
Tacoma WA 98402

                                      S-17
To Consultant:

Harvey Levin
666 Bryant St.
Denver, CO 80204

(l) Governing Law.

                  This  Agreement  shall  be  governed  by  the  interpreted  in
accordance  with  the laws of the  State  of  Nevada  without  reference  to its
conflicts  of laws rules or  principles.  Each of the  parties  consents  to the
exclusive  jurisdiction  of  the  federal  courts  of the  State  of  Nevada  in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on FORUM NON  COVENIENS,  to the bringing of any such  proceeding  in such
jurisdictions.

(m) Consents.

                  The  person  signing  this  Agreement  on behalf of each party
hereby  represents  and warrants  that he has the necessary  power,  consent and
authority to execute and deliver this Agreement on behalf of such party.

(n) Survival of Provisions.

                  The provisions  contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination or expiration of this Agreement.

(o) Execution in Counterparts.

                  This Agreement may be executed in any number of  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same agreement.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the date written
above.

                                 Insynq, Inc.

                                 By: ________________________
                                     John Gorst, CEO/President

                                     ________________________
                                       Harvey Levin

                                      S-18
EXHIBIT 4.3

                          CONSULTING SERVICES AGREEMENT

         This Consulting Services Agreement  ("Agreement"),  dated August _____,
2003,  is made by and between D Scott  Elliott,  an  individual  ("Consultant"),
whose  address is 501 Manatee  Ave,  Suite B Holmes  Beach FL 34217,  and Insynq
Inc., ("Client"), having its principal place of business at 1127 Broadway Plaza,
Suite 202, Tacoma Wa 98402.

                  WHEREAS,  Consultant has extensive  background and contacts in
the area of federal securities laws and regulations;

                  WHEREAS, Consultant desires to be engaged by Client to provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein;

                  WHEREAS, Client is a publicly held corporation with its common
stock shares  trading on the bulletin  board under the ticker symbol "ISYN," and
desires to further  develop its business and increase  it's common stock share's
value; and

                  WHEREAS,  Client  desires  to  engage  Consultant  to  provide
information,  evaluation  and  consulting  services to the Client in his area of
knowledge  and  expertise on the terms and subject to the  conditions  set forth
herein.

                  NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1. Services of Consultant.

                  Consultant agrees to perform for Client all necessary services
required in working to bring about the  effectiveness  of the Client's  business
plan of  operations.  As such  Consultant  will  provide  bona fide  services to
Client. The services to be provided by Consultant will not be in connection with
the offer or sale of securities in a capital-raising  transaction,  and will not
directly or indirectly promote or maintain a market for Client's securities.

2. Consideration.

                  Client   agrees  to  pay   Consultant,   as  his  fee  and  as
consideration  for  services  provided,  twenty  one  million  six  hundred  and
sixty-six  thousand  six  hundred and sixty -six  (21,666,666)  shares of Common
Stock of Client,  freely tradable  pursuant to a Registration  Statement on Form
S-8  (the  "Shares").  The  Shares  are due and  payable  immediately  upon  the
effectiveness  of the Form S-8 Registration  Statement with the U.S.  Securities
and   Exchange   Commission   and  with  any   appropriate   states   securities
administrator.

                                      S-19
3.       Confidentiality.

                  Each party  agrees that  during the course of this  Agreement,
information that is confidential or of a proprietary  nature may be disclosed to
the other party,  including,  but not limited to,  product and  business  plans,
software,  technical  processes and formulas,  source  codes,  product  designs,
sales, costs and other unpublished financial information,  advertising revenues,
usage  rates,  advertising  relationships,   projections,   and  marketing  data
("Confidential   Information").   Confidential  Information  shall  not  include
information  that the receiving  party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a source
other than the receiving  party,  (b) was known to the receiving party as of the
time of its disclosure,  (c) is independently  developed by the receiving party,
or (d) is  subsequently  learned from a third party not under a  confidentiality
obligation to the providing party.

4. Late Payment.

                  Client shall pay to Consultant all consideration due hereunder
within  fifteen (15) days of the due date.  Failure of Client to finally pay any
consideration  within  fifteen (15) days after the  applicable due date shall be
deemed  a  material  breach  of this  Agreement,  justifying  suspension  of the
performance  of the "Services"  provided by  Consultant,  and will be sufficient
cause for  immediate  termination  of this  Agreement  by  Consultant.  Any such
suspension will in no way relieve Client from payment of consideration,  and, in
the  event of  collection  enforcement,  Client  shall be  liable  for any costs
associated  with such  collection,  including,  but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.       Indemnification.

(a) Client.

                  Client  agrees to indemnify,  defend,  and shall hold harmless
Consultant  and /or his agents,  and to defend any action  brought  against said
parties with respect to any claim,  demand,  cause of action, debt or liability,
including  reasonable  attorneys'  fees to the extent  that such action is based
upon a claim  that:  (i) is true,  (ii)  would  constitute  a  breach  of any of
Client's  representations,  warranties, or agreements hereunder, or (iii) arises
out of the negligence or willful misconduct of Client, or any Client information
to be provided by Client, which violates any rights of third parties, including,
without  limitation,   rights  of  publicity,   privacy,  patents,   copyrights,
trademarks, trade secrets, and/or licenses.

(b) Consultant.

                  Consultant  agrees  to  indemnify,   defend,  and  shall  hold
harmless  Client,  its  directors,  employees and agents,  and defend any action
brought against same with respect to any claim, demand, cause of action, debt or
liability,  including  reasonable  attorneys'  fees,  to the extent that such an
action arises out of the gross negligence or willful misconduct of Consultant.

                                      S-20
(c) Notice.

                  In claiming any  indemnification  hereunder,  the  indemnified
party shall promptly provide the  indemnifying  party with written notice of any
claim,  which the  indemnified  party  believes  falls  within  the scope of the
foregoing paragraphs.  The indemnified party may, at its expense,  assist in the
defense if it so chooses,  provided  that the  indemnifying  party shall control
such defense, and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be final without
the  indemnified  party's  written  consent,  which  shall  not be  unreasonably
withheld.

6. Limitation of Liability.

                  Consultant   shall   have  no   liability   with   respect  to
Consultant's  obligations  under this Agreement or otherwise for  consequential,
exemplary,  special, incidental, or punitive damages even if Consultant has been
advised of the  possibility  of such  damages.  In any event,  the  liability of
Consultant to Client for any reason and upon any cause of action,  regardless of
the form in which the  legal or  equitable  action  may be  brought,  including,
without limitation, any action in tort or contract, shall not exceed ten percent
(10%) of the consideration paid by Client to Consultant for the specific service
provided that is in question.

7. Termination and Renewal.

(a) Term.

                  This  Agreement  shall  become  effective  on the date of this
Agreement and terminate one (1) year thereafter. Unless otherwise agreed upon in
writing by Consultant and Client,  this  Agreement  shall not  automatically  be
renewed beyond its Term.

(b) Termination.

                  Either   party  may   terminate   this   Agreement  on  thirty
(30)-calendar  days written notice, or if prior to such action,  the other party
materially breaches any of its representations,  warranties or obligations under
this  Agreement.  Except as may be otherwise  provided in this  Agreement,  such
breach by either  party will  result in the other  party  being  responsible  to
reimburse the  non-defaulting  party for all costs incurred directly as a result
of the breach of this Agreement,  and shall be subject to such damages as may be
allowed  by law  including  all  attorneys'  fees and  costs of  enforcing  this
Agreement.

(c) Termination and Payment.

                  Upon any termination or expiration of this  Agreement,  Client
shall pay all unpaid and outstanding consideration through the effective date of
termination  or  expiration  of this  Agreement.  And upon such  termination  or
expiration,  Consultant  shall  provide  and  deliver  to  Client  any  and  all
outstanding   services  due  through  the  effective   date  of  termination  or
expiration.

                                      S-21
8. Miscellaneous.

(a) Independent Contractor.

                  This  Agreement   establishes  an   "independent   contractor"
relationship between Consultant and Client.

(b) Rights Cumulative; Waivers.

                  The rights of each of the  parties  under this  Agreement  are
cumulative.  The rights of each of the parties hereunder shall not be capable of
being waived or varied other than by an express  waiver or variation in writing.
Any failure to exercise or any delay in exercising  any of such rights shall not
operate as a waiver or variation of that or any other such right.  Any defective
or  partial  exercise  of any of such  rights  shall not  preclude  any other or
further exercise of that or any other such right. No act or course of conduct or
negotiation  on the part of any party shall in any way preclude  such party from
exercising  any such right or  constitute a suspension  or any  variation of any
such right.

(c) Benefit; Successors Bound.

                  This   Agreement   and  the  terms,   covenants,   conditions,
provisions,  obligations,  undertakings,  rights, and benefits hereof,  shall be
binding  upon,  and shall inure to the benefit of, the  undersigned  parties and
their  heirs,  executors,  administrators,   representatives,   successors,  and
permitted assigns.

(d) Entire Agreement.

                  This  Agreement  contains  the entire  agreement  between  the
parties  with  respect to the  subject  matter  hereof.  There are no  promises,
agreements, conditions, undertakings,  understandings,  warranties, covenants or
representations,  oral or written, express or implied, between them with respect
to this  Agreement  or the matters  described in this  Agreement,  except as set
forth in this Agreement.  Any such  negotiations,  promises,  or  understandings
shall not be used to interpret or constitute this Agreement.

(e) Amendment.

                  This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(f) Severability.

                  Each part of this  Agreement is intended to be  severable.  In
the event that any  provision  of this  Agreement is found by any court or other
authority  of  competent  jurisdiction  to be  illegal  or  unenforceable,  such
provision  shall be severed or  modified  to the extent  necessary  to render it
enforceable and as so severed or modified, this Agreement shall continue in full
force and effect.

                                      S-22
(g) Section Headings.

                  The  Section  headings  in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

(h) Construction.

                  Unless the context otherwise  requires,  when used herein, the
singular  shall be deemed to include the plural,  the plural  shall be deemed to
include each of the  singular,  and pronouns of one or no gender shall be deemed
to include the equivalent pronoun of the other or no gender.

(i) Further Assurances.

                  In  addition  to the  instruments  and  documents  to be made,
executed and delivered  pursuant to this Agreement,  the parties hereto agree to
make,  execute and deliver or cause to be made,  executed and delivered,  to the
requesting  party such other  instruments  and to take such other actions as the
requesting party may reasonably require to carry out the terms of this Agreement
and the transactions contemplated hereby.

(j) Notices.

                  Any notice which is required or desired  under this  Agreement
shall  be given  in  writing  and may be sent by  personal  delivery  or by mail
(either a. United States mail, postage prepaid, or b. Federal Express or similar
generally  recognized  overnight carrier),  addressed as follows (subject to the
right to designate a different address by notice similarly given):

To Client:

John Gorst, CEO/President
Insynq Inc
1127 Broadway Plaza
Suite 202
Tacoma WA 98402

To Consultant:

D. Scott Elliott 501 Manatee Ave.
Suite B
Holmes Beach, FL 34217

                                      S-23
(l) Governing Law.

                  This  Agreement  shall  be  governed  by  the  interpreted  in
accordance  with  the laws of the  State  of  Nevada  without  reference  to its
conflicts  of laws rules or  principles.  Each of the  parties  consents  to the
exclusive  jurisdiction  of  the  federal  courts  of the  State  of  Nevada  in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on FORUM NON  COVENIENS,  to the bringing of any such  proceeding  in such
jurisdictions.

(m) Consents.

                  The  person  signing  this  Agreement  on behalf of each party
hereby  represents  and warrants  that he has the necessary  power,  consent and
authority to execute and deliver this Agreement on behalf of such party.

(n) Survival of Provisions.

                  The provisions  contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination or expiration of this Agreement.

(o) Execution in Counterparts.

                  This Agreement may be executed in any number of  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same agreement.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the date written
above.

                                Insynq, Inc.

                               By: ________________________
                               John Gorst, CEO/President

                                   ________________________
                                      D. Scott Elliott

                                      S-24
EXHIBIT 5

                                             FOLEY:LARDNER
                                             ATTORNEYS AT LAW
BRUSSELS                                    [GRAPHIC OMITTED][GRAPHIC OMITTED]
CHICAGO
DENVER
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
ORLANDO
SACRAMENTO
SAN DIEGO/DEL MAR
SAN FRANCISCO
TALLAHASSEE
TAMPA
WASHINGTON, D.C.
WEST PALM BEACH

                                 August 8, 2003

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

Re:      Registration Statement on Form S-8 Relating to
         Insynq, Inc. 2003 Consultant Services Plan

Ladies & Gentlemen:

                  We  have  acted  as  counsel  for  Insynq,   Inc.,   a  Nevada
corporation  (the  "Company"),  in connection with the preparation of a 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 39,796,294, comprising of 22,666,666
shares of the Company's  Common Stock,  $.01 par value per share and  17,129,628
options to purchase the Company's  Common  Stock,  $.01 par value per share (the
"Common Stock"), which may be issued or acquired pursuant to the 2003 Consultant
Services Plan (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  39,796,294  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.

FOLEY & LARDNER             WRITER'S DIRECT LINE          CLIENT/MATTER NUMBER
100 North Tampa Street, Suite 2700
Tampa, Florida  33602-5810
P.O. Box 3391
Tampa, Florida 33601-3391   EMAIL ADDRESS
                            mtraber@foleylaw.com

TEL: 813.229.2300
FAX: 813.221.4210
www.foleylardner.com

                                      S-25
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 legally and validly issued, fully paid and nonassessable.

                  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.

                                 FOLEY & LARDNER

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

RTA/mtv

                                      S-26
EXHIBIT 24.1

>

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO: Insynq, Inc.

                  We hereby  consent to the  incorporation  by  reference in the
foregoing  Registration  Statement on Form S-8 of our report dated  September 6,
2002,  relating to the  financial  statements of Insynq,  Inc.  appearing in the
Insynq, Inc. Annual Report on Form 10-KSB for the year ended May 31, 2002, filed
with the Securities and Exchange Commission on September 23, 2002.

                                                   Weinberg & Company P.A.
                                                   Certified Public Accountants
                                                   Boca Raton, Florida

                                                   August 8, 2003