AMENDMENT NO. 1
                             TO CONSULTING AGREEMENT



     Effective  August 31, 2001, the Agreement  entered into as of September 12,
2000 between  Insynq,  Inc. a Delaware  corporation  (formerly Xcel  Management,
Inc.)  and David  Selmon,  ("Mr.  Selmon"),  shall be  amended  to  include  the
following:

     1.  Consulting  Fees.  During the Term, the Company shall pay to Mr. Selmon
$250.00 for each Board meeting he attends.  In addition,  for the fiscal quarter
commencing  on  June 1,  2001,  and  for  each  fiscal  quarter  of the  Company
thereafter while Mr. Selmon serves on the Board, Mr. Selmon shall be entitled to
receive a  Non-qualified  Stock Option for 3,500 shares of the Company's  common
stock.  The  Stock  Options  shall  be  awarded  as part of the 2000  Long  Term
Incentive  Plan.  The exercise  price for each Stock Option shall be the closing
market  price as of the first  business  day in the quarter  granted.  The total
value of each Stock Option will be  considered  compensation  and may be used to
exercise  the  Stock  Option.  Stock  Options  will  vest on the last day of the
quarter  granted with an exercise period of 10 (ten) years. If Mr. Selmon ceases
to be a director  prior to the end of any fiscal  quarter,  no Stock  Option for
that  quarter  shall be vested.  If the  Company  changes  its fiscal  year to a
calendar  year  and Mr.  Selmon  is a Board  member  at such  time,  he shall be
entitled to receive the pro rata portion of the Stock Option  earned at the time
of such change and shall  thereafter  commence  earning new Stock Options during
the first fiscal calendar quarter of the Company.

As an  independent  contractor,  Mr.  Selmon is not, nor will Mr.  Selmon become
eligible  for  any  employee  benefits,  including  without  limitation,  health
insurance,  worker's compensation,  unemployment  insurance, or pension or other
similar benefits,  provided by the Company (or its affiliates) to its employees.
Mr. Selmon will have full  responsibility for the payment of all federal,  state
and  local  taxes  or  contributions  imposed  or  required  under  unemployment
insurance,  social  security,  FICA,  and in come tax laws with  respect  to Mr.
Selmon's  performance  of services  with  respect to the  compensation  received
hereunder.




INSYNQ, INC.                                         CONSULTANT

/s/ John P. Gorst                                    /s/ David Selmon
John P. Gorst                                        David Selmon
Chief Executive Officer                              Chief Executive Officer