REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement  (the "Agreement"), dated as of the
25th day of April 2001 is entered into between INSYNQ, Inc., a Delaware
corporation (the "Company") and International Fluid dynamics, Inc. ("Holder").
WHEREAS, there are currently outstanding 29,392,830 shares of Common Stock of
the Company;

     WHEREAS, pursuant to a Subscription Agreement dated April 25, 2001 (the
"Subscription Agreement"), by and among the Company and Holder, Holder has
purchased 315,000 shares (the "Shares" which designation is collective and
shall include shares underlying the warrants described below) of common stock,
$0.001 par value per share (the "Common Stock"), of the Company;

     WHEREAS, pursuant to a Warrant Agreement dated April 25, 2001 (the
"Warrant Agreement"), by and among the Company and Holder, Holder has warrants
purchased from Company to purchase 315,000 shares of common stock (the "Shares"
which designation is collective and inclusive of the Shares described in the
preceding paragraph above) at an exercise price of $0.07 per share; and

     WHEREAS, in order to insure liquidity in the future the Holder wishes to
have the Shares (which includes the Shares underlying the Warrants) registered
and the Company wishes to grant such registration rights.

     NOW, THEREFORE, in consideration of ten (10) dollars and other
consideration including mutual covenants and obligations hereinafter set forth,
the parties hereto, intending to be legally bound, agree as follows:

     DEFINITIONS.  As used herein, the following terms have the following
meanings:

     "Register," "registered" and "registration" refer to a registration
effected by filing a registration statement in compliance with the Securities
Act of 1933, as amended (the "Securities Act") and the declaration or ordering
by the Securities and Exchange Commission (the "Commission") of effectiveness
of the registration statement, other than any registration statement on
Form S-8, Form S-4 or as otherwise contemplated under Rule 145 of the Act, the
"Shares" shall refer to and include the shares of common stock purchased plus
the shares underlying the warrants described above.

     1.   PIGGYBACK REGISTRATION RIGHTS.

          (a)  If the Company at any time proposes to register any of its
     shares of Common Stock under the Act, whether of its own accord or at the
     demand of any holders of other such securities pursuant to an agreement
     with respect to the registration thereof, and if the form of registration
     statement proposed to be used may be used for the registration of the
     Shares as contemplated hereunder, the Company will give notice to Holder
     not less than 10 days nor more than 30 days prior to the filing of such
     registration statement of its intention to proceed with the proposed
     registration (the "Registration"), and, upon written request of the Holder
     made within ten (10) days after the receipt of any such notice (which
     request will specify the number of Shares intended to be disposed of by
     the Holder and state the intended method of disposition thereof other than
     for shares underlying the Warrant Agreement), the Company will use its
     best efforts to cause all Shares of Holder as to which registration has
     been requested to be registered under the Act, provided that if such
     Registration is in connection with an underwritten public offering,
     Holder's Shares to be included in such Registration shall be offered upon
     the same terms and conditions as applied to any other securities included
     in such Registration.  Notwithstanding anything contained in this
     Section 1(a) to the contrary, the Company shall have no obligation to
     cause Shares to be registered with respect to any Shares which shall be
     then currently eligible for resale under Rule 144 of the Act.

          (b)  If a Registration is a primary registration on behalf of the
     Company and is in connection with an underwritten public offering, and if
     the managing underwriters using reasonable judgment and good faith advise
     the Company in writing that in their opinion the amount of securities
     requested to be included in such Registration (whether by the Company, the
     Holder, or other holders of the Company's securities pursuant to any other
     rights granted by the Company to participate in such Registration) exceeds
     the amount of such securities which can be successfully sold in such
     offering, the Company will include in such Registration the amount of
     securities requested to be included which in the opinion of such
     underwriters can be sold, in the following order (A) first, all of the
     securities the Company reasonably and in good faith proposes to sell, and
     (B) second, any other securities held by holders with registration rights
     requested to be included in such Registration, pro rata among the holders
     thereof on the basis of the amount of such securities then owned by such
     holders.

          (c)  If a Registration is a secondary registration on behalf of
     holders of securities of the Company and is in connection with an
     underwritten public offering, and if the managing underwriters using
     reasonable judgment and good faith advise the Company in writing that in
     their opinion the amount of securities requested to be included in such
     Registration (whether by such holders, by the Holder, or by holders of the
     Company's securities pursuant to any other rights granted by the Company
     to participate in such Registration) exceeds the amount of such securities
     which can be sold in such offering, the Company will include in such
     Registration the amount of securities requested to be included which in
     the opinion of such underwriters can be sold, in the following order (A)
     first, all of the securities requested to be included by holders with
     demand registration rights who are demanding such Registration, pro rata
     among the holders thereof on the basis of the amount of such securities
     then owned by such holders, and (B) second, any other securities held by
     holders with piggyback registration rights, requested to be included in
     such Registration, pro rata among the holders thereof on the basis of the
     amount of such securities then owned by such holders.

     2.   DEMAND REGISTRATION RIGHTS

          (a)  Holder has the right to one demand registration right on or
     after June 30, 2001.  Subject to (i) the registration procedures outlined
     in Section (b) below and (ii) the Common Stock of the Company being
     publicly traded at the time of the request set forth below, the Company
     shall, upon the request of Holder,

          (b)  Prepare and file with the SEC a Registration Statement on
     Form S-3 (or any other form of registration statement on which it may file
     for registration under the Securities Act) registering resales of the
     Common Shares by the Holder from time to time through the over-the-counter
     quotation system of the Nasdaq Market or the facilities of any national
     securities exchange or the Nasdaq National Market if the Common Stock is
     then listed or quoted thereon or in privately-negotiated transactions.
     The Registration Statement shall register (i) all of the Common Shares and
     (ii) such number of additional shares of Common Stock as may become
     issuable as Common Shares as a result of the anti-dilution provisions of
     the Common Shares or the entire exercise of Holder's warrants.  The
     Company will use commercially reasonable efforts to cause the initial
     Registration Statement to be declared effective by the SEC as soon as
     possible after the filing thereof.  The Company hereby agrees that it
     shall (i) prepare and file such post-amendments to the initial
     Registration Statement and/or such additional Registration Statements as
     may be necessary to ensure that at all times there shall be registered
     with the SEC for resale by the Holder from time to time as provided in
     this Section 2 sufficient shares of Common Stock to account for all Common
     Shares which become issuable from time to time with respect to the Common
     Shares (as a result of anti-dilution provisions or exercise of Holder's
     warrants), and (ii) cause such post-effective amendments to the initial
     Registration Statement and/or such additional Registration Statements to
     be declared effective as soon as possible after the filing thereof.

     The Company agrees to use diligent efforts to keep the Registration
Statement(s) continuously effective and usable for resale of Registration
Securities until two years (the "Effectiveness Period") from the Closing Date
or from the date of filing of any registration or such shorter period which
will terminate when all Common Shares have ceased to be Registrable Securities.

          (c)  REGISTRATION PROCEDURES

               In connection with the Company's obligation to file Registration
          Statements as provided in Section 3 hereof, the Company will as
          expeditiously as possible:

               (i)    Prepare and file with the SEC such amendments and
          post-effective amendments to the Registration Statement, and such
          supplements to the Prospectus, as may be required by the rules,
          regulations or instructions applicable to the registration form
          utilized by the Company or by the Securities Act or rules and
          regulations thereunder for shelf registration or otherwise necessary
          to keep the Registration Statement effective for the applicable
          period and cause the Prospectus as so supplemented to be filed
          pursuant to Rule 424 under the Securities Act; and comply with the
          provisions of the Securities Act with respect to the disposition of
          all securities covered by such Registration Statement during the
          applicable period in accordance with the methods of disposition by
          the sellers thereof set forth in such Registration Statement or
          supplement to the Prospectus;

               (ii)   Notify the Holder of Registrable Securities promptly, and
          confirm such advice in writing with confirmed receipt,

                      (a)  when the Prospectus or any Prospectus supplement or
               post-effective amendment has been filed, and, with respect to
               the Registration Statement or any post-effective amendment, when
               the same has become effective,

                      (b)  of the issuance by the SEC of any stop order
               suspending the effectiveness of the Registration Statement or
               the initiation of any proceedings for that purpose, and

                      (c)  of the receipt by the Company of any notification
               with respect to the suspension of the qualification of the
               Registrable Securities for sale in any jurisdiction or the
               initiation or threatening of any proceeding for such purpose;

               (iii)  make every reasonable effort to obtain the withdrawal of
          any order suspending the effectiveness of the Registration Statement
          at the earliest possible moment;

               (iv)   furnish, promptly without charge, to Holder at least one
          conformed copy of the Registration Statement and any post-effective
          amendment thereto, including financial statements and schedules, all
          documents incorporated therein by reference and all exhibits
          (including those incorporated by reference);

               (v)    deliver to Holder promptly without charge, as many copies
          of the Prospectus (including each preliminary prospectus) and any
          amendment or supplement thereto as Holder may reasonably request; the
          Company consents to the use of the Prospectus or any amendment or
          supplement thereto by Holder in connection with the offering and sale
          of the Registrable Securities covered by the Prospectus or any
          amendment or supplement thereto;

               (vi)   use its reasonable efforts to cause the Registrable
          Securities covered by the Registration Statement to be registered
          with or approved by such governmental agencies or authorities as may
          be necessary to enable the Holder thereof to consummate the
          disposition of such Registrable Securities in such jurisdictions as
          the Holder may reasonably specify in response to inquiries to be made
          by the Company, provided that the Company will not be required to
          qualify generally to do business in any jurisdiction where it is not
          then so qualified or to take any action which would subject it to
          general service of process in any such jurisdiction where it is not
          then so subject;

               (vii)  if any event shall occur as a result of which it is
          necessary, in the opinion of counsel for the Company, to amend or
          supplement the Prospectus in order to make the Prospectus not
          misleading in the light of the circumstances existing at the time it
          is delivered by Holder, prepare a supplement or post-effective
          amendment to the Registration Statement or the related Prospectus or
          any document incorporated therein by reference or file any other
          required document so that, as thereafter delivered to the Holders of
          the Registrable Securities, the Prospectus will not contain an untrue
          statement of a material fact or omit to state any material fact
          necessary to make the statements therein not misleading;

               (viii) obtain a CUSIP number for all Registrable Securities
          (unless already obtained);

               (ix)   make available for inspection during normal business
          hours by a representative of the Holder and any attorney or
          accountant retained by such representative, all financial and other
          records, pertinent corporate documents and properties of the Company,
          and cause the Company's officers, directors and employees to supply
          all information reasonably requested by Holder or any such attorney
          or accountant in connection with the Registration Statement; provided
          that all such records, information or documents shall be kept
          confidential by Holder or any such attorney or accountant unless
          disclosure of such records, information or documents is required by
          court or administrative order or is generally available to the public
          other than as a result of disclosure in violation of this
          paragraph (ix);

               (x)    otherwise use its best efforts to comply with all
          applicable rules and regulations of the SEC, and make generally
          available to its security holders an earnings statement satisfying
          the provisions of Section 11(a) of the Securities Act (in accordance
          with Rule 158 thereunder or otherwise), no later than 45 days after
          the end of the 12-month period (or 90 days, if such period is a
          fiscal year) beginning with the first month of the Company's first
          fiscal quarter commencing after the Effective Date, which statements
          shall cover said 12-month period;

               (xi)   if at any time an event of the kind described in
          Section 4(g) shall occur, notify Holder that the use of the
          Prospectus must be discontinued (the Company will not declare any
          such "black-out" periods in excess of twenty business days during any
          twelve month period, unless otherwise required.

               Holder agrees, as a condition to the registration obligations
          with respect to such Holder provided herein, to furnish to the
          Company such information regarding the distribution of such
          Registrable Securities as the Company may from time to time
          reasonably request in writing.

               Holder agrees by acquisition of such Registrable Securities
          that, upon receipt of any notice from the Company described in this
          paragraph 2(c), Holder will forthwith discontinue disposition of
          Registrable Securities until Holder's receipt of the copies of the
          supplemented or amended Prospectus contemplated by Section 2(c)(vii)
          hereof, or until it is advised in writing by the Company (which
          notice the Company shall give as promptly as possible), that the use
          of the Prospectus may be resumed, and has received copies of any
          additional or supplemental filings which are incorporated by
          reference in the Prospectus, and if so directed by the Company,
          Holder will deliver to the Company (at the Company's expense) all
          copies, other than permanent file copies then in Holder's possession,
          of the Prospectus covering such Registrable Securities current at the
          time of receipt of such notice.

     3.   COOPERATION BY THE HOLDER.

          (a)  The Holder will furnish to the Company in writing such
     information about the Holder as the Company may reasonably require from
     the Holder in connection with the preparation of the registration
     statement (and the prospectus included therein).

          (b)  The Holder will not (until further notice) effect sales of
     Shares after receipt of telegraphic or written notice from the Company to
     suspend sales to permit the Company to correct or update a registration
     statement or prospectus; the Company agrees to use commercially reasonable
     efforts to promptly prepare and file any such correction or update.  At
     the end of the period during which the Company has decided or is obliged
     to keep a registration statement current and effective (and any extensions
     thereof), the Holder shall discontinue sales of Shares pursuant to the
     registration statement upon receipt of notice from the Company of its
     intention to remove from registration the Shares covered by the
     registration statement which remain unsold, and the Holder shall notify
     the Company of the number of Shares registered which remain unsold
     immediately upon receipt of the notice from the Company, however, the
     Company shall not unreasonably or arbitrarily cease to keep a registration
     current to the apparent detriment of Holder.

          (c)  The Holder agrees to provide the Company with written
     representations of fact about the Holder reasonably necessary to permit
     the Company and its counsel to conclude that all sales of Shares made in
     connection with the registration were made in compliance with all
     applicable securities laws, including, without limitation, the prospectus
     delivery requirements of Section 5 of the Securities Act and any
     applicable restrictions of Rules 10b-6 and 10b-7 of the Securities
     Exchange Act of 1934, as amended.

     If any Registration is underwritten, Holder shall (i) agree to sell its
Shares on the basis provided in any underwriting arrangement approved by the
Company and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, indemnity agreements, and other documents requested thereunder;
provided that Holder shall only be required to make representations and
warrants regarding Holder and its intended method of distribution.

     4.   EXPENSES OF REGISTRATION.

          All expenses incurred in effecting any registration pursuant to this
     Agreement including, without limitation, all registration and filing fees,
     expenses of compliance with blue sky laws, fees and disbursements of
     counsel for the Company and expenses of any audits incidental to or
     required by any such registration, shall be borne by the Company, except
     that all underwriting discounts and commissions attributable to Shares
     being sold by the Holder shall be borne by the Holder.  Without limiting
     the generality of the foregoing, the Company shall pay but not be limited
     to, all of the following registration expenses: (a) the Company's internal
     expenses (including, without limitation, all salaries and expenses of its
     officers and employees performing legal or accounting duties), (b) to the
     extent not already incurred, the fees and expenses incurred in connection
     with the listing on an exchange, the Nasdaq Stock Market, or inter-dealer
     quotation system of the Shares, (c) all registration and filing fees,
     (d) fees and expenses of compliance with securities or blue sky laws
     (including fees and disbursements of counsel in connection with blue sky
     qualifications of the Shares), (e) printing expenses and engraving
     expenses, (f) fees and disbursements of counsel to the Company and
     customary fees and expenses for independent certified public accountants
     retained by the Company, and (g) the fees and expenses of any special
     experts retained by the Company.

     5.   NOTICES.

          Any and all notices, designations, consents, offers, acceptances or
     other communications provided for herein (each a "Notice") shall be given
     in writing by overnight courier, telegram or telecopy which shall be
     addressed, or sent, to the Company as follows (or such other address as
     the Company or the Holder may specify to the Company and all other parties
     by Notice):
                    INSYNQ, Inc.
                    1101 Broadway Plaza
                    Tacoma, Washington 98402
                    Attn:     President
                    Telecopy: (253) 284-2035

     and to the Holder at :

                    International Fluid Dynamics, Inc.
                    5433 Westheimer, Suite 500
                    Houston, Texas 77056
                    Telecopy: (713) 439-0333

     All Notices shall be deemed effective and received (a) if given by
telecopy, when the telecopy is transmitted to the telecopy number specified
above and receipt thereof is confirmed; (b) given by overnight courier, on the
business day immediately following the date on which the Notice is delivered to
a reputable overnight courier service and signed for by Holder or his
representative, or (c) if given by telegram, when the Notice is delivered at
the address specified above and signed for by Holder or his representative.

     6.   AMENDMENT.

          The terms of this Agreement may not be amended, modified or otherwise
     revised except by the written consent of the Company and the Holder.

     7.   COUNTERPARTS; FACSIMILE EXECUTION.

          This Agreement may be executed in two or more counterparts and each
     counterpart shall be deemed to be an original and which counterparts
     together shall constitute one and the same agreement of the parties
     hereto.  Each party to this Agreement agrees that it will be bound by its
     own telecopy signature and that it accepts the telecopy signature of each
     other party to this Agreement.

     8.   CHOICE OF LAW.

          THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
     DELAWARE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF AND
     WILL, TO THE MAXIMUM EXTENT PRACTICABLE, BE DEEMED TO CALL FOR PERFORMANCE
     IN PIERCE COUNTY, WASHINGTON.

     9.   ENTIRE AGREEMENT.

          This Agreement contains the entire understanding of the parties
     hereto respecting the subject matter hereof and supersedes all prior
     agreements, discussions and understandings with respect thereto.

     10.  CUMULATIVE RIGHTS.

          The rights of the parties under this Agreement are cumulative and in
     addition to all similar and other rights of the parties under other
     agreements.

     11.  SEVERABILITY AND REFORMATION.

          If any provision of this Agreement is held to be illegal, invalid or
     unenforceable under any present or future law, and if the rights or
     obligations of the parties under this Agreement would not be materially
     and adversely affected thereby, such provision shall be fully separable,
     and this Agreement shall be construed and enforced as if such illegal,
     invalid or unenforceable provision had never comprised a part thereof, the
     remaining provisions of this Agreement shall remain in full force and
     effect and shall not be affected by the illegal, invalid or unenforceable
     provision or by its severance therefrom, and in lieu of such illegal,
     invalid or unenforceable provision, there shall be added automatically as
     a part of this Agreement, a legal, valid and enforceable provision as
     similar in terms to such illegal, invalid or unenforceable provision as
     may be possible, and the parties hereto request the court or any
     arbitrator to whom disputes relating to this Agreement are submitted to
     reform the otherwise illegal, invalid or unenforceable provision in
     accordance with this Section 11.

     12.  ARBITRATION.

          IN THE EVENT OF A DISPUTE HEREUNDER WHICH CANNOT BE RESOLVED BY THE
     PARTIES AMONG THEMSELVES, SUCH DISPUTE SHALL BE SETTLED BY ARBITRATION IN
     ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN
     ARBITRATION ASSOCIATION AND JUDGMENT ON THE AWARD RENDERED BY THE
     ARBITRATION PANEL (WHICH SHALL BE A ONE PERSON PANEL) MAY BE ENTERED IN
     ANY COURT OR TRIBUNAL OF COMPETENT JURISDICTION.  THE COMPANY AND THE
     HOLDER AGREE THAT ALL ARBITRATIONS OCCURRING UNDER THIS SECTION 12 SHALL
     BE HELD IN THE CITY OF TACOMA, WASHINGTON.

     13.  INDEMNIFICATION.

          (a)  INDEMNIFICATION BY THE COMPANY.  The Company will indemnify
     Holder against any and all claims, losses, damages, and liabilities (or
     actions in respect thereof) arising out of or based on any untrue
     statement (or alleged untrue statement) of any material fact contained in
     any prospectus, offering circular or other document incident to any
     registration, qualification or compliance (or in any related registration
     statement, notification or the like) or any omission (or alleged omission)
     to state therein any material fact required to be stated therein or
     necessary to make the statements therein not misleading, or any violation
     by the Company of any rule or regulation promulgated under the Securities
     Act applicable to, and relating to any action or inaction required of, the
     Company in connection with any such registration, qualification or
     compliance, and the Company will reimburse Holder for any legal and any
     other expenses reasonably incurred by them in connection with
     investigating or defending any such claim, loss, damage, liability or
     action; provided, however, that the Company will not be liable in any such
     case to the extent that any such claim, loss, damage or liability arises
     out of or is based on any untrue statement or omission based upon written
     information furnished to the Company by Holder for use in such prospectus,
     offering circular or other document.

          (b)  INDEMNIFICATION BY HOLDER.  Holder will indemnify the Company
     and its officers and directors and each entity or individual who controls
     the Company (within the meaning of the Securities Act) and their
     respective successors in title and assigns against any and all claims,
     losses, damages and liabilities (or actions in respect thereof) arising
     out of or based on any untrue statement (or alleged untrue statement) of
     any material fact contained in any prospectus, offering circular or other
     document incident to any registration, qualification or compliance (or in
     any related registration statement, notification or the like) or any
     omission (or alleged omission) to state therein any material fact required
     to be stated therein or necessary to make the statement therein not
     misleading, and Holder will reimburse the Company and its officers,
     directors, and controlling entities or individuals for any legal and any
     other expenses reasonably by them incurred in connection with
     investigating or defending any such claim, loss, damage, liability or
     action; provided, however, that this paragraph (b) shall apply only if
     (and only to the extent that) such statement or omission was made in
     reliance upon written information furnished to the Company in an
     instrument duly executed by Holder or any of its officers, directors, or
     controlling entities or individuals and stated to be specifically for use
     in such prospectus, offering circular or other document (or related
     registration statement, notification or the like) or any amendment or
     supplement thereto.

          (c)  INDEMNIFICATION PROCEEDINGS.  Each party entitled to
     indemnification pursuant to this Section 13 (the "Indemnified Party")
     shall give notice to the party required to provide indemnification
     pursuant to this Section 13 (the "Indemnifying Party") promptly after such
     Indemnified Party acquires actual knowledge of any claim as to which
     indemnity may be sought, and shall permit the Indemnifying Party (at its
     expense) to assume the defense of any claim or any litigation resulting
     therefrom; provided that counsel for the Indemnifying Party, who shall
     conduct the defense of such claim or litigation, shall be acceptable to
     the Indemnified Party, and the Indemnified Party may participate in such
     defense at such party's expense; and provided, further, that the failure
     by any Indemnified Party to give notice as provided in this paragraph (c)
     shall not relieve the Indemnifying Party of its obligations under
     Section 13 except to the extent that the failure results in a failure of
     actual notice to the Indemnifying Party and such Indemnifying Party is
     damaged solely as a result of the failure to give notice.  No Indemnifying
     Party, in the defense of any such claim or litigation, shall, except with
     the consent of each Indemnified Party, consent to entry of any judgment or
     enter into any settlement which does not include as an unconditional term
     thereof the giving by the claimant or plaintiff to such Indemnified Party
     of a release from all liability in respect to such claim or litigation.
     The reimbursement required by this Section 13 shall be made by periodic
     payments during the course of the investigation or defense, as and when
     bills are received or expenses incurred.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                                       INSYNQ, INC.
                                       a Delaware corporation


                                       By:  ___________________________________
                                            John P. Gorst
                                            Chief Executive Officer


                                       INTERNATIONAL FLUID DYNAMICS, INC.


                                       By:  ___________________________________
                                       Name:   Franklin C. Fisher, Jr.
                                       Title:  President