THIS  WARRANT AND THE SHARES  ISSUABLE  UPON THE EXERCISE OF
          THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
          ACT OF 1933,  AS  AMENDED.  EXCEPT  AS  OTHERWISE  SET FORTH
          HEREIN OR IN A  SECURITIES  PURCHASE  AGREEMENT  DATED AS OF
          JANUARY  24,  2002,  NEITHER  THIS  WARRANT  NOR ANY OF SUCH
          SHARES MAY BE SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE
          OF AN EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH SECURITIES
          UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE
          AND SCOPE,  CUSTOMARY  FOR OPINIONS OF COUNSEL IN COMPARABLE
          TRANSACTIONS,  THAT  REGISTRATION IS NOT REQUIRED UNDER SUCH
          ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

                                                                        Right to
                                                                        Purchase
                                                                         333,332
                                                                       Shares of
                                                                          Common
                                                                      Stock, par
                                                                    value $0.001
                                                                       per share

                             STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received,  Pegasus Capital Partners,  LLC or
its registered  assigns,  is entitled to purchase from Insynq,  Inc., a Delaware
corporation (the "Company"),  at any time or from time to time during the period
specified in Paragraph 2 hereof,  Three  Hundred  Thirty-Three  Thousand,  Three
Hundred  Thirty-Two  (333,332)  fully  paid  and  nonassessable  shares  of  the
Company's Common Stock,  par value $0.001 per share (the "Common Stock"),  at an
exercise  price per share  equal to the lesser of (i) $.007 and (ii) the average
of lowest  three (3) Trading  Prices (as defined  below)  during the twenty (20)
Trading Days (as defined  below)  immediately  prior to exercise (the  "Exercise
Price").  The term  "Warrant  Shares," as used  herein,  refers to the shares of
Common Stock  purchasable  hereunder.  The Warrant Shares and the Exercise Price
are subject to adjustment as provided in Paragraph 4 hereof. The term "Warrants"
means this  Warrant  and the other  warrants  issued  pursuant  to that  certain
Securities Purchase Agreement,  dated January 24, 2002, by and among the Company
and the Buyers listed on the execution  page thereof (the  "Securities  Purchase
Agreement").  "Trading  Price"  means,  for any  security  as of any  date,  the
inter-day trading price on the Over-the-Counter  Bulletin Board (the "OTCBB") as
reported by Bloomberg  Financial  Markets or an equivalent,  reliable  reporting
service mutually  acceptable to the Company and the holder hereof  ("Bloomberg")
or, if the OTCBB is not the  principal  trading  market for such  security,  the
inter-day trading price of such security on the principal securities exchange or
trading  market where such security is listed or traded as reported by Bloomberg
or, if no inter-day  trading  price of such  security is available in any of the
foregoing  manners,  the average of the inter-day  trading  prices of any market
makers for such  security  that are listed in the "pink  sheets" by the National
Quotation  Bureau,  Inc.  If the Trading  Price  cannot be  calculated  for such
security on such date in the manner provided  above,  the Trading Price shall be
the fair  market  value as  mutually  determined  by the  Company and the holder
hereof.  "Trading Day" shall mean any day on which the Common Sock is traded for
any  period on the  OTCBB,  or on the  principal  securities  exchange  or other
securities market on which the Common Stock is then being traded.

     This Warrant is subject to the following terms, provisions, and conditions:

1.   Manner of Exercise;  Issuance of Certificates;  Payment for Shares. Subject
     to the  provisions  hereof,  this  Warrant may be  exercised  by the holder
     hereof,  in whole or in part, by the  surrender of this  Warrant,  together
     with a  completed  exercise  agreement  in the form  attached  hereto  (the
     "Exercise  Agreement"),  to the Company during normal business hours on any
     business day at the Company's  principal  executive  offices (or such other
     office or agency of the Company as it may designate by notice to the holder
     hereof),  and upon (i)  payment to the  Company in cash,  by  certified  or
     official  bank check or by wire  transfer for the account of the Company of
     the  Exercise  Price  for the  Warrant  Shares  specified  in the  Exercise
     Agreement or (ii) if the resale of the Warrant  Shares by the holder is not
     then registered pursuant to an effective  registration  statement under the
     Securities Act of 1933, as amended (the "Securities Act"),  delivery to the
     Company of a written notice of an election to effect a "Cashless  Exercise"
     (as defined in Section 11(c) below) for the Warrant Shares specified in the
     Exercise  Agreement.  The Warrant Shares so purchased shall be deemed to be
     issued to the holder hereof or such holder's designee,  as the record owner
     of such  shares,  as of the  close of  business  on the date on which  this
     Warrant shall have been surrendered, the completed Exercise Agreement shall
     have been  delivered,  and payment  shall have been made for such shares as
     set  forth  above.  Certificates  for  the  Warrant  Shares  so  purchased,
     representing  the  aggregate  number of shares  specified  in the  Exercise
     Agreement,  shall be  delivered  to the holder  hereof  within a reasonable
     time, not exceeding three (3) business days,  after this Warrant shall have
     been  so  exercised.  The  certificates  so  delivered  shall  be  in  such
     denominations  as may be  requested  by the  holder  hereof  and  shall  be
     registered  in the  name of such  holder  or such  other  name as  shall be
     designated by such holder.  If this Warrant shall have been  exercised only
     in part, then,  unless this Warrant has expired,  the Company shall, at its
     expense,  at the time of  delivery  of such  certificates,  deliver  to the
     holder a new  Warrant  representing  the number of shares  with  respect to
     which this Warrant shall not then have been  exercised.  In addition to all
     other  available  remedies  at law or in equity,  if the  Company  fails to
     deliver  certificates for the Warrant Shares within three (3) business days
     after this Warrant is  exercised,  then the Company shall pay to the holder
     in cash a penalty  (the  "Penalty")  equal to 2% of the  number of  Warrant
     Shares that the holder is entitled to  multiplied  by the Market  Price for
     each day that the  Company  fails to deliver  certificates  for the Warrant
     Shares.  For example,  if the holder is entitled to 100,000  Warrant Shares
     and the Market  Price is $2.00,  then the  Company  shall pay to the holder
     $4,000 for each day that the Company fails to deliver  certificates for the
     Warrant Shares.  The Penalty shall be paid to the holder by the fifth (5th)
     day of the month following the month in which it has accrued.

     Notwithstanding anything in this Warrant to the contrary, in no event shall
     the holder of this Warrant be entitled to exercise a number of Warrants (or
     portions thereof) in excess of the number of Warrants (or portions thereof)
     upon  exercise of which the sum of (i) the number of shares of Common Stock
     beneficially  owned by the holder and its affiliates  (other than shares of
     Common Stock which may be deemed  beneficially  owned through the ownership
     of the unexercised  Warrants and the unexercised or unconverted  portion of
     any other  securities of the Company  (including the Debentures (as defined
     in  the  Securities  Purchase   Agreement))  subject  to  a  limitation  on
     conversion or exercise  analogous to the limitation  contained  herein) and
     (ii) the number of shares of Common  Stock  issuable  upon  exercise of the
     Warrants (or  portions  thereof)  with  respect to which the  determination
     described herein is being made, would result in beneficial ownership by the
     holder and its  affiliates of more than 4.9% of the  outstanding  shares of
     Common  Stock.  For  purposes  of  the  immediately   preceding   sentence,
     beneficial  ownership  shall be determined in accordance with Section 13(d)
     of the Securities  Exchange Act of 1934, as amended,  and Regulation  13D-G
     thereunder,  except as  otherwise  provided in clause (i) of the  preceding
     sentence.  Notwithstanding  anything to the contrary  contained herein, the
     limitation  on exercise of this Warrant set forth herein may not be amended
     without  (i) the written  consent of the holder  hereof and the Company and
     (ii) the approval of a majority of shareholders of the Company.

2.   Period of Exercise. This Warrant is exercisable at any time or from time to
     time on or after the date on which this  Warrant  is issued  and  delivered
     pursuant to the terms of the Securities  Purchase Agreement and before 5:00
     p.m., New York City, New York time, on the second (2nd)  anniversary of the
     date of issuance (the "Exercise Period").

3.   Certain Agreements of the Company.  The Company hereby covenants and agrees
     as follows:


     (a)  Shares to be Fully Paid.  All Warrant  Shares will,  upon  issuance in
          accordance with the terms of this Warrant,  be validly  issued,  fully
          paid, and  nonassessable  and free from all taxes,  liens, and charges
          with respect to the issue thereof.

     (b)  Reservation of Shares.  During the Exercise Period,  the Company shall
          at all times have authorized, and reserved for the purpose of issuance
          upon exercise of this Warrant, a sufficient number of shares of Common
          Stock to provide for the exercise of this Warrant.

     (c)  Listing.  The Company shall promptly  secure the listing of the shares
          of Common  Stock  issuable  upon  exercise  of the  Warrant  upon each
          national  securities  exchange or automated  quotation system, if any,
          upon which shares of Common Stock are then listed (subject to official
          notice of issuance upon exercise of this Warrant) and shall  maintain,
          so long as any other shares of Common  Stock shall be so listed,  such
          listing of all shares of Common Stock from time to time  issuable upon
          the exercise of this  Warrant;  and the Company  shall so list on each
          national  securities  exchange or automated  quotation  system, as the
          case may be, and shall  maintain  such listing of, any other shares of
          capital  stock  of the  Company  issuable  upon the  exercise  of this
          Warrant if and so long as any shares of the same class shall be listed
          on such national securities exchange or automated quotation system.

     (d)  Certain Actions Prohibited.  The Company will not, by amendment of its
          charter   or  through   any   reorganization,   transfer   of  assets,
          consolidation,  merger,  dissolution,  issue or sale of securities, or
          any other voluntary  action,  avoid or seek to avoid the observance or
          performance  of any of the terms to be  observed  or  performed  by it
          hereunder,  but will at all times in good faith assist in the carrying
          out of all the  provisions  of this  Warrant  and in the taking of all
          such  action as may  reasonably  be  requested  by the  holder of this
          Warrant in order to protect the  exercise  privilege  of the holder of
          this Warrant against dilution or other impairment, consistent with the
          tenor and purpose of this Warrant.  Without limiting the generality of
          the foregoing,  the Company (i) will not increase the par value of any
          shares of Common  Stock  receivable  upon the exercise of this Warrant
          above the Exercise  Price then in effect,  and (ii) will take all such
          actions as may be necessary or  appropriate  in order that the Company
          may validly and legally issue fully paid and  nonassessable  shares of
          Common Stock upon the exercise of this Warrant.

     (e)  Successors  and Assigns.  This Warrant will be binding upon any entity
          succeeding to the Company by merger, consolidation,  or acquisition of
          all or substantially all the Company's assets.

4.   Antidilution Provisions. During the Exercise Period, the Exercise Price and
     the number of Warrant  Shares shall be subject to  adjustment  from time to
     time as provided in this  Paragraph 4. In the event that any  adjustment of
     the Exercise Price as required herein results in a fraction of a cent, such
     Exercise Price shall be rounded up to the nearest cent.

     (a)  Adjustment  of Exercise  Price and Number of Shares  upon  Issuance of
          Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e)
          hereof,  if and  whenever  on or after  the date of  issuance  of this
          Warrant,  the Company issues or sells, or in accordance with Paragraph
          4(b)  hereof is deemed to have  issued or sold,  any  shares of Common
          Stock for no  consideration  or for a consideration  per share (before
          deduction  of  reasonable  expenses  or  commissions  or  underwriting
          discounts or allowances in connection  therewith) less than the Market
          Price (as  hereinafter  defined) on the date of issuance (a  "Dilutive
          Issuance"),  then immediately upon the Dilutive Issuance, the Exercise
          Price  will  be  reduced  to a price  determined  by  multiplying  the
          Exercise Price in effect immediately prior to the Dilutive Issuance by
          a fraction,  (i) the  numerator of which is an amount equal to the sum
          of (x) the  number  of shares of  Common  Stock  actually  outstanding
          immediately prior to the Dilutive  Issuance,  plus (y) the quotient of
          the aggregate consideration, calculated as set forth in Paragraph 4(b)
          hereof, received by the Company upon such Dilutive Issuance divided by
          the Market Price in effect immediately prior to the Dilutive Issuance,
          and (ii) the  denominator  of which is the  total  number of shares of
          Common Stock Deemed  Outstanding (as defined below)  immediately after
          the Dilutive Issuance.

     (b)  Effect  on  Exercise  Price  of  Certain   Events.   For  purposes  of
          determining  the adjusted  Exercise Price under Paragraph 4(a) hereof,
          the following will be applicable:

          (i)  Issuance  of Rights or  Options.  If the  Company  in any  manner
               issues or grants any warrants,  rights or options, whether or not
               immediately  exercisable,  to subscribe for or to purchase Common
               Stock or other  securities  convertible  into or exchangeable for
               Common Stock  ("Convertible  Securities") (such warrants,  rights
               and options to purchase  Common Stock or  Convertible  Securities
               are hereinafter referred to as "Options") and the price per share
               for which  Common  Stock is  issuable  upon the  exercise of such
               Options is less than the Market  Price on the date of issuance or
               grant of such Options, then the maximum total number of shares of
               Common Stock issuable upon the exercise of all such Options will,
               as of the  date of the  issuance  or grant  of such  Options,  be
               deemed to be outstanding  and to have been issued and sold by the
               Company for such price per share.  For purposes of the  preceding
               sentence, the "price per share for which Common Stock is issuable
               upon the exercise of such  Options" is determined by dividing (i)
               the total amount,  if any,  received or receivable by the Company
               as  consideration  for  the  issuance  or  granting  of all  such
               Options,   plus  the  minimum   aggregate  amount  of  additional
               consideration,  if any,  payable to the Company upon the exercise
               of all such Options,  plus, in the case of Convertible Securities
               issuable upon the exercise of such Options, the minimum aggregate
               amount of additional consideration payable upon the conversion or
               exchange  thereof at the time such  Convertible  Securities first
               become  convertible  or  exchangeable,  by (ii) the maximum total
               number of shares of Common  Stock  issuable  upon the exercise of
               all  such  Options   (assuming  full  conversion  of  Convertible
               Securities, if applicable). No further adjustment to the Exercise
               Price will be made upon the actual  issuance of such Common Stock
               upon the  exercise  of such  Options  or upon the  conversion  or
               exchange of Convertible Securities issuable upon exercise of such
               Options.

          (ii) Issuance of Convertible Securities.  If the Company in any manner
               issues  or  sells  any  Convertible  Securities,  whether  or not
               immediately  convertible  (other than where the same are issuable
               upon the  exercise of Options)  and the price per share for which
               Common Stock is issuable upon such conversion or exchange is less
               than the Market Price on the date of  issuance,  then the maximum
               total  number  of  shares  of  Common  Stock  issuable  upon  the
               conversion or exchange of all such  Convertible  Securities will,
               as of the date of the issuance of such Convertible Securities, be
               deemed to be outstanding  and to have been issued and sold by the
               Company  for  such  price  per  share.  For the  purposes  of the
               preceding  sentence,  the "price per share for which Common Stock
               is issuable  upon such  conversion  or exchange" is determined by
               dividing (i) the total amount,  if any, received or receivable by
               the Company as consideration for the issuance or sale of all such
               Convertible  Securities,  plus the  minimum  aggregate  amount of
               additional consideration, if any, payable to the Company upon the
               conversion  or  exchange  thereof  at the time  such  Convertible
               Securities first become convertible or exchangeable,  by (ii) the
               maximum total number of shares of Common Stock  issuable upon the
               conversion  or exchange of all such  Convertible  Securities.  No
               further  adjustment  to the Exercise  Price will be made upon the
               actual  issuance of such Common Stock upon conversion or exchange
               of such Convertible Securities.

          (iii)Change in Option Price or  Conversion  Rate. If there is a change
               at any time in (i) the amount of additional consideration payable
               to the Company upon the exercise of any Options;  (ii) the amount
               of additional consideration,  if any, payable to the Company upon
               the  conversion  or exchange of any  Convertible  Securities;  or
               (iii)  the  rate  at  which  any   Convertible   Securities   are
               convertible  into or  exchangeable  for Common  Stock (other than
               under or by reason of  provisions  designed  to  protect  against
               dilution),  the  Exercise  Price  in  effect  at the time of such
               change will be readjusted to the Exercise  Price which would have
               been in  effect  at such  time had such  Options  or  Convertible
               Securities still outstanding provided for such changed additional
               consideration or changed  conversion rate, as the case may be, at
               the time initially granted, issued or sold.

          (iv) Treatment  of  Expired   Options  and   Unexercised   Convertible
               Securities. If, in any case, the total number of shares of Common
               Stock issuable upon exercise of any Option or upon  conversion or
               exchange of any  Convertible  Securities is not, in fact,  issued
               and the rights to exercise  such Option or to convert or exchange
               such Convertible Securities shall have expired or terminated, the
               Exercise  Price then in effect will be readjusted to the Exercise
               Price  which  would  have  been  in  effect  at the  time of such
               expiration  or   termination   had  such  Option  or  Convertible
               Securities,  to the extent outstanding  immediately prior to such
               expiration  or  termination  (other than in respect of the actual
               number  of  shares  of  Common  Stock  issued  upon  exercise  or
               conversion thereof), never been issued.

          (v)  Calculation  of  Consideration  Received.  If any  Common  Stock,
               Options or Convertible Securities are issued, granted or sold for
               cash, the  consideration  received  therefor for purposes of this
               Warrant  will be the amount  received  by the  Company  therefor,
               before   deduction  of   reasonable   commissions,   underwriting
               discounts or  allowances  or other  reasonable  expenses  paid or
               incurred by the Company in connection  with such issuance,  grant
               or  sale.  In case  any  Common  Stock,  Options  or  Convertible
               Securities are issued or sold for a consideration  part or all of
               which shall be other than cash,  the amount of the  consideration
               other than cash received by the Company will be the fair value of
               such consideration,  except where such consideration  consists of
               securities, in which case the amount of consideration received by
               the Company  will be the Market  Price  thereof as of the date of
               receipt.  In  case  any  Common  Stock,  Options  or  Convertible
               Securities are issued in connection with any acquisition,  merger
               or   consolidation   in  which  the  Company  is  the   surviving
               corporation,  the amount of consideration therefor will be deemed
               to be the  fair  value  of such  portion  of the net  assets  and
               business of the  non-surviving  corporation as is attributable to
               such Common Stock, Options or Convertible Securities, as the case
               may be.  The fair value of any  consideration  other than cash or
               securities  will be  determined  in good  faith  by the  Board of
               Directors of the Company.

          (vi) Exceptions to Adjustment of Exercise  Price. No adjustment to the
               Exercise  Price  will  be  made  (i)  upon  the  exercise  of any
               warrants,  options or convertible securities granted,  issued and
               outstanding  on the date of issuance of this  Warrant;  (ii) upon
               the grant or exercise of any stock or options which may hereafter
               be granted or exercised  under any employee  benefit plan,  stock
               option plan or restricted  stock plan of the Company now existing
               or to be  implemented  in the future,  so long as the issuance of
               such  stock  or  options  is   approved  by  a  majority  of  the
               independent members of the Board of Directors of the Company or a
               majority of the members of a committee of  independent  directors
               established  for such purpose;  or (iii) upon the exercise of the
               Warrants.

     (c)  Subdivision or Combination of Common Stock. If the Company at any time
          subdivides  (by any stock  split,  stock  dividend,  recapitalization,
          reorganization,  reclassification  or otherwise)  the shares of Common
          Stock  acquirable  hereunder  into a greater  number of shares,  then,
          after the date of record for effecting such subdivision,  the Exercise
          Price  in  effect  immediately  prior  to  such  subdivision  will  be
          proportionately  reduced.  If the  Company  at any time  combines  (by
          reverse     stock     split,     recapitalization,     reorganization,
          reclassification  or otherwise) the shares of Common Stock  acquirable
          hereunder  into a smaller  number of shares,  then,  after the date of
          record for effecting  such  combination,  the Exercise Price in effect
          immediately   prior  to  such  combination  will  be   proportionately
          increased.

     (d)  Adjustment in Number of Shares.  Upon each  adjustment of the Exercise
          Price  pursuant to the  provisions of this  Paragraph 4, the number of
          shares of Common Stock issuable upon exercise of this Warrant shall be
          adjusted by multiplying a number equal to the Exercise Price in effect
          immediately prior to such adjustment by the number of shares of Common
          Stock issuable upon exercise of this Warrant immediately prior to such
          adjustment  and  dividing  the  product so  obtained  by the  adjusted
          Exercise Price.

     (e)  Consolidation,  Merger or Sale.  In case of any  consolidation  of the
          Company with, or merger of the Company into any other corporation,  or
          in case of any sale or conveyance of all or  substantially  all of the
          assets of the Company other than in connection with a plan of complete
          liquidation of the Company, then as a condition of such consolidation,
          merger or sale or conveyance,  adequate provision will be made whereby
          the holder of this  Warrant will have the right to acquire and receive
          upon  exercise of this  Warrant in lieu of the shares of Common  Stock
          immediately  theretofore acquirable upon the exercise of this Warrant,
          such shares of stock, securities or assets as may be issued or payable
          with  respect  to or in  exchange  for the  number of shares of Common
          Stock immediately  theretofore acquirable and receivable upon exercise
          of this Warrant had such  consolidation,  merger or sale or conveyance
          not taken place.  In any such case, the Company will make  appropriate
          provision  to insure that the  provisions  of this  Paragraph 4 hereof
          will  thereafter  be applicable as nearly as may be in relation to any
          shares of stock or securities thereafter deliverable upon the exercise
          of this Warrant. The Company will not effect any consolidation, merger
          or sale or conveyance  unless prior to the consummation  thereof,  the
          successor  corporation (if other than the Company)  assumes by written
          instrument the obligations  under this Paragraph 4 and the obligations
          to  deliver  to the  holder  of this  Warrant  such  shares  of stock,
          securities or assets as, in accordance with the foregoing  provisions,
          the holder may be entitled to acquire.

     (f)  Distribution of Assets.  In case the Company shall declare or make any
          distribution of its assets (including cash) to holders of Common Stock
          as a partial  liquidating  dividend,  by way of return of  capital  or
          otherwise, then, after the date of record for determining stockholders
          entitled to such distribution,  but prior to the date of distribution,
          the holder of this  Warrant  shall be entitled  upon  exercise of this
          Warrant for the  purchase of any or all of the shares of Common  Stock
          subject hereto,  to receive the amount of such assets which would have
          been  payable to the holder  had such  holder  been the holder of such
          shares of Common  Stock on the record  date for the  determination  of
          stockholders entitled to such distribution.

     (g)  Notice of Adjustment.  Upon the occurrence of any event which requires
          any adjustment of the Exercise Price, then, and in each such case, the
          Company shall give notice thereof to the holder of this Warrant, which
          notice shall state the Exercise Price  resulting from such  adjustment
          and  the  increase  or  decrease  in  the  number  of  Warrant  Shares
          purchasable at such price upon  exercise,  setting forth in reasonable
          detail  the  method of  calculation  and the  facts  upon  which  such
          calculation is based. Such calculation shall be certified by the Chief
          Financial Officer of the Company.

     (h)  Minimum  Adjustment of Exercise  Price.  No adjustment of the Exercise
          Price shall be made in an amount of less than 1% of the Exercise Price
          in effect at the time such  adjustment  is  otherwise  required  to be
          made,  but any such  lesser  adjustment  shall be carried  forward and
          shall  be made at the  time and  together  with  the  next  subsequent
          adjustment  which,  together with any adjustments so carried  forward,
          shall amount to not less than 1% of such Exercise Price.

     (i)  No Fractional  Shares.  No fractional shares of Common Stock are to be
          issued upon the exercise of this Warrant,  but the Company shall pay a
          cash  adjustment  in  respect  of any  fractional  share  which  would
          otherwise be issuable in an amount  equal to the same  fraction of the
          Market Price of a share of Common Stock on the date of such exercise.

     (j)  Other Notices. In case at any time:


          (i)  the Company  shall  declare any  dividend  upon the Common  Stock
               payable  in  shares  of  stock of any  class  or make  any  other
               distribution  (including  dividends or  distributions  payable in
               cash out of  retained  earnings)  to the  holders  of the  Common
               Stock;

          (ii) the Company shall offer for  subscription pro rata to the holders
               of the Common Stock any  additional  shares of stock of any class
               or other rights;

          (iii)there  shall be any capital  reorganization  of the  Company,  or
               reclassification  of the Common Stock, or consolidation or merger
               of the Company with or into, or sale of all or substantially  all
               its assets to, another corporation or entity; or

          (iv) there  shall  be  a   voluntary   or   involuntary   dissolution,
               liquidation  or  winding-up  of the Company;  then,  in each such
               case,  the Company  shall give to the holder of this  Warrant (a)
               notice of the date on which the books of the Company  shall close
               or a record shall be taken for  determining the holders of Common
               Stock  entitled to receive any such  dividend,  distribution,  or
               subscription  rights or for  determining  the  holders  of Common
               Stock  entitled  to vote in respect  of any such  reorganization,
               reclassification,   consolidation,   merger,  sale,  dissolution,
               liquidation  or  winding-up  and  (b) in  the  case  of any  such
               reorganization,  reclassification,  consolidation,  merger, sale,
               dissolution,  liquidation or winding-up,  notice of the date (or,
               if not then  known,  a  reasonable  approximation  thereof by the
               Company)  when the same shall take place.  Such notice shall also
               specify  the date on which the  holders of Common  Stock shall be
               entitled to receive such dividend,  distribution, or subscription
               rights  or to  exchange  their  Common  Stock  for stock or other
               securities  or  property  deliverable  upon such  reorganization,
               reclassification,   consolidation,   merger,  sale,  dissolution,
               liquidation, or winding-up, as the case may be. Such notice shall
               be given at least 30 days prior to the record date or the date on
               which the Company's books are closed in respect thereto.  Failure
               to give any such  notice or any defect  therein  shall not affect
               the validity of the proceedings referred to in clauses (i), (ii),
               (iii) and (iv) above.

     (k)  Certain  Events.  If any event occurs of the type  contemplated by the
          adjustment  provisions of this Paragraph 4 but not expressly  provided
          for by such provisions,  the Company will give notice of such event as
          provided  in  Paragraph  4(g)  hereof,  and  the  Company's  Board  of
          Directors  will make an  appropriate  adjustment in the Exercise Price
          and the number of shares of Common Stock  acquirable  upon exercise of
          this  Warrant  so that the  rights  of the  holder  shall  be  neither
          enhanced nor diminished by such event.

     (l)  Certain Definitions.

          (i)  "Common Stock Deemed Outstanding" shall mean the number of shares
               of Common Stock actually  outstanding  (not  including  shares of
               Common  Stock  held in the  treasury  of the  Company),  plus (x)
               pursuant to Paragraph 4(b)(i) hereof, the maximum total number of
               shares of Common Stock issuable upon the exercise of Options,  as
               of the date of such  issuance or grant of such  Options,  if any,
               and (y) pursuant to Paragraph  4(b)(ii) hereof, the maximum total
               number of shares of Common  Stock  issuable  upon  conversion  or
               exchange of Convertible Securities, as of the date of issuance of
               such Convertible Securities, if any.

          (ii) "Market Price," as of any date, (i) means the average of the last
               reported  sale prices for the shares of Common Stock on the OTCBB
               for the five (5) Trading Days immediately  preceding such date as
               reported by Bloomberg,  or (ii) if the OTCBB is not the principal
               trading market for the shares of Common Stock, the average of the
               last reported sale prices on the principal trading market for the
               Common Stock during the same period as reported by Bloomberg,  or
               (iii) if market value cannot be calculated as of such date on any
               of the foregoing bases, the Market Price shall be the fair market
               value as reasonably  determined in good faith by (a) the Board of
               Directors   of  the   Corporation   or,   at  the   option  of  a
               majority-in-interest  of the holders of the outstanding  Warrants
               by (b) an independent  investment  bank of nationally  recognized
               standing in the valuation of  businesses  similar to the business
               of the corporation. The manner of determining the Market Price of
               the  Common  Stock set forth in the  foregoing  definition  shall
               apply with  respect to any other  security  in respect of which a
               determination as to market value must be made hereunder.

          (iii)"Common  Stock," for purposes of this  Paragraph 4,  includes the
               Common  Stock,  par value  $0.001 per share,  and any  additional
               class  of  stock  of  the  Company  having  no  preference  as to
               dividends or  distributions  on  liquidation,  provided  that the
               shares  purchasable  pursuant to this Warrant  shall include only
               shares of Common Stock, par value $0.001 per share, in respect of
               which this Warrant is exercisable,  or shares  resulting from any
               subdivision or  combination of such Common Stock,  or in the case
               of any reorganization,  reclassification,  consolidation, merger,
               or sale of the  character  referred to in Paragraph  4(e) hereof,
               the stock or other  securities  or property  provided for in such
               Paragraph.

5.   Issue Tax.  The  issuance  of  certificates  for  Warrant  Shares  upon the
     exercise of this Warrant shall be made without charge to the holder of this
     Warrant  or such  shares  for any  issuance  tax or other  costs in respect
     thereof,  provided  that the  Company  shall not be required to pay any tax
     which may be payable in respect of any  transfer  involved in the  issuance
     and  delivery  of any  certificate  in a name other than the holder of this
     Warrant.

6.   No Rights or Liabilities  as a Shareholder.  This Warrant shall not entitle
     the holder hereof to any voting rights or other rights as a shareholder  of
     the Company.  No provision of this Warrant,  in the absence of  affirmative
     action  by the  holder  hereof  to  purchase  Warrant  Shares,  and no mere
     enumeration herein of the rights or privileges of the holder hereof,  shall
     give rise to any  liability of such holder for the  Exercise  Price or as a
     shareholder  of the  Company,  whether  such  liability  is asserted by the
     Company or by creditors of the Company.

7.   Transfer, Exchange, and Replacement of Warrant.

     (a)  Restriction  on Transfer.  This Warrant and the rights  granted to the
          holder hereof are transferable, in whole or in part, upon surrender of
          this Warrant, together with a properly executed assignment in the form
          attached hereto, at the office or agency of the Company referred to in
          Paragraph  7(e)  below,  provided,   however,  that  any  transfer  or
          assignment  shall be subject to the  conditions set forth in Paragraph
          7(f)  hereof  and  to the  applicable  provisions  of  the  Securities
          Purchase Agreement. Until due presentment for registration of transfer
          on the books of the  Company,  the  Company  may treat the  registered
          holder hereof as the owner and holder hereof for all purposes, and the
          Company  shall  not  be  affected  by  any  notice  to  the  contrary.
          Notwithstanding   anything  to  the  contrary  contained  herein,  the
          registration  rights  described in Paragraph 8 are assignable  only in
          accordance  with the  provisions of that certain  Registration  Rights
          Agreement,  dated  January 24, 2002,  by and among the Company and the
          other signatories thereto (the "Registration Rights Agreement").

     (b)  Warrant  Exchangeable  for  Different  Denominations.  This Warrant is
          exchangeable,  upon the  surrender  hereof by the holder hereof at the
          office or agency of the Company  referred to in Paragraph  7(e) below,
          for new Warrants of like tenor representing in the aggregate the right
          to  purchase  the  number  of  shares  of  Common  Stock  which may be
          purchased hereunder,  each of such new Warrants to represent the right
          to purchase such number of shares as shall be designated by the holder
          hereof at the time of such surrender.

     (c)  Replacement   of  Warrant.   Upon   receipt  of  evidence   reasonably
          satisfactory  to the  Company  of the  loss,  theft,  destruction,  or
          mutilation  of this Warrant and, in the case of any such loss,  theft,
          or  destruction,  upon delivery of an indemnity  agreement  reasonably
          satisfactory in form and amount to the Company, or, in the case of any
          such mutilation,  upon surrender and cancellation of this Warrant, the
          Company, at its expense,  will execute and deliver, in lieu thereof, a
          new Warrant of like tenor.

     (d)  Cancellation;  Payment of Expenses. Upon the surrender of this Warrant
          in connection with any transfer,  exchange, or replacement as provided
          in this  Paragraph 7, this Warrant  shall be promptly  canceled by the
          Company.  The  Company  shall pay all  taxes  (other  than  securities
          transfer taxes) and all other expenses (other than legal expenses,  if
          any,  incurred by the holder or  transferees)  and charges  payable in
          connection with the preparation,  execution,  and delivery of Warrants
          pursuant to this Paragraph 7.

     (e)  Register.  The Company  shall  maintain,  at its  principal  executive
          offices  (or such  other  office or agency  of the  Company  as it may
          designate  by  notice  to the  holder  hereof),  a  register  for this
          Warrant, in which the Company shall record the name and address of the
          person in whose name this Warrant has been issued, as well as the name
          and address of each transferee and each prior owner of this Warrant.

     (f)  Exercise  or  Transfer  Without  Registration.  If, at the time of the
          surrender of this Warrant in connection  with any exercise,  transfer,
          or  exchange of this  Warrant,  this  Warrant  (or, in the case of any
          exercise,  the  Warrant  Shares  issuable  hereunder),  shall  not  be
          registered   under  the  Securities  Act  of  1933,  as  amended  (the
          "Securities  Act") and under  applicable  state securities or blue sky
          laws,  the  Company may  require,  as a  condition  of  allowing  such
          exercise,  transfer, or exchange, (i) that the holder or transferee of
          this  Warrant,  as the case may be,  furnish to the  Company a written
          opinion of counsel,  which  opinion and counsel are  acceptable to the
          Company, to the effect that such exercise,  transfer,  or exchange may
          be made without registration under said Act and under applicable state
          securities  or blue sky  laws,  (ii)  that the  holder  or  transferee
          execute and deliver to the  Company an  investment  letter in form and
          substance  acceptable to the Company and (iii) that the  transferee be
          an "accredited  investor" as defined in Rule 501(a)  promulgated under
          the Securities Act; provided that no such opinion, letter or status as
          an  "accredited  investor"  shall be  required  in  connection  with a
          transfer  pursuant  to Rule 144 under the  Securities  Act.  The first
          holder of this Warrant, by taking and holding the same,  represents to
          the Company that such holder is acquiring  this Warrant for investment
          and not with a view to the distribution thereof.

8.   Registration  Rights.  The  initial  holder of this  Warrant  (and  certain
     assignees  thereof) is entitled to the benefit of such registration  rights
     in  respect  of the  Warrant  Shares as are set  forth in  Section 2 of the
     Registration Rights Agreement.

9.   Notices.  All  notices,  requests,  and other  communications  required  or
     permitted to be given or delivered  hereunder to the holder of this Warrant
     shall be in writing, and shall be personally delivered, or shall be sent by
     certified or  registered  mail or by  recognized  overnight  mail  courier,
     postage prepaid and addressed, to such holder at the address shown for such
     holder on the books of the Company,  or at such other address as shall have
     been  furnished  to the Company by notice from such  holder.  All  notices,
     requests,  and other  communications  required or  permitted to be given or
     delivered  hereunder  to the  Company  shall be in  writing,  and  shall be
     personally  delivered,  or shall be sent by certified or registered mail or
     by recognized overnight mail courier, postage prepaid and addressed, to the
     office of the Company at 1127 Broadway Plaza, Suite 10, Tacoma,  Washington
     98402, Attention:  John P. Gorst, Chief Executive Officer, or at such other
     address  as shall  have been  furnished  to the  holder of this  Warrant by
     notice from the Company.  Any such notice,  request, or other communication
     may be sent by facsimile,  but shall in such case be subsequently confirmed
     by a writing  personally  delivered or sent by certified or registered mail
     or by recognized  overnight  mail courier as provided  above.  All notices,
     requests,  and other  communications  shall be  deemed  to have been  given
     either at the time of the receipt thereof by the person entitled to receive
     such notice at the address of such person for purposes of this Paragraph 9,
     or,  if  mailed  by  registered  or  certified  mail or  with a  recognized
     overnight  mail courier upon deposit with the United  States Post Office or
     such  overnight  mail  courier,  if postage is prepaid  and the  mailing is
     properly addressed, as the case may be.

10.  Governing Law. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN
     ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
     MADE AND TO BE PERFORMED  ENTIRELY WITH SUCH STATE,  WITHOUT  REGARD TO THE
     PRINCIPLES  OF CONFLICT OF LAWS.  THE PARTIES  HERETO  HEREBY SUBMIT TO THE
     EXCLUSIVE  JURISDICTION  OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW
     YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT,  THE
     AGREEMENTS  ENTERED  INTO  IN  CONNECTION   HEREWITH  OR  THE  TRANSACTIONS
     CONTEMPLATED HEREBY OR THEREBY.  BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE
     OF AN  INCONVENIENT  FORUM TO THE  MAINTENANCE  OF SUCH SUIT OR PROCEEDING.
     BOTH PARTIES  FURTHER  AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY
     FIRST  CLASS MAIL  SHALL BE DEEMED IN EVERY  RESPECT  EFFECTIVE  SERVICE OF
     PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL
     AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED
     BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
     SUIT OR  PROCEEDING  SHALL  BE  CONCLUSIVE  AND MAY BE  ENFORCED  IN  OTHER
     JURISDICTIONS  BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE
     PARTY  WHICH DOES NOT  PREVAIL IN ANY DISPUTE  ARISING  UNDER THIS  WARRANT
     SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES,  INCLUDING ATTORNEYS' FEES,
     INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

11.      Miscellaneous.

     (a)  Amendments.  This Warrant and any provision hereof may only be amended
          by an  instrument  in  writing  signed by the  Company  and the holder
          hereof.

     (b)  Descriptive   Headings.   The  descriptive  headings  of  the  several
          paragraphs  of this  Warrant are  inserted  for  purposes of reference
          only, and shall not affect the meaning or  construction  of any of the
          provisions hereof.

     (c)  Cashless Exercise.  Notwithstanding anything to the contrary contained
          in this Warrant,  if the resale of the Warrant Shares by the holder is
          not then registered  pursuant to an effective  registration  statement
          under  the   Securities   Act,   this  Warrant  may  be  exercised  by
          presentation  and  surrender  of this  Warrant  to the  Company at its
          principal  executive  offices  with a written  notice of the  holder's
          intention to effect a cashless  exercise,  including a calculation  of
          the number of shares of Common  Stock to be issued upon such  exercise
          in accordance  with the terms hereof (a "Cashless  Exercise").  In the
          event of a Cashless Exercise,  in lieu of paying the Exercise Price in
          cash,  the holder  shall  surrender  this  Warrant  for that number of
          shares of Common Stock determined by multiplying the number of Warrant
          Shares to which it would  otherwise  be entitled  by a  fraction,  the
          numerator  of which shall be the  difference  between the then current
          Market Price per share of the Common Stock and the Exercise Price, and
          the  denominator  of which shall be the then current  Market Price per
          share of Common  Stock.  For  example,  if the  holder  is  exercising
          100,000  Warrants with a per Warrant exercise price of $0.75 per share
          through a cashless  exercise when the Common  Stock's  current  Market
          Price per share is $2.00 per share,  then upon such Cashless  Exercise
          the holder will receive 62,500 shares of Common Stock.

     (d)  Remedies.  The  Company  acknowledges  that  a  breach  by it  of  its
          obligations  hereunder will cause  irreparable harm to the holder,  by
          vitiating  the intent  and  purpose  of the  transaction  contemplated
          hereby.  Accordingly,  the Company acknowledges that the remedy at law
          for a breach of its obligations  under this Warrant will be inadequate
          and  agrees,  in the  event of a breach  or  threatened  breach by the
          Company of the  provisions of this  Warrant,  that the holder shall be
          entitled,  in  addition to all other  available  remedies at law or in
          equity,  and in addition to the  penalties  assessable  herein,  to an
          injunction or injunctions restraining, preventing or curing any breach
          of this Warrant and to enforce  specifically  the terms and provisions
          thereof,  without the  necessity of showing  economic loss and without
          any bond or other security being required.











                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>




     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

                                       INSYNQ, INC.



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


Dated as of July 3, 2002


<PAGE>






                           FORM OF EXERCISE AGREEMENT

                                                  Dated:  ________ __, 200_


To:      Insynq, Inc.

     The  undersigned,  pursuant  to the  provisions  set  forth  in the  within
Warrant,  hereby agrees to purchase  ________  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by  certified or official  bank check in the
amount of,  or, if the resale of such  Common  Stock by the  undersigned  is not
currently registered pursuant to an effective  registration  statement under the
Securities  Act of 1933, as amended,  by surrender of  securities  issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $_________.  Please issue a certificate  or  certificates  for
such shares of Common  Stock in the name of and pay any cash for any  fractional
share to:



                                 Name:    ______________________________


                                 Signature:
                                 Address:_______________________________


     Note:The above  signature  should  correspond  exactly with the name on the
          face of the  within  Warrant,  if  applicable.and,  if said  number of
          shares of Common Stock shall not be all the shares  purchasable  under
          the within Warrant,  a new Warrant is to be issued in the name of said
          undersigned covering the balance of the shares purchasable  thereunder
          less any fraction of a share paid in cash.



<PAGE>






                               FORM OF ASSIGNMENT


     FOR VALUE RECEIVED,  the undersigned hereby sells,  assigns,  and transfers
all the rights of the undersigned under the within Warrant,  with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

Name of Assignee                         Address                No. of Shares







and       hereby        irrevocably        constitutes        and       appoints
___________________________________  as agent and  attorney-in-fact  to transfer
said Warrant on the books of the  within-named  corporation,  with full power of
substitution in the premises.


Dated:   ________ __, 200_


In the presence of:                        _____________________________________

                                           Name:    ____________________________


                                           Signature:___________________________
                                           Title of Signing Officer or Agent
                                           if any):
                                           _______________________________

                                           Address: _________________________



     Note:The above  signature  should  correspond  exactly with the name on the
          face of the within Warrant, if applicable.