<PAGE>

                               eSYNCH CORPORATION

                            1999 STOCK INCENTIVE PLAN

This 1999 STOCK INCENTIVE PLAN (the "Plan") is hereby established by eSynch
Corporation, a Delaware corporation (the "Company"), as adopted by its Board
of Directors as of August __, 1999 (the "Effective Date").

                              PURPOSES OF THE PLAN.

         The purposes of the Plan are (a) to enhance the Company's ability to
attract and retain the services of qualified employees, officers and
directors (including non-employee officers and directors), and consultants
and other service providers upon whose judgment, initiative and efforts the
successful conduct and development of the Company's business largely depends,
and (b) to provide additional incentives to such persons or entities to
devote their utmost effort and skill to the advancement and betterment of the
Company, by providing them an opportunity to participate in the ownership of
the Company and thereby have an interest in the success and increased value
of the Company.

                                  DEFINITIONS.

         For purposes of this Plan, the following terms shall have the meanings
indicated:

Administrator.

         "Administrator" means the Board or, if the Board delegates
responsibility for any matter to the Committee, the term Administrator shall
mean the Committee.

Affiliated Company.

         "Affiliated Company" means any "parent corporation" or "subsidiary
corporation" of the Company, whether now existing or hereafter created or
acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code,
respectively.

Board.

         "Board" means the Board of Directors of the Company.

Change in Control.

         "Change in Control" shall mean (i) the acquisition, directly or
indirectly, by any person or group (within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended) of the beneficial ownership of
securities of the Company possessing more than fifty percent (50%) of the total
combined voting power of all outstanding securities of the Company; (ii) a
merger or consolidation in which the Company is not the surviving entity, except
for a transaction in which the holders of the outstanding voting securities of
the Company immediately prior to such merger or consolidation hold, in the
aggregate, securities possessing more than fifty percent (50%) of the total
combined voting power of all outstanding voting securities of the surviving
entity immediately after

<PAGE>

such merger or consolidation; (iii) a reverse merger in which the Company is
the surviving entity but in which securities possessing more than fifty
percent (50%) of the total combined voting power of all outstanding voting
securities of the Company are transferred to or acquired by a person or
persons different from the persons holding those securities immediately prior
to such merger; (iv) the sale, transfer or other disposition (in one
transaction or a series of related transactions) of all or substantially all
of the assets of the Company; or (v) the approval by the stockholders of a
plan or proposal for the liquidation or dissolution of the Company.

Code.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

Committee.

         "Committee" means a committee of two or more members of the Board
appointed to administer the Plan, as set forth in Section 7.1 hereof.

Common Stock.

         "Common Stock" means the Common Stock, par value $0.001 per share,
of the Company, subject to adjustment pursuant to Section 4.2 hereof.

Continuous Service.

         "Continuous Service" shall mean--

         (a) employment by either the Company or any parent or subsidiary
              corporation of the Company, or by a corporation or a parent or
              subsidiary of a corporation issuing or assuming a stock option in
              a transaction to which Section 424(a) of the Code applies, which
              is uninterrupted except for vacations, illness (except for
              permanent disability, as defined in Section 22(e)(3) of the Code),
              or leaves of absence which are approved in writing by the Company
              or any of such other employer corporations, if applicable,

         (b) service as a member of the Board of Directors of the Company until
              Optionee resigns, is removed from office, or Optionee's term of
              office expires and he or she is not reelected, or

         (c) so long as Optionee is engaged as a consultant or service provider
              to the Company or any corporation referred to in clause (a) above.

Disability.

         "Disability" means permanent and total disability as defined in
Section 22(e)(3) of the Code. The Administrator's determination of a
Disability or the absence thereof shall be conclusive and binding on all
interested parties.

Effective Date.

         "Effective Date" means the date on which the Plan is adopted by the
Board, as set forth on the first page hereof.

Exercise Price.

         "Exercise Price" means the purchase price per share of Common Stock
payable upon exercise of an Option.

                                     2

<PAGE>

Fair Market Value.

         "Fair Market Value" on any given date means the value of one share
of Common Stock, determined as follows:

         (a) If the Common Stock is then listed or admitted to trading on the
              Nasdaq Stock Market or a stock exchange which reports closing sale
              prices, the Fair Market Value shall be the closing sale price on
              the date of valuation as so reported by the principal system or
              exchange on which the Common Stock is traded, or, if no closing
              sale price is reported on such day, then the Fair Market Value
              shall be the closing sale price of the Common Stock as so reported
              on the next preceding day on which a closing sale price is
              reported.

         (b) If the Common Stock is not then listed or admitted to trading on
              the Nasdaq Stock Market or a stock exchange which reports closing
              sale prices, the Fair Market Value shall be the average of the
              reported closing bid and asked prices of the Common Stock in the
              over-the-counter market on the date of valuation.

         (c) If neither (a) nor (b) is applicable as of the date of valuation,
              then the Fair Market Value shall be determined by the
              Administrator in good faith using any reasonable method of
              evaluation, which determination shall be conclusive and binding on
              all interested parties.

Hostile Takeover.

         "Hostile Takeover" shall mean either of the following events effecting
a change in control or ownership of the Company:

         (a) the acquisition, directly or indirectly, by any person or related
              group of persons (other than the Company or a person that directly
              or indirectly controls, is controlled by, or is under common
              control with, the Company) of beneficial ownership (within the
              meaning of Rule 13d-3 of the 1934 Act) of securities possessing
              more than fifty percent (50%) of the total combined voting power
              of the Company's outstanding securities pursuant to a tender or
              exchange offer made directly to the Company's stockholders which
              the Board does not recommend such stockholders to accept, or

         (b) a change in the composition of the Board over a period of
              thirty-six (36) consecutive months or less such that a majority of
              the Board members ceases, by reason of one or more contested
              elections for Board membership, to be comprised of individuals who
              either (A) have been Board members continuously since the
              beginning of such period or (B) have been elected or nominated for
              election as Board members during such period by at least a
              majority of the Board members described in clause (A) who were
              still in office at the time the Board approved such election or
              nomination.

Incentive Option.

         "Incentive Option" means any Option designated and qualified as an
"incentive stock option" as defined in Section 422 of the Code.

NASD Dealer.

         "NASD Dealer" means a broker-dealer that is a member of the National
Association of Securities Dealers, Inc.

Nonqualified Option.

         "Nonqualified Option" means any Option that is not an Incentive Option.
To the extent that any Option designated as an Incentive Option fails in whole
or in part to qualify as an Incentive Option, including, without limitation, for
failure to meet the limitations applicable to a 10%

                                     3

<PAGE>

Stockholder or because it exceeds the annual limit provided for in Section
5.6 below, it shall to that extent constitute a Nonqualified Option.

Offeree.

         "Offeree" means a Participant to whom a Right to Purchase has been
offered or who has acquired Restricted Stock under the Plan.

Option.

         "Option" means any option to purchase Common Stock granted pursuant to
the Plan.

Option Agreement.

         "Option Agreement" means the written agreement entered into between
the Company and the Optionee with respect to an Option granted under the Plan.

Optionee.

         "Optionee" means a Participant who holds an Option.

Participant.

         "Participant" means an individual or entity who holds an Option, a
Right to Purchase or Restricted Stock under the Plan.

Public Offering.

         "Public Offering" shall mean the sale to the public and closing of
an underwritten public offering of the Company's Common Stock that is
registered under the Securities Act of 1933.

Purchase Price.

         "Purchase Price" means the purchase price per share of Restricted Stock
payable upon acceptance of a Right to Purchase.

Restricted Stock.

         "Restricted Stock" means shares of Common Stock issued, subject to any
restrictions and conditions as are established, pursuant to Section 6.

Restricted Stock Purchase Agreement.

         "Restricted Stock Purchase Agreement" means the written agreement
entered into between the Company and the Offeree with respect to a Right to
Purchase offered under the Plan.

Right to Purchase.

         "Right to Purchase" means a right to purchase Restricted Stock granted
to an Offeree pursuant to Section 6 hereof.

                                     4

<PAGE>

Service Provider.

         "Service Provider" means a consultant or other person or entity who
provides advice or other services to the Company or an Affiliated Company and
who the Administrator authorizes to become a Participant in the Plan.

10% Stockholder.

         "10% Stockholder" means a person who, as of a relevant date, owns or
is deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or of an Affiliated
Company.

                                  ELIGIBILITY.

Incentive Options.

         Officers and other key employees of the Company or of an Affiliated
Company (including members of the Board if they are employees of the Company
or of an Affiliated Company) are eligible to receive Incentive Options under
the Plan.

Nonqualified Options and Rights to Purchase.

         Officers and other key employees of the Company or of an Affiliated
Company, members of the Board (whether or not employed by the Company or an
Affiliated Company), and Service Providers are eligible to receive
Nonqualified Options or Rights to Purchase under the Plan.

Limitation on Shares.

         In no event shall any Participant be granted Options or Rights to
Purchase in any one calendar year pursuant to which more than 500,000 shares
of Common Stock may be acquired.

                                  PLAN SHARES.

Shares Subject to the Plan.

         A total of 3,000,000 shares of Common Stock may be issued under the
Plan, subject to adjustment as to the number and kind of shares pursuant to
Section 4.2 hereof. For purposes of this limitation, in the event that

         (a) all or any portion of any Option or Right to Purchase granted or
              offered under the Plan can no longer under any circumstances be
              exercised, or

         (b) any shares of Common Stock are reacquired by the Company pursuant
              to an Option Agreement or Restricted Stock Purchase Agreement, the
              shares of Common Stock allocable to the unexercised portion of
              such Option or such Right to Purchase, or the shares so
              reacquired, shall again be available for grant or issuance under
              the Plan.

                                     5

<PAGE>

Changes in Capital Structure.

         If the then outstanding shares of Common Stock are increased or
decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of a recapitalization,
stock split, combination of shares, reclassification, stock dividend, or
other similar change in the capital structure of the Company, then
appropriate adjustments shall be made by the Administrator to the aggregate
number and kind of shares subject to this Plan, and the number and kind of
shares and the price per share subject to outstanding Option Agreements,
Rights to Purchase and Restricted Stock Purchase Agreements in order to
preserve, as nearly as practical, but not to increase, the benefits to
Participants.

                                    OPTIONS.

Option Agreement.

         Each Option granted pursuant to this Plan shall be evidenced by an
Option Agreement which shall specify the number of shares subject thereto,
the Exercise Price per share, and whether the Option is an Incentive Option
or Nonqualified Option. As soon as is practical following the grant of an
Option, an Option Agreement shall be duly executed and delivered by or on
behalf of the Company to the Optionee to whom such Option was granted. Each
Option Agreement shall be in such form and contain such additional terms and
conditions, not inconsistent with the provisions of this Plan, as the
Administrator shall, from time to time, deem desirable, including, without
limitation, the imposition of any first rights of refusal and resale
restrictions or repurchase rights upon any shares of Common Stock acquired
pursuant to an Option Agreement. Each Option Agreement may be different from
each other Option Agreement in any respect.

Exercise Price.

         The Exercise Price per share of Common Stock covered by each Option
shall be determined by the Administrator, subject to the following:

         (a) the Exercise Price of an Incentive Option shall not be less than
              100% of Fair Market Value on the date the Incentive Option is
              granted,

         (b) the Exercise Price of a Nonqualified Option shall not be less than
              85% of Fair Market Value on the date the Nonqualified Option is
              granted (or 100% as to a Nonqualified Option granted to a 10%
              Stockholder), and

         (c) if the person to whom an Incentive Option is granted is a 10%
              Stockholder on the date of grant, the Exercise Price shall not be
              less than 110% of Fair Market Value on the date the Option is
              granted.

Payment of Exercise Price.

         Payment of the Exercise Price shall be made upon exercise of an Option
and may be made, in the discretion of the Administrator, subject to any legal
restrictions, by--

         (a) cash;

         (b) check;

         (c) the surrender of shares of Common Stock owned by the Optionee that
              have been held by the Optionee for at least six (6) months, which
              surrendered shares shall be valued at Fair Market Value as of the
              date of such exercise;

         (d) the Optionee's promissory note in a form and on terms
              acceptable to the Administrator;

         (e) the cancellation of indebtedness of the Company to the Optionee;

                                     6

<PAGE>

         (f) the waiver of compensation due or accrued to the Optionee for
              services rendered;

         (g) provided that a public market for the Common Stock exists, a
              "same day sale" commitment from the Optionee and an NASD Dealer
              whereby the Optionee irrevocably elects to exercise the Option
              and to sell a portion of the shares so purchased to pay for the
              Exercise Price and whereby the NASD Dealer irrevocably commits
              upon receipt of such shares to forward the Exercise Price
              directly to the Company;

         (h) provided that a public market for the Common Stock exists, a
              "margin" commitment from the Optionee and an NASD Dealer whereby
              the Optionee irrevocably elects to exercise the Option and to
              pledge the shares so purchased to the NASD Dealer in a margin
              account as security for a loan from the NASD Dealer in the amount
              of the Exercise Price, and whereby the NASD Dealer irrevocably
              commits upon receipt of such shares to forward the Exercise Price
              directly to the Company; or

         (i) any combination of the foregoing methods of payment or any other
              consideration or method of payment as shall be permitted by
              applicable corporate law.

Term and Termination of Options.

         The term and provisions for termination of each Option shall be as
fixed by the Administrator, but no Option may be exercisable more than ten
(10) years after the date it is granted. An Incentive Option granted to a
person who is a 10% Stockholder on the date of grant shall not be exercisable
more than five (5) years after the date it is granted.

Vesting and Exercise of Options.

         Each Option shall vest and become exercisable in one or more
installments at such time or times and subject to such conditions, including
without limitation the achievement of specified performance goals or
objectives, as shall be determined by the Administrator; provided, however
that Options granted to employees who are not officers, directors or Service
Providers shall vest and become exercisable in installments at a minimum rate
of 20% per year over a period of five (5) years from the date the Option is
granted.

Annual Limit on Incentive Options.

         To the extent required for "incentive stock option" treatment under
Section 422 of the Code, the aggregate Fair Market Value (determined as of
the time of grant) of the Common Stock shall not, with respect to which
Incentive Options granted under this Plan and any other plan of the Company
or any Affiliated Company become exercisable for the first time by an
Optionee during any calendar year, exceed $100,000. To the extent such dollar
limitation is exceeded, the excess portion of such Option shall be
exercisable as a Nonqualified Option under the Federal tax laws.

Limited Transferability.

         No Incentive Option or Nonqualified Options shall be assignable or
transferable except by will or the laws of descent and distribution, and during
the life of the Optionee shall be exercisable only by such Optionee.
Notwithstanding the foregoing, shares purchased upon exercise of Nonqualified
Options may be transferred, if the transferee agrees to be bound by the same
transfer restrictions applicable to the Participant, in connection with the
Optionee's estate plan, be assigned in whole or in part, during the Optionee's
lifetime to one or more members of the Optionee's immediate family, including
any parent, descendant, spouse, brother, sister, grandparent, grandchild,
dependent, or member of their immediate families, or to a trust established
exclusively for one or more such persons. The terms applicable to the assigned
portion of the shares shall be the same as those in effect

                                     7

<PAGE>

for the option immediately prior to such assignment and shall be set forth in
such documents issued to the assignee as the Administrator may deem
appropriate. In the event that applicable tax law and federal and state
securities laws permit transfer of Options in any particular case, then with
the consent of the Administrator in such case, an Option may be transferred
consistent with restrictions under law and subject to any terms or
restrictions imposed by the Administrator.

Rights as Stockholder.

         An Optionee or permitted transferee of an Option shall have no
rights or privileges as a stockholder with respect to any shares covered by
an Option until such Option has been duly exercised and certificates
representing shares purchased upon such exercise have been issued to such
person.

Company's Repurchase Rights.

         In the event of termination of a Participant's Continuous Service
for any reason whatsoever (including death or disability), the Option
Agreement may provide, in the discretion of the Administrator, that the
Company, or its assignee, shall have the right, exercisable at the discretion
of the Administrator, to repurchase shares of Common Stock acquired pursuant
to the exercise of an Option at any time, at any price, and on any terms as
set forth in the Option Agreement evidencing such Options.

Restrictions on Underlying Shares of Common Stock.

         Shares of Common Stock issued pursuant to the exercise of an Option
may not be sold, assigned, transferred, pledged or otherwise encumbered or
disposed of except as specifically provided in the Option Agreement.


                               RIGHTS TO PURCHASE.

Nature of Right to Purchase.

         A Right to Purchase granted to an Offeree entitles the Offeree to
purchase, for a Purchase Price determined by the Administrator, shares of
Common Stock subject to such terms, restrictions and conditions as the
Administrator may determine at the time of grant ("Restricted Stock"). Such
conditions may include, but are not limited to, Continuous Service or the
achievement of specified performance goals or objectives. The Administrator
shall have the discretion to grant options, or amend outstanding options,
such that the unvested portion of options are exercisable for Restricted
Stock.

Acceptance of Right to Purchase.

         An Offeree shall have no rights with respect to the Restricted Stock
subject to a Right to Purchase unless the Offeree shall have accepted the Right
to Purchase within ten (10) days (or such longer or shorter period as the
Administrator may specify) following the grant of the Right to Purchase by
making payment of the full Purchase Price to the Company in the manner set forth
in Section 6.3 hereof and by executing and delivering to the Company a
Restricted Stock Purchase Agreement. Each Restricted Stock Purchase Agreement
shall be in such form, and shall set forth the Purchase Price and such other
terms, conditions and restrictions of the Restricted Stock, not

                                     8

<PAGE>

inconsistent with the provisions of this Plan, as the Administrator shall,
from time to time, deem desirable. Each Restricted Stock Purchase Agreement
may be different from each other Restricted Stock Purchase Agreement.

Payment of Purchase Price.

         Subject to any legal restrictions, payment of the Purchase Price
upon acceptance of a Right to Purchase Restricted Stock may be made, in the
discretion of the Administrator, by--

         (a) cash;

         (b) check;

         (c) the surrender of shares of Common Stock owned by the Offeree that
              have been held by the Offeree for at least six (6) months, which
              surrendered shares shall be valued at Fair Market Value as of the
              date of such exercise;

         (d) the Offeree's promissory note in a form and on terms acceptable to
              the Administrator;

         (e) the cancellation of indebtedness of the Company to the Offeree;

         (f) the waiver of compensation due or accrued to the Offeree for
              services rendered; or

         (g) any combination of the foregoing methods of payment or any other
              consideration or method of payment as shall be permitted by
              applicable corporate law.

Rights as a Stockholder.

         Upon complying with the provisions of Section 6.2 hereof, an Offeree
shall have the rights of a stockholder with respect to the Restricted Stock
purchased pursuant to the Right to Purchase, including voting and dividend
rights, subject to the terms, restrictions and conditions as are set forth in
the Restricted Stock Purchase Agreement. Unless the Administrator shall
determine otherwise, certificates evidencing shares of Restricted Stock shall
remain in the possession of the Company in accordance with the terms of the
Restricted Stock Purchase Agreement until such shares have vested.

Restrictions.

         Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically
provided in the Restricted Stock Purchase Agreement or by the Administrator
in the particular case. In the event of termination of a Participant's
employment, service as a director of the Company or Service Provider status
for any reason whatsoever (including death or disability), the Restricted
Stock Purchase Agreement may provide, in the discretion of the Administrator,
that the Company shall have the right, exercisable at the discretion of the
Administrator, to repurchase

         (i)  at the original Purchase Price, any shares of Restricted Stock
               which have not vested as of the date of termination, and

         (ii) at Fair Market Value, any shares of Restricted Stock which have
               vested as of such date, on such terms as may be provided in the
               Restricted Stock Purchase Agreement;

         provided that, for Restricted Stock granted to employees who are not
officers, directors or Service Providers, the Company's Repurchase Right at the
original purchase price lapses at a minimum rate of 20% per year over a period
of five (5) years from the date the Right to Purchase was granted.

                                       9

<PAGE>

Vesting of Restricted Stock.

         The Restricted Stock Purchase Agreement shall specify the date or
dates, the performance goals or objectives which must be achieved, and any other
conditions on which the Restricted Stock may vest.

Dividends.

         If payment for shares of Restricted Stock is made by promissory note,
any cash dividends paid with respect to the Restricted Stock may be applied, in
the discretion of the Administrator, to repayment of such note.

Limited Assignability of Rights.

         No Right to Purchase shall be assignable or transferable except by will
or the laws of descent and distribution. Restricted Stock may, in connection
with the Participant's estate plan, be assigned in whole or in part during the
Participant's lifetime to one or more members of the Participant's immediate
family, including any parent, descendant, spouse, brother, sister, grandparent,
grandchild, dependent, or member of their immediate families, or to a trust
established exclusively for one or more such persons, or to a trust established
exclusively for one or more such family members. The terms applicable to the
assigned portion shall be the same as those in effect for the Restricted Stock
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Plan Administrator may deem appropriate. In the
event that applicable tax law and federal and state securities laws permit
transfer of Restricted Stock in any other particular case, then with the consent
of the Administrator in such case, Restricted Stock may be transferred
consistent with restrictions under law and subject to any terms or restrictions
imposed by the Administrator.

                       ADMINISTRATION OF THE PLAN.

Administrator.

         Authority to control and manage the operation and administration of the
Plan shall be vested in the Board, which may delegate such responsibilities in
whole or in part to a committee consisting of two (2) or more members of the
Board (the "Committee"). Members of the Committee may be appointed from time to
time by, and shall serve at the pleasure of, the Board. As used herein, the term
"Administrator" means the Board or, with respect to any matter as to which
responsibility has been delegated to the Committee, the term Administrator shall
mean the Committee.

Powers of the Administrator.

         In addition to any other powers or authority conferred upon the
Administrator elsewhere in the Plan or by applicable law, the Administrator
shall have full power and authority, at any time and from time to time:

         (a) to determine the persons to whom, and the time or times at which,
              Incentive Options or Nonqualified Options shall be granted and
              Rights to Purchase shall be offered, the number of shares to be
              represented by each Option and Right to Purchase and the
              consideration to be received by the Company upon the exercise
              thereof;

         (b) to interpret the Plan;


                                       10
<PAGE>

         (c) to create, amend or rescind rules and regulations relating to the
              Plan;

         (d) to determine the terms, conditions and restrictions contained in,
              and the form of, Option Agreements and Restricted Stock Purchase
              Agreements;

         (e) to determine the identity or capacity of any persons who may be
              entitled to exercise a Participant's rights under any Option or
              Right to Purchase under the Plan;

         (f) to correct any defect or supply any omission or reconcile any
              inconsistency in the Plan or in any Option Agreement or Restricted
              Stock Purchase Agreement;

         (g) to extend the exercise date of any Option or acceptance date of any
              Right to Purchase;

         (h) to provide for first rights of refusal and/or repurchase rights;

         (i) to effect, with the consent of the affected Participant, the
              cancellation of any or all outstanding Options and to grant, in
              substitution, new options covering the same or different number of
              shares of Common Stock but with an exercise price per share based
              on the Fair Market Value on the new grant date; and

         (i) to amend outstanding Option Agreements and Restricted Stock
              Purchase Agreements to provide for, among other things, any change
              or modification to a provision which the Administrator could have
              provided for upon the grant of an Option or Right to Purchase or
              upon the issuance of Restricted Stock or in furtherance of the
              powers provided for herein; and

         (j) to make all other determinations necessary or advisable for the
              administration of the Plan, but only to the extent not contrary to
              the express provisions of the Plan.

         Any action, decision, interpretation or determination made in good
faith by the Administrator in the exercise of its authority conferred upon it
under the Plan shall be final and binding on the Company and all Participants.

Limitation on Liability.

         No employee of the Company or member of the Board or Committee shall be
subject to any liability with respect to duties under the Plan unless the person
acts fraudulently or in bad faith. To the extent permitted by law, the Company
shall indemnify each member of the Board or Committee, and any employee of the
Company with duties under the Plan, who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed proceeding, whether
civil, criminal, administrative or investigative, by reason of such person's
conduct in the performance of duties under the Plan.

                       MERGERS AND OTHER REORGANIZATIONS.

Mergers and Other Reorganizations.

         The Option Agreement or Restricted Stock Purchase Agreement shall make
provision for what, if anything, shall happen in the event that the Company at
any time proposes to enter into any transaction approved by the Board to
dissolve, liquidate, sell substantially all of its assets, or merge or
consolidate, or acquire property or shares, separate or reorganize, with any
other entity or entities, corporate or otherwise, as a result of which either
the Company is not the surviving corporation or the Company is the surviving
corporation. The Plan and outstanding Options, Rights of Purchase, or Restricted
Stock shall in no way affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

Change in Control.

         In the event of a Change in Control of the Company, concurrent with and
conditioned upon the effective date of the proposed transaction, any outstanding
unexercised Options and Rights to Purchase that have not yet vested shall be
accelerated and vest at such time to the extent that the

                                       11
<PAGE>

Option Agreement or Restricted Stock Purchase Agreement provides.
Notwithstanding the foregoing, the Administrator in its discretion may take
one or more of the following actions:

     (i)   provide for the purchase or exchange of this Option for an amount of
           cash or other property having a value equal to the difference, or
           spread, between

          (x) the value of the cash or other property that the Optionee would
              have received pursuant to such Change in Control transaction in
              exchange for the shares issuable upon exercise of this Option had
              this Option been exercised immediately prior to such Change in
              Control transaction and

          (y) the Exercise Price,

     (ii)  adjust the terms of this Option in a manner determined by the
           Administrator to reflect the Change in Control,

     (iii) cause this Option to be assumed, or new rights substituted therefor,
           by another entity, through the continuance of the Plan and the
           assumption of this Option, or the substitution for this Option of a
           new option of comparable value covering shares of a successor
           corporation, with appropriate adjustments as to the number and kind
           of shares and Exercise Price, in which event the Plan and this
           Option, or the new option substituted therefor, shall continue in
           the manner and under the terms so provided, or

     (iv) make such other provision as the Administrator may consider equitable.

         If the Administrator does not take any of the forgoing actions, this
Option shall terminate upon the consummation of the Change in Control and the
Administrator shall cause written notice of the proposed transaction to be given
to the Optionee not less than fifteen (15) days prior to the anticipated
effective date of the proposed transaction.

Hostile Takeover.

         The Administrator shall have the discretionary authority to structure
Option Agreements and Restricted Stock Purchase Agreements such that the
Company's Repurchase Rights shall terminate and such shares shall vest
automatically upon the consummation of a Hostile Take-Over, to condition the
automatic acceleration of one or more Options and the termination of one or more
of the Company's Repurchase Rights under Restricted Stock Purchase Agreements
upon the involuntary termination of the Participant's Continuous Service within
a designated period (not to exceed eighteen (18) months) following the effective
date of a Hostile Take-Over, and to make provision that each Option so
accelerated shall remain exercisable for fully-vested shares until a date not
later than the expiration of the option term.

                     AMENDMENT AND TERMINATION OF THE PLAN.

Amendments.

         The Board shall have full power and authority (subject to certain
amendments requiring stockholder approval pursuant to applicable laws or
regulations) from time to time to alter, amend, suspend or terminate the Plan in
any or all respects as the Board may deem advisable. No such alteration,
amendment, suspension or termination shall be made which shall substantially
affect or impair the rights of any Participant under an outstanding Option
Agreement or Restricted Stock Purchase Agreement without such Participant's
consent. The Board may alter or amend the Plan to comply with requirements under
the Code relating to Incentive Options or other types of options which give
Optionees more favorable tax treatment than that applicable to Options granted
under this Plan. Upon any such alteration or amendment, any outstanding Option
granted hereunder may, if the Administrator so determines and if permitted by
applicable law, be subject to the more favorable tax treatment afforded to an
Optionee pursuant to such terms and conditions.


                                       12
<PAGE>

Plan Termination.

         Unless the Plan shall theretofore have been terminated, the Plan shall
terminate on the tenth (10th) anniversary of the Effective Date and no Options
or Rights to Purchase may be granted under the Plan thereafter, but Option
Agreements, Restricted Stock Purchase Agreements and Rights to Purchase then
outstanding shall continue in effect in accordance with their respective terms.

                                TAX WITHHOLDING.

         The Company shall have the power to withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy any applicable Federal,
state, and local tax withholding requirements with respect to any Options
exercised or Restricted Stock issued under the Plan. The Company's obligation to
deliver shares of Common Stock upon the exercise of Options or the issuance or
vesting of Common Stock under the Plan shall be subject to the satisfaction of
all applicable Federal, state and local income and employment tax withholding
requirements. To the extent permissible under applicable tax, securities and
other laws, the Administrator may, in its sole discretion and upon such terms
and conditions as it may deem appropriate, permit a Participant to satisfy his
or her obligation to pay any such tax, in whole or in part, up to an amount
determined on the basis of the highest marginal tax rate applicable to such
Participant, by--

         (a) directing the Company to apply shares of Common Stock to which the
             Participant is entitled as a result of the exercise of an Option
             or as a result of the purchase of or lapse of restrictions on
             Restricted Stock or

         (b) delivering to the Company shares of Common Stock owned by the
             Participant. The shares of Common Stock so applied or delivered in
             satisfaction of the Participant's tax withholding obligation shall
             be valued at their Fair Market Value as of the date of measurement
             of the amount of income subject to withholding.

                                 MISCELLANEOUS.

Benefits Not Alienable.

         Other than as provided above, benefits under the Plan may not be
transferred, assigned or alienated, whether voluntarily or involuntarily or by
operation of law. Any unauthorized attempt at assignment, transfer, pledge or
other disposition shall be void and without force or effect whatsoever.

No Creation or Enlargement of Participant's Rights to Continue in any Capacity.

         This Plan is strictly a voluntary undertaking on the part of the
Company and shall not be deemed to constitute a contract between the Company and
any Participant for, or to be consideration for, or an inducement to, or a
condition of, the continuation of any Participant's services to the Company in
any capacity. Nothing contained in the Plan shall be deemed to give the right to
any Participant to be retained in the service of the Company or any Affiliated
Company or to interfere with the right of the Company or any Affiliated Company
(which rights are hereby expressly reserved by each) to discharge or discontinue
the services of any Participant at any time for any reason, with or without
cause.


                                       13
<PAGE>

Application of Funds.

         The proceeds received by the Company from the sale of Common Stock
pursuant to Option Agreements and Restricted Stock Purchase Agreements, except
as otherwise provided herein, will be used for general corporate purposes.

Annual and Other Periodic Reports.

         The Company shall furnish or make available to Participants copies of
all annual and other periodic financial and informational reports that the
Company distributes generally to its stockholders.

         The Participants shall in any event receive financial statements at
least annually, except if all Participants are key employees with duties that
assure the equivalent access to information.

Compliance with Section 25102(o).

         At no time shall the number of shares issuable upon the exercise of all
outstanding options and the total number of shares provided for under any stock
bonus or similar plan of the Company exceed the applicable percentage as
calculated in accordance with the conditions and exclusions of Title 10.,
Sections 260.140.45 of the California Code of Regulations, based on the shares
of the Company outstanding at the time the calculation is made. In the event the
any or all requirements of Section 25102(o) of the California Corporate
Securities Law of 1968, or applicable provisions of Title 10., including
Sections 260.140.41, 42, 45, or 46, of the California Code of Regulations, or
Rule 701 promulgated under the U.S. Securities Act of 1933 are inconsistent with
the Plan in any way, or become inconsistent hereafter because such laws or rules
are changed, replaced or superseded, this Plan and any outstanding securities
under the Plan shall be modified in the Administrator's best judgment and sole
discretion consistent with the new requirements or consistent with any other
available exemptions under federal or state securities laws.


                                       14
<PAGE>

         Option No.

                               ESYNCH CORPORATION

                             STOCK OPTION AGREEMENT

         TYPE OF OPTION (CHECK ONE):   [ ]INCENTIVE    [ ]NONQUALIFIED

This Stock Option Agreement (the "Agreement") is entered into as of      , by
and between eSynch Corporation, a Delaware corporation (the "Company") and
(the "Optionee") pursuant to the Company's 1999 Stock Incentive Plan (the
"Plan").

                                GRANT OF OPTION.

         The Company hereby grants to Optionee an option (the "Option") to
purchase all or any portion of a total of     (    ) shares (the "Shares") of
the Common Stock of the Company at a purchase price of     (    ) per share
(the "Exercise Price"), subject to the terms and conditions set forth herein
and the provisions of the Plan. If the box marked "Incentive" above is
checked, then this Option is intended to qualify as an "incentive stock
option" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). If this Option fails in whole or in part to qualify as
an incentive stock option, or if the box marked "Nonqualified" is checked,
then this Option shall to that extent constitute a nonqualified stock option.

                               VESTING OF OPTION.

Vesting Schedule.

         The right to exercise this Option shall vest in installments, and
this Option shall be exercisable from time to time in whole or in part as to
any vested installment. Vesting will be measured from         (the "Vesting
Measurement Date"). No additional Shares shall vest after the date of
termination of Optionee's "Continuous Service" (the "Service Termination
Date"). As used herein, the term "Continuous Service" has the meaning given
in the Plan. Except as may otherwise be provided in this Agreement, the
vesting schedule is as follows:

On or After:........................................Option Exercisable As To:


         The vesting schedule of this Option would result, assuming the
Service Termination Date shall not have theretofore occurred, in this Option
being exercisable as to One Hundred Percent (100%) of the Shares covered by
this Option ON THE _________ ANNIVERSARY of the Vesting Measurement Date.

Acceleration on Change in Control or Public Offering.

         In the event of a Change in Control (as defined in the Plan) or a
Public Offering of the Company, concurrent with and conditioned upon the
effective date of the proposed transaction, unexercised Options under this
Agreement that have not yet vested shall be accelerated and vest at


<PAGE>


such time to the extent that they would have vested as if the Vesting
Measurement Date were ______ years earlier than it actually is.
Notwithstanding the foregoing, the Administrator in its discretion may take
one or more of the following actions:

   (i)   provide for the purchase or exchange of this Option for an amount of
         cash or other property having a value equal to the difference, or
         spread, between

         (x)  the value of the cash or other property that the Optionee would
              have received pursuant to such Change in Control transaction in
              exchange for the shares issuable upon exercise of this Option
              had this Option been exercised immediately prior to such Change
              in Control transaction and
         (y)  the Exercise Price,

   (ii)  adjust the terms of this Option in a manner determined by the
         Administrator to reflect the Change in Control,

   (iii) cause this Option to be assumed, or new rights substituted therefor,
         by another entity, through the continuance of the Plan and the
         assumption of this Option, or the substitution for this Option of a
         new option of comparable value covering shares of a successor
         corporation, with appropriate adjustments as to the number and kind
         of shares and Exercise Price, in which event the Plan and this
         Option, or the new option substituted therefor, shall continue in
         the manner and under the terms so provided, or

   (iv)  make such other provision as the Administrator may consider equitable.
         If the Administrator does not take any of the forgoing actions, this
Option shall terminate upon the consummation of the Change in Control and the
Administrator shall cause written notice of the proposed transaction to be
given to the Optionee not less than fifteen (15) days prior to the anticipated
effective date of the proposed transaction.


                                 TERM OF OPTION.

         Optionee's right to exercise any vested portion of this Option shall
terminate upon the first to occur of the following:

Maximum Term.

         the expiration of _______ (___) years from the date of this Agreement;

Involuntary Termination without Cause.

         the expiration of three (3) months from the Service Termination Date
if such termination occurs for any reason OTHER THAN permanent disability,
death, voluntary resignation; or for "cause;" provided, however, that if
Optionee dies during such three-month period the provisions of subsection 3.5
below shall apply;

Voluntary Resignation.

         the expiration of one (1) month from the Service Termination Date if
such termination occurs due to voluntary resignation; provided, however, that
if Optionee dies during such one-month period the provisions of subsection
3.5 below shall apply;

Permanent Disability.

         the expiration of one (1) year from the Service Termination Date if
such termination is due to permanent disability of the Optionee (as defined
in Section 22(e)(3) of the Code);


                                      2

<PAGE>


Death.

         the expiration of one (1) year from the Service Termination Date if
such termination is due to Optionee's death or if death occurs during either
the three-month or one-month period following the Service Termination Date
pursuant to subsection 3.2 or subsection 3.3 above, as the case may be;

Change in Control.

         upon the consummation of a "Change in Control" (as defined in the
Plan), unless otherwise provided by the Administrator pursuant to Section 2.2
above; and

Termination for Cause.

         in the event Optionee's Continuous Service is terminated by the
Company for "cause," defined hereby to mean the performance of those acts
identified in Section 2924 of the California Labor Code, then this Option,
whether or not exercisable on the Service Termination Date, shall terminate
immediately and become void and of no effect.


                               EXERCISE OF OPTION.

Persons Permitted to Exercise Option.

         This Option may be exercised in whole or in part only by the
Optionee or by a Successor designated in Section 5 below.

Exercise as to Vested Portion of Option.

         This Option may be exercised only on or after the vesting of any
portion of this Option in accordance with Section 2 above, and only as to the
cumulative amount vested at the date of exercise, except pursuant to
provisions made, if any, by the Administrator pursuant to subsection 4.5
below.

No Exercise after Termination.

         This Option may not be exercised at the time of, or any time after,
termination of this Option in accordance with Section 3 above.

Mechanics of Exercise.

         Exercise of this Option shall be made by delivery of the following
to the Company at its principal executive offices:

     (a) a written notice of exercise which identifies this Agreement and
         states the number of Shares then being purchased (but no fractional
         Shares may be purchased);

     (b) a check or cash in the amount of the Exercise Price (or payment of the
         Exercise Price in such other form of lawful consideration as the
         Administrator may approve from time to time under the provisions of
         the Plan);

     (c) a check or cash in the amount reasonably requested by the Company to
         satisfy the Company's withholding obligations under federal, state or
         other applicable tax laws with respect to the taxable income, if any,
         recognized by the Optionee in connection with the exercise of this
         Option (unless the Company and Optionee shall have made other
         arrangements for deductions or withholding from Optionee's wages,
         bonus or other compensation payable to Optionee, or by the
         withholding of Shares issuable upon exercise of this


                                      3

<PAGE>


         Option or the delivery of Shares owned by the Optionee in accordance
         with the provisions of the Plan, provided such arrangements satisfy
         the requirements of applicable tax laws); and

     (d) a letter, if requested by the Company, in such form and substance as
         the Company may require, setting forth the investment intent of the
         Optionee, or of a Successor designated in Section 5, as the case may
         be.

Exercise Prior to Vesting; Purchase of Restricted Stock.

         The Administrator also has discretion, but not the obligation, to
permit this Option to be exercised as to the unvested portion prior to
vesting, and in that case to deliver Restricted Shares to the Optionee upon
exercise of this Option. The Administrator's determination to permit exercise
of the unvested portion of this Option shall be evidenced by the Company's
and the Optionee's mutual execution and delivery of a Restricted Stock
Purchase Agreement in form and substance determined by the Administrator,
having the same or a different Vesting Measurement Date and vesting schedule,
as the Administrator and the Optionee may agree.

      TRANSFERS ON DEATH OF OPTIONEE; RESTRICTIONS ON LIFETIME ASSIGNMENTS.

         Any attempt to sell, pledge, assign, hypothecate, transfer or
dispose of this Option in contravention of this Agreement or the Plan shall
be void and shall have no effect.

No Assignment of Incentive Stock Options.

         If and to the extent that this Option comprises an incentive stock
option, this Option can be assigned or transferred (subject to all other
restrictions in this Agreement) only as follows:

         the rights of the Optionee under this Agreement may not be assigned or
              transferred except by will or by the laws of descent and
              distribution,

         this Option may be exercised during the lifetime of the Optionee only
              by such Optionee;

         if the Optionee's Continuous Service terminates as a result of his or
              her death, and provided Optionee's rights hereunder shall have
              vested pursuant to Section 2 hereof, Optionee's legal
              representative, his or her legatee, or the person who acquired
              the right to exercise this Option by reason of the death of the
              Optionee (with regard to incentive stock options, each
              individually, a "Successor") shall succeed to the Optionee's
              rights and obligations under this Agreement.; and

         after the death of the Optionee, only a Successor may exercise this
              Option.

         In the context of incentive stock options, the term "Successor" refers
         to each of the transferees, successors or assigns described in this
         subsection 5.1.

Limited Assignability of Nonqualified Stock Options.

         If and to the extent that this Option comprises a nonqualified stock
option, this Option can be assigned or transferred (subject to all other
restrictions in this Agreement) only as follows:

         the rights of the Optionee under this Agreement may be assigned or
              transferred by will or by the laws of descent and distribution,
              and Optionee's legal representative, his or her legatee, or the
              person who acquired the right to exercise this Option by reason of
              the death of the Optionee shall succeed to the Optionee's rights
              and obligations under this Agreement, and

         the rights of the Optionee under this Agreement also may be assigned
              and transferred by the Optionee for estate planning purposes to
              members of the immediate family of the Optionee, including for
              this purpose, but not limited to, spouses, parents, descendants,
              brothers and sisters, or to trusts established for the benefit of
              such persons.

         In the context of nonqualified stock options, the term "Successor"
         refers to each of the transferees, successors or assigns described in
         this subsection 5.2.


                                      4

<PAGE>

                REPRESENTATIONS AND WARRANTIES OF OPTIONEE.

Investment Intent as to Options.

         Optionee represents and warrants that this Option is being acquired
by Optionee for Optionee's personal account, for investment purposes only,
and not with a view to the distribution, resale or other disposition thereof.

Investment Intent as to Shares.

         Optionee acknowledges that the Company may issue Shares upon the
exercise of the Option without registering such Shares under the Securities
Act of 1933, as amended (the "Act"), on the basis of certain exemptions from
such registration requirement. Accordingly, Optionee agrees that his or her
exercise of the Option may be expressly conditioned upon his or her delivery
to the Company of an investment certificate and agreement including such
representations and undertakings as the Company may reasonably require in
order to assure the availability of such exemptions, including
representations, warranties and agreements that--

     (a) The Optionee is purchasing the Shares solely for the Optionee's own
         account for investment and not with a view to or for sale or
         distribution of the Shares or any portion thereof and not with any
         present intention of selling, offering to sell or otherwise disposing
         of or distributing the Shares or any portion thereof. The Optionee
         also represents that the entire legal and beneficial interest of the
         Shares the Optionee is purchasing is being purchased for, and will be
         held for the account of, the Optionee only and neither in whole nor
         in part for any other person.

     (b) The Optionee has discussed the Company and its plans, operations and
         financial condition with its officers and that the Optionee has
         received all such information as the Optionee deems necessary and
         appropriate to enable the Optionee to evaluate the financial risk
         inherent in making an investment in the Shares of the Company, and has
         received satisfactory and complete information concerning the business
         and financial condition of the Company in response to all inquiries in
         respect thereof.

     (c) The Optionee realizes that the purchase of the Shares will be a highly
         speculative investment.

     (d) The Optionee is able, without impairing the Optionee's financial
         condition, to hold the Shares for an indefinite period of time and to
         suffer a complete loss on the investment.

     (e) The Optionee acknowledges that he is aware that the Shares to be
         issued to him by the Company pursuant to this Agreement have not been
         registered under the Act, and--

         (i)   the Shares must be held indefinitely unless a transfer of them
               is subsequently registered under the Act or an exemption from
               such registration is available;

         (ii)  the share certificate(s) representing the Shares will be stamped
               with the legends restricting transfer as specified in this
               Agreement; and

         (iii) the Company will make a notation in its records of the
               aforementioned restrictions on transfer and legends as described
               in this Agreement.

     (f) The Optionee understands that the Shares are restricted securities
         within the meaning of Rule 144 promulgated under the Act; that the
         exemption from registration under Rule 144 will not be available in
         any event for at least one year from the date of sale of the Shares
         to the Optionee, and even then will not be available unless (i) a
         public trading market then exists for the Shares of the Company, (ii)
         adequate current public information concerning the Company is then
         available to the public, (iii) the Optionee has been the beneficial
         owner and the Optionee has paid the full purchase price for the
         Shares at least one year prior to the sale, and (iv) other terms and
         conditions of Rule 144 are complied with; and that any sale of the
         Shares may be made by it only in limited amounts in accordance with
         such terms and conditions of Rule 144, as amended from time to time.

     (g) Without in any way limiting any of the other provisions of this
         Agreement, Optionee's further agreement that the Optionee shall in no
         event make any disposition of all or any portion of the Shares which
         the Optionee is purchasing unless and until:

         (i)   there is then in effect a Registration Statement under the Act
               covering such proposed disposition and such disposition is made
               in accordance with said Registration Statement; or


                                      5

<PAGE>

         (ii)  (A) the Optionee shall have notified the Company of the proposed
               disposition and shall have furnished the Company with a detailed
               statement of the circumstances surrounding the proposed
               disposition, (B) the Optionee shall have furnished the Company
               with an opinion of counsel to the effect that such disposition
               will not require registration of such shares under the Act,
               and (C) such opinion of counsel shall have been concurred in by
               counsel for the Company and the Company shall have advised the
               Optionee of such concurrence.

     (h) The Optionee acknowledges that the Optionee has been furnished with a
         copy of the Plan, has read the Plan and this Agreement, and
         understands that all rights and obligations connected with this
         Agreement are set forth in this Agreement and in the Plan.

                 ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE.

         In the event that the outstanding shares of Common Stock of the
Company are hereafter changed into or exchanged for a different number or
kind of shares or other securities of the Company by reason of a
recapitalization, stock split, combination of shares, reclassification, stock
dividend (in excess of two percent (2%)) or other change in the capital
structure of the Company, then appropriate adjustments shall be made by the
Administrator to the number of Shares subject to the unexercised portion of
this Option and to the Exercise Price per share, in order to preserve, as
nearly as practical, but not to increase, the benefits of the Optionee under
this Option, in accordance with the provisions of the Plan. No fractional
share shall be issued under this Option or upon any such adjustment.

   NO CREATION OR ENLARGEMENT OF OPTIONEE'S RIGHTS TO CONTINUE IN ANY CAPACITY.

         The right of the Company and any Affiliated Company (as defined in
the Plan) to terminate at will the Optionee's services to the Company or any
Affiliated Company at any time (whether by dismissal, discharge or
otherwise), with or without cause, is specifically reserved. Nothing in this
Agreement shall diminish or impair in any manner whatsoever the right or
power of the Company or any Affiliated Company to terminate the Optionee's
Continuous Service for any reason, with or without cause.

                           RIGHTS AS STOCKHOLDER.

         The Optionee (or transferee of this option by will or by the laws of
descent and distribution) shall have no rights as a stockholder with respect
to any Shares covered by this Option until the date of the issuance of a
stock certificate or certificates to him or her for such Shares,
notwithstanding the exercise of this Option.

                       "MARKET STAND-OFF" AGREEMENT.

         Optionee agrees that, if requested by the Company or the managing
underwriter of any proposed public offering of the Company's securities,
Optionee will not sell or otherwise transfer or dispose of any Shares held by
Optionee without the prior written consent of the Company or such
underwriter, as the case may be, during such period of time, not to exceed
180 days following the effective date of the registration statement filed by
the Company with respect to such offering, as the Company or the underwriter
may specify.


                                      6

<PAGE>

                            RESTRICTIVE LEGENDS.

         In addition to all other legends that the Company or its legal
counsel consider appropriate under applicable securities laws, the
certificates representing any Shares purchased pursuant to this Agreement
shall bear substantially the following legend:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY
            SECURITIES ISSUABLE ON EXERCISE OR WITH RESPECT TO ANY OTHER
            RIGHT CONNECTED HEREWITH) HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER
            FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD,
            TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE
            AUTHORIZED UNDER THE SECURITIES ACT OF 1933, AND THE RULES AND
            REGULATIONS PROMULGATED THEREUNDER. IN ADDITION ANY TRANSFEREE
            OR ISSUEE OF SUCH SECURITIES MAY BE REQUIRED TO PROVIDE
            APPROPRIATE INVESTMENT REPRESENTATIONS PRIOR TO ANY SUCH
            TRANSFER OR ISSUANCE.


                           STOP-TRANSFER NOTICES.

         Optionee understands and agrees that, in order to ensure compliance
with the restrictions referred to herein, the Company may issue appropriate
"stop-transfer" instructions to its transfer agent, if any, and that, if the
Company transfers its own securities, it may make appropriate notations to
the same effect in its own records.


                               INTERPRETATION.

         This Option is granted pursuant to the terms of the Plan, and shall
in all respects be interpreted in accordance therewith. The Administrator
shall interpret and construe this Option and the Plan, and any action,
decision, interpretation or determination made in good faith by the
Administrator shall be final and binding on the Company and the Optionee. As
used in this Agreement, the term "Administrator" shall refer to the committee
of the Board of Directors of the Company appointed to administer the Plan,
and if no such committee has been appointed, the term Administrator shall
mean the Board of Directors.


                                  NOTICES.

         Any notice, demand or request required or permitted to be given
under this Agreement shall be in writing and shall be deemed given when
delivered personally or three (3) days after being deposited in the United
States mail, as certified or registered mail, with postage prepaid, and


                                      7

<PAGE>


addressed, if to the Company, at its principal place of business, Attention:
the Chief Financial Officer, and if to the Optionee, at his or her most
recent address as shown in the records of the Company.


                                 GOVERNING LAW.

         The validity, construction, interpretation, and effect of this
Option shall be governed by and determined in accordance with the laws of the
State of California.


                                 SEVERABILITY.

         Should any provision or portion of this Agreement be held to be
unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.


                                ENTIRE AGREEMENT.

         This Agreement and the Plan constitute the entire agreement between
the parties with respect to the subject matter hereof and supersede all prior
or contemporaneous written or oral agreements and understandings of the
parties, either express or implied. The option evidenced hereby may, in the
discretion of the Company, also be evidenced by a certificate in such form as
the Company may approve, in which case such option certificate and this
Agreement shall evidence one and the same option, which shall be governed by
and construed in accordance with this Agreement and the Plan.

                                  AMENDMENT.

         The Board shall have full power and authority (subject to certain
amendments requiring stockholder approval pursuant to applicable laws or
regulations) from time to time to alter, amend, suspend or terminate the Plan
in any or all respects as the Board may deem advisable, and to alter this
Agreement in ways which shall not substantially adversely affect or impair
the Optionee's rights under this Agreement No such alteration, amendment,
suspension or termination shall be made which shall substantially affect or
impair the rights of any Optionee under an outstanding Option Agreement
without such Optionee's consent. The Board may alter or amend the Plan to
comply with requirements under the Code relating to Incentive Options or
other types of options which give Optionees more favorable tax treatment than
that applicable to Options granted under the Plan. Upon any such alteration
or amendment, any outstanding Option granted hereunder may, if the
Administrator so determines and if permitted by applicable law, be subject to
the more favorable tax treatment afforded to an Optionee pursuant to such
terms and conditions.

                                COUNTERPARTS.

         This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. Execution and delivery of this
Agreement or any notices, certificates or instruments contemplated


                                      8

<PAGE>


herein by fax, facsimile, or telecopier shall be deemed the execution and
delivery of an originally signed agreement, notice or instrument, as the case
may be.

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

                                             eSynch Corporation

                                             By:
                                                 -----------------------------
                                             Name:
                                                   ---------------------------
                                             Title:
                                                    --------------------------

                                             "OPTIONEE"

                                             ---------------------------------
                                             (Signature)

                                             ---------------------------------
                                             (Type or print name)


                                      9

<PAGE>

RSPA No.

                               ESYNCH CORPORATION

                       RESTRICTED STOCK PURCHASE AGREEMENT

                         UNDER 1999 STOCK INCENTIVE PLAN

This Restricted Stock Purchase Agreement is entered into as of    , by and
between eSynch Corporation, a Delaware corporation (the "Company"), and
(the "Purchaser") pursuant to the Company's 1999 Stock Incentive Plan (the
"Plan").

                                R E C I T A L S:

A.   Purchaser is an employee, officer, member of the Board of Directors,
     member of the Board of Advisors, consultant, or service provider of the
     Company, and in such capacity is key to the future success of the Company.

B.   The Company desires to issue and the Purchaser desires to purchase Common
     Stock of the Company on the terms and conditions hereinafter set forth.

                                    AGREEMENT

                          PURCHASE AND SALE OF SHARES.

         The Purchaser hereby agrees to purchase from the Company, and the
Company hereby agrees to sell to the Purchaser,    (   ) shares of its Common
Stock (the "Shares") for a purchase price of    (   ) per share. The Shares
shall be duly issued and a certificate or certificates for the Shares are
concurrently herewith being issued in the name of Purchaser. Purchaser shall
thereupon be a stockholder with respect to all of the Shares represented by
such certificate(s) and shall have all of the rights of a stockholder with
respect to all of the Shares, including the right to vote the Shares and to
receive all dividends and other distributions paid with respect to the
Shares, subject to the transfer restrictions provided in this Agreement. The
purchase price is payable as follows:

     (a) by delivery of cash,

     (b) by check;

     (c) by delivery of a promissory note payable to the Company, bearing
         interest from the date hereof and substantially in the form attached
         as EXHIBIT A; or

     (d) any combination of cash and promissory note, so long as the total
         consideration equals the aggregate purchase price as set forth above.

     In the event payment of any portion or all of the purchase price is to be
     made by delivery of a promissory note, Purchaser shall deliver to the
     Company a pledge of the Shares or other securities or assets which may be
     listed in the Pledge Agreement dated the date hereof and substantially in
     the form attached as EXHIBIT B. If the note is to be unsecured by the
     Shares or other collateral, the Pledge Agreement shall so indicate.

         The Purchaser's rights to acquire the Shares hereunder are
nontransferable other than

         by will or the laws of descent and distribution, and Purchaser's
              legal representative, his or her legatee, or the person who
              acquired the Purchaser rights to acquire the Shares by reason of
              the death of the


<PAGE>


              Purchaser shall succeed to the Purchaser's rights
              and obligations under this Agreement, and

    the rights of the Purchaser under this Agreement also may be assigned and
         transferred by the Purchaser for estate planning purposes to members
         of the immediate family of the Purchaser, including for this purpose,
         but not limited to, spouses, parents, descendants, brothers and
         sisters, or to trusts established for the benefit of such persons.


                    INTERNAL REVENUE CODE SECTION 83(b) ELECTION.

         Purchaser hereby agrees to file the election provided under Section
83(b) of the Internal Revenue Code of 1986, as amended (herein called the
"Code"), within thirty (30) days of the transfer of the Shares, substantially
in the form attached as EXHIBIT C hereto and, if required, a comparable form
of election with the California Franchise Tax Board. The parties hereto
acknowledge and agree that the total fair market value of the Shares on the
date hereof is        per Share, or an aggregate of for           Shares.


                           COMPANY REPURCHASE OPTION.

         In addition to all other restrictions imposed by this Agreement or
applicable caw, the Shares acquired by the Purchaser pursuant to this
Agreement shall be subject to the following restrictions and repurchase
options.

Vesting Schedule.

         Vesting will be measured from _____ (the "Vesting Measurement Date").
The Shares acquired hereunder shall vest and become "Vested Shares" in
accordance with the following vesting schedule:

On or After:...............................................Shares Vested As To:


         The vesting schedule of this Agreement would result, assuming
Continuous Service shall have theretofore not terminated, in One Hundred
Percent (100%) of the Restricted Shares being Vested Shares on the ________
ANNIVERSARY of the Vesting Measurement Date. Shares which have not yet become
vested are herein called "Unvested Shares." In the event Purchaser ceases his
Continuous Service (the "Service Termination Date"), all vesting shall cease
unless otherwise determined by the Board of Directors. As used herein, the
term "Continuous Service" has the meaning given in the Plan.

         In the event of a Change in Control or a Public Offering of the
Company, concurrent with and conditioned upon the effective date of the
proposed transaction, outstanding Unvested Shares shall, to the extent, and
only to the extent, that they would have vested as if the Vesting Measurement
Date were _____ years earlier than it actually had been, be accelerated and
vest. Notwithstanding the foregoing, the Administrator in its discretion may
take one or more of the following actions:

     (i)   provide for the purchase or exchange of this Option for an amount of
           cash or other property having a value equal to the difference, or
           spread, between

           (x) the value of the cash or other property that the Optionee would
               have received pursuant to such Change in Control transaction in
               exchange for the shares issuable upon exercise of this Option
               had this Option


                                      2

<PAGE>

               been exercised immediately prior to such Change in Control
               transaction and

           (y) the Exercise Price,

     (ii)  adjust the terms of this Option in a manner determined by the
           Administrator to reflect the Change in Control,

     (iii) cause this Option to be assumed, or new rights substituted therefor,
           by another entity, through the continuance of the Plan and the
           assumption of this Option, or the substitution for this Option of a
           new option of comparable value covering shares of a successor
           corporation, with appropriate adjustments as to the number and kind
           of shares and Exercise Price, in which event the Plan and this
           Option, or the new option substituted therefor, shall continue in
           the manner and under the terms so provided, or

     (iv)  make such other provision as the Administrator may consider
           equitable.

           If the Administrator does not take any of the forgoing actions,
this Option shall terminate upon the consummation of the Change in Control
and the Administrator shall cause written notice of the proposed transaction
to be given to the Optionee not less than fifteen (15) days prior to the
anticipated effective date of the proposed transaction.

Company Option to Repurchase Shares following Termination of Continuous
Service.

         Concurrent with the Service Termination Date and for the period and
under the procedures set forth in Section 3.3 below, the Company shall have
the option to repurchase (the "Repurchase Option") all or any portion of the
Purchaser's Vested and Unvested Shares on the terms and subject to the
limitations set forth herein.

Procedures for Exercise of Repurchase Option.

         For sixty (60) days after the Service Termination Date or other
event described in this Section 3, the Company may exercise its Repurchase
Option by giving Purchaser and/or any other person obligated to sell written
notice of the number of Shares which the Company desires to purchase. The
Company shall pay for such Shares by the delivery of its check in the
aggregate amount of the repurchase price determined pursuant to Section 3.5
below against delivery of the certificate(s) representing the Shares.

Deposit of Shares.

         In aid of the repurchase provisions set forth herein, Purchaser
shall, immediately upon receipt of the certificate or certificates
representing the Shares, deposit the certificate or certificates, together
with a stock power or other instrument of transfer appropriately endorsed in
blank, with the Company as escrow holder of the certificate(s). In the event
that the repurchase rights are not exercised by the Company following any
Service Termination Date, the Company shall cause the certificate or
certificates to be delivered into the possession of Purchaser.

Repurchase Price.

         The per share price for the Unvested Shares ("Repurchase Price")
repurchased by the Company pursuant to this Section 3 shall be an amount
equal to the per share purchase price, without interest, paid for the Shares
by the Purchaser pursuant to Section 1 above.

Assignment of Rights.

         The Company may assign its rights under this Section 3.


                                      3

<PAGE>

                           RECAPITALIZATION.

         In the event that, as the result of a stock split or stock dividend
or combination of shares or any other change, or exchange for other
securities, by reclassification, or recapitalization of the Shares, Purchaser
shall be entitled to new or additional or different shares of stock or
securities, the certificate or certificates for, or other evidences of, such
new or additional or different shares or securities shall be imprinted with
the legend(s) provided in Section 5, and shall be deposited with the Company
as escrow holder under the terms and conditions provided in Section 3.4
herein, together with a stock power or other instrument or transfer
appropriately endorsed. In such event, any and all new, substituted or
additional securities or other property (other than cash) to which the
Purchaser is entitled by reason of his ownership of the Shares shall be
immediately subject to the Repurchase Right and be included in the word
"Shares" for all purposes of the Repurchase Right with the same force and
effect as the Shares subject to the Repurchase Right under the terms of
Section 3. While the total Repurchase Price shall remain the same after each
such event, the per share price shall be appropriately adjusted. Shares
acquired as provided in this Section 4 shall be deemed to have been acquired
at the time of acquisition of the Shares on which such Shares were
distributed.

                              RESTRICTIVE LEGENDS.

         In addition to all other legends that the Company or its legal
counsel consider appropriate under applicable securities laws, the
certificates representing any Shares, whether Vested Shares or Unvested
Shares, purchased pursuant to this Agreement shall bear substantially the
following legend:

           THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY
           SECURITIES ISSUABLE WITH RESPECT TO ANY RIGHT CONNECTED
           HEREWITH) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
           1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND
           MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED, OR
           OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE
           SECURITIES ACT OF 1933, AND THE RULES AND REGULATIONS
           PROMULGATED THEREUNDER. IN ADDITION ANY TRANSFEREE OR ISSUEE
           OF SUCH SECURITIES MAY BE REQUIRED TO PROVIDE APPROPRIATE
           INVESTMENT REPRESENTATIONS PRIOR TO ANY SUCH TRANSFER OR
           ISSUANCE.

         Until such time as the Company's Repurchase Rights terminate fully,
the stock certificates for the Shares purchased pursuant to this Agreement
shall be endorsed with substantially the following legend:

           ANY DISPOSITION OF ANY INTEREST IN THE SECURITIES REPRESENTED
           BY THIS CERTIFICATE (INCLUDING ANY SECURITIES ISSUABLE WITH


                                       4
<PAGE>

           RESPECT TO ANY RIGHT CONNECTED HEREWITH) IS SUBJECT TO
           RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS
           CERTIFICATE ARE SUBJECT TO A REPURCHASE RIGHT CONTAINED IN A
           RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE REGISTERED
           HOLDER (OR HIS PREDECESSOR IN INTEREST) AND THE CORPORATION.
           THESE SECURITIES ARE NOT TRANSFERABLE EXCEPT BY WILL OR
           PURSUANT TO THE LAWS OF DESCENT AND DISTRIBUTION, OR AS
           EXPRESSLY PERMITTED IN THE RESTRICTED STOCK PURCHASE AGREEMENT
           AND THE PLAN AS DEFINED THEREIN. A COPY OF SUCH AGREEMENT AND
           SUCH PLAN ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY,
           AND A COPY THEREOF WILL BE MAILED TO ANY HOLDER OF THIS
           CERTIFICATE WITHOUT CHARGE WITHIN 5 DAYS OF RECEIPT BY THE
           CORPORATION OF A WRITTEN REQUEST THEREFOR.

                             STOP-TRANSFER NOTICES.

         Purchaser understands and agrees that, in order to ensure compliance
with the restrictions referred to herein, the Company may issue appropriate
"stop-transfer" instructions to its transfer agent, if any, and that, if the
Company transfers its own securities, it may make appropriate notations to
the same effect in its own records.

                  REPRESENTATIONS AND WARRANTIES OF PURCHASER.

         The Purchaser warrants and represents to the Company as follows:

     (a) The Purchaser is purchasing the Shares solely for the Purchaser's own
         account for investment and not with a view to or for sale or
         distribution of the Shares or any portion thereof and not with any
         present intention of selling, offering to sell or otherwise disposing
         of or distributing the Shares or any portion thereof. The Purchaser
         also represents that the entire legal and beneficial interest of the
         Shares the Purchaser is purchasing is being purchased for, and will be
         held for the account of, the Purchaser only and neither in whole nor in
         part for any other person.

     (b) The Purchaser has heretofore discussed the Company and its plans,
         operations and financial condition with its officers, has heretofore
         received all such information as the Purchaser deems necessary and
         appropriate to enable the Purchaser to evaluate the financial risk
         inherent in making an investment in the Shares of the Company, and has
         received satisfactory and complete information concerning the business
         and financial condition of the Company in response to all inquiries in
         respect thereof.

     (c) The Purchaser realizes that the purchase of the Shares will be a
         highly speculative investment.

     (d) The Purchaser is able, without impairing the Purchaser's financial
         condition, to hold the Shares for an indefinite period of time and
         to suffer a complete loss on the investment.

     (e) The Purchaser acknowledges that he is aware that the Shares to be
         issued to him by the Company pursuant to this Agreement have not
         been registered under the Act.  The Purchaser hereby acknowledges
         that:

         (i)   the Shares must be held indefinitely unless a transfer of them
               is subsequently registered under the Act or an exemption from
               such registration is available;

         (ii)  the share certificate(s) representing the Shares will be stamped
               with the legends restricting transfer as


                                       5
<PAGE>

               specified in this Agreement; and

         (iii) the Company will make a notation in its records of the
               aforementioned restrictions on transfer and legends.

     (f) The Purchaser understands that the Shares are restricted securities
         within the meaning of Rule 144 promulgated under the Act; that the
         exemption from registration under Rule 144 will not be available in any
         event for at least one year from the date of sale of the Shares to the
         Purchaser, and even then will not be available unless (i) a public
         trading market then exists for the Shares of the Company, (ii) adequate
         current public information concerning the Company is then available to
         the public, (iii) the Purchaser has been the beneficial owner and the
         Purchaser has paid the full purchase price for the Shares at least one
         year prior to the sale, and (iv) other terms and conditions of Rule 144
         are complied with; and that any sale of the Shares may be made by it
         only in limited amounts in accordance with such terms and conditions of
         Rule 144, as amended from time to time.
     (g) Without in any way limiting any of the other provisions of this
         Agreement, the Purchaser further agrees that the Purchaser shall in no
         event make any disposition of all or any portion of the Shares which
         the Purchaser is purchasing unless and until:

         (i)  there is then in effect a Registration Statement under the Act
              covering such proposed disposition and such disposition is made
              in accordance with said Registration Statement; or

         (ii) (A) the Purchaser shall have notified the Company of the
              proposed disposition and shall have furnished the Company with
              a detailed statement of the circumstances surrounding the
              proposed disposition, (B) the Purchaser shall have furnished
              the Company with an opinion of counsel to the effect that such
              disposition will not require registration of such shares under
              the Act, and (C) such opinion of counsel shall have been
              concurred in by counsel for the Company and the Company shall
              have advised the Purchaser of such concurrence.

     (h) The Purchaser acknowledges that the Purchaser has been furnished with a
         copy of the Plan, has read the Plan and this Agreement, and understands
         that all rights and obligations connected with this Agreement are set
         forth in this Agreement and in the Plan.

                             UNPERMITTED TRANSFERS.

         The Company shall not be required (a) to transfer on its books any
Shares of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as owner
of such shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such shares shall have been so
transferred.

                          "MARKET STAND-OFF" AGREEMENT.

         Purchaser agrees that, if requested by the Company or the managing
underwriter of any proposed Public Offering of the Company's securities,
Purchaser will not sell or otherwise transfer or dispose of any Shares held
by Purchaser without the prior written consent of the Company or such
underwriter, as the case may be, during such period of time, not to exceed
180 days following the effective date of the registration statement filed by
the Company with respect to such Public Offering, as the Company or the
underwriter may specify.

                                ENTIRE AGREEMENT.

         This Agreement and the Plan constitutes the entire agreement between
the parties pertaining to its subject matter and supersedes all
contemporaneous written or oral agreements and understandings of the parties,
either express or implied. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.


                                       6
<PAGE>

NO CREATION OR ENLARGEMENT OF PARTICIPANT'S RIGHTS TO CONTINUE IN ANY CAPACITY.

         The right of the Company and any Affiliated Company (as defined in
the Plan) to terminate at will the Purchaser's services to the Company or any
Affiliated Company at any time (whether by dismissal, discharge or
otherwise), with or without cause, is specifically reserved. Nothing in this
Agreement shall diminish or impair in any manner whatsoever the right or
power of the Company or any Affiliated Company to terminate the Purchaser's
Continuous Service for any reason, with or without cause.

                                    NOTICES.

         Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit
in the United States Post Office, by certified mail with postage and fees
prepaid, addressed to the other party at the address hereinafter shown below
his or its signature or at such other address as such party may designate by
ten days' advance written notice to the other party.

                             SUCCESSORS AND ASSIGNS.

         This Agreement shall inure to the benefit of the successors and
assigns of the Company and be binding upon the Purchaser and his heirs,
executors, administrators, successors and assigns.

                                 GOVERNING LAW.

         This Agreement shall be governed by and interpreted under the laws
of the State of California.

                                 INTERPRETATION.

         This Agreement is entered into pursuant to the terms of the Plan,
and shall in all respects be interpreted in accordance therewith. The
Administrator shall interpret and construe this Agreement and the Plan, and
any action, decision, interpretation or determination made in good faith by
the Administrator shall be final and binding on the Company and the
Purchaser. As used in this Agreement, the term "Administrator" shall refer to
the committee of the Board of Directors of the Company appointed to
administer the Plan, and if no such committee has been appointed, the term
Administrator shall mean the Board of Directors.

                                  COUNTERPARTS.

         This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. Execution and delivery of this
Agreement or any notices, certificates or instruments contemplated herein by
fax, facsimile, or telecopier shall be deemed the execution and delivery of
an originally signed agreement, notice or instrument, as the case may be.


                                       7
<PAGE>

                                  SEVERABILITY.

         Should any provision or portion of this Agreement be held to be
unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.

                                   AMENDMENT.

         The Board shall have full power and authority (subject to certain
amendments requiring stockholder approval pursuant to applicable laws or
regulations) from time to time to alter, amend, suspend or terminate the Plan
in any or all respects as the Board may deem advisable, and to alter this
Agreement in ways which shall not substantially adversely affect or impair
the Purchaser's rights under this Agreement No such alteration, amendment,
suspension or termination shall be made which shall substantially affect or
impair the rights of any Purchaser under an outstanding Restricted Stock
Purchase Agreement without such purchaser's consent.

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Purchase
Agreement as of the day and year first above written.

                                      eSynch Corporation

                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------

                                      PURCHASER:

                                      ------------------------------------
                                      (SIGNATURE)

                                      ------------------------------------
                                      (TYPE OR PRINT NAME)

                                      Address:----------------------------
                                              ----------------------------


                                       8
<PAGE>

                                CONSENT OF SPOUSE

         I acknowledge that I have read the foregoing Agreement and that I
know its contents. I am aware that by its provisions, my spouse agrees, among
other things, to the granting of rights to repurchase and to the imposition
of certain restrictions on the transfer of the shares of eSynch Corporation,
a Delaware corporation (the "Company"), including my community interest
therein (if any), which rights and restrictions may survive my spouse's
death. I hereby consent to such rights and restrictions and approve of the
provisions of the Agreement.

         I further agree that in the event of a dissolution of the marriage
between myself and my spouse, in connection with which I secure or am awarded
shares of the common stock of the Company, or any interest therein through
property settlement agreement or otherwise, I shall receive and hold said
shares subject to all the provisions and restrictions contained in the
foregoing Agreement, including any option of a stockholder or the Company to
purchase such shares or interest from me.

         I also acknowledge that I have been advised to obtain independent
counsel to represent my interests with respect to this Agreement but that I
have declined to do so and I hereby expressly waive my right to such
independent counsel.

                                    Date:
                                         ---------------------------------

                                    Signature:
                                              ----------------------------

                                    Print Name:
                                               ---------------------------
                                    Spouse of


                                       9


<PAGE>

                                    EXHIBIT A

                     TO RESTRICTED STOCK PURCHASE AGREEMENT

                                 PROMISSORY NOTE

                        (_____ YEAR, [_____]%* Interest)

___________________, _____                      _________________, California

                  For value received, the undersigned promises to pay eSynch
Corporation , a California Corporation (the "Company"), at the address of its
principal office, the sum of ____________ Dollars ($_____) in full by or
before the ________ anniversary date of the date hereof, together with
interest thereon as hereinafter provided.

         The undersigned shall have the right to prepay said principal amount at
any time in whole or in part without penalty. Simple annual interest at the rate
(1) of ____________ percent (_____%) per annum on unpaid principal shall be paid
annually on each anniversary of the date hereof and upon each prepayment of
principal, if any.

         The entire outstanding principal and interest shall be due and payable
if any one or more of the following events shall have occurred:

     (a) The making by the undersigned of any assignment for the benefit of
         creditors or the filing by or against the undersigned of any petition
         in bankruptcy if such proceeding not be discharged within ninety (90)
         days of any such making or filing.

     (b) The occurrence of any termination of Continuous Service as set forth in
         the Restricted Stock Purchase Agreement of even date herewith between
         the undersigned and the Company.

         If any installment of principal and/or interest is not paid when due,
the holder hereof may, at its option, declare the entire amount of this note
immediately due and payable.

         All payments hereon shall be credited first to accrued but unpaid
interest, and the balance, if any, shall be credited to principal.

         If legal action is instituted for the collection of this note, the
undersigned promises to pay such sum as the Court may adjudge reasonable as
attorneys' fees.

         This note is given pursuant to that certain Restricted Stock Purchase
Agreement of even date herewith, between the Company and the undersigned and is
subject to all of the terms, rights and remedies set forth therein. This note is
secured by a Pledge Agreement of even date herewith between the Company and the
undersigned.

------------------------
(1) A fixed rate of interest is to be determined from time to time by action
of the Board of Directors in accordance with prevailing rates and the
Internal Revenue Service prescribed interest rules.

<PAGE>



                                    EXHIBIT B

                     TO RESTRICTED STOCK PURCHASE AGREEMENT

                                PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT ("Agreement') is executed as of this _____ day of
____________, ____, between eSynch Corporation, a Delaware corporation (the
"Company"), and     ("Purchaser").

                                   WITNESSETH:

         For the considerations and undertakings set forth herein, the parties
do hereby agree as follows:

     1.  To secure payment to the Company of a promissory note ("Note") in the
         face amount of _______________________ Dollars ($__________), and
         extensions or renewals thereof, which was executed concurrently with
         the execution of this Pledge Agreement pursuant to a Restricted Stock
         Purchase Agreement of even date herewith between the Company and
         Purchaser, Purchaser hereby assigns and grants to the Company a
         security interest in ___________________ (______) shares ("Shares") of
         the Common Stock of the Company acquired under the Restricted Stock
         Purchase Agreement, together with securities or other collateral (if
         any) other than such Shares, all described as follows:

         Issuer:_____________________________

         Certificate Number:_________________

         Number of Shares:___________________

         Registered Owner:___________________

         Purchaser does hereby deposit with the Company, as pledge holder, such
         certificates, together with duly executed stock transfer powers.

     2.  Subject to any obligations of Purchaser under the Restricted Stock
         Purchase Agreement, the Company agrees that within a reasonable time
         after all or any portion of the Note is paid by Purchaser, the Company
         shall release and deliver to Purchaser the number of Shares held
         hereunder for which such payment was received. The Company, in its
         discretion, may release portions of the Shares upon periodic principal
         payments or deposit of other or additional security under the Note. All
         Shares released and delivered to Purchaser shall be free and clear of
         the restrictions of this Pledge Agreement.

     3.  Unless and until Purchaser defaults in his performance under the terms
         of the Note, the terms of this Pledge Agreement and/or the terms of the
         Restricted Stock Purchase Agreement, the Shares held by the Company at
         any time under this Pledge Agreement shall remain registered in the
         name of Purchaser on the records of the Company, and Purchaser may vote
         the Shares on all corporate questions (if the same shall be entitled to
         voting rights) and shall be entitled to receive all dividends and other
         amounts accruing as a result of his ownership of the Shares.

     4.  In the event the Purchaser defaults in the performance of any of the
         terms of the Note, this Pledge Agreement or the Restricted Stock
         Purchase Agreement, the Company may exercise any and all rights which
         it may have under the California Uniform Commercial Code or any other
         applicable statute, case, ruling regulation or law; subject, however,
         to all permits, orders, consents, rules and regulations of the
         California Commissioner of Corporations and the Securities and Exchange
         Commission and the Federal Reserve Board relating hereto, to which
         Purchaser agrees to be bound.

     5.  If during the term of this Pledge Agreement the Company should become
         a party to any merger, consolidation or other reorganization, this
         Pledge Agreement shall be adjusted so as to apply to the securities
         to which a holder of the Shares subject to this Pledge Agreement
         would have been entitled upon such merger, consolidation or
         reorganization; and, if during the term of this Pledge Agreement the
         Company shall be dissolved or its existence otherwise terminated,
         then that portion of the assets and consideration to which a holder
         of the Shares subject to this Pledge Agreement would have been
         entitled in such transaction shall be the subject matter of this
         Pledge Agreement for the remainder of its term.  This shall in no
         way limit the right of the Company to repurchase shares under the
         Restricted Stock Purchase

<PAGE>

         Agreement.

     6.  This Pledge Agreement shall inure to the benefit of and be binding upon
         the heirs, executors and administrators of the parties hereto.

     7.  The rights, powers and remedies given to the Company by this Agreement
         shall be in addition to all rights, powers and remedies given to the
         Company under the Restricted Stock Purchase Agreement or any statute or
         rule of law. Any forbearance or failure or delay by the Company in
         exercising any right, power or remedy hereunder shall not be deemed to
         be a waiver of such right, power or remedy, nor shall any single or
         partial exercise of any right, power or remedy preclude the further
         exercise thereof.

     8.  The Board of Directors may demand and receive payment or additional
         security if for any reason the collateral hereunder is insufficient to
         meet minimum requirements established under federal or state securities
         or banking regulations or as may be necessary to bring the Note and the
         security into compliance with any such law or regulations. Any failure
         of Purchaser to meet any such demand shall be deemed a default under
         this Pledge Agreement and under the note secured hereby.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.

                                    PURCHASER

                                    ----------------------------------------


                                    Address:

                                    ----------------------------------------

                                    ----------------------------------------


                                    eSynch Corporation


                                    By:
                                       -------------------------------------
                                    Name:
                                    Title:



<PAGE>

                                  EXHIBIT C
                   TO RESTRICTED STOCK PURCHASE AGREEMENT

                             -----------, ------


Internal Revenue Service Center
5045 East Butler Avenue
Fresno, California  93888

             ---------------------------------------------------------
             RE:  ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE
             CODE
             ---------------------------------------------------------

         Dear Sir or Madam:

         The undersigned performed services in connection with which property
was transferred to the undersigned that, at the time of transfer [NOTE: if the
Shares were acquired upon exercise of an "incentive stock option" add
---pursuant to the exercise of an "incentive stock option" as defined in Section
422 of the Internal Revenue Code], was not transferable by the undersigned and
was subject to a substantial risk of forfeiture. The undersigned hereby makes
this election pursuant to Section 83(b) of the Internal Revenue Code.

         In connection with this election, the undersigned hereby provides you
with the following information:

     1.  The undersigned's name, address, social security number, and the
         taxable year of the person who performed the services are as follows:

                           Name and Address:


                                 ---------------------------

                                 ---------------------------

                                 ---------------------------

                           Social Security No.:  ---------------------------

                           Taxable Year:         Calendar Year

     2.  A description of the property with respect to which the election is
         being made:

              shares of Common Stock (the "Shares") of eSynch Corporation, a
              Delaware corporation (the "Company").

     3.  The date on which the property was transferred: _____________________

     4.  A description of the nature of the restrictions to which the property
         is subject:

<PAGE>

         The Company may reacquire all or any part of the Shares from the
undersigned in accordance with a repurchase schedule set forth in a Restricted
Stock Purchase Agreement (the "Agreement") between the undersigned and the
Company. In the event the undersigned should cease to be a service provider to
the Company at any time, the Company may repurchase vested Shares at the then
fair market value of the Shares, and unvested Shares may be repurchased by the
Company at the original price paid by the undersigned. The Shares acquired under
the Agreement shall vest and become "Vested Shares" from and after (the "Vesting
Measurement Date") in accordance with the following vesting schedule:

On or After:................................................Shares Vested As To:

         Shares which have not yet become vested are herein called "Unvested
Shares." In the event Purchaser ceases his employment or service provider status
with the Company, all vesting shall cease unless otherwise determined by the
Board of Directors.

     6.  The fair market value at the time of transfer (determined without
         regard to any restriction other than a restriction which by its terms
         will never lapse) of the property with respect to which the election is
         being made:

              per share, which equals an aggregate fair market value of        .

     7. The amount paid for such property:

              per share for           , or an aggregate amount paid of         .

         There are enclosed herewith two copies of this written statement for
filing. Please stamp the third copy enclosed herewith as having been received
and return it to the undersigned in the enclosed, self-addressed, postage-paid
envelope.

         The undersigned has also submitted a copy of this statement to the
person for whom the services were performed.

         If you have any questions or comments, or if any additional information
is required, please do not hesitate to contact:

                           --------------------------
                           --------------------------
                           --------------------------
                           --------------------------
                           (---) --------


                                                 Very truly yours,


                                                 -----------------------------


c-4