Prepared by MerrillDirect





Exhibit
4.24


SERVICE
AGREEMENT


This Service
Agreement made this 29th day of May 2001 (the “Effective Date”),
between eSynch Corporation referred to as “Corporation”, and Paula LeGuellec,
an individual, hereinafter referred to as “LeGuellec”.


Term


1.          The
respective duties and obligations of the contracting parties shall be for a
period of six (6) months commencing on the Effective Date.  Either party only in accordance with the
terms may terminate this Agreement and conditions set forth below.



Services
Provided by LeGuellec


2.          LeGuellec
will provide consulting services in connection with the Corporation’s print
media and publications needs, including, but not necessarily limited to media
kits, brochures, print design, web site designing, creation and development,
and print advertisement. LeGuellec will assist in finding the appropriate
parties to fill the specific needs for such material creation as well as
writing of company and corporate profiles.



Compensation


3.          In
consideration for the services provided by LeGuellec to Corporation, the
Corporation shall deliver or cause to be delivered to LeGuellec:



a)          Upon
the comprehensive review and presentation to the Corporation of findings
related to the subject matter identified in paragraph 2 above, 500,000 free trading
shares of Corporation’s common stock (OTCBB: ESYN) by means of S-8
registration; and



b)          Upon
the presentation to the Corporation of detailed recommendations and proposals
for the modification, enhancement, or enrichment of the subject matter
identified in paragraph 2 above, 500,000 free trading shares of Corporation’s
common stock.  Such presentation will be
completed no more then 60 days after the Effective Date.






Representations
of Corporation


4.          The
Corporation, upon entering this Agreement, hereby warrants and guarantees to
the Consultant that all statements, either written or oral, made by the
Corporation to LeGuellec are true and accurate, and contain no misstatements of
material fact.  The Corporation acknowledges
that the information it delivers regarding the company’s business, including
but not necessarily limited to, its financial condition, is for dissemination
to the public except as relates to Confidential Information as referred to in
Paragraph 8..  Therefore, in accordance
with paragraph six (6) below the Corporation shall hold harmless LeGuellec from
any and all errors, omissions, misstatements, negligent or intentional
misrepresentations, in connection with all information furnished by the
Corporation to LeGuellec, in accordance with and pursuant to the terms and
conditions of this Agreement for whatever purposes agreed upon by the
corporation to use the said information. 
The Corporation further represents and warrants that as to all matters
set forth within this Agreement, the Corporation has had independent legal
counsel and will continue to maintain independent legal counsel to advise the
Corporation of all matters concerning but not necessarily limited to, corporate
law, corporate relations, investor relations, all matters concerning and in
connection with the Corporation’s activities regarding the Securities Act of
1933 and 1934, and State Blue Sky laws.



Attorney’s
Fees


5.          In
the event any litigation or controversy arises out of or in connection with
this Agreement between the parties hereto, the prevailing party in such
litigation, or controversy, shall be entered to recover from the other party or
parties, all reasonable attorney’s fees, expenses and suit costs, including
those associated within the appellate or post judgment collection proceeding as
a result of any dispute herein, shall upon being rendered as a result of be
submitted to a Court of competent jurisdiction within the State of California.



Governing
Law


6.          This
Agreement shall be constructed under and in accordance with the laws of the
State of California. Further, in any controversy arising out of this Agreement,
wherein arbitration is elected, the venue for said arbitration shall be in
proper jurisdiction for said proceedings provided by herein.



Legal
Construction


7.          In
case of any one or more of the provisions contained in this Agreement shall for
any reason be held invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceable shall not affect any other provision,
and this Agreement shall be constructed as if the invalid, illegal, or
unenforceable provision had never been contained by it.






Privacy


8.          LeGuellec
will not disclose to any other person, firm, or corporation, nor use for its
own benefit, during or after the term of this Agreement, any trade secrets or
other information designated as confidential by the Corporation, which is
acquired by LeGuellec in the course of performing services hereunder.



 


IN WITNESS
WHEREOF, the parties have set their hands and seal as of this date written above.


	eSynch
  Corporation

  15502 Mosher

  Tustin, CA 92780	Paula
  LeGuellec 
3885 S.
  Decatur Blvd. Suite 2010
Las Vegas, NV 89103
	 	 
	Representative:	 
	 	 
	



Signature	



Signature
	 	 
	Date:	


	Date: