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                                                                  EXHIBIT 4.10

                                CONSULTING AGREEMENT

       This Consulting Agreement ("Agreement") made effective as of this 10th
day of January, 1999, by and between, eSynch Corporation, having its business
offices located at 15502 Mosher Ave, Tustin, CA  (the "Company") and  Ryan
Spencer (the Consultant") with its business offices located  at 400 East 400
South, Salt Lake City, UT 84111

                                     WITNESSTH:

       WHEREAS, the Company desires to retain the Consultant and the Consultant
desires to be retained by the Company, all pursuant to the terms and conditions
herein set forth;

       NOW, THEREFORE,  in consideration of the foregoing and the mutual
promises and covenants herein contained, the parties agree as follows:

1.     RETENTION.    The Company hereby retains the Consultant to perform
       general consulting services related to the affairs of the Company, and
       the Consultant hereby accepts such retention and shall perform for the
       Company the duties described herein to the best of its ability.  In this
       regard, the Consultant shall devote such business time and attention to
       matters on which the Consultant deems necessary.  Notwithstanding
       anything herein to the contrary, the Consultant shall not be required to
       devote more than thirty man hours per month. For purposes of this
       Agreement, a man hour shall mean one hour spent by Ryan Spencer, other
       employees or advisors used by the Consultant regarding the affairs of the
       Company.

       (a) The services to be rendered by the Consultant to the Corporation
             shall under no circumstances, pursuant to the terms of this
             Agreement, include the following:
          (i)  Any activities which could be deemed by the Securities and
               Exchange Commission to constitute investment banking or any other
               activities requiring the Consultant to register as a
               broker-dealer under the Securities Exchange Act of 1934.
          (ii) Any activities which could be deemed to be in connection with
               the offer or sale of securities in a capital-raising transaction
       (b) The Consultant agrees, to the extent reasonably required in the
             conduct of the business of the Company, to provide advice,
             consultation and recommendations to the Company including the
             following:

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                   1.     Develop an in-depth familiarization with the
                          Company's business objectives and bring to its
                          attention potential or actual opportunities, which
                          meet those objectives or logical extensions thereof
                   2.     Comment on the Company's corporate development
                          including such factors as position in competitive
                          environment, financial performances vs. Competition,
                          strategies, operational viability, etc.
                   3.     Review and comment upon the Company's annual and
                          quarterly reports and other financial publications.
                   4.     Review and comment upon the Company's financial
                          public relations plan.
                   5.     Keep the Company informed on any externally
                          originated information disseminated about it.
                   6.     Critically evaluate the Company's performance in view
                          of its corporate planning and business objectives.
                   7.     Assist the Company in improving its shareholder
                          relations by developing long range programs for
                          shareholder communication.
                   8.     Advise the Company as to selection of suitable public
                          relations counsel.
                   9.     Analyze and assess alternatives for the Company,
                          presented by the Company.

       (c)    The Consultant agrees to use its best efforts in the furnishing of
              advice and recommendations and for this purpose the Consultant
              shall keep available an    adequate organization of personnel or a
              network of outside professionals for the performance of its
              obligations under this Agreement.  In order to allow the
              Consultant to be kept current with the affairs of the Company, the
              Company will continuously provide to the Consultant  in a timely
              fashion, such updating information in addition to the "due
              diligence" materials previously supplied.  In the event that the
              Company fails or refuses to furnish any such material or
              information reasonably requested by the Consultant, and thus
              prevents or impedes Consultant's performance hereunder, any
              liability of Consultant to perform shall not be a breach of its
              obligations hereunder The Company will provide "due diligence"
              presentations as reasonably requested by the Consultant.


4.  TRANSFERABILITY OF THE SHARES.

       (a)    The Consultant acknowledges it as acquiring the Shares for
              investment purposes only, and not for distribution or
              fractionalization. The Shares have not been registered under
              federal or state securities laws.  Transfer of the Shares is
              accordingly restricted and, unless a registration statement
              relating to the issuance of the Shares is in effect at the time of
              issuance, the Shares will bear appropriate restrictive legends.
              The Company shall allow the Consultant to direct the allocation of
              the Shares to up to four persons or to hypothecate, sell, assign
              or transfer (a" Transfer") all or a part of the Shares to up to
              four

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              persons, including principals of the Consultant, provided
              that (i) the Consultant confirms to the Company it has not made
              any offer to sell or solicitation of offers to buy the Shares, and
              that it has conveyed to the potential transferee(s) (the
              "Transferees") all information necessary to fully inform the
              Transferees of the Company and its business, (ii) the Transferee's
              establish to the Company's satisfaction that the Transferees are
              accredited investors (as defined under Regulation D) (iii)  the
              Transferees are acquiring the Shares for investment purposes only
              and (iv) acknowledge that they have been given access to all
              material information regarding the Company, and (v) such other
              reasonable requirement of the securities laws is available for the
              Transfer of the Shares.

5.     NOT LICENSED AS A BROKER-DEALER OR INVESTMENT ADVISOR.  Neither
       Consultant nor any employee of Consultant is a licensed broker-dealer and
       Consultant is not being retained to offer, sell or place any securities
       of the Company.  No fees paid pursuant to this Agreement relate to
       commissions for the placement or sale of securities.  Neither Consultant
       nor any employee of Consultant is a licensed investment adviser and
       Consultant is not being retained to make any valuations of the securities
       of the Company or of any entity the Company may consider acquiring in the
       future.  The Company acknowledges that neither the Consultant nor any
       employee of Consultant has been retained to provide investment advisory
       services to the Company.

6.     EXPENSES.     The Company agrees to pay and/or reimburse the Consultant
       for any "extraordinary" expenses incurred by the Consultant.  Any
       "extraordinary" expenses paid and/or reimbursed under this Agreement will
       require the Company's prior authorization.

7.     LIABILITY OF PARTIES.       The Consultant shall have no liability with
       respect to    decisions made or actions taken by the Company in reliance
       on advice or recommendations given by the Consultant. The Company agrees
       to indemnify and hold harmless the Consultant and its affiliates , the
       respective directors, officers, partners, agents, and employees and each
       other person, if any, controlling the Consultant or any of its affiliates
       (collectively the "Consultant Parties"), to the full extent lawful, from
       and against all loses, claims, damages, liabilities and expenses incurred
       by them (including attorneys' fees and disbursements) that result from
       actions taken or omitted to be taken (including any untrue statements
       made or any statements omitted to be made) by the Company, its agents or
       employees.  The Consultant will indemnify and hold harmless the Company
       and the respective directors, officers, agents and employees of the
       Company and each other person, if any, controlling the Company or any of
       its affiliates (the "Company Parties") from and against all losses,
       claims, damages, liabilities and expenses that result from bad faith,
       gross negligence or unauthorized representations of the Consultant.  Each
       person or entity seeking indemnification hereunder shall promptly notify
       the Company, or the Consultant as applicable, of any loss, claim, damage
       or expense for which the Company or the Consultant as applicable, may
       become liable pursuant to this Section, shall not pay,  settle or
       acknowledge liability under any such claim without consent of the party
       liable

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       for indemnification, and shall permit the Company or Consultant as
       applicable a reasonable opportunity to cure any underlying problems or to
       mitigate actual or potential damages.  The scope of this indemnification
       between the Consultant and the Company shall be limited to, and pertain
       only to transactions contemplated or entered into pursuant to this
       Agreement.

              The Company or the Consultant, as applicable, shall have the
       opportunity to defend any claim for which it may be liable hereunder,
       provided it notifies the party claiming the right to indemnification
       within 15 days of notice of the claim.

              The rights stated pursuant to the preceding two paragraphs shall
       be in addition to any rights that the Consultant, the Company, or any
       other person entitled to indemnification may have in common law or
       otherwise, including but not limited to , any right to contribution.

8.     STATUS OF CONSULTANT.       The Consultant shall be deemed to be an
       independent contractor.  The  Consultant  shall have no authority to, and
       shall not, bind the Company to any agreement or obligation with a third
       party.  Nothing in this Agreement shall imply that the parties are
       co-partners or joint -ventures with each other.

9.     OTHER ACTIVITIES OF CONSULTANT.    The Company realizes that the
       Consultant now renders, and may continue to render services similar to
       those services being rendered under this Agreement to other companies,
       some of which may conduct business and activities similar to those of the
       Company.

10.    TERM.  The Consultant shall be retained for services described herein for
       a one (1) year term commencing as of the effective date of this
       Agreement. This Agreement may only be terminated by both parties written
       mutual consent.  If during  the term of this Agreement both parties
       mutually consent to terminate this Agreement prior to the termination
       date, then, the Consultant's rights under this Agreement shall survive
       any termination thereof.

11.    STOCK GRANT.

       (a)    The Company hereby agrees to grant as compensation for services
              Three Thousand (3,000) non-assessable, fully paid for and issued
              shares of the Company's Common Stock (hereinafter the "Shares").

       (b)    The Company agrees to deliver the Shares to the Consultant within
              fourteen (14) days from the date of this Agreement.


12.    TRADE SECRETS AND DOCUMENTATION.   Consultant will treat as proprietary
       any information belonging to the Company, or any third parties disclosed
       to Consultant in the course of Consultant's services which is designated
       by an appropriate stamp or

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       legend as being confidential. Notwithstanding the foregoing,  the
       Consultant shall not be required to maintain confidentiality with
       respect to information (i) which is or becomes part of the public
       domain not due to the breach of this Agreement by Consultant; (ii) of
       which it had independent knowledge prior to disclosure; (iii) which
       comes into the possession of Consultant in the normal and routine
       course of its own business from and through independent
       non-confidential sources or (iv) which is required to be disclosed by
       Consultant by governmental requirements.

13.    CONTROL.      Nothing contained herein shall be deemed to require the
       Company to take any action contrary to its Certificate of Incorporation
       or By-Laws, or any applicable statute or regulation, or to deprive its
       Board of Directors of their responsibility for any control of the conduct
       of the affairs of the Company.

14.    NOTICES.      Any notices hereunder shall be sent to the Company and the
       Consultant at their respective addresses above set forth. Any notice
       shall be given by registered or certified mail, postage prepaid, and
       shall be deemed to have been given when deposited in the United States
       mail.  Either party may designate any other address to which notice shall
       be given, by giving written notice to the other of such change of address
       in the matter herein provided.  Any notices required to be given to the
       holders of the Shares shall be deemed properly made when sent to the
       Consultant in the manner set forth above.  The Consultant shall use its
       best efforts to promptly forward such notices to the holders of the
       Shares.

15.    GOVERNING LAW.       This Agreement has been made in the State of
       California and shall be construed and governed in accordance with the
       laws thereof without regard to conflicts of laws.

16.    ENTIRE AGREEMENT.    This Agreement contains the entire Agreement between
       the parties, may not be altered or modified, except in writing and signed
       by the party to be charged thereby and supersedes any and all previous
       agreements between the parties.

17.    BINDING EFFECT.      This Agreement shall be binding upon the parties
       hereto and their respective heirs, administrators, successors and
       assignees.

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

       eSynch Corporation

       By:                                   By:
          ----------------------             ----------------------
           Tom Hemingway, CEO                 Ryan Spencer, Consultant