Exhibit  4.1(a)

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as
of  this  December 10, 2001 by and between Paul Kessler (hereinafter referred to
as  "Consultant"),  an  individual,  having his principle address at 6363 Sunset
Boulevard  Fifth  Floor,  Hollywood,  California  90028  and  eSynch Corporation
(hereinafter  referred  to  as the "Company") with offices at 29 Hubble, Irvine,
California  92618.

                                   WITNESSETH

WHEREAS,  the  Company requires and will continue to require consulting services
relating  to management, strategic planning and marketing in connection with its
business;  and

WHEREAS,  Consultant  can provide the Company with strategic planning, marketing
and  legal  consulting  services and is desirous of performing such services for
the  Company;  and

WHEREAS,  the  Company  wishes  to induce Consultant to provide these consulting
services  to  the  Company;  and

NOW,  THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is  agreed  as  follows:

     1.     APPOINTMENT.
            -----------

     The  Company  hereby  engages  Consultant  and  Consultant agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter  set  forth.

     2.     TERM.
            ----

     The  term  of  this  Consulting  Agreement  began  as  of  the date of this
Agreement,  and shall terminate 120 days hence, unless terminated or extended in
accordance  with  a  valid  provision  contained herein, or unless extended by a
subsequent  agreement  between  the  parties.

     3.     SERVICES.
            --------

     During  the  term  of  this  Agreement,  Consultant shall provide advice to
undertake  for  and  consult with the Company concerning management of sales and
marketing  resources, consulting, strategic planning, corporate organization and
structure,  financial matters in connection with the operation of the businesses
of  the  Company,  expansion  of  services,  mergers  and acquisitions and other
business  opportunities.  Consultant  agrees  to  provide  on a timely basis the
following enumerated services plus any additional services contemplated thereby:

          (a)  The  implementation  of  short-range  and  long-term  strategic
planning  to fully develop and enhance the Company's assets, resources, products
and  services;

          (b)  The  implementation  of a marketing program to enable the Company
to broaden the markets for its services and promote the image of the Company and
its  products  and  services;

          (c)  The  identification,  evaluation,  structuring,  negotiating  and
closing  of  joint  ventures,  strategic alliances, mergers and acquisitions and
advice  with  regard  to the ongoing managing and operating of such acquisitions
upon  consummation  thereof;  and


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          (d)  Advice  and  recommendations  regarding  corporate  financing
including  the  structure, terms and content of bank loans, institutional loans,
private  debt  funding,  mezzanine  financing,  blind  pool  financing and other
preferred  and  common  stock  equity  private  or  public  financing.


     4.     DUTIES  OF  THE  COMPANY.
            ------------------------

     The  Company  shall provide Consultant, on a regular and timely basis, with
all  approved  data  and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and  shall  advise  Consultant  of any facts which would affect the
accuracy  of  any  data  and  information  previously  supplied pursuant to this
paragraph.  The  Company shall promptly supply Consultant with full and complete
copies  of  all  financial  reports,  all  fillings  with  all federal and state
securities  agencies;  with  all  data and information supplied by any financial
analyst,  and  with  all  brochures  or  other  sales  materials relating to its
products  or  services.

     5.     COMPENSATION.
            ------------

     Upon  the execution of this Agreement, Company agrees to pay Consultant the
following  as  consideration  for  the  services  rendered under this Agreement:

          (a)  Warrant  Purchase.  Consultant  shall  have the right to purchase
               -----------------
3,000,000 shares of the Company's common shares at an exercise price of USD $.03
per  share.  Consultant's  rights  regarding these shares shall vest immediately
upon  execution  of  this  Agreement.

          (b)  Non-Warrant Shares. Within 3 days of the effectiveness of the S-8
               -------------------
Registration  Statement  (referenced  in  Section 5(c) below), the Company shall
execute  a  written  request  to  its  transfer  agent to prepare and deliver to
Consultant  and/or  a  mutually  agreed  to  escrow  agent,  one  common  stock
certificate  for  1,000,000  shares  of  freely  tradable,  non-legend,  eSynch
Corporation  equity.

          (c)  The  Compensation  outlined  in  Section  5(a-b)  above  shall be
conveyed  through an effective S-8 registration of common shares.  Within 3 days
of  the  effectiveness  of  the  S-8  Registration  Statement, the Company shall
execute  a  written  request  to  its  transfer  agent to prepare and deliver to
Consultant,  or  it's  agent,  two common stock certificate for 3,000,000 freely
tradable,  non-legend,  shares of the Company's common stock, and another common
stock  certificate  for  1,000,000  freely  tradable,  non-legend, shares of the
Company's  common  stock.

     5.5    COSTS  AND  EXPENSES
            --------------------

           (a)    Miscellaneous  Costs.
                  --------------------

Subject  to  the  prior  approval  of  the  Company, Consultant in providing the
foregoing  services,  shall  not  be  responsible  for  any out-of-pocket costs,
including,  without  limitation, travel, lodging, telephone, postage and Federal
Express  charges.  Consultant  shall  provide  the  Company  with  a  detailed
accounting  of  monthly  expenses  related  to the Agreement.  Payment for these
expenses  shall  be  made  to  Consultant within 15 days after submission to the
Company.

     6.     REPRESENTATION  AND  INDEMNIFICATION.
            ------------------------------------

     The  Company  shall be deemed to have been made a continuing representation
of  the  accuracy  of  any and all facts, material information and data which it
supplies  to Consultant and acknowledges its awareness that Consultant will rely
on  such  continuing  representation  in  disseminating  such  information  and
otherwise  performing  its  advisory  functions.  Consultant  in  the absence of
notice  in  writing  from  the  Company, will rely on the continuing accuracy of
material,  information  and data supplied by the Company.  Consultant represents
that  he  has  knowledge  of  and is experienced in providing the aforementioned
services.


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     7.     MISCELLANEOUS.
            -------------

     Termination:  Subsequent to and no less than 30 days after the execution of
     -----------
this  Agreement,  this  Agreement may be terminated by either Party upon written
notice  to  the  other  Party  for  any  reason  and shall be effective five (5)
business days from the date of such notice.  Termination of this Agreement shall
cause  Consultant  to  cease  providing  services under this Agreement; however,
termination  for  any  reason  whatever,  shall  not  decrease  or eliminate the
compensatory  obligations  of  the  Company  as  outlined  in  Section 5 of this
Agreement.

     Modification: This Consulting Agreement sets forth the entire understanding
     ------------
of  the  Parties  with  respect  to  the subject matter hereof.  This Consulting
Agreement  may  be  amended  only  in  writing  signed  by  both  Parties.

     Notices:  Any  notice  required or permitted to be given hereunder shall be
     -------
in  writing and shall be mailed or otherwise delivered in person or by facsimile
transmission  at  the  address  of  such  Party set forth above or to such other
address  or  facsimile  telephone  number  as  the Party shall have furnished in
writing  to  the  other  Party.

     Waiver:  Any  waiver  by  either Party of a breach of any provision of this
     ------
Consulting  Agreement shall not operate as or be construed to be a waiver of any
other  breach  of that provision or of any breach of any other provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term  of  this  Consulting  Agreement  on one or more occasions will not be
considered  a  waiver  or
deprive that Party of the right thereafter to insist upon adherence to that term
of  any  other  term  of  this  Consulting  Agreement.

     Assignment:  The  Options  under  this  Agreement  are  assignable  at  the
     ----------
discretion  of  the  Consultant.

     Severability:  If  any  provision  of this Consulting Agreement is invalid,
     ------------
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in  effect,  and if any provision is inapplicable to any person or circumstance,
it  shall nevertheless remain applicable to all other persons and circumstances.

     Disagreements:  Any  dispute  or  other disagreement arising from or out of
     -------------
this  Consulting  Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable  in  any court having jurisdiction thereof.  Arbitration shall occur
only in San Diego, CA.  The interpretation and the enforcement of this Agreement
shall  be  governed  by  California  Law as applied to residents of the State of
California  relating  to  contracts  executed  in  and
to be performed solely within the State of California.  In the event any dispute
is  arbitrated,  the prevailing Party (as determined by the arbiter(s)) shall be
entitled  to  recover  that  Party's  reasonable  attorney's  fees  incurred (as
determined  by  the  arbiter(s)).


                                 SIGNATURE PAGE



     IN  WITNESS  WHEREOF,  this  Consulting  Agreement has been executed by the
Parties  as  of  the  date  first  above  written.

eSynch  Corporation                                  CONSULTANT


/s/ Tom  Hemmingway                                /s/ Paul  Kessler
-----------------------------------               ------------------------------
Tom  Hemmingway,                                     Paul  Kessler
CEO


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