ESYNCH CORPORATION
                            (a Delaware Corporation)
                        One Technology Drive, Building H
                                Irvine, CA 92618

                  (Principle Executive Offices of the Company)

          NOTICE OF WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

NOTICE  IS  HEREBY  GIVEN  that  certain  shareholders  of  eSYNCH  CORPORATION,
(hereinafter referred to as the "Company"), having more than fifty percent (50%)
of the total voting shares of the Company,  have provided their written  consent
to the proposed actions as set forth in the Information Statement, which actions
shall take effect no sooner than 20 calendar  days  following the mailing of the
herein Information  Statement.  The certain shareholder's written consents cover
the following shareholder action:

(i)  an  Action  by  Written  Consent  dated  July  15,  2003,  over  50% of the
Stockholders of the Company on the amendment to the Articles of Incorporation of
the Company, as amended,  to provide for a stock combination  (reverse split) of
the Common Stock in an exchange ratio to be approved by the Board,  ranging from
one newly  issued share for each two  outstanding  shares of Common Stock to one
newly  issued  share for each forty  outstanding  shares of Common Stock and the
approval of a name change for the Company  from eSynch  Corporation  to Mergence
Corporation.

As of July 15, 2003, there were  176,239,707  Class A Common Stock shares issued
and outstanding, having 176,239,707 for any matter that may be voted upon by the
shareholders of the Company.  This  Information  Statement will be mailed to all
shareholders of record as of July, 15, 2003.



By order of the Board of Directors.                             July 15, 2003


                                      /S/  THOMAS HEMINGWAY
                                      --------------------------
                                      THOMAS HEMINGWAY
                                      CHIEF EXECUTIVE OFFICER
                                      ESYNCH CORPORATION




                                        1



                               ESYNCH CORPORATION.
                            (a Delaware Corporation)
                        One Technology Drive, Building H
                                Irvine, CA 92618
                  (Principle Executive Offices of the Company)

                              INFORMATION STATEMENT

                  DATE FIRST MAILED TO SHAREHOLDERS OF RECORD:
                                  July 15, 2003

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

                                  INTRODUCTION

This  Information  Statement is being furnished to the shareholders of record of
eSynch Corporation, a Delaware corporation (the "Company"), as of July 15, 2003,
pursuant to the requirements of Regulation 14C under the Securities Exchange Act
1934, as amended.  Certain  shareholders  having more than fifty percent (50%)of
the total voting  shares of the Company have provided  their written  consent to
the  proposed  actions as set forth  within this  Information  Statement,  which
actions shall take effect no sooner than 14 calendar days  following the mailing
of the herein Information Statement.  The certain shareholder's written consents
cover the following shareholder actions:

         (i)  an  Action  by  Written  Consent  dated  July  15,  2003,  of  the
Stockholders of the Company on the amendment to the Articles of Incorporation of
the  company,  as  amended,  To  approve  an  amendment  to the  Certificate  of
Incorporation in order to provide for a stock combination (reverse split) of the
Common Stock in an exchange ratio to be approved by the Board,  ranging from one
newly issued share for each two outstanding  shares of Common Stock to one newly
issued share for each forty outstanding  shares of Common Stock and the approval
of  a  name  change  for  the  Company  from  eSynch   Corporation  to  Mergence
Corporation.


A copy of the Written  Consents are attached as Exhibit "A" to this  Information
Statement.  Management of the Company is utilizing the Written Consents in order
to save expense and time.

Certain  shareholders of the Company having more than fifty percent (50%) of the
issued and outstanding shares of the Company's common stock (the "Common Stock")
have provided  written  consents to a stock  combination.  See "Vote  Required";
"Other  Information  Regarding  the  Company -  Security  Ownership  of  Certain
Beneficial Owners and Management";  and "Directors and Executive Officers".  See
"Matters Set Forth in the Written Consents".

Shareholders  of record at the close of  business  on July 15,  2003,  are being
furnished copies of this Information  Statement.  The principal executive office
of the Company is located at One Technology Dr., Bldg. H Irvine,  CA 92618,  and
the Company's telephone number is (949) 753-0590.

                    MATTERS SET FORTH IN THE WRITTEN CONSENTS

The Written Consents contain:

         (i) A  Resolution  dated July 15,  2003,  to amend the  Certificate  of
Incorporation in order to provide for a stock combination (reverse split) of the
Common Stock in an exchange ratio to be approved by the Board,  ranging from one
newly issued share for each two outstanding  shares of Common Stock to one newly
issued share for each forty outstanding  shares of Common Stock and the approval
of  a  name  change  for  the  Company  from  eSynch   Corporation  to  Mergence
Corporation.


Shareholders  representing  51.43%  of the  votes of the  currently  issued  and
outstanding  shares of Common Stock have executed the Written Consents,  thereby
ensuring the stock combination and name change. See "Other Information Regarding
The Company - Security Ownership of Certain Beneficial Owners and Management."

Set forth below is a table of the  stockholders  who have  executed  the Written
Consents  and, to the best of the Company's  knowledge,  the number of shares of
Common Stock beneficially owned by such stockholders as of July 15, 2003:



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Common . . . . . . . . . . . . . . . . . . . . . . . .  . . . .      Shr.s      Votes/Shr.   Common Votes   % of Total Votes
                ------------------------------------------------  -----------  -------------  ------------  -----------------
Total Common Iss
                                                                                                             
Votes by Writtenued and Outstanding Votes Possible . . . . . . .                           1   176,239,707            100.00%
Beneficial  Owner Consent For Increase in Issue-able Common Stoc
----------------------------------------------------------------

Angos Property,
Intercoastal HolLtd.   . . . . . . . . . . . . . . . . . . . . .    5,123,263              1     5,123,263              2.90%
Stonestreet Limidings, LLC . . . . . . . . . . . . . . . . . . .    3,322,970              1     3,322,970              1.86%
Aspen Internatioted Partnership. . . . . . . . . . . . . . . . .    1,682,516              1     1,682,516               .95%
LightLine Limitenal, Ltd.  . . . . . . . . . . . . . . . . . . .    8,538,771              1     8,538,771              4.84%
Manchester Assetd  . . . . . . . . . . . . . . . . . . . . . . .      487,930              1       487,930               .28%
Manchester Asset Management  . . . . . . . . . . . . . . . . . .    2,582,663              1     2,585,663              1.46%
Aspen Internatio Management . . . . . . . . . . . . . . . . .  .      570,000              1       570,000               .32%
Doug DeCinces . nal Limited . . . . . . . . . . . . . . . . . .     3,250,000              1     3,250,000              1.84%
Thomas Parker . . . . . . . . . . . . . . . . . . . . . . . .  .      684,090              1       684,090               .38%
George Lefevre. . . . . . . . . . . . . . . . . . . . . . . .  .    4,138,000              1     4,138,000              2.34%
Scott Absher . .. . . .. . . . . . . . . . . . . . . . . . .  .     2,000,000              1     2,000,000              1.13%
Charles Lewis  . . . . . . . . . . . . . . . . . . . . . . . . .    2,000,000              1     2,000,000              1.13%
Lee Puglisi. . . . . . . . . . . . . . . . . . . . . . . . . . .    2,000,000              1     2,000,000              1.13%
Scott Jackson. . . . . . . . . . . . . . . . . . . . . . . . . .    1,025,000              1     1,025,000               .58%
Tom Hemingway. . . . . . . . . . . . . . . . . . . . . . . . . .    2,215,100              1     2,215,000              1.25%
T. Richard Hutt. . . . . . . . . . . . . . . . . . . . . . . . .   17,951,438              1    17,951,438             10.18%
James Budd . . . . . . . . . . . . . . . . . . . . . . . . . . .   11,035,768              1    11,035,768              6.26%
Mark Utzinger. . . . . . . . . . . . . . . . . . . . . . . . . .   11,032,920              1    11,032,920              6.26%
Danny Loy. . . . . . . . . . . . . . . . . . . . . . . . . . . .   10,000,000              1    10,000,000              5.67%
                 . . . . . . . . . . . . . . . . . . . . . . . .    1,000,000              1     1,000,000               .57%

                                          Total                     90,640,429             1    90,640,429             51.43%



                                  VOTE REQUIRED

Counterpart  copies  of  the  Written  Consents  evidencing  a  majority  of the
outstanding shares of Common Stock, must be received by the Company within sixty
days of the  earliest  dated  consent  delivered  by the  Company  in  order  to
effectuate the matters set forth therein. As of March 26, 2003 (the dates of the
Written   Consents),   176,239,707  shares  of  Common  Stock  were  issued  and
outstanding with votes of 176,239,707 votes thus,  Stockholders  representing no
less than  88,119,853  votes from  Common  Stock,  were  required to execute the
Written  Consents to effect the matter set forth  therein.  As  discussed  under
"Matters Set Forth in the Written Consents,"  shareholders owning  approximately
90,640,429  votes,  or 51.43% of the votes of Common  Stock,  have  executed the
Written Consents and delivered them to the Company as required by law within the
60 day period, thereby ensuring the stock combination and name change.

CERTAIN EFFECTS OF THE REVERSE SPLIT

The following table  illustrates  the principal  effects of the Reverse Split to
the 176,239,707 shares of Common Stock outstanding as of July 15, 2003:





COMMON SHARES:
--------------
                                                               PRIOR TO        AFTER 1 FOR 2    AFTER 1 FOR 40
                                                                REVERSE           REVERSE            REVERSE
     NUMBER OF SHARES                                         STOCK SPLIT      STOCK SPLIT        STOCK SPLIT
     ----------------                                         -----------      -----------        -----------
Common Stock:
                                                                                           
Authorized..........................................          250,000,000       250,000,000         250,000,000

Outstanding ........................................          176,239,707        88,119,853           4,405,992

Available for Future
 Issuance ..........................................           73,760,293       161,880,147         245,594,008


                     OTHER INFORMATION REGARDING THE COMPANY

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth to the best of the Company's knowledge the number
of shares  beneficially  owned as of July 15,  2003,  by (1) each of the current
Executive  Officers and Directors of the Company (ii) each person (including any
"group" as that term is defined in Section  12(d)(3)  of the  Exchange  Act) who
beneficially  owns  more than 5% of the  Common  Stock,  and  (iii) all  current
Directors and officers of the Company as a group.


                                              SHARES BENEFICIALLY OWNED
                                              --------------------------
                                           COMMON                PREFERRED
                                           ------                ---------
NAME OF BENEFICIAL OWNER              NUMBER     PERCENT      NUMBER    PERCENT
------------------------              ------     -------      ------    -------
Thomas Hemingway(1)                 17,951,438    10.18%         0          0%
James H. Budd(2)                    11,032,920     6.26%         0          0%
T. Richard Hutt(3)                  11,035,768     6.26%         0          0%
All Directors and Executive
Officers as a group (3 Persons)     40,020,126    22.70%         0          0%


(1) Includes  842,500  shares which may be purchased  pursuant to stock  options
which are currently,  or within the next 60 days will be, exercisable.  Includes
111,395 shares owned by Ms. Detra Mauro Hemingway, the spouse of Mr. Hemingway.

(2) Includes  387,000  shares which may be purchased  pursuant to stock  options
which are currently, or within the next 60 days will be, exercisable.



                                       3


(3) Includes  376,932  shares which may be purchased  pursuant to stock  options
which are currently, or within the next 60 days will be, exercisable.


DIRECTORS AND EXECUTIVE OFFICERS




NAME                    POSITION(S) WITH THE COMPANY               AGE
----------------------------------------------------------------------
Thomas Hemingway        Chairman and Chief Executive Officer        46

T. Richard Hutt         Director, Vice President and                64
                        Secretary/Treasurer

James H. Budd           Director and Vice President                 62


THOMAS HEMINGWAY
-----------------

On August 5, 1998, Mr. Hemingway became the Chief Executive Officer and Chairman
of the Company  pursuant to the Agreement and Plan of Share  Exchange  among the
Company,  Intermark  Corporation,  a California corporation  ("Intermark"),  and
Intermark's  security  holders  upon the  consummation  of that  transaction.  A
co-founder of Intermark,  from October 1995 to the present Mr.  Hemingway served
as  Chief  Executive  Officer  and  in  other  senior  management  positions  at
Intermark, a software publishing,  sales and marketing company. From August 1994
to September 1995, Mr. Hemingway operated a consulting business  specializing in
software sales and marketing.  From January 1994 to July 1994, Mr. Hemingway was
chief  operating  officer at  Ideafisher  Systems,  an  artificial  intelligence
associative  processing software company. From August 1993 to December 1993, Mr.
Hemingway was serving as a consultant with L3, an edutainment  software company.
From January 1993 to July 1993, Mr.  Hemingway was involved in  computer-related
consulting in the capacity of chief executive officer of Becker/Smart House, LV,
a home  automation  enterprise.  In 1992,  Mr.  Hemingway was involved in making
private  investments in various industries.  Previously,  from 1987 to 1991, Mr.
Hemingway founded and served as president of Intellinet  Information  Systems, a
provider of network services and systems.  Earlier in his career,  Mr. Hemingway
was a founder of Omni Advanced  Technologies,  a research and  development  firm
developing products for the computer and communications industry.


JAMES H. BUDD
--------------

Mr. Budd was elected to the Board of Directors  on October 27, 1998.  In August,
1998, Mr. Budd became a Vice President of the Company  pursuant to the Agreement
and Plan of Share Exchange among the Company, Intermark and Intermark's security
holders.  A co-founder of  Intermark,  from October 1995 to the present Mr. Budd
has served as Vice President of Marketing and in other  executive  capacities of
Intermark, a software publishing,  sales and marketing company. From August 1994
to September  1995,  Mr. Budd



                                       4


operated a consulting  business  specializing  in software  sales and marketing.
From  March 1994 to July 1994,  Mr.  Budd was vice  president  of  marketing  at
Ideafisher Systems, an artificial intelligence / associative processing software
company.  From November 1993 to February  1994,  Mr. Budd was involved in making
private investments in various industries. Previously, from July 1978 to October
1993,  Mr.  Budd was  founder and chief  executive  officer of Command  Business
Systems, a developer of business software  products.  Earlier in his career, Mr.
Budd held marketing and sales management positions at Unisys, Nixdorf, Tymshare,
and Prime Computer.

T. RICHARD HUTT
---------------

Mr. Hutt was elected to the Board of Directors  on October 27, 1998.  In August,
1998, Mr. Hutt became a Vice President and the Secretary of the Company pursuant
to the Agreement  and Plan of Share  Exchange  among the Company,  Intermark and
Intermark's  security holders.  A co-founder of Intermark,  from October 1995 to
the present  Mr. Hutt has served as Vice  President  of Sales and  Secretary  of
Intermark.  From  September 1992 to September  1995,  Mr. Hutt was  distribution
sales manager for Strategic Marketing Partners,  a leading national software and
technology  marketing  firm.  Previously,  he  was  in  the  communications  and
mini-computer  industry with TRW where he formed the Canadian subsidiary as vice
president of sales. He moved to TRW's Redondo Beach headquarters and managed the
western division until Fujitsu  acquired the business unit.  Before joining TRW,
he was with NCR's financial  sales division in Canada.  Prior to that he managed
the VAR division at Wang  Laboratories.  Moving to  Matsushita,  he played a key
role  in the  development  of  the  distribution  channel  for  their  Panasonic
products.

LEGAL PROCEEDINGS

We are  involved in several  lawsuits in the normal  course of business  and all
amounts  for  exposure to these  lawsuits  have been  recorded in our  financial
statements except as noted below.

On April 3, 2001, a lawsuit was filed by BFree Ltd. in Superior Court, County of
Orange,  California,  against the Company as successor  to Innovus  Corporation,
seeking $25,544 for goods and services  claimed to have been provided to Innovus
during  1997.  The  claim is  included  in  pre-acquisition  liabilities  on the
accompanying balance sheets. Subsequent to December 31, 2001 the Company entered
into a settlement  agreement  with Bfree Ltd. Under the agreement the Company is
to pay $4,000 in monthly  increments  of $500  starting on March 15,  2002.  The
amount bears interest at 10%.

On July 26, 2001, Bixby Land Company, the Company's landlord,  filed an unlawful
detainer  action to  recover  delinquent  rent and  penalties  in the  amount of
approximately  $125,000.  On  November  1st,  2001  the  Company  relocated  its
corporate  offices  to 29 Hubble  Irvine,  CA  92618.  In  October a  settlement
agreement  with Bixby Land  Company was reached  regarding a  settlement  of the
Company's  liability  of $808,134  with  respect to a lease  obligation  for the
Tustin  facility.  The settlement  agreement  provided that the Company would be
release  from all future  payments  under the terms of the lease if the  Company
made payments totaling  $100,000 and transferred the Company's  existing $60,010
security deposit to the landlord. The Company did not make the required payments
under the  settlement  agreement.  In October  2001,  Bixby  received a judgment
against the Company for $136,058.  As of December 31, 2001, the Company  accrued
the $136,058 and expensed the security deposit. Additionally in conjunction with
this  event the  Company  has  written  off the  total  net  asset  value of its
leasehold improvements of $51,174.



                                       5


On August 9, 2001, an action was filed in California  Superior Court,  County of
Orange,  against the  Company,  certain  officers  and its current  Directors by
Donald C. Watters,  the Company's former president,  chief operating officer and
director,  claiming  breaches  of  contract,  good faith and fair  dealing,  and
fiduciary duty, and adverse employment action in violation of public policy. Mr.
Watters  is  seeking  general  damages  of not less  than  $2,780,000,  punitive
damages,  interest,  attorney's fees and court costs. Mr. Watters was terminated
by the Company for cause. The Company believes that the claims are without merit
and intends to vigorously defend the action and thus nothing has been accrued as
of December 31, 2001.

On August  10,  2001,  a lawsuit  was filed by  Kforce.com  seeking  to  collect
approximately  $43,000 to be owed under a consulting services agreement.  During
2001, the Company stipulated a judgment in favor of Kforce.com.  The judgment is
fully accrued in the Company's financial statements as of December 31, 2001.

In September,  2001 a lawsuit was filed by Technopolis  Communications,  Inc. in
the Superior Court of California, County of Orange, against Innovus Corporation,
dba  eSynch  Corporation,  seeking  $35,733  for  services  claimed to have been
provided to eSynch.  The case is currently in the discover stage and a mandatory
settlement conference date has been set. As of December 31, 2001 the Company has
accrued $50,000.

On April 8, 2002 Adams  Business  Media filed a request for entry of default for
$11,000 for advertising services. The request was not contested. This amount has
been included in the account payable liability account.

On April  17,  2002 a  request  for Entry of  Default  was filed by  Information
Leasing Corporation for $179,364. The request was not contested. This amount was
fully  accrued in Capital Lease  Obligations  - Current  Portion as of March 31,
2002.

On May 21, 2002 Internap  filed a request for entry of default with no specified
amount. The request was not contested. As of June 30, 2002 the Company carried a
balance of $17,798 for this vendor in accounts payable.

On May 31, 2002 Reuters  Newsmedia  filed a request for entry of default with no
specified  amount.  The Company believes the summons was not properly served and
the request is  therefore  invalid.  As of June 30,  2002 the Company  carried a
balance of $70,000 for this vendor in accounts payable.

CERTAIN TRANSACTIONS

On April 1, 1999, the Company acquired Kiss Software  Corporation,  a California
corporation  (Kissco).  Donald C. Watters, Jr. was a major shareholder of Kissco
and received in that acquisition 381,270 shares of Common Stock, and the Company
also assumed a Kissco option  entitling Mr.  Watters to acquire 48,568 shares of
Common  Stock  at a  price  of $ 2.11  per  share.  Robert  B.  Way  was  also a
shareholder  of Kissco and received in the  acquisition  32,430 shares of Common
Stock, and the Company also assumed a Kissco option entitling Mr. Way to acquire
19,427 shares of Common Stock at $2.11 per share.

On September 30, 1999, the Company acquired Oxford Media Corporation, a Delaware
corporation,  for 450,000  shares of the Company's  Common  Stock.  Oxford Media
Corporation was controlled by Mr. Norton Garfinkle.  In addition, for consulting
services  and  services as a director of the  Company,  Mr.  Garfinkle  received
warrants to purchase 450,000 shares of Common Stock.



                                       6


On March 1, 2000,  the Company  entered into a License  Agreement with Garfinkle
Limited Partnership II, of which Norton Garfinkle, a director and shareholder of
the Company,  is a Partner.  The License Agreement grants the Company the use of
two patents for use in the video-on-demand segment of the Company's business. As
consideration  for the grant of license,  Garfinkle  Limited  Partnership II was
given a warrant  for  950,000  shares of the  Company's  common  stock  plus the
Company  will pay a royalty  of five  percent of the gross  revenue  paid by end
users as a result of the use of the Patents.

On June 14,  2000,  the  Company  borrowed  $450,000  from Norton  Garfinkle,  a
director and  shareholder,  evidenced by an unsecured  note bearing  interest at
eight percent and due on demand.  On January 10, 2001, the Company  renegotiated
the terms of the terms of the note  requiring  Mr.  Garfinkle  to deliver to the
Company a written  notice at least 20 days  prior to demand  for  repayment.  In
consideration  of the  change  in  payment  terms,  the  Company  issued  to Mr.
Garfinkle a warrant to purchase 250,000 shares of the Company's common stock.

On August 28, 2000,  the Company  loaned  Thomas  Hemingway,  Chairman and Chief
Executive Officer,  and a director of the Company, the sum of $500,000 evidenced
by a promissory note bearing  interest at ten percent per annum, due and payable
on February 24,  2001.  As of the date hereof,  $300,000  plus accrued  interest
remains outstanding,  of which $300,000 was recorded in the Company's accounting
records as income to Mr. Hemingway for the year-ended December 31, 2000.

As reflected in the 8-K filed July 31, 2002, Pursuant to an Escrow Agreement and
Irrevocable  Proxy (the  "Agreement")  effective  as of July 31,  2002,  between
eSynch and NACIO SYSTEMS, INC., a California corporation ("Nacio"),  eSynch will
purchase from Nacio all of the issued and outstanding  shares of common stock of
Nacio.  Nacio  is  California  based  and  provides   high-reliability  hosting,
commercial-grade  Internet  connectivity  and outsourcing  solutions and support
services for businesses that rely on the Internet for daily operations. On March
12, 2002,  Nacio filed for  voluntary  Chapter 11 bankruptcy in the United State
Bankruptcy  Court,  Northern  District of  California,  Santa Rosa Division (the
"Court"), Chapter 11 Case No. 02-10596. The transaction will be consummated upon
completion of Nacio's plan of reorganization  and acceptance of this plan by the
court. eSynch intends to continue in this line of business.  eSynch will acquire
one  hundred  percent  (100%)  ownership  interest  in  Nacio  in  exchange  for
30,000,000 shares of eSynch's common stock.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the Exchange Act  requires  our  officers and  directors,  and
persons who own more than 10% of a registered class of our equity  securities to
file  reports of  ownership  and changes in  ownership  with the SEC and NASDAQ.
These persons are required by regulation of the SEC to furnish us with copies of
all Section 16(a) forms they file.

The  Company  has been  registered  pursuant  to  Section  12 of the  Securities
Exchange  Act of 1934 since  September  23,  1990 and,  by reason  thereof,  all
officers, directors and 10% or more shareholders of the Company became obligated
to file Forms 3, 4 and 5,  describing the ownership of securities in the Company
and any changes  thereto,  as they may apply,  since that date. To the Company's
knowledge, based solely upon a review of the copies of such reports furnished to
the Company and  representations  made to the  Company,  no other  reports  were
required, during and with respect to the fiscal year ended December 31, 2000 and
all Reporting Persons have complied with all filing  requirements  applicable to
them.




                                       7


                                    EXHIBIT A

                               ESYNCH CORPORATION

          NOTICE PUSUANT TO SECTION 228 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

TO: ALL STOCKHOLDERS

1.  PLEASE  TAKE  NOTICE  THAT  Stockholders  owning at least a majority  of the
outstanding stock of eSYNCH CORPORATION,  by written consent dated July 15, 2003
have duly adopted the following resolution:
         "a resolution  approving an amendment to the Corporation's  Certificate
of Incorporation, as amended, to provide for a stock combination (reverse split)
of the Common  Stock in an exchange  ratio to be approved by the Board,  ranging
from one newly issued share for each two  outstanding  shares of Common Stock to
one newly issued share for each forty outstanding shares of Common Stock and the
approval of a name change for the Company  from eSynch  Corporation  to Mergence
Corporation.


DATE: July 15, 2003


                BY: /S/ THOMAS HEMINGWAY
                   ----------------------------------------
                   THOMAS HEMINGWAY
                   CHAIRMAN AND CHIEF EXECUTIVE OFFICER






                                       8